Megan Binkley
About Megan Binkley
Root’s Chief Financial Officer since March 2023, age 41, with prior roles as Deputy CFO (Nov 2022–Mar 2023) and Chief Accounting Officer (Apr 2019–Nov 2022); previously at KPMG LLP (2007–2019, senior manager) . Under Binkley and the team, 2024 marked Root’s first year of net profitability; gross written premiums grew 66% YoY, policies-in-force rose 21%, and the gross accident period loss ratio improved to 59.9% . Pay-versus-performance disclosures show 2024 GAAP net income of $31m, adjusted EBITDA of $112m, and cumulative TSR since IPO rebounding, with 2024 year-end TSR value of $14.94 (initial $100 basis) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Root, Inc. | Chief Financial Officer | Mar 2023–present | Finance leadership through return to profitability, capital structure improvements and growth in partnerships . |
| Root, Inc. | Deputy Chief Financial Officer | Nov 2022–Mar 2023 | Transition leadership; strengthened finance processes ahead of CFO appointment . |
| Root, Inc. | Chief Accounting Officer | Apr 2019–Nov 2022 | Built and led accounting, controls, reporting during scale-up phase . |
| KPMG LLP | Senior Manager (roles of increasing responsibility) | Sep 2007–Mar 2019 | Big 4 technical and audit leadership supporting public-company rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Senior Manager | 2007–2019 | External audit/technical accounting experience foundational to CFO role . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $459,000 |
| Target Bonus (% of Base) | 75% |
| Actual Annual Incentive Paid ($) | $1,032,750 (300% of target) |
Performance Compensation
| Component | Metric | Target/Framework | Actual/Outcome | Payout Impact | Vesting |
|---|---|---|---|---|---|
| 2024 Short-Term Incentive (STI) | Accident Period Gross Loss Ratio | Matrix with 63–67% axis | 59.9% (better than matrix bounds) | Company measures extrapolated to 192% | Cash paid Feb 2025 per plan . |
| 2024 Short-Term Incentive (STI) | Policy-in-Force Growth | Matrix with 20k–140k axis | ~73,000 policies | Incorporated in the 192% funding | Cash paid Feb 2025 . |
| 2024 Short-Term Incentive (STI) | Adjusted EBITDA self-funding | Max 10% of adj. EBITDA when measures ≥ target | Added 69% to STI pool | Contributed to total achievement | Cash paid Feb 2025 . |
| 2024 Short-Term Incentive (STI) | Qualitative objectives | Strategy, IR, board interactions, people/retention | Achieved; combined outcome exceeded 300% | Payout capped at 300% of target | Cash paid Feb 2025 . |
| 2024 PSUs (granted Nov 2024) | Adjusted EBITDA (CY2025) | One-year performance period | TBD (2025) | Earnable 0–200% of target | Earned shares vest 25% at certification (Feb 2026), then 25% on Jan 1 each year until fully vested . |
| 2024 PSUs (granted Nov 2024) | New Writings (CY2025) | One-year performance period | TBD (2025) | Earnable 0–200% of target | Same schedule as above . |
| 2023 PSUs | Stock price targets (4 tranches) | 45-trading-day average thresholds | First target met; 1,592 shares earned/vested on Apr 1, 2025 | Subsequent tranches depend on future thresholds | Remaining tranches time/price vest in 2026–2027, subject to hurdles . |
| 2024 Equity Grants | Target Shares | Grant-Date Fair Value ($) |
|---|---|---|
| 2024 PSUs | 37,577 | $2,838,942 |
Equity Ownership & Alignment
| Instrument | Status/Detail | Quantity | Economics |
|---|---|---|---|
| Stock Options (4/18/2019) | Exercisable | 972 | $43.20 strike; expire 4/17/2029 . |
| Stock Options (8/29/2020) | Exercisable | 555 | $145.62 strike; expire 8/28/2030 . |
| RSUs (8/9/2023) | Unvested | 54,258 | Vest schedule: 18,024 on 4/1/2025; 18,117 on 4/1/2026; 18,117 on 4/1/2027 . |
| PSUs (8/9/2023) | Unvested (price-hurdle) | 14,330 | Earn/vest tranches: 3,184 (earned 4/1/2025), then 4,777 on 4/1/2026 and 6,369 on 4/1/2027 subject to stock-price hurdles . |
| PSUs (11/13/2024) | Performance (2025 Adj. EBITDA & New Writings) | 18,789 (threshold) | Earnable up to 75,154 (200%); vest 25% at certification (~Feb 2026) and 25% annually thereafter . |
| Hedging/Pledging | Policy & status | Prohibits hedging, short sales; pledging only with prior approval; none pledged by execs/directors as of proxy date . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Executive employment agreement dated Aug 2022; at-will employment . |
| Severance (no change-in-control) | 12 months base salary; pro-rata STI through termination date; up to 12 months COBRA; 12 months’ worth of time-based vesting acceleration on equity . |
| Severance (upon/within 12 months of change-in-control) | 12 months base salary; pro-rata STI; up to 12 months COBRA; 100% acceleration of unvested equity (double-trigger) . |
| Clawback | SEC/Nasdaq-compliant; expanded to cover incentive/equity for misconduct causing serious financial/reputational harm . |
| Insider Trading Policy | Prohibits hedging, short sales, derivatives, margin purchases; pledging only with CFO/GC approval; monitoring of pledged transactions by Compensation Committee . |
| Severance Scenario (as of 12/31/2024) | Cash Severance ($) | Pro‑Rata STI ($) | Health Benefits ($) | Equity Vesting Value ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (No CoC) | $459,000 | $344,250 | $391 | $1,546,094 | $2,349,735 . |
| Involuntary Termination (With CoC) | $459,000 | $344,250 | $391 | $7,713,123 | $8,516,764 . |
| Death/Disability | — | $344,250 | — | — | $344,250 . |
Compensation Committee, Peer Benchmarking, and Say‑on‑Pay
- Compensation Committee: Nancy Kramer (Chair), Beth Birnbaum, Donna Dorsey; independent; uses Compensia as independent consultant .
- Peer Group updated in 2024 to reflect higher market cap/revenue; includes insurance/fintech names (e.g., Goosehead, Guidewire, Palomar, Upstart); prior peer group contained more traditional insurers .
- 2024 Say‑on‑Pay approval ~97%, indicating strong shareholder support for the pay program redesign (PSU-centric, capped STI) .
Performance & Track Record (Company-level context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| GAAP Net Income ($m) | (363) | (521) | (298) | (147) | 31 |
| Adjusted EBITDA ($m) | (250) | (446) | (186) | (43) | 112 |
| TSR – Value of $100 Initial Investment | 58.19 | 11.48 | 0.92 | 2.16 | 14.94 |
Key 2024 operating outcomes: net profitability achieved; GWP +66% YoY; partnerships new writings +115% YoY; policies‑in‑force +21%; gross accident period loss ratio 59.9% .
Related Policies and Risk Oversight
- Anti‑hedging and pledging restrictions, none pledged by executives/directors as of proxy date; Compensation Committee monitors pledge transactions .
- Clawback policy broadened in 2024 to include recovery of incentive/equity for intentional misconduct causing serious damage .
- Board oversight of risk, finance, and information security via Audit, Risk and Finance Committee .
Investment Implications
- Strong pay‑for‑performance alignment: 2024 STI was fully formulaic and capped at 300% after surpassing profitability/operational targets; 2024 PSUs tie directly to 2025 Adj. EBITDA and New Writings with up to 200% earnout, aligning incentives with profitable growth momentum .
- Retention and potential selling pressure windows: meaningful RSU/PSU vesting dates in 2026–2027 (Apr 1 and Jan 1 schedules) could create 10b5‑1 selling cadence; prior 2023 PSU tranche already earned in 2025, with remaining tranches dependent on price thresholds .
- Change‑in‑control economics: double‑trigger full acceleration plus cash severance/benefits create deal‑certainty for management while avoiding single‑trigger optics; equity acceleration magnitude rises materially in CoC scenarios (see table) .
- Governance signals: high 2024 Say‑on‑Pay (97%) and independent consultant usage support durability of the pay model; anti‑hedging/pledging and broadened clawback lower governance risk premium .
Overall, Binkley’s incentives are levered to continued profitable scale (Adj. EBITDA, New Writings) and operational discipline (loss ratio, PIF growth), with multi-year vesting providing retention. Watch vesting/event calendars for potential insider selling windows and monitor progress against 2025 PSU metrics for forward alignment and potential upside to realized equity compensation .