Betsy McLaughlin
TRUPANIONAbout Betsy McLaughlin
Elizabeth “Betsy” McLaughlin, age 64, has served as an independent director of Trupanion since April 2023. She is the former CEO and Director of Hot Topic, Inc. (2000–2011) and holds a B.A. in Economics from the University of California, Irvine. At Trupanion, she brings significant executive leadership and public company experience, and serves on the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hot Topic, Inc. | Chief Executive Officer and Director; prior leadership roles since joining | CEO & Director 2000–2011; at company since 1993 | Led a public teen-oriented retailer; recognized for executive leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bark, Inc. (NYSE: BARK) | Director | Since December 2017 | Public company directorship in pet category; supports consumer/brand expertise |
Board Governance
- Independence: The Board determined Ms. McLaughlin is independent under SEC and NASDAQ rules; the Board considered her prior consulting services before appointment and found no impact on independence .
- Committee assignments (current): Compensation Committee (member); Nominating & Corporate Governance Committee (member). Compensation Committee chaired by Howard Rubin; Nominating & Corporate Governance chaired by Paulette Dodson .
- Attendance: In 2024, the Board held 6 meetings (plus 1 written consent); Compensation Committee held 6 meetings (plus 5 written consents); Nominating & Corporate Governance held 4 meetings (plus 1 written consent). No director attended fewer than 75% of Board and applicable committee meetings .
- Lead Independent Director: Dr. Murray Low; presides over executive sessions of independent directors and supports governance processes .
- Say-on-Pay context: 2024 say‑on‑pay received ~96.4% support; the committee views this as an endorsement of the program .
- Compensation Committee advisors: Meridian served in 2024; Willis Towers Watson engaged effective Jan 1, 2025; both assessed as independent with no conflicts .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual non-employee director retainer | $150,000 | Standard retainer for 2024 |
| Additional retainers (Lead Independent Director; Chairs of Board, Audit, Compensation, Nominating) | $50,000 (if applicable) | Ms. McLaughlin is not a chair; no chair/LID fee disclosed for her |
| Cash vs Equity election | Directors may elect 50% cash/50% equity or 100% cash if meeting ownership guidelines | Ms. McLaughlin elected to receive her 2024 retainer in RSUs only |
| Program cadence/deferral (updated Nov 2024) | Shift to meeting-to-meeting annual period; RSU deferral permitted until service ends | Applies prospectively; directors can defer RSU settlement until board departure |
Performance Compensation
| Component | 2024 Details | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (RSUs) | $172,510 grant date fair value | RSUs granted in first open trading window; vest quarterly on Mar 31, Jun 30, Sep 30, Dec 31, subject to continued service | Ms. McLaughlin elected RSUs only for 2024 |
| Options | None disclosed for 2024 | — | Director equity for 2024 was in RSUs; the program also allows NQOs at Board discretion |
| Performance metrics | Not applicable to director equity | Time-based vesting | No director performance metrics disclosed for equity |
2024 Non-Employee Director Compensation (TRUP proxy): Betsy McLaughlin — Cash: $0; Stock Awards (RSUs): $172,510; Total: $172,510 .
Other Directorships & Interlocks
| Company | Relationship to TRUP | Note |
|---|---|---|
| Bark, Inc. | No related-party transaction disclosed | External public board; no TRUP‑disclosed interlock or related-party tie noted |
Expertise & Qualifications
- Executive leadership and public company expertise (former CEO/Director, Hot Topic) .
- Consumer/brand and retail operations background; board experience in pet category via Bark, Inc. .
- Education: B.A. in Economics, University of California, Irvine .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Elizabeth “Betsy” McLaughlin | 10,635 | <1% |
- Ownership table as of April 16, 2025 (42,776,104 shares outstanding). No pledging/hedging by directors is permitted under company policy (hedging prohibited; pledging restricted), which supports alignment; no specific pledging by Ms. McLaughlin disclosed .
- Director stock ownership guidelines exist (minimum equity required to elect 100% cash retainer), though numeric thresholds are not disclosed; Ms. McLaughlin elected equity-only in 2024, further aligning incentives with shareholders .
Governance Assessment
- Strengths:
- Independent director serving on two key governance committees (Compensation; Nominating & Corporate Governance), with active committee cadence and strong say‑on‑pay support (~96.4%) indicating alignment with shareholder preferences .
- 2024 compensation taken 100% in equity (RSUs) supports ownership alignment; quarterly vesting promotes ongoing engagement .
- Company policies prohibit hedging and restrict pledging; maintains clawback policies exceeding SEC/NASDAQ requirements, enhancing governance posture around pay and risk .
- Independent compensation consultants engaged; change to Willis Towers Watson in 2025 after independence review .
- Risks/Watch items:
- Minor historical related-party touchpoint: $9,000 consulting fee paid to Ms. McLaughlin in 2023 before board appointment; Board subsequently affirmed her independence (immaterial amount) .
- Broader board context includes affiliations (e.g., Aflac CFO on TRUP board; Aflac a >5% holder) considered by the Board and deemed not to impair independence—continue to monitor potential perception risk though not specific to Ms. McLaughlin .
- Attendance details are aggregate; while no director fell below 75%, individual attendance percentages not disclosed—continue monitoring engagement via future proxies .
Related-Party/Conflicts: The 2025 proxy discloses no Item 404 related-party transactions >$120,000 involving Ms. McLaughlin in 2024; Board’s independence review noted prior (pre-appointment) consulting services but determined independence remains intact .