Mark Schaaf
About Mark Schaaf
Mark Schaaf (age 48) is an independent Class III director of Hippo Holdings Inc., serving since August 2023. He is currently Chief Technology Officer of Grammarly (since August 2024) and previously held senior technology leadership roles including COO at Retool (Dec 2022–Dec 2023), CTO at Instacart (Sep 2018–Sep 2022), CTO at Thumbtack (Feb 2015–Sep 2018), and Senior Engineering Director at Google (May 2010–Feb 2015). He holds a BS from the University of Notre Dame. His core credentials center on large-scale engineering leadership, cybersecurity, and product execution in technology businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grammarly | Chief Technology Officer | Aug 2024–present | Technology leadership; cybersecurity and data privacy domain expertise |
| Retool, Inc. | Chief Operating Officer | Dec 2022–Dec 2023 | Operating scale-up; GTM and product execution |
| Instacart | Chief Technology Officer | Sep 2018–Sep 2022 | Executive/C‑suite leadership; strategic planning |
| Thumbtack | Chief Technology Officer | Feb 2015–Sep 2018 | Executive/C‑suite; product/marketplace scaling |
| Senior Engineering Director | May 2010–Feb 2015 | Large-scale engineering leadership |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Hippo’s proxy for Mr. Schaaf |
Board Governance
- Independence: The Board affirmed Mr. Schaaf is independent under NYSE rules .
- Committee assignments: Member, Audit, Risk, and Compliance Committee; not a chair .
- Committee activity: Audit, Risk, and Compliance Committee met 5 times in 2024 .
- Skills/Expertise (Board skills matrix): Executive/C‑suite, Financial Literacy, Technology/Cybersecurity & Data Privacy, Marketing/Sales/Business Development, Risk Management, Strategic Planning & M&A .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024 .
- Board leadership: Lead Independent Director is Sandra Wijnberg; she will serve as Chair effective as of the 2025 Annual Meeting .
- Executive sessions: Non‑management directors meet regularly (no less than twice per year); a session including only independent directors occurs at least once per year .
Fixed Compensation (Non‑Employee Director)
| Component (2024) | Amount |
|---|---|
| Annual Board retainer (cash) | $60,000 |
| Audit Committee member fee (cash) | $10,000 |
| Total cash fees (reported) | $70,000 |
Performance Compensation (Non‑Employee Director)
| Equity Element | Grant Policy / Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU Award (program design) | $110,000 ÷ 30‑day avg closing price on grant date (annual meeting date) | Vests in full on earlier of first anniversary or immediately prior to next annual meeting, subject to service | All director equity vests in full upon a Change in Control |
| Stock awards granted in 2024 (reported fair value) | $102,852 | Per program terms above | Mix signal: cash $70,000 and stock $102,852 (≈59% equity) based on reported amounts |
No director performance metrics are used for equity; awards are time‑based RSUs rather than PSUs for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Schaaf in Hippo’s proxy |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Executive/C‑suite leadership; Financial Literacy; Technology, Cybersecurity & Data Privacy; Marketing/Sales & Business Development; Risk Management; Strategic Planning & M&A (as identified in the Board skills matrix) .
- Technology operating background at scale (Google, Thumbtack, Instacart, Grammarly) supporting board oversight of cyber and data risk .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (shares) | 5,564 shares; less than 1% of outstanding |
| Unvested stock awards outstanding at 12/31/2024 | 5,801 RSUs |
| Options outstanding | None reported for Mr. Schaaf |
| Hedging/Pledging | Company prohibits hedging by directors under Insider Trading Policy; pledging not specified in cited section |
| Director stock ownership guidelines | 5x annual Board retainer within 5 years; directors either in compliance or within the time to meet requirement |
Insider Filings
| Topic | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reported late Form 4s for certain executives; no late filings for Mr. Schaaf noted |
Governance Assessment
- Strengths
- Independent director with relevant technology and cybersecurity expertise; sits on the Audit, Risk, and Compliance Committee overseeing financial reporting, enterprise/cyber risk, and insurance risk—aligned with Hippo’s risk profile .
- Solid engagement: at least 75% attendance threshold met; Audit Committee met 5x in 2024 .
- Alignment mechanisms: majority of 2024 director compensation is equity RSUs; anti‑hedging policy in place; ownership guideline requires 5x retainer within 5 years .
- No related‑party transactions identified involving Mr. Schaaf in the proxy’s related‑person section .
- Watch items
- Director RSUs accelerate on change of control (single‑trigger), which is common but can be viewed as a potential misalignment if it reduces retention incentives during a strategic process .
- No explicit pledging prohibition cited in the referenced section (hedging is prohibited); investors may seek clarity on pledging policy in governance documents .
No red flags noted regarding independence, attendance, related‑party exposure, or Section 16 reporting for Mr. Schaaf based on the company’s 2025 proxy .