Matthew Neagle
Porch GroupAbout Matthew Neagle
Porch Group’s Chief Operating Officer (COO), age 46, has led day-to-day operations since July 2020 and previously served as Chief Revenue Officer (2017–2020), Chief Customer Officer (2016–2017), and VP, Operations (2014–2016) after joining in 2013; prior roles include leadership positions at Amazon (Kindle retail expansion in China, India, Japan) and Google (SMB AdWords growth). He holds a B.A., B.S.E., and M.B.A. from the University of Michigan, and his remit centers on organic growth across insurance services and vertical software . Company performance in 2024: revenue $437.8M (+2% YoY), Adjusted EBITDA $7.2M, GAAP net loss improved to $(32.8)M; Q4 2024 net income was $30M, with Adjusted EBITDA $42M; 2025 midpoint guidance: revenue $400M, gross profit $317.5M (~80% margin), Adjusted EBITDA $60M, and a long-term target of $100M Adjusted EBITDA in 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Porch Group | Chief Operating Officer | Jul 2020–present | Leads organic growth for insurance services and software; manages operating rhythms |
| Porch Group | Chief Revenue Officer | 2017–2020 | Drove revenue growth across platforms |
| Porch Group | Chief Customer Officer | 2016–2017 | Led customer functions to improve retention and satisfaction |
| Porch Group | VP, Operations | 2014–2016 | Built operational foundations pre-public listing |
| Amazon | Retail expansion (Kindle into stores) | n/a | Led Kindle expansion in China, India, Japan |
| AdWords SMB growth | n/a | Led teams to help SMBs acquire/retain customers online |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIESEC (global student organization) | Long-time leader, alumnus, supporter | n/a | Talent pipeline and leadership development |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $425,000 | $450,000 |
| Target Bonus (% of salary) | 100% | 100% |
| 2024 Bonus Paid | Cash | RSUs (immediately vested) | Total |
|---|---|---|---|
| Amount | $443,269 | $128,548 (22,792 RSUs) | $571,817 |
| Multi-Year Compensation (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $409,377 | $417,885 | $443,269 |
| Stock Awards (RSUs/PRSUs grant-date FV) | $1,069,807 | $1,153,189 | $4,998,212 |
| Non-Equity Incentive (STI) | — | $835,770 | $571,817 |
| All Other Compensation | — | — | $3,000 |
| Total | $1,479,184 | $2,406,844 | $6,016,298 |
Performance Compensation
2024 Bonus Plan Structure and Results (paid April 2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor | Payout Form |
|---|---|---|---|---|---|---|---|
| Revenue (GAAP) | 50% | $422M | $461M | $500M | ~$437.8M | 58% | Cash ≤100%; excess as immediate RSUs |
| Incentive Plan Adjusted EBITDA | 50% | $(1.7)M | $1.5M | $20M | $46.4M incl. $39.2M adjustments | 200% | Cash ≤100%; excess as immediate RSUs |
| Total STI Payout vs Target | — | — | — | — | — | 129% | Approved April 2025 |
Notes:
- Adjusted EBITDA adjustments were Compensation Committee-approved for catastrophic weather events over $10M each; policy set ex-ante and applied objectively .
- Committee retained negative discretion; clawback applies per Nasdaq listing standards .
2024 Long-Term Incentive (LTI) Equity Awards
| Component | Grant Date | Weight | Target Grant Value | Shares Target | Vesting/Measurement |
|---|---|---|---|---|---|
| RSU | Apr 5, 2024 | 25% | $750,000 | 231,410 | 25% on Apr 4/5, 2025; balance semi-annual over 36 months |
| PRSU – rTSR vs S&P SmallCap 600 | Apr 5, 2024 | 33.3% | Part of $2,250,000 total PRSUs | 231,410 target; 0–200% payout; 25th/50th/75th percentile grid | Performance period to Dec 31, 2026; committee-determined; employment condition |
| PRSU – 2026 Revenue | Apr 5, 2024 | 33.3% | Part of $2,250,000 total PRSUs | 231,410 target; 0–200% payout | 2026 revenue goal; adjustment policy applies |
| PRSU – 2026 Incentive Plan Adjusted EBITDA | Apr 5, 2024 | 33.3% | Part of $2,250,000 total PRSUs | 231,410 target; 0–200% payout | 2026 Adjusted EBITDA goal; adjustment policy applies |
Additional:
- 2022 PRSU awards’ third tranche (2024 achievement period) was forfeited due to unmet share price goals; no PRSUs earned for 2022 or 2023 periods .
- rTSR replaced “Absolute Share Price” metric in 2024 to strengthen pay-for-performance alignment .
- LTI awards include clawback/forfeiture for restrictive covenant breaches (non-compete, non-solicit, etc.) .
Equity Ownership & Alignment
| Beneficial Ownership Detail (as of Mar 31, 2025) | Amount |
|---|---|
| Common shares held directly | 831,268 |
| Options exercisable | 27,390 |
| RSUs vesting within 60 days | 118,685 |
| RSUs vesting after 60 days | 364,105 (excluded from 60-day count) |
| RSUs vested in 2024 (shares) | 206,024 |
| RSUs vested in 2024 (value) | $635,153 |
Alignment policies:
- Ownership guidelines: CEO 6x salary; other NEOs 2x; Neagle has met his requirement; non-compliant officers must retain 50% of net shares until in compliance .
- Full prohibition on hedging and pledging of company securities for officers/directors/employees; 10b5-1 plans permitted under strict guidelines (cooling-off, pre-approval, plan-only trading) .
- Insider Trading Policy includes blackout periods and pre-clearance requirements .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date & term | COO employment agreement dated Feb 11, 2022; initial 36-month term; auto-renews for successive 12-month terms unless notice ≥60 days before expiry |
| Severance – qualifying termination (without cause/for good reason) | 12 months base salary, annual target bonus, COBRA, vesting of RSUs scheduled within 12 months, PRSUs assumed at target for acceleration purposes; estimated value $1,964,392 (as of Dec 31, 2024) |
| Change-in-control (CIC) – double trigger | If awards assumed: accelerated RSUs and PRSUs upon qualifying termination within 12 months post-CIC; estimated value $10,796,412 (as of Dec 31, 2024) |
| CIC – awards not assumed/substituted | Full acceleration and payment at close; estimated CIC value $10,796,412 (as of Dec 31, 2024) |
| Equity acceleration (legacy) | Options held by Neagle vest upon “change in control” per Feb 2020 committee action (subject to continued employment) |
| Restrictive covenants | Non-compete & non-solicit duration: 12 months post-employment for COO; confidentiality, proprietary rights assignment; extended if breached |
| Clawback | Nasdaq-compliant recovery policy for erroneously awarded incentive compensation over prior 3 fiscal years; non-indemnifiable |
| Tax gross-ups | No excise tax gross-ups for CIC; company retains flexibility on deductibility under 162(m) |
| Deferred comp & pension | No nonqualified deferred compensation plan; no defined benefit pension plan |
Compensation Structure Analysis
- Increased 2024 fixed pay and LTI targets reflect tenure/performance/market benchmarking; STI target unchanged for Neagle at 100% of salary .
- Strong at-risk mix: COO at 89% at-risk and 69% performance-based in 2024 targets (grant value basis) .
- Shift to rTSR in LTI (replacing absolute share price) signals maturing pay design and alignment to relative performance; PRSU weighting at 75% of LTI target, with 200% cap .
- No option repricing; clawback and ownership guidelines reinforce alignment; say-on-pay support was 94% in 2024 .
Related Party Transactions and Governance Signals
- No related party transactions requiring disclosure since Jan 1, 2023; standard indemnification agreements for officers .
- Compensation Committee (Kell—Chair, Tulloch, Velasquez) uses independent consultant WTW; no conflicts identified; peer benchmarking applied (median cash; 75th percentile LTI) .
Performance & Track Record Indicators
| Indicator | 2024 |
|---|---|
| Revenue | $437.8M (+2% YoY) |
| Adjusted EBITDA | $7.2M (vs. $(44.5)M in 2023) |
| GAAP net loss | $(32.8)M (vs. $(133.9)M in 2023) |
| Q4 2024 net income | $30M; Q4 Adjusted EBITDA $42M |
Notable strategic execution: insurance structure optimization via formation of Porch Reciprocal Exchange and sale of HOA (Jan 1, 2025); enhancing scalability and margin profile with commissions/policy fee model (~20% blended take-rate) . Reinsurance renewal (Apr 1, 2025) and risk oversight program strengthened .
Equity Ownership & Selling Pressure Indicators
- Near-term RSU releases: 118,685 RSUs scheduled to vest within 60 days of Mar 31, 2025; additional 364,105 RSUs vest after 60 days, indicating forward supply over the next 3 years; immediate RSU issuance from 2024 STI above 100% contributes to supply .
- Prohibition on pledging and hedging mitigates forced-selling risk; strict 10b5-1 controls reduce opportunistic trading .
Compensation Peer Group (Benchmarking)
Peer set includes Goosehead Insurance, Hippo, Lemonade, Root, HCI Group, PROS Holdings, PubMatic, TrueCar, EverQuote, Blend Labs, and others; 2024 positioning targeted median base/total cash and 75th percentile LTI .
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval was 94% in 2024; annual advisory vote cadence; the Company engages extensively with investors and maintains clawback, no repricing, and ownership guidelines .
Investment Implications
- Alignment: High proportion of performance-conditioned PRSUs (75% of LTI) tied to 2026 revenue/Adjusted EBITDA and rTSR, plus stringent ownership, anti-pledging, and clawback policies—favorable for pay-for-performance .
- Retention/CIC economics: Double-trigger acceleration with sizable CIC values ($10.8M for COO) can stabilize leadership through strategic events but create event-driven dilution risk; standard non-compete terms (12 months) reduce post-departure risk .
- Near-term supply: RSUs scheduled to vest (118,685 within 60 days; 364,105 thereafter) and STI-paid RSUs may introduce technical selling pressure; monitor 10b5-1 plan filings and Form 4s for cadence .
- Execution track record: 2024 profitability inflection and insurance structure optimization improve medium-term cash generation and incentive attainment probability; rTSR metric alignment to peers reduces absolute-price dependency risk .