Paul Deninger
EverQuoteAbout Paul Deninger
Paul Deninger, 66, has served as an independent director of EverQuote (EVER) since 2019. He is a seasoned technology investment banker and corporate director with deep capital markets and M&A expertise, holding a B.S. from Boston College and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore | Senior Managing Director; later Senior Advisor | SMD 2011–2015; Senior Advisor 2015–2020 | Strategic advisory in tech/capital markets |
| Jefferies | Vice Chairman | 2003–2011 | Led tech investment banking; integration post-acquisition of Broadview |
| Broadview | Chairman & CEO | 1996–2003 | Grew technology banking franchise; sold to Jefferies in 2003 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Resideo Technologies Inc. | Director | Current | Chair of Finance; Member of Audit and Technology Committees |
| Iron Mountain Inc. | Director | 2010–2021 | Board member (public company) |
| Epiphany Technology (SPAC) | Vice Chairman of Board | 2021–2023 | SPAC board leadership |
Board Governance
- Independence: The Board determined in Feb 2025 that Deninger is independent under Nasdaq and SEC rules; he serves on both the Audit and Compensation Committees as an independent member .
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Committee chaired by George Neble; Compensation Committee chaired by Mira Wilczek .
- Attendance and engagement: In 2024, each director (including Deninger) attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. The Board met six times; Audit Committee met four times; Compensation Committee met seven times .
- Controlled company status: EverQuote is a “controlled company” under Nasdaq rules and avails itself of certain exemptions (no majority-independent board required; no nominations committee of only independents), which can dilute independent oversight in director selection .
- Executive sessions: Corporate governance guidelines provide for independent director executive sessions at least semi-annually .
- Board leadership: Chair and CEO roles are separated (Chair: David Blundin; CEO: Jayme Mendal), supporting oversight balance .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount (Deninger) |
|---|---|---|
| Board retainer (cash) | $30,000 annual for non-employee directors not affiliated with Link Ventures | $30,000 |
| Audit Committee member (cash) | $10,000 annual | $10,000 |
| Compensation Committee member (cash) | $5,000 annual | $5,000 |
| Total cash fees | Sum of above | $45,000 |
- Cash/equity mix: 2024 cash $45,000 vs. equity $124,999 (≈26% cash / 74% equity; calculated from cited amounts) .
Performance Compensation
| Equity Component | Structure | 2024 Value |
|---|---|---|
| Annual RSU grant | Granted at first Board meeting after the Annual Meeting; RSUs equal to $125,000 divided by closing price; vest 100% at earlier of first anniversary or next annual meeting; accelerate on change in control | $124,999 |
- No performance metrics are tied to director equity; RSUs vest based on time, not financial/TSR targets .
Other Directorships & Interlocks
| Company | Relationship to EVER | Potential Interlock/Conflict |
|---|---|---|
| Resideo Technologies | No disclosed business with EVER | None disclosed; independent external board service |
| Iron Mountain | Historical board service | None disclosed |
| Epiphany Technology | Historical SPAC role | None disclosed |
- Related party transactions at EVER primarily involve Link Ventures-affiliated entities (marketing/data services; ~$12.3M paid in 2024). Deninger is not identified as a related party in these transactions, mitigating direct conflict exposure for him .
Expertise & Qualifications
- Capital markets & M&A: Extensive leadership across Evercore, Jefferies, and Broadview, directly relevant to audit oversight and strategic transactions .
- Public board governance: Current and prior public company directorships (Resideo, Iron Mountain) with committee chair experience (Finance) and audit committee service .
- Education: B.S. (Boston College); M.B.A. (Harvard Business School) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | RSUs Outstanding (12/31/2024) | Options Outstanding |
|---|---|---|---|---|
| Paul Deninger | 65,939 | * (<1%) | 5,351 | 0 |
- Shares outstanding as of record date: 32,552,265 Class A; 3,604,278 Class B .
- Anti-hedging policy prohibits directors from hedging or derivative transactions in company stock .
- No pledging or loans disclosed for Deninger; no Section 16 filing issues disclosed for him in 2024 (one delinquent report disclosed for the Chair, unrelated to Deninger) .
Governance Assessment
-
Strengths:
- Independent director with dual committee service (Audit and Compensation) and strong financial/transaction background; brings oversight depth to financial reporting and pay practices .
- High equity component in director pay fosters alignment; standard RSU vesting tied to board service continuity .
- Board separation of Chair/CEO supports oversight; independent director executive sessions codified .
-
Risks/RED FLAGS:
- Controlled company exemptions reduce independent influence over nominations (no independent-only nominations committee), elevating risk of entrenchment or related-party influence at the board level—even as Deninger himself is independent .
- Significant related-party transactions with Link Ventures affiliates (~$12.3M in 2024) require robust audit committee scrutiny; while not tied to Deninger, systemic conflict risk exists at the company level .
- Attendance disclosure is threshold-based (“≥75%”) rather than precise per-director rates; investors have limited visibility into individual engagement beyond the threshold .
-
Net view: Deninger’s expertise and independent committee roles are positives for board effectiveness; company-level controlled status and related-party concentration remain governance headwinds that require ongoing monitoring of committee rigor and independence .