Sean Kell

About Sean Kell

Sean Kell (age 56) has served as an independent director of Porch Group, Inc. since March 2022. He is currently CEO of MD2, a concierge medical service, and previously was CEO of Blue Nile (2019–Mar 2023) and A Place for Mom (2011–2019). He holds an MBA from the University of Chicago and a B.S. in Electrical Engineering from USC. Core credentials highlighted by PRCH include human capital management, leadership, and marketing .

Past Roles

External Roles

• Current public company directorships: Not disclosed in the 2025 proxy for Kell .
• Skill matrix indicates public board/government body directorship experience among board skills overall, but the proxy does not list any current public board for Kell; no interlocks disclosed for Kell .

Board Governance

• Independence: Board determined Kell is independent under Nasdaq and SEC rules .
• Committees (2024): Chair, Compensation Committee (7 meetings in 2024); previously served on Audit Committee until June 2024, when replaced by Regi Vengalil (Audit Committee held 8 meetings in 2024) .
• Attendance: In 2024, the Board met 11 times; no director nominated in 2025 attended fewer than 75% of Board and committee meetings, indicating Kell met the ≥75% threshold .
• Lead Independent Director: Alan Pickerill; Kell is not LID .
• Shareholder support signals: At least 98% of votes cast supported all directors at the 2024 Annual Meeting; Say-on-Pay received 94% support in 2024 .

Fixed Compensation (Non-Employee Director)

Notes:

• Directors receive RSUs; vest on the 1-year anniversary of grant. Two-thirds of RSUs have resale restrictions that lapse in equal parts on the 1st and 2nd anniversaries of vest; acceleration on certain terminations or if awards not assumed in a change-in-control .
• Effective June 2024, committee retainers shifted from RSUs to cash; M&A Committee paused operations and ceased compensation after June 2024 .

Performance Compensation (Director Equity Features)

Other Directorships & Interlocks

• Current public company boards for Kell: Not disclosed in proxy; prior operating roles include Blue Nile, A Place for Mom, Expedia/Hotels.com/Starbucks; no interlocks or related-party ties disclosed .
• Over-boarding policy compliance: Board states all directors comply with over-boarding limits; Audit Committee members limited to ≤2 other audit committees .

Expertise & Qualifications

• Core skills: Human Capital Management, Leadership, Marketing (Kell’s “Qualification Highlights”) .
• Board skill matrix indicates broad board competencies across governance, digital/technology, corporate transactions, risk management and strategy among directors; Kell is included across relevant skills in the matrix .

Equity Ownership

Related-Party & Conflicts Check

• Related-person transactions: “None” requiring disclosure since January 1, 2023, other than standard indemnification agreements; Audit Committee administers related-party policy .
• Insider trading policy: Pre-clearance, blackout periods, and 10b5-1 plan governance in place .
• Director perquisite policy: Board-approved reimbursement for personal legal expenses for employees/directors up to $75,000 annually for specified SEC reporting/antitrust-related needs (policy disclosed in CD&A; applicable to “any employee or director”) .
• No hedging or pledging allowed (alignment positive) .
• Compensation consultant: Willis Towers Watson re-engaged; Compensation Committee determined WTW independent and no conflicts in 2024 .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay: 94% of votes cast supported NEO compensation .
• 2024 Director elections: At least 98% of votes cast were in favor of all director nominees .
• Stockholder engagement: Company reports >200 investor meetings in 2024, including an Investor Day; board reviews feedback .

Governance Assessment

• Strengths:

  • Independent director with relevant operating experience in consumer, e-commerce, and marketing; serves as Compensation Committee Chair, indicating governance trust and influence over pay-for-performance design .
  • Strong shareholder alignment: equity retainer in RSUs; director ownership guideline met; hedging/pledging prohibitions; high 2024 shareholder support for directors and Say-on-Pay .
  • No related-party transactions involving Kell disclosed, reducing conflict risk .

• Watch items:

  • Cash retainer and equity retainer increased in 2024 to align with peer medians (Board cash $30k→$45k; RSU $80k→$150k); while market-aligned, investors often monitor retainer inflation versus company performance; committee retainers moved to cash, reducing equity-at-risk for committee service .
  • Board-level oversight of significant risk events (e.g., Vesttoo fraud response, reciprocal exchange formation) underscores workload and the need for robust committee processes; Kell’s leadership on Compensation warrants continued monitoring of incentive outcomes versus TSR and profitability trends (NEO programs emphasize rTSR, revenue, Adjusted EBITDA) .

• Red flags: None identified specific to Kell. No pledging/hedging, no related-party transactions, and attendance threshold met. Form 4s were filed in June 2024 to correct prior-year RSU counts (applied to several directors including Kell), which the company disclosed and addressed via fully vested corrective RSUs .

Appendix Tables

Director Compensation – 2024 (Kell)

Committee Assignments – 2024

Equity Ownership (as of March 31, 2025)

References to director stock ownership guidelines, hedging/pledging prohibitions, and absence of related-party transactions: .
Compensation committee consultant independence: .
Shareholder support metrics: .
Compensation Committee Report signed by Chair (Kell): .
Form 4 correction note: .