Rachel Lam

About Rachel Lam

Rachel Lam (age 57) has served as an independent director of Porch Group since August 2021. She is Co‑Founder and Managing Partner of Imagination Capital (founded 2017), and previously led Time Warner Investments as SVP & Group Managing Director (2003–2017). Earlier, she worked in investment banking at Morgan Stanley (M&A) and Credit Suisse (Media & Telecom). She holds a B.S. in Industrial Engineering & Operations Research from UC Berkeley (1989) and an MBA from Harvard Business School (1994) .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Chair, Nominating & Corporate Governance (NCG) Committee (4 meetings); Member, Audit Committee (8 meetings) .
• Independence: Board determined Ms. Lam is independent under Nasdaq rules; Audit, Compensation, and NCG Committees are fully independent .
• Attendance: Board met 11 times in 2024; no director nominated in 2025 attended fewer than 75% of aggregate Board and committee meetings .
• NCG scope under her chairmanship includes director nominations, board/committee evaluations, governance principles, and ESG oversight .
• Enhancements in 2024: NCG recommended amending the Insider Trading Policy to remove the limited pledging exception for non-employee directors (strengthens alignment) .
• Audit Committee scope (Lam member): oversees auditor independence, internal audit, ICFR, enterprise risk (including insurance capital adequacy), and IT/cyber/AI risk; Audit Committee Report submitted with appointment of Grant Thornton for FY2025 .
• Governance practices: declassified board; plurality-plus resignation policy; prohibition on hedging and pledging by directors; over-boarding guardrails; regular executive sessions .

Fixed Compensation

Director compensation policy (effective June 2024):

• Annual Board retainers: $45,000 cash; $150,000 RSUs .
• Committee chair retainers (cash): Audit $21,000; Compensation $15,000; NCG $9,000 .
• Committee member retainers (cash): Audit $10,000; Compensation $7,000; NCG $4,000 .
• Lead Independent Director retainer: $60,000 cash; no RSU component .

Performance Compensation

Notes:

• In 2024, committee retainers shifted to cash; equity retainer increased to align to median market levels per WTW recommendation (Compensation Committee’s independent consultant; no conflicts) .
• Proxy footnotes identify 2023 “correction” fully vested RSU grants for certain directors (Kell, Pickerill, Reierson, Tulloch); no correction grant is noted for Ms. Lam .

Other Directorships & Interlocks

Expertise & Qualifications

• Skill matrix highlights: Corporate Governance; Corporate Transactions; Digital/Data/Technology; Financial Acumen; Strategy; Risk Management .
• Education: UC Berkeley B.S. (IEOR), 1989; Harvard Business School MBA, 1994 .
• Transactional and board experience across 20+ boards, with exits (Maker Studios, Bluefin Labs) .

Equity Ownership

Stock ownership guidelines (directors): Must hold ≥3x annual cash retainer within five years; all non‑employee directors are in compliance . Prohibition on hedging and pledging of Company securities applies to directors; NCG recommended removal of the limited pledging exception for non‑employee directors in 2024 .

Governance Assessment

• Strengths and signals supporting investor confidence:

  • Independent director with relevant finance, M&A, and digital expertise; serves as NCG Chair and Audit member, aligning skills with governance and risk oversight mandates .
  • Strong board process: annual evaluations, declassified board, plurality‑plus resignation policy, robust insider trading and anti‑hedging/pledging rules; NCG tightened pledging restrictions in 2024 .
  • Attendance and engagement: Board met 11 times; no director fell below 75% threshold; extensive committee activity (Audit 8, NCG 4) .
  • Alignment mechanisms: director equity retainer with vesting/holding features; director ownership guidelines met .
  • Shareholder sentiment: 94% Say‑on‑Pay support in 2024; at least 98% votes for director nominees last year .

• Watch items / potential red flags:

  • Director compensation reset in June 2024 significantly increased the annual equity retainer to $150,000 and raised cash retainers; while benchmarked to median per WTW, investors may monitor overall governance pay inflation vs. performance and size .
  • Company policy allows reimbursement of personal legal expenses for SEC reporting up to $75,000 for employees and directors; while focused on compliance, some shareholders may view director perquisite availability skeptically (no specific usage by Ms. Lam disclosed) .
  • No related‑person transactions involving Ms. Lam were disclosed since January 1, 2023, which reduces conflict risk .

• Overall view: Lam brings deep transactional and governance experience, chairs a key governance committee responsible for board composition and ESG oversight, and participates in audit risk oversight (including cyber/AI). Structural safeguards (independence, ownership guidelines, anti‑hedging/pledging, resignation policy) and strong say‑on‑pay outcomes support investor confidence, with director pay changes worth continued monitoring for alignment .