Bradley Powell
TRUPANIONAbout Bradley Powell
Bradley S. Powell is an independent director of Trupanion appointed on October 29, 2025; he is 65 and was selected for his accounting and financial acumen and public company experience. He served as CFO of Expeditors International of Washington from October 2008 to September 2025, and prior to that as CFO of Eden Bioscience from July 1998 to September 2008, where he led Eden’s 2000 IPO; he holds a B.S. in Accounting from Central Washington University . Trupanion disclosed he will serve a term expiring at the 2026 annual meeting and will participate in the Company’s standard non‑employee director compensation program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expeditors International of Washington (NYSE: EXPD) | Senior Vice President & Chief Financial Officer | Oct 2008 – Sep 2025 | Guided finance through the 2008 crisis and COVID; during his tenure the dividend rose from $0.32 to $1.54 and the company returned $11.7B via buybacks/dividends (company release) **[https://investor.expeditors.com//media/Files/E/Expeditors-IR-V2/press-release/EXPD%20appoints%20CFO%208-6-25.pdf]**. |
| Eden Bioscience Corporation | Chief Financial Officer (later President, CFO & Secretary) | Jul 1998 – Sep 2008 | Led Eden’s successful IPO in 2000 (company disclosure) . |
| Omega Environmental (public company) | Vice President & Corporate Controller | 1990s (prior to Eden) | Senior finance leadership (background source) . |
| KPMG (Peat, Marwick, Mitchell & Co.) | Audit Senior Manager | ~10 years, incl. international assignment | Public company audit experience (background source) . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | — | — | Trupanion’s 8‑K does not disclose other current public company directorships for Powell . |
Board Governance
- Independence and term: Trupanion’s Board deemed Powell an independent director under Nasdaq rules; no family relationships, no arrangement pursuant to which he was appointed, and no Item 404 related‑party transactions were disclosed; his term runs to the 2026 annual meeting .
- Committees: As of April 30, 2025 (pre‑appointment), committee compositions were: Audit (Brodén, Davidson, Rubin; Davidson chair), Compensation (Enthoven, McLaughlin, Rubin; Rubin chair), Nominating & Corporate Governance (Dodson chair, Low, McLaughlin). Powell’s committee assignment has not yet been disclosed .
- Board activity and attendance (context): In 2024 the Board held 6 meetings; Audit 9; Compensation 6; Nominating 4. No director attended fewer than 75% of Board or committee meetings on which they served; 9 of 10 then‑current directors attended the 2024 annual meeting .
- Board leadership: Dr. Murray Low serves as Lead Independent Director, presiding over independent sessions and supporting agenda setting and shareholder consultations .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual retainer (non‑employee directors) | $150,000; directors may elect 50% cash / 50% equity, or 100% cash if meeting ownership guidelines; equity typically RSUs (or options, at Board discretion) . |
| Additional retainers | $50,000 for Lead Independent Director, and for chairs of the Board, Audit, Compensation, and Nominating & Governance committees . |
| Grant/Payment timing and vesting | 2024 cadence: grants in first open trading window; vest quarterly on Mar 31, Jun 30, Sep 30, Dec 31; cash paid quarterly on same cadence . |
| Program update (Nov 2024) | Alignment from annual meeting to next annual meeting; grants in the trading window immediately prior to the annual meeting; vest quarterly across successive open windows; pro‑rated retainer for service from Jan 1, 2025 to the pre‑meeting grant window; directors may defer RSU settlement until board departure . |
Powell will participate in this program; company has not yet disclosed his specific cash/equity elections or award sizes .
Performance Compensation
| Performance-linked elements for directors | Status | Notes |
|---|---|---|
| Short‑term or long‑term performance bonuses for directors | Not applicable | Non‑employee director compensation is retainer‑based, paid in cash and/or RSUs; no performance metrics disclosed for directors . |
| RSU vesting | Service‑based | Quarterly vesting per program; optional deferral of settlement under revised program . |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| — | — | The appointing 8‑K discloses no other current public company boards for Powell and affirms no Item 404 related‑party transactions . |
Expertise & Qualifications
- Public company CFO experience spanning 17 years at Expeditors; leadership through multiple cycles and crises; recognized for financial discipline and shareholder returns (company release) .
- Prior biotech CFO experience including IPO execution at Eden Bioscience; extensive accounting background; B.S. in Accounting (CWU) .
- Appointed specifically for accounting and financial acumen and public company experience .
- Board governance context: Trupanion maintains insider trading and pledging policies that prohibit hedging and limit pledging; director compensation overseen by an independent Compensation Committee, with independent consultants (Meridian in 2024; WTW effective Jan 1, 2025) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at last proxy record date | Powell was appointed after the April 16, 2025 record date; he is not listed in the 2025 proxy’s Security Ownership table . |
| Initial filings | Company disclosed only that he will participate in the standard director program; initial Form 3/4 holdings not included in available filings here . |
| Ownership guidelines | Directors must hold equity equal to 3× annual compensation value (excluding chair compensation) within five years; eligible holdings include shares, vested RSUs/PSUs, deferred RSUs, vested in‑the‑money options (net basis), etc. . |
| Hedging/pledging | Hedging prohibited; pledging restricted under Insider Trading and Pledging Guidelines . |
Governance Assessment
- Positives for investor confidence
- Independence and clean related‑party profile under Item 404; appointed for financial rigor and public company governance experience .
- Deep finance background strengthens board oversight of financial reporting and risk; complementary to existing committee structures that emphasize financial literacy on Audit .
- Director pay program mixes cash/equity, allows RSU deferral, and is aligned with share ownership guidelines, supporting alignment with shareholders .
- Strong shareholder support on compensation: say‑on‑pay approval ~96.4% in 2024, signaling acceptance of pay practices .
- Watch items / unknowns
- Committee assignment not yet disclosed; investors should watch for Audit Committee placement and any chair roles in the 2026 proxy .
- Specific director grant/election for Powell (cash vs equity) not yet disclosed; monitor forthcoming proxy or Form 4 for alignment signals .
- Board attendance for Powell will be measurable after his first full year; board‑wide attendance in 2024 was strong (no director <75%) .
No RED FLAGS identified: Company explicitly reports no Item 404 related‑party interests, and policies prohibit hedging and restrict pledging; director compensation uses standard retainers without special guarantees .
Director Compensation (Context for benchmarking)
| Director pay element (2024 program) | Amount/Structure |
|---|---|
| Annual retainer (non‑employee) | $150,000; directors could elect RSUs or cash per policy . |
| Additional chair/LID fees | +$50,000 for LID and for chairs of Board/Audit/Comp/Nom‑Gov . |
| 2024 director payouts example (non‑employee directors) | Total compensation by director (cash + RSUs) varied from $150,000 to $262,012 depending on cash/equity elections and chair roles; e.g., Howard Rubin $200,000 cash + $62,012 RSUs = $262,012 . |
Employment & Contracts (Director)
- Standard indemnification agreement entered into with Powell upon appointment; no special arrangements, no family relationships, and no Item 404 transactions disclosed .
SAY-ON-PAY & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval ~96.4%; Committee engages external independent consultants (Meridian in 2024; WTW from Jan 1, 2025) and conducts annual risk reviews; policies include clawbacks and robust ownership guidelines .
Related Party Transactions (Conflicts)
- Company states Powell has no direct or indirect material interest in transactions requiring disclosure under Item 404(a); independence affirmed under Nasdaq rules .
- Broader board independence framework and prior related‑party considerations (e.g., Aflac alliance, director affiliations) were reviewed in the 2025 proxy; none affect the independence conclusions cited there (pre‑Powell) .
Performance & Track Record (Prior company context)
- Expeditors release notes Powell oversaw finance through major macro disruptions and under his tenure the company materially increased dividends and returned $11.7B to shareholders, signaling disciplined capital allocation in prior role **[https://investor.expeditors.com//media/Files/E/Expeditors-IR-V2/press-release/EXPD%20appoints%20CFO%208-6-25.pdf]**.
Compensation Committee Analysis (Context)
- Composition and independence confirmed; directors not present for their own pay decisions; independent compensation consultant engaged; transition from Meridian to WTW effective Jan 1, 2025; no consultant conflicts identified .
Notes on Committee Structures (Context)
- As of April 30, 2025: Audit (Brodén, Davidson, Rubin; Davidson chair); Compensation (Enthoven, McLaughlin, Rubin; Rubin chair); Nominating & Governance (Dodson chair, Low, McLaughlin). Lead Independent Director: Dr. Murray Low .
- Board and committees met regularly in 2024; no attendance issues reported for that year .