Mahtiyar Bonakdarpour
About Mahtiyar Bonakdarpour
Mahtiyar Bonakdarpour, age 38, is President (since Feb 2024) and Chief Technology Officer (since Feb 2022) at Root; previously Chief Data Science & Analytics Officer (from Jul 2021) and VP of Data Science (from Jul 2018). He was a visiting scholar at Yale (2017–2019) and a research assistant at the University of Chicago (2014–2019) . In 2024 Root reached net profitability, grew gross written premiums 66% YoY, increased new writings 115%, policies-in-force 21%, and achieved a 59.9% gross accident period loss ratio; these outcomes drove high incentive funding tied to Adjusted EBITDA and operating metrics . Pay-versus-performance disclosures show 2024 Adjusted EBITDA of $112M and net income of $31M, with TSR rebounding since 2023 albeit below peer pace .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Root, Inc. | President | Feb 2024–present | Executive leadership over technology and operations; profitability initiatives and growth execution connected to 2024 metrics . |
| Root, Inc. | Chief Technology Officer | Feb 2022–present | Technology strategy and execution; underwriting, pricing, and platform enhancements linked to improved loss ratio . |
| Root, Inc. | Chief Data Science & Analytics Officer | Jul 2021–Feb 2022 | Data science leadership supporting pricing fairness and underwriting performance . |
| Root, Inc. | VP, Data Science | Jul 2018–Jul 2021 | Built data science capability; foundation for DTC and partnership channel analytics . |
| Yale University | Visiting Scholar | Sep 2017–Mar 2019 | Academic research; advanced analytics exposure . |
| University of Chicago | Research Assistant | Sep 2014–Mar 2019 | Research experience; quantitative methods . |
External Roles
No external public-company directorships or committee roles were disclosed in the executive officer biography section of the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 541,346 (paid) / 550,000 approved base |
| Target Annual Incentive (% of Salary) | — | 60% | 100% |
| Annual Cash Incentive Paid ($) | 594,000 | 900,000 | 1,650,000 |
| “Bonus” (Discrete cash bonus) ($) | 500,000 | 1,275,000 | — |
| Stock Awards ($ grant-date fair value) | 8,052,893 | 1,503,127 | 5,001,939 (PSUs) |
| Total Comp ($) | 9,656,228 | 4,188,212 | 7,199,042 |
Performance Compensation
2024 Short-Term Incentive Program (STI)
| Metric | Target framework | Actual | Funding outcome | Vesting/Payment |
|---|---|---|---|---|
| Accident Period Gross Loss Ratio | Matrix axis range: 63%–67% | 59.9% | Company measure achievement extrapolated to 192% | Paid in cash in Feb 2025 as part of STI |
| Policy-in-Force Growth | Matrix axis range: 20,000–140,000 policies | ~73,000 policies | Company measure achievement extrapolated to 192% (with loss ratio) | Paid in cash in Feb 2025 as part of STI |
| Adjusted EBITDA Component | Up to 10% of Adjusted EBITDA when company measures ≥ target | Contributed 69% funding | Added 69% to matrix outcome | Paid in cash in Feb 2025 |
| Qualitative objectives | Strategy/IR/board interactions/employee measures | Achieved; taken into account | Would push >300%; committee capped | Paid; NEO achievement capped at 300% of target |
Result for Bonakdarpour: Target STI $550,000; payout at 300% = $1,650,000 .
2024 PSU Award Design (Granted Nov 13, 2024)
| Element | Terms |
|---|---|
| Target PSUs | 66,207 target (up to 200% max) |
| Performance period | Calendar year 2025 |
| Performance metrics | Adjusted EBITDA 2025 and New Writings 2025 |
| Vesting | 25% of earned PSUs at certification (expected Feb 2026); 25% on/about Jan 1 of each year thereafter until fully vested |
| Grant-date fair value | $5,001,939 |
2023 PSU (Stock-Price Condition) Realization and Schedule
| Element | Terms / Outcomes |
|---|---|
| Structure | Four stock price hurdles; 45-trading-day average condition and time-based service |
| Earned at first hurdle | 14,348 shares earned/vested on Apr 1, 2025 |
| Future scheduled vesting (subject to price hurdles) | 43,043 units on Apr 1, 2026 and 57,390 units on Apr 1, 2027 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (April 7, 2025) | 384,340 Class A shares (3.4% of Class A) and 15,392 Class B shares via exercisable options; % total voting power ~1.0% . |
| Options (strike/expiry) | 3,240 options at $12.20 expiring 7/20/2028; 12,152 options at $43.20 expiring 4/17/2029 . |
| RSUs outstanding (illustrative) | 22,080 RSUs vesting quarterly through Apr 2026; 72,316 RSUs with tranches Apr 1, 2026 and Apr 1, 2027 . |
| PSUs outstanding (threshold display) | 33,104 (2024 grant reported at threshold) with market value $2,403,019 as of 12/31/2024 . |
| Hedging/pledging policy | Company prohibits hedging and short sales; pledging only with prior approval; none of executive officers have pledged as of proxy date . |
| Ownership guidelines | Not disclosed for executives in proxy; compensation committee monitors pledging . |
Vesting Calendar and Potential Selling Pressure
| Date | Instrument | Shares | Notes |
|---|---|---|---|
| Quarterly through Apr 2026 | RSUs (4/1/2022 grant) | 22,080 | Equal quarterly vesting through Apr 2026 . |
| Apr 1, 2026 | 2023 PSUs | 43,043 | Subject to stock-price hurdles; tranche scheduled . |
| Apr 1, 2026 | RSUs (8/9/2023 grant) | 24,399 | Scheduled RSU tranche . |
| Feb 2026 (Certification) | 2024 PSUs | 25% of earned | Initial 25% vests upon certification of FY2025 performance . |
| Jan 1, 2027 | 2024 PSUs | 25% of earned | Annual time-based vest . |
| Apr 1, 2027 | 2023 PSUs | 57,390 | Subject to stock-price hurdles . |
| Apr 1, 2027 | RSUs (8/9/2023 grant) | 31,886 | Scheduled RSU tranche . |
Employment Terms
| Provision | Bonakdarpour Terms |
|---|---|
| Employment agreement | Executive employment agreement dated Dec 2021; at-will . |
| Severance (no change in control) | 12 months base salary; pro-rata STI; up to 12 months COBRA; 12 months worth of time-based vesting acceleration on unvested awards . |
| Severance (within 12 months of change in control) | 12 months base salary; pro-rata STI; COBRA; 100% acceleration of unvested equity (double-trigger) . |
| Voluntary resignation | 12 months base salary; pro-rata STI . |
| Non-compete / non-solicit | Not disclosed in proxy –. |
| Clawback policy | Compliant with SEC/Nasdaq; expanded to permit recovery for intentional misconduct causing serious financial/reputational harm; equity grants include clawback language . |
| Hedging/pledging | Hedging prohibited; pledging only with CFO/GC approval; none pledged . |
Potential Payments (Hypothetical at 12/31/2024)
| Scenario | Cash Severance ($) | Pro-rata STI ($) | Health ($) | Equity Vesting ($) |
|---|---|---|---|---|
| Voluntary resignation | 550,000 | 550,000 | — | — |
| Involuntary (no CIC) | 550,000 | 550,000 | — | 4,378,121 |
| Involuntary (with CIC) | 550,000 | 550,000 | — | 21,094,509 |
| Death/Disability | — | 550,000 | — | — |
Performance & Track Record
- 2024 operating results: net profitability achieved; gross written premiums +66% YoY; new writings +115%; policies-in-force +21%; gross accident period loss ratio 59.9%; term loan refinanced .
- Say-on-Pay support: 97% approval at 2024 annual meeting, with program redesigned to PSUs aligning pay to performance .
- Pay vs performance: 2024 Adjusted EBITDA $112M and net income $31M; TSR recovery underway since 2023, still lagging peer group .
Compensation Structure Analysis
- Mix shift to PSUs: 2024 long-term incentives delivered as PSUs tied to Adjusted EBITDA and New Writings with 200% upside; additional time-based vesting extends retention through 2028 .
- At-risk pay emphasis: High proportion of variable compensation; STI funded at 300% due to strong operational results and Adjusted EBITDA .
- Governance guardrails: Clawback expanded in 2024; hedging prohibited; controlled pledging; independent consultant used (Compensia) .
Related Party and Alignment Considerations
- Indirect interests: Footnote notes indirect pecuniary interest via spouse’s carried interest in certain Drive Capital vehicles; no voting or investment control by Bonakdarpour or spouse over those shares .
- No pledging or hedging: As of proxy date, none of the executive officers had pledged Root equity; hedging prohibited .
Investment Implications
- Alignment: Significant equity exposure via RSUs/PSUs and options, with stringent anti-hedging/pledging, supports pay-for-performance alignment as PSUs depend on 2025 Adjusted EBITDA and New Writings and then time-based vesting through 2028 .
- Retention: Multi-year vesting calendars (2026–2027 PSU/RSU tranches; 2024 PSUs vesting 2026–2028) suggest strong retention hooks; severance terms include double-trigger full acceleration under change-in-control, lowering departure risk but raising M&A cost considerations .
- Trading signals: Notable vest dates (Feb 2026 certification; Apr 1, 2026/2027 tranches; Jan 1 annual PSUs) may create episodic supply from net-share settlements, especially if price hurdles on 2023 PSUs are met; monitor blackout periods and Form 4s near these dates .
- Performance linkage: 2024 STI at 300% underscores sensitivity to underwriting and growth metrics; continued strength in Adjusted EBITDA and New Writings would drive 2024 PSUs realization, potentially amplifying executive equity gains aligned with shareholder value .
Note: All information is sourced from Root, Inc.’s 2025 DEF 14A proxy statement and associated tables –.