Torben Ostergaard
About Torben Ostergaard
Torben Ostergaard is President & CEO of Spinnaker Insurance Company (a Hippo subsidiary) and has served in this role since April 2021; he is 55 years old and holds a BBA and a Master in Finance from Aarhus School of Business and Social Sciences (Aarhus University) . Prior to Hippo/Spinnaker, he was USAA’s Chief Risk Officer from 2010–2020 and served on Opendoor’s advisory board from 2019–2021 . Hippo is an emerging growth company and its proxy uses scaled disclosures, so company TSR or detailed revenue/EBITDA performance metrics tied to his tenure are not presented in the proxy materials reviewed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| USAA | Chief Risk Officer | 2010–2020 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Opendoor | Advisory Board Member | 2019–2021 | Not disclosed |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base salary (rate) | 475,000 | “In 2024… Mr. Ostergaard’s base salary was $475,000.” |
| Salary paid | 468,307 | Reported in Summary Compensation Table (SCT) |
Performance Compensation
- Hippo’s 2024 NEO annual cash incentive was based 50% on continued service and 50% on Company and individual performance; targets were expressed as a % of base salary, with Torben at 25% of base, and payouts were partially paid during 2024 for retention and finalized in 2025 at Compensation Committee discretion .
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|
| Continued service | 50% | 25% of base salary ($118,750, derived from $475,000 × 25%) | 204,657 (total bonus paid) | Portion paid in 2024; balance paid in 2025; discretionary adjustments possible |
| Company and individual performance | 50% | 25% of base salary ($118,750, derived) | 204,657 (total bonus paid) | Portion paid in 2024; balance paid in 2025; discretionary adjustments possible |
Equity Awards and Vesting (Outstanding as of 12/31/2024)
| Award Type | Vesting Commencement (Grant) | Unvested Shares at 12/31/24 | Market Value at 12/31/24 | Vesting / Performance Conditions |
|---|---|---|---|---|
| RSU | 2/15/2024 | 15,625 | 418,281 (at $26.77/sh) | 1/8 on each quarterly anniversary from 2/15/2024; fully vested by 2/15/2026, subject to service |
| RSU | 2/15/2023 | 1,250 | 33,463 | RSUs vest over two years, 1/8 quarterly from grant, subject to service |
| PRSU | 5/15/2022 | 29,900 (unearned) | 800,423 | Four-year vesting after 1-year service; tranches tied to stock price, revenue, and adjusted gross profit; subject to continued service |
| RSU | 5/15/2021 | 8,060 | 215,766 | RSU; vesting per award agreement (schedule not detailed in retrieved excerpt) |
Equity plan framework: The 2021 Incentive Award Plan authorizes options, RSUs and PRSUs for employees, including NEOs; in February 2024, Torben received 25,000 RSUs vesting 1/8 quarterly to February 15, 2026 .
Equity Ownership & Alignment
| Item | Amount | As of |
|---|---|---|
| Shares owned directly | 4,889 | April 1, 2025 |
| RSUs vesting within 60 days | 7,155 (scheduled to vest in May 2025) | April 1, 2025 |
| Total beneficial ownership (SEC definition) | 12,044 | April 1, 2025 |
| Ownership as % of shares outstanding | <1% (“*”) | April 1, 2025 |
- Policies and alignment:
- Anti-hedging: Executives are prohibited from hedging company stock (e.g., collars, swaps, exchange funds) .
- Clawback: Section 16 officers are subject to a compensation recovery policy effective October 2, 2023, covering erroneously awarded incentive compensation for three prior fiscal years in the event of an accounting restatement, subject to NYSE exceptions .
- Stock ownership guidelines disclosed for non-employee directors (5x annual retainer within five years); no executive officer ownership guidelines are described in the proxy excerpts reviewed .
- Section 16 compliance note: One Form 4 for each of several NEOs, including Mr. Ostergaard, relating to RSU refresh grants, was filed late due to an administrative error .
Employment Terms
| Term | Detail |
|---|---|
| Current role and start date | President & CEO, Spinnaker; since April 2021 |
| Employment arrangements | The company has employment arrangements in place with certain executive officers; detailed terms for Mr. Ostergaard are not provided in the proxy sections reviewed (scaled EGC disclosure) |
| Perquisites | No perquisites provided to NEOs in 2024 |
| Tax gross-ups | Company does not provide tax gross-ups on compensation or perquisites |
Investment Implications
- Alignment and retention: Mr. Ostergaard’s direct ownership is modest (<1%), but he has meaningful unvested RSUs/PRSUs with ongoing quarterly vesting through February 2026 and a tranche of 7,155 RSUs vesting in May 2025, promoting retention and creating modest, predictable vest-driven supply near vest dates .
- Incentive design: 2024 annual cash incentive paid $204,657 versus a target equal to 25% of base salary, with 50% tied to service and 50% to Company/individual performance and final discretion by the Compensation Committee—balancing retention and performance but allowing discretion in outcomes .
- Performance equity: PRSUs tied to stock price, revenue, and adjusted gross profit align incentives with top-line momentum and unit economics improvement; continued service is required, and vesting spans four years after a one-year service condition .
- Governance risk mitigants: Anti-hedging and a NYSE-compliant clawback policy are in place; no perquisites or tax gross-ups for NEOs reduce governance red flags; as an EGC, the company does not hold a say‑on‑pay vote, limiting external signaling on pay practices .
- Trading signals: A late Form 4 for an RSU refresh grant (administrative error) was disclosed; upcoming scheduled RSU vests (e.g., May 2025) are the primary near-term potential selling pressure to monitor .