Shawn Tabak
Porch GroupAbout Shawn Tabak
Shawn Tabak is Chief Financial Officer of Porch Group, appointed in November 2022; age 46; B.A. in Economics from the University of California, Santa Barbara; prior experience includes CFO at Naked Wines, VP Finance at Upwork, VP Investor Relations & Treasury at Shutterfly, and CFO/SVP Finance at Clean Power Finance, with early career at KPMG where he earned his CPA and advised technology/internet clients on M&A and finance transactions . During his tenure, PRCH delivered full-year 2024 revenue of $437.8m and achieved positive Adjusted EBITDA of $7.2m for 2024, with Q4 2024 Net Income of $30m and Adjusted EBITDA of $42m, reflecting progress on profitability and insurance model transformation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Naked Wines, Plc (LSE: WINE) | Chief Financial Officer | 2020–2022 | Led finance for a direct-to-consumer wine business |
| Upwork, Inc. | Vice President of Finance | Mar 2020–Dec 2020 | Finance leadership at online talent marketplace |
| Shutterfly, Inc. | VP, Investor Relations & Treasury | 2016–2020 | Investor relations, treasury, capital markets |
| Clean Power Finance, Inc. | CFO & SVP Finance | 2012–2016 | CFO responsibilities in clean energy finance |
| KPMG LLP | Advisory (CPA) | Early career | Earned CPA; advised technology/internet clients on M&A and finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in PRCH filings |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $390,000 | $410,000 |
| Target Bonus (% of salary) | 50% | 60% (increased to recognize contributions/tenure) |
| Actual 2024 Bonus Paid ($) | — | $299,627 |
| 2024 Bonus Payout Form | — | $232,269 cash + 11,943 immediately vested RSUs (grant-date value $67,358) |
Performance Compensation
2024 Short-Term Incentive (STI) – Bonus Plan
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout on Metric | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Revenue (GAAP) | 50% | $422m | $461m | $500m | ~$437.8m | 58% of metric | Cash up to 100% achievement; >100% in immediately vested RSUs |
| Incentive Plan Adjusted EBITDA | 50% | $(1.7)m | $1.5m | $20m | $46.4m incl. $39.2m Committee-approved adjustments (catastrophic weather) | 200% of metric | Cash up to 100% achievement; >100% in immediately vested RSUs |
| Total STI Payout | — | — | — | — | — | 129% of target | $232,269 cash + 11,943 RSUs (Tabak) |
Notes: Clawback policy applies to incentive-based compensation per Nasdaq listing standards .
2024 Long-Term Incentive (LTI) – RSUs & PRSUs
| Element | Grant Date | Design / Metric | Weighting | Target Grant (Value/Shares) | Vesting |
|---|---|---|---|---|---|
| RSU (Annual) | Apr 5, 2024 | Time-based | 25% of LTI | $205,000; 63,252 RSUs | 25% on Apr 5, 2025; then semiannual over 36 months |
| PRSU (Annual) – rTSR | Apr 5, 2024 | Relative TSR vs S&P SmallCap 600 | 33.3% | 31,626 target; 0–200% payout; rTSR schedule (25th=50%, 50th=100%, ≥75th=200%) | Vests after performance determination post-2026 |
| PRSU (Annual) – Revenue | Apr 5, 2024 | 2026 Revenue goal | 33.3% | 31,626 target; 0–200% payout | Vests after performance determination post-2026 |
| PRSU (Annual) – Adjusted EBITDA | Apr 5, 2024 | 2026 Adjusted EBITDA goal | 33.3% | 31,626 target; 0–200% payout | Vests after performance determination post-2026 |
| RSU (New-Hire Tranche 3) | Dec 2, 2024 | One-time new-hire award (3rd of 4 tranches; total $900k) | — | 88,922 RSUs (60-day VWAP sizing) | Semiannual over 1 year from grant date |
Adjustment policy: Committee pre-approved objective adjustments for catastrophic insurance events, accounting changes, acquisitions/divestitures for PRSU financial metrics .
2025 LTI Program (Approved April 4, 2025)
| Element | Grant Date | Metric | Weighting | Target PRSUs / RSUs | Aggregate Grant Value |
|---|---|---|---|---|---|
| PRSU (Target) | Apr 4, 2025 | rTSR (Apr 1, 2025–Dec 31, 2027) | 33.3% | 148,204 PRSUs (target) | $750,000 |
| PRSU (Target) | Apr 4, 2025 | Adjusted EBITDA (FY 2027) | 33.3% | Included above | Included above |
| PRSU (Target) | Apr 4, 2025 | Revenue (FY 2027) | 33.3% | Included above | Included above |
| RSU | Apr 4, 2025 | Time-based | 25% of LTI | 49,401 RSUs | $250,000 |
Payout mechanics: Each metric pays 50%/100%/200% of target (linear interpolation); rTSR cannot exceed 100% unless absolute TSR is positive over the period .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Shawn Tabak (NEO) | 22,588 | <1% | 1,609 shares held directly + 20,979 RSUs scheduled to vest within 60 days; excludes 157,025 RSUs vesting >60 days |
- Executive stock ownership guideline: NEOs must hold 2x current base salary; time-based RSUs count, PRSUs/options do not; Tabak is anticipated to be in compliance within the requisite timeframe .
- Hedging/pledging: Full prohibition on hedging and pledging for officers, directors, and employees .
Outstanding Equity Awards at FY-End (Dec 31, 2024)
| Award Type | Grant Date | Unvested/Unearned Units | Vesting / Notes | Market Value at 12/31/2024 ($) |
|---|---|---|---|---|
| RSU | Apr 7, 2023 | 25,830 | 25% at 1st anniversary; semiannual over 3 years | $127,084 |
| RSU | Apr 5, 2024 | 63,252 | 25% at 1st anniversary; semiannual over 3 years | $311,200 |
| RSU (new-hire tranche 3) | Dec 2, 2024 | 88,922 | Semiannual over 1 year | $437,496 |
| PRSU (Apr 7, 2023 grant) | Apr 7, 2023 | 123,983 (unearned) | Earned based on stock price/2025 EBITDA/2025 Revenue; vests after 3-year service if earned | $609,996 |
| PRSU (Apr 5, 2024 grant) | Apr 5, 2024 | 189,756 (unearned) | rTSR/2026 Revenue/2026 Adjusted EBITDA; 0–200% payout; vests post-2026 if earned | $933,600 |
2024 Stock Vested
| Name | RSUs Vested (#) | Value Realized ($) |
|---|---|---|
| Shawn Tabak | 246,358 | $717,363 |
Employment Terms
| Term | CFO Employment Agreement Key Provision | Source |
|---|---|---|
| Start Date / Term | Appointed Nov 2022; Agreement initial term 36 months; auto-renew for 12-month terms; at-will employment | |
| Base Salary / Target Bonus | Base salary $390,000 at hire; target bonus 50% commencing 2023 (later increased to 60% in 2024 by Committee) | |
| Severance (Qualifying Termination) | Cash severance equal to 12 months base salary + annual target bonus; COBRA; RSUs vesting within 12 months; PRSUs accelerated at target (assumption section describes valuation) | |
| Change-in-Control (Double Trigger) | If awards assumed: unearned performance awards convert and vest 12 months from closing; upon Qualifying Termination post-CIC: all outstanding equity fully vested; options exercisable up to 12 months; if awards not assumed: full acceleration at closing | |
| Non-compete / Non-solicit | 12 months post-employment (CFO and COO); 18 months for CEO; confidentiality, proprietary rights assignment, non-disparagement covenants | |
| Clawback | Nasdaq-compliant clawback for incentive-based comp on restatement (3-year lookback; no indemnification) | |
| Tax Gross-Ups | No excise tax gross-ups on parachute payments; no option repricing | |
| Potential Payments (Estimates at 12/31/2024) | $1,298,984 (Qualifying Termination); $3,113,333 (Qualifying Termination within 12 months post-CIC); $3,113,333 (CIC, awards not assumed) |
Performance & Track Record
Financial Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 275,948,000 | 430,302,000 | 437,848,000 |
| EBITDA ($) | -78,087,000* | -114,017,000* | -42,491,000* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 100,361,000 | 104,745,000 | 119,295,000 | 118,082,000 |
| EBITDA ($) | 28,750,000* | 4,691,000* | 10,475,000* | 22,207,000* |
Values retrieved from S&P Global.*
- 2024 management highlights: Revenue $437.8m (+2% YoY), Adjusted EBITDA $7.2m (+$51.7m YoY), Q4 2024 Net Income $30m; Reciprocal formation and sale of HOA executed Jan 1, 2025 to transform insurance economics . 2025 guidance midpoints: Revenue $400m, Gross Profit $317.5m (~80% GP margin), Adjusted EBITDA $60m; expectation of positive Adjusted EBITDA each quarter and free cash flow in 2025 .
Compensation Peer Group and Governance
- Compensation consultant: Willis Towers Watson (WTW) re-engaged; no conflicts; peer benchmarking used to set targets .
- 2024 peer group included: Agilysys, Blend Labs, Domo, Eventbrite, EverQuote, Fathom Holdings, Goosehead Insurance, HCI Group, Hippo, Lemonade, Liquidity Services, LivePerson, Logility, NI Holdings, PROS Holdings, PubMatic, QuinStreet, Root, TrueCar (with adjustments in 2025 peer group) .
- Say-on-Pay: 94% approval at 2024 Annual Meeting; annual advisory vote .
- Prohibitions: Hedging/pledging fully prohibited; option repricing prohibited; clawback policy adopted; stock ownership guidelines in place .
Risk Indicators & Red Flags
- Catastrophic weather adjustments: $39.2m of adjustments pre-approved by the Compensation Committee increased Incentive Plan Adjusted EBITDA for 2024 STI payout to maximum on that metric (200%); total STI payout at 129% of target .
- Related-party transactions: None requiring disclosure since Jan 1, 2023; indemnification agreements standard for directors/officers .
- Ownership alignment: NEO stock ownership guidelines (2x salary for CFO); anticipated compliance; prohibition on hedging/pledging reduces misalignment risk .
- Equity vesting supply: Tabak vested 246,358 RSUs in 2024 and received 11,943 immediately vested RSUs for STI overachievement; scheduled vesting of 20,979 RSUs within 60 days of Mar 31, 2025 .
Investment Implications
- Strong pay-for-performance design: STI tied solely to GAAP Revenue and Incentive Plan Adjusted EBITDA with independent grids and capped payouts; LTI weighted 75% to PRSUs on rTSR and 2026 financials, aligning incentives with multi-year value creation .
- Retention risk appears mitigated: Multi-tranche new-hire RSUs (four installments) and ongoing annual RSU/PRSU programs create a forward vesting runway; double-trigger equity acceleration and 12-month non-compete/non-solicit provide stability through strategic events .
- Change-in-control economics manageable: CFO estimated payouts range $1.3m (qualifying termination) to $3.1m (post-CIC termination or CIC without assumption), limiting outsized severance exposure while preserving executive alignment during potential transactions .
- Governance quality supportive: High say-on-pay approval, independent consultant, no excise tax gross-ups, clawback policy, and hedging/pledging prohibitions reduce compensation-related governance risks .