Julia Brncic

About Julia Brncic

Julia Brncic (age 51) serves as General Counsel and Secretary at EverQuote (EVER), a role she has held since January 2023. She previously served as SVP, Chief Counsel and Corporate Secretary at The Cigna Group (2018–2022) and Vice President/Deputy General Counsel at Express Scripts (2008–2018), and was a shareholder at Polsinelli; she holds J.D. and M.B.A. degrees from Washington University in St. Louis and a B.A. from Purdue University . Company performance context during her tenure includes negative net income and depressed TSR through 2023, with the company’s pay-versus-performance disclosure emphasizing TSR and net loss; management notes it does not use TSR or net loss as compensation metrics .

Company performance snapshot (per Pay vs. Performance disclosure):

Past Roles

Fixed Compensation

Notes:

• At-will employment; start date January 9, 2023 .
• Non-compete 18 months; non-solicit 24 months post-termination; perpetual confidentiality .

Performance Compensation

Summary (2023 NEO compensation disclosure):

Key 2023 equity grants and vesting:

Incentive plan metrics: EverQuote states the executive bonus plan is based on agreed-upon targets (not itemized) and that the compensation committee does not use TSR or net loss as performance measures; CAP is not used for compensation decisions .

Equity Ownership & Alignment

Beneficial ownership as of April 8, 2024:

Breakdown of outstanding equity (as of 12/31/2023):

Moneyness snapshot (12/29/2023 close $12.24): $7.10 options are in-the-money; $15.81 options are out-of-the-money at that reference date .

Ownership policy and hedging:

• Stock ownership guidelines (adopted Feb 2022): CEO 5x base salary; other NEOs 1x base salary; 5-year compliance period; subject to phase-in, directors/CEO/other NEOs are currently compliant .
• Anti-hedging policy prohibits short sales, derivative transactions, and instruments designed to offset decreases in stock value .
• Rule 10b5-1 plans may be used by directors and officers (policy described) .
• No specific pledging policy disclosure identified in the cited materials.

Employment Terms

Severance and change-in-control economics (as of 12/31/2023):

Additional terms:

• At-will; offer letter dated Dec 23, 2022; employment start Jan 9, 2023 .
• Restrictive covenants: confidentiality (perpetual), non-solicit (24 months), non-compete (18 months) .
• Clawback policy adopted per Nasdaq standards, applicable to incentive-based compensation received on/after Oct 2, 2023 .

Compensation Structure Analysis

• Mix and risk: 2023 equity awards are time-based RSUs and stock options with service-based vesting; no performance share units for Brncic are disclosed, which reduces explicit linkage of equity vesting to operating/market metrics for her awards .
• Bonus metrics: Executive bonus plan is discretionary and based on agreed targets; specific metrics/weights not disclosed for Brncic .
• Governance controls: Anti-hedging policy in place; clawback policy adopted; equity grant timing generally on fixed schedules, with no option timing around MNPI per policy discussion .

Vesting Schedules and Potential Selling Pressure

• RSUs: 2/17/2023 RSUs vest 25% at 12 months (2/15/2024) and quarterly over the next 3 years; 7/24/2023 RSUs vest in equal quarterly installments over 4 years from 1/1/2024—implying steady quarterly share deliveries through 2027–2028 depending on schedule specifics .
• Options: 7/24/2023 options vest quarterly over 4 years (and a separate grant over 2 years), creating additional quarterly vesting; $7.10 tranches were in-the-money at the 12/29/2023 close, which can create exercise/sale windows during open trading periods or under 10b5-1 plans .

Performance & Track Record

• Corporate actions and filings: Brncic has signed multiple 8-Ks and earnings materials as Secretary and General Counsel (e.g., 2023–2025 earnings/press 8-Ks), indicating a central role in disclosure and transaction execution .
• Transaction involvement: Her contact details are listed in the MyPlanAdvocate sale agreement exhibit, indicating deal counsel coordination responsibilities .
• Pay-versus-performance context: Company’s CAP/TSR and net income trends through 2023 are disclosed; the committee notes CAP is not used for pay-setting and TSR/net loss are not formal performance measures .

Compensation Committee, Consultants, Peer Group, and Say-on-Pay

• Compensation committee engages independent consultant (Compensia, Inc.) for benchmarking and peer selection; independence reviewed; no conflicts noted .
• Example peer group used for 2021 compensation decisions includes marketplace/tech names (e.g., CarGurus, PagerDuty, Yext, Upwork) .
• Say-on-Pay: 96.9% approval at 2021 Annual Meeting .

Investment Implications

• Alignment and exposure: Brncic’s direct beneficial ownership is modest (<1%), but she holds meaningful unvested RSUs and options with steady quarterly vesting, which aligns value creation with service continuity and stock price, while creating periodic supply from vesting/settlements .
• Retention and protections: Non-compete (18 months) and non-solicit (24 months) reduce transition risk; severance is moderate (6–12 months base), with double-trigger equity acceleration under change in control—reasonable market terms without gross-ups disclosed .
• Trading/overhang risk: In-the-money options at $7.10 and ongoing quarterly RSU vesting could contribute to intermittent selling pressure during open windows or via 10b5-1 plans; anti-hedging constraints and a clawback policy enhance governance .
• Pay-for-performance: For Brncic specifically, equity awards are time-based rather than performance-based; bonus metrics are not disclosed—limiting transparency on her pay-performance linkage, though overall company disclosures articulate performance frameworks and governance processes .