Howard Rubin

About Howard Rubin

Howard Rubin (age 72) is an independent director of Trupanion, Inc., serving since March 2010. He previously served as Trupanion’s Chief Operating Officer (March 2010–May 2014), Secretary (July 2012–August 2013), and later as a consultant (May 2014–December 2020). Rubin holds an MBA from Washington University in St. Louis (Olin Business School) and a BA from Ohio Wesleyan University, with extensive leadership experience in veterinary care and animal health industries .

Past Roles

External Roles

Board Governance

• Committees: Audit Committee member; Compensation Committee Chair .
• Independence: The Board determined Rubin is independent under NASDAQ/SEC rules, despite prior executive/consultant roles and current compensation as subsidiary director; Board concluded these relationships do not impair independence .
• Attendance and engagement: In 2024, the Board met 6 times, Audit Committee 9, Compensation Committee 6; no director attended fewer than 75% of Board and committee meetings during their service; executive sessions led by the Lead Independent Director occurred regularly .
• Tenure: Director since 2010 .
• Lead Independent Director: Murray Low serves as LID; not Rubin .

Fixed Compensation

Additional program features:

• Retainer can be received 50% cash / 50% equity or 100% cash if ownership guidelines met; 2024 equity grants were RSUs, vesting quarterly; payments quarterly, subject to continued service .
• November 2024 amendment aligned compensation cadence to director terms and enabled deferral of RSU settlement until director leaves the board .

2024 Non-Employee Director Compensation (Rubin):

Performance Compensation

• Director equity is time-based RSUs; no performance-vested director awards disclosed .
• As Compensation Committee Chair, Rubin oversees executive incentive designs and metrics:
  • Short-Term Incentive (legacy Jan–Jun 2024): Corporate metrics included Gross New Pets Under Three, Cancellations, and Subscription Adjusted Operating Income; mix of corporate vs individual goals; payout 0–200% of target; option to take fully-vested RSUs at 20% premium with 2-year lock-up .
  • Management Incentive Plan (MIP Jul–Dec 2024): 100% corporate metrics—Total Adjusted Operating Income (AOI), Lifetime Value per Pet (LVP), Internal Rate of Return (IRR); 2024 payout approved at 106% of target based on 200% LVP, 92% IRR, 65% AOI .
  • Long-Term Incentives: RSUs granted based on estimated growth in intrinsic value per share; for 2024 performance, equity pool 1.8M shares, 631,482 allocated in 2025; awards vest quarterly over two years .

Key incentive metrics overview:

Other Directorships & Interlocks

• Independence affirmed: Board reviewed subsidiary roles and other relationships; determined Rubin remains independent .
• Compensation Committee Interlocks: Rubin formerly an officer (>10 years ago) and began receiving compensation for subsidiary board service in 2024; disclosed by TRUP in interlocks section .

Expertise & Qualifications

• Industry expertise: Extensive leadership in veterinary care and animal health, including CEO roles and founding of specialty veterinary hospitals .
• Financial oversight: Audit Committee member; Board designated each audit member (including Rubin) as an “audit committee financial expert” .
• Governance leadership: Compensation Committee Chair overseeing incentive design and pay-for-performance alignment .

Equity Ownership

• Stock ownership guidelines: Board members required to hold 3x annual compensation value (excl. chair comp); must be met within five years; as of Dec 31, 2024, all directors in role ≥5 years (including Rubin) were in compliance .
• Pledging/hedging: Company prohibits hedging and limits pledging with pre-approval; no pledging by Rubin disclosed .

Governance Assessment

• Strengths:

  • Independent director with deep sector expertise enhances board effectiveness in TRUP’s core veterinary insurance domain .
  • Compensation Committee Chair and Audit Committee member roles indicate strong involvement in incentive oversight and financial governance; designated audit financial expert .
  • High engagement: Board and committee activity robust; no director fell below 75% attendance; regular executive sessions .
  • Ownership alignment: Meaningful shareholdings with compliance to ownership guidelines; director RSU deferral option allows longer-term alignment .

• Potential conflicts/monitoring items:

  • Subsidiary board compensation: Rubin receives RSU retainers for TRUP insurance subsidiaries (APIC, GPIC, ZPIC, QPIC). The Board concluded independence is unaffected, but investors should monitor subsidiary oversight structures and compensation decisions for related-party optics .
  • Section 16 compliance: Rubin filed one late Form 4 in Jan 2025 related to RSU vesting in Sep 2024; minor compliance lapse but noteworthy for process rigor .

• Signals affecting investor confidence:

  • Clear disclosure of director compensation structure (cash vs equity), committee roles, and independence determinations supports governance transparency .
  • Compensation Committee’s use of quantitative metrics (AOI, LVP, IRR) and intrinsic value-based LTI framework indicates disciplined pay-for-performance oversight under Rubin’s chairmanship .

Red Flags to watch: Related-party perceptions from subsidiary board fees even if independence is affirmed; recurring late Section 16 filings (currently a single late filing) could indicate process issues if persistent .