Regi Vengalil

About Regi Vengalil

Independent director of Porch Group, Inc. (PRCH); age 42; on the Board since December 2020. Currently CFO of Trax Retail, Inc. (private), with prior CFO roles at Metromile (public, sold to Lemonade in 2022) and Egencia (Expedia Group). Holds a B.S. in Economics and an M.B.A., both with honors, from the Wharton School, University of Pennsylvania. Core credentials: financial acumen, corporate transactions, underwriting/capital allocation experience in insurance, and strategy.

Past Roles

External Roles

Board Governance

• Independence: Board determined Vengalil is an “independent director” under Nasdaq rules.
• Attendance: Board met 11 times in 2024; no director serving during 2024 and nominated in 2025 attended <75% of aggregate Board and committee meetings (indicates satisfactory attendance). In 2023, Board met 8 times with the same attendance threshold met by all directors.
• Committee assignments and chair roles:
  • 2023: Chair, Mergers & Acquisitions (M&A) Committee; Member, Nominating & Corporate Governance (NCG). The M&A Committee ceased operations after the 2024 Annual Meeting.
  • Effective June 2024: Appointed to Audit Committee (replacing Kell). No longer on NCG (Reierson appointed).
  • Current committees (2024–2025 cycle): Audit Committee member; Audit Committee chaired by Tulloch; Audit’s remit includes financial reporting, internal controls, enterprise risk, IT/cybersecurity/AI control oversight, and insurance capital/risk.
• Lead Independent Director: Not applicable to Vengalil (role held by Alan Pickerill).

Fixed Compensation (Director)

• Director pay structure change (effective Jun 2024): Annual Board cash retainer increased from $30,000 to $45,000; RSU annual retainer from $80,000 to $150,000; committee chair and member retainers now paid in cash (Audit Chair $21k; Members: Audit $10k, Comp $7k, NCG $4k). Lead Independent Director retainer moved to $60k cash (no RSU). M&A Committee paused.
• RSU vesting/holding: Director RSUs vest after one year; two-thirds subject to resale restrictions that lapse in equal increments on first and second anniversaries of vesting; full vest/lapse on disability, removal without cause, or other termination; change-in-control acceleration if awards not assumed.

Performance Compensation (Director)

• Non-employee director compensation is not performance-based; it consists of fixed cash retainers and time-based RSUs per the director policy. No director performance metrics apply.

Other Directorships & Interlocks

• Current public company boards: None disclosed for Vengalil.
• Compensation Committee interlocks (company-wide disclosure): None; no member was a Company officer/employee during 2023.

Expertise & Qualifications

• Education: B.S. Economics; M.B.A., Wharton School, University of Pennsylvania (with honors).
• Skills matrix: Corporate transactions, digital/data/technology, financial acumen, human capital management, international experience, leadership, strategy, underwriting & capital allocation.

Equity Ownership

• Ownership guidelines: Non-employee directors must own ≥3x annual cash retainer in Company stock within 5 years; all non-employee directors meet this requirement.
• Outstanding awards as of Dec 31, 2024: Each non-employee director had 81,081 unvested RSUs from the 2024 annual grant.
• Hedging/pledging: Fully prohibited for directors; 2024 policy removed the prior limited pledging exception.

Say-on-Pay & Shareholder Sentiment

Director election support (Regi Vengalil):

• 2024: For 52,722,857; Withhold 936,754; Broker non-votes 21,089,156.
• 2025: For 74,366,127; Withhold 585,354; Broker non-votes 15,584,261.

Related Party & Conflicts

• Related-party transactions: Company discloses none requiring reporting since Jan 1, 2023 (other than standard indemnification agreements).
• Conflict controls: Board-level related person transaction policy administered by the Audit Committee; director resignation policy for unresolved conflicts; “plurality plus” resignation framework in uncontested elections.

Insider Trades

• Form 4 corrections: Company disclosed fully vested RSU grants made Jun 8, 2024 to correct 2023 director equity retainer calculations; Form 4s filed Jun 11, 2024 (Vengalil correction amount $93,250).
• Hedging/pledging prohibited; 10b5-1 plans allowed under strict guidelines.

Governance Assessment

• Positives

  • Independent director with deep finance/M&A background; now on Audit Committee, aligning expertise to risk oversight (financial reporting, internal controls, cybersecurity/AI controls, and insurance capital/risk).
  • Strong shareholder support for director elections in 2024 and 2025 (minimal withholds).
  • No related-party transactions; strict prohibition on hedging/pledging; directors meet stock ownership guidelines, supporting alignment.
  • Board/committee attendance threshold met; governance practices include annual Board/committee self-evaluations and Lead Independent Director structure.

• Watch items

  • Say-on-Pay support decreased from 94% (2024) to 80.7% (2025); while still passing, the downward trend bears monitoring for potential shareholder concerns about executive pay design or quantum.
  • One-time 2024 RSU “correction” grants to directors (including Vengalil) indicate prior-year grant calculation issues; management addressed via Form 4s, but grant administration accuracy should continue to be scrutinized.

• Overall implication: Vengalil’s movement onto the Audit Committee and insurance/transaction background bolster Porch’s risk oversight during a period of insurance structure transition. Absent related-party issues and with ownership alignment, the governance signals are supportive; continued attention to compensation perceptions (given 2025 Say-on-Pay moderation) and flawless equity grant administration is advisable.