Brenna McGibney
TRUPANIONAbout Brenna McGibney
Trupanion’s Chief Administrative Officer (age 56), overseeing global People Operations, Learning & Development, Pricing, and Legal/Regulatory. She joined Trupanion as Chief People Officer in July 2022 and holds a B.A. from Mount Allison University . Company-level performance over her tenure: revenues grew from $905.2M (FY22) to $1,288.7M (FY24), while EBITDA improved from negative in FY22–FY23 to positive in FY24; cumulative TSR moved from $129.30 (2022 year-end) to $83.00 (2023) to $131.12 (2024) . Revenue and EBITDA trend are shown below (S&P Global disclaimer for EBITDA).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $905,179,000 | $1,108,605,000 | $1,285,684,000 |
| EBITDA ($USD) | $(31,455,000)* | $(23,791,000)* | $12,433,000* |
Values retrieved from S&P Global.*
| Pay vs Performance – Value of $100 Investment (Cumulative TSR) | 2022 YE | 2023 YE | 2024 YE |
|---|---|---|---|
| TRUP Cumulative TSR | $129.30 | $83.00 | $131.12 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MCAN Financial Group (Toronto) | VP, Human Resources & Corporate Communications | Apr 2021 – Jul 2022 | Led HR/communications; supported corporate growth |
| LoyaltyOne (Global) | VP, Talent & Associate Experience | Mar 2011 – Jul 2020 | Directed global HR team; employee experience and operations |
External Roles
No public-company directorships disclosed for Ms. McGibney in TRUP’s 2025 proxy; she is listed only as an executive officer .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary (USD) | $300,000 | Presented in USD; paid in CAD; company adjusts CAD to align with intended USD base |
| Salary actually paid (CAD) | CAD $406,047 (USD equivalent reflected in SCT) | Exchange-rate translation noted in proxy |
| Short-term incentive target (Jan–Jun legacy) | $65,000 | 50% corporate / 50% individual goals (for non-CEO NEOs) |
| MIP target (Jul–Dec) | 50% of salary; $75,000 | 100% corporate metrics under MIP |
Performance Compensation
Short-Term Incentives (Designs and Outcomes)
Legacy program (Jan–Jun 2024): monthly goal-based; corporate metrics included Gross New Pets Added, Cancellations, and Adjusted Operating Income; non-CEO NEOs also had individual goals. Earned value could be taken as fully-vested RSUs at a 20% premium, subject to a two-year lock-up .
Management Incentive Plan (Jul–Dec 2024): annual (6 months for 2024), 100% corporate metrics: Adjusted Operating Income (AOI), Lifetime Value per Pet (LVP), and Internal Rate of Return (IRR). Overall payout was 106% of target, driven by LVP at 200% achievement, IRR at 92%, AOI at 65%; RSU conversion remained optional at a 20% premium with a two-year lock-up .
| Period | Target ($) | Earned (% of Target) | Earned ($) | Cash ($) | RSUs Value ($) | RSU Grant-Date FV ($) |
|---|---|---|---|---|---|---|
| Jan–Jun 2024 (Legacy) | $65,000 | 65% | $42,235 | $14,344 | $27,892 | $24,438 (989 RSUs granted 5/13/2024) |
| Jul–Dec 2024 (MIP) | $75,000 | 106% | $79,320 | $79,320 | $0 | $0 |
Performance Compensation – Metrics Detail (MIP 2H 2024)
| Metric | Weighting | Target | Actual/Achievement | Payout Effect | Vesting/Delivery |
|---|---|---|---|---|---|
| LVP | Not disclosed | Not disclosed | 200% achievement | Supported 106% overall payout | Cash or RSUs at 20% premium; RSUs subject to 2-year lock-up |
| IRR | Not disclosed | Not disclosed | 92% achievement | Supported 106% overall payout | Cash or RSUs at 20% premium; RSUs subject to 2-year lock-up |
| Adjusted Operating Income (AOI) | Not disclosed | Not disclosed | 65% achievement | Offset higher LVP/IRR results | Cash or RSUs at 20% premium; RSUs subject to 2-year lock-up |
Long-Term Incentives (RSUs)
- Annual performance-based RSUs granted in Feb 2025 (for 2024 performance): 15,053 RSUs; grant-date fair value $732,931; vest quarterly over two years .
- 2024 grants (spot/performance and prior-year performance recognition):
- Spot/performance RSUs: 20,000 shares; grant-date fair value $545,400; vest over four years (1/4 at ~1-year, then 1/16 quarterly) .
- 2023 performance recognition RSUs: 10,829 shares; grant-date fair value $295,307; vest as to 1/8th quarterly (two-year cadence noted) .
| 2024 RSU Grants (by type) | Shares | Grant-Date FV ($) | Vesting Terms |
|---|---|---|---|
| Performance/Spot (Feb 2024) | 20,000 | $545,400 | 1/4 at ~1-year anniversary, then 1/16 quarterly |
| 2023 Performance Recognition (Feb 2024) | 10,829 | $295,307 | Quarterly with 1/8th initial vest for two-year cadence |
| Legacy STI conversion (May 2024) | 989 | $24,438 | Fully-vested at grant; two-year lock-up |
Equity Ownership & Alignment
- Beneficial ownership: 3,738 shares; plus 5,133 RSUs vesting within 60 days of April 16, 2025 .
- Outstanding unvested equity at 12/31/2024: RSUs totaling 20,000; 6,769; 3,719; 298; 173; 279; 1,636; vesting schedules across awards follow standard Trupanion cadence (initial 1/4th or 1/8th vest then quarterly thereafter) .
- Ownership guidelines: Other Executive Officers must hold 3x annual base compensation; compliance required within five years of becoming an executive. As of Dec 31, 2024, all NEOs and directors in role ≥5 years were in compliance. Ms. McGibney became an executive in July 2022; thus guideline compliance must be achieved within five years of that date (i.e., by 2027) .
- Pledging/Hedging: Hedging prohibited. Pledging generally discouraged; pre-approval is required with ongoing oversight; limited pledging may occur under guidelines .
| Ownership Detail | Amount |
|---|---|
| Shares owned | 3,738 |
| RSUs vesting ≤60 days (as of 4/16/2025) | 5,133 |
| Unvested RSUs at 12/31/2024 (illustrative counts) | 20,000; 6,769; 3,719; 298; 173; 279; 1,636 |
| Guideline requirement | 3x base salary (exec) |
| Guideline compliance window | Within 5 years of becoming executive (joined Jul 2022) |
Employment Terms
- Employment agreements: None for NEOs (offer letters may exist; Mr. Qureshi example only). Ms. McGibney has no individual employment agreement disclosed .
- Severance Plan (standardized for all employees, including NEOs):
- Termination without cause (non-CoC): salary continuation minimum two weeks + two weeks per completed year up to 26 weeks; any earned but unpaid bonuses; one month of medical premium; release required .
- Change in control policy (double trigger): if terminated without cause within three months before or one year after a CoC, benefits include six months of salary; any earned but unpaid bonuses; and immediate vesting of all unvested equity awards; 280G cutback to maximize net after-tax amount .
- Brenna-specific modeled payouts at 12/31/2024:
- Termination without cause: $156,171 severance + $32 benefits; total $156,203 .
- After CoC, termination without cause: $271,555 severance + $1,584,527 accelerated RSUs; total $1,856,082 .
- Clawback: Broad NACD/SEC/NASDAQ-aligned policy covers restatements, recalculations, misconduct; recoupment for incentive compensation paid on/after Oct 2, 2023 within the three completed fiscal years preceding a required restatement; policy filed as 10-K Exhibit 97.1; no clawback actions in 2024 .
- Insider trading policy: trading windows, blackout periods, pre-approval, Rule 10b5-1 plans; filed as Exhibit 19 to 2024 10-K .
Compensation Peer Group and Say-on-Pay
- Peer group: Insurance and animal health adjacencies (e.g., IDEXX, Elanco, Central Garden & Pet, American Equity Investment Life, Safety Insurance, Skyward Specialty, Universal Insurance Holdings, etc.) updated criteria in 2024 (U.S. HQ, tangential industries, >$1B revenue, recurring/B2C, pet industry relevance) .
- Say-on-Pay approval: ~96.4% support in 2024; committee viewed as endorsement of program .
Performance & Track Record (Context to role)
- Individual goals (legacy program, Jan–Jun 2024): Talent optimization & engagement; pricing strategy & operational effectiveness; organizational & leadership development; 65% outcome .
- Company performance metrics used in incentives: intrinsic value per share growth (long-term); AOI/adjusted margin (short-term); MIP metrics AOI, LVP, IRR; intrinsic value per share estimated +74% YoY for 2024 performance, informing February 2025 RSU pool allocations .
- For transparency, TRUP pay-for-performance CD&A emphasizes quarterly vesting schedules, lock-ups for STI RSU conversions, and multi-year equity cadence .
Investment Implications
- Alignment: Executive ownership guidelines (3x salary) and two-year lock-ups on STI RSU conversions reduce near-term selling pressure and promote longer horizons; governance restricts hedging and tightly oversees pledging .
- Vesting cadence and supply: Multiple RSU grants vest quarterly (some with initial 1/4th or 1/8th cliffs), creating a regular cadence of potential share settlements; however, lock-up terms on STI conversions limit immediate saleability .
- Retention risk vs CoC economics: Standard severance is modest absent a transaction ($156k modeled), but CoC double-trigger terms provide six months’ salary and full acceleration, which can incentivize continuity through strategic events (modeled total $1.86M) .
- Pay-for-performance levers: Shift to MIP with 100% corporate metrics (AOI, LVP, IRR) strengthens pay-performance linkage; outperformance in LVP/IRR drove above-target payouts (106%), signaling focus on unit economics and quality of growth .
- Benchmarking and shareholder sentiment: A tailored comparator set and strong say-on-pay approval (96.4%) mitigate pay inflation/ratcheting concerns and support program credibility .
Analysts should monitor quarterly RSU vesting schedules, conversion elections into lock-up RSUs, and any 10b5-1 plan adoptions to gauge potential insider selling flows within windows, while tracking MIP metric trajectories (AOI/LVP/IRR) as leading indicators of payout momentum **[1371285_0001193125-25-107140_d891974ddef14a.htm:35]** **[1371285_0001193125-25-107140_d891974ddef14a.htm:48]** **[1371285_0001193125-25-107140_d891974ddef14a.htm:55]** **[1371285_0001193125-25-107140_d891974ddef14a.htm:57]**.