Jackie Davidson
TRUPANIONAbout Jackie Davidson
Jacqueline “Jackie” Davidson, age 64, is an independent business consultant and advisor serving on Trupanion’s board since September 2018. She is a CPA (Washington State) with a B.A. in Business Administration from Washington State University and is an NACD Board Leadership Fellow, bringing deep finance and recurring-revenue SaaS experience from CFO and VP Finance roles at Market Leader, plus public company roles at Penford Corporation and The Cobalt Group and early career at PwC . Trupanion’s board has determined she is independent under Nasdaq and SEC rules; she chairs the Audit Committee and is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Market Leader (SaaS) | Chief Financial Officer | 2008–2014 | Led finance for recurring revenue software; public company experience |
| Market Leader (SaaS) | Vice President of Finance | 2004–2008 | Scaled finance in growth SaaS model |
| Penford Corporation | Financial leadership roles | Not disclosed | Public company finance roles |
| The Cobalt Group | Financial leadership roles | Not disclosed | Public company finance roles |
| PricewaterhouseCoopers (PwC) | Early career | Not disclosed | Audit/assurance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Washington CPA Foundation | Board service (nonprofit) | Not disclosed | Nonprofit stewardship |
| Private company boards | Director | Not disclosed | Various private boards; no current public boards disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Davidson (Chair), Max Brodén, Howard Rubin; each is financially literate and designated an “audit committee financial expert” .
- Independence: Davidson is one of seven independent directors; independence affirmed after review of relationships and transactions under Nasdaq Rule 5605 and SEC rules .
- Board leadership: Lead Independent Director is Murray Low; he presides over executive sessions and supports agenda-setting and stockholder consultations .
- Attendance: In 2024, the Board met 6x, Audit Committee 9x; no director attended fewer than 75% of Board or committee meetings during their service period .
- Executive sessions: Independent directors meet without management; Lead Independent Director presided in 2024 .
- Annual meeting attendance: Nine of ten then-current directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Program Terms | Davidson 2024 Actual | Vesting/Timing |
|---|---|---|---|
| Annual retainer (non-employee director) | $150,000 | $100,000 cash (50% election) | Cash paid quarterly; service-contingent |
| Chair retainer (Audit/Comp/NomGov/Lead Independent) | +$50,000 | Included in total retainer; equity portion elected | Same quarterly cadence |
| RSU grant for retainer | Board determined RSUs for 2024; directors could elect 50% cash/50% equity or 100% cash if guideline met | RSUs $114,998 grant-date fair value (aggregate) | Vests quarterly on Mar 31, Jun 30, Sep 30, Dec 31 (2024) |
| Program cadence update (Nov 2024) | Shift to annual meeting-to-annual meeting cadence; allow RSU deferral until board exit | Applies prospectively to grants near 2025 meeting | Vest in four quarterly installments per open trading windows |
Performance Compensation
- Directors do not receive performance-based incentives (no bonus, PSU/option tied to TSR/EBITDA); director equity is time-based RSUs under the non-employee director program .
- RSU deferral option (election in calendar year prior to grant) allows settlement upon board exit; no stockholder rights until settlement .
Other Directorships & Interlocks
- No current public company directorships disclosed for Davidson; service is noted on private company and nonprofit boards (e.g., Washington CPA Foundation) .
- No compensation committee interlocks involving Davidson; compensation committee membership comprises Enthoven, McLaughlin, Rubin (Chair); Low previously served, Davidson is not listed on comp committee .
Expertise & Qualifications
- CPA (Washington); finance and accounting expertise; recurring revenue business expertise; public company experience; NACD Board Leadership Fellow .
- Audit Committee financial expert designation; strengthens oversight of financial reporting, controls, and cybersecurity risks .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 16,564 | Includes 1,000 held jointly as “Jacqueline L Davidson & Stewart P Davidson” |
| Ownership % of outstanding | ~0.039% | 16,564 / 42,776,104 shares outstanding on 4/16/2025 (record date) |
| Ownership guidelines (Directors) | 3x annual compensation value (excluding chair compensation) | All directors in role ≥5 years were in compliance as of 12/31/2024 (Davidson joined in 2018) |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and requires pre-approval and committee oversight | Company monitors pledges; limited allowances under guidelines |
Director Compensation Detail (2024)
| Item | Cash | Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| Jacqueline “Jackie” Davidson | $100,000 | $114,998 | $214,998 |
Program notes:
- For 2024, equity portion was RSUs; elections permitted 50% cash/50% equity or 100% cash if guideline met; grants vest quarterly; cash paid quarterly subject to continued service .
- November 2024 amendment aligned grants to annual meeting cadence and enabled RSU deferrals to termination of service .
Insider Trades and Filings
| Filing | Date | Event | Note |
|---|---|---|---|
| Form 4 (late filing) | January 2025 | Reported vesting of RSUs that occurred in September 2024 | Company noted one late Form 4 for Jackie Davidson |
Related Party Transactions (Conflict Scan)
- Company disclosed related-party consulting and Territory Partner payments involving the Rawlings family; no related-party transactions involving Davidson were disclosed (threshold $120,000 policy under Audit Committee oversight) .
- Independence specifically affirmed for Davidson after review of transactions and relationships (e.g., Aflac alliance via Brodén, Rubin historical service) .
Governance Assessment
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Strengths:
- Independent director with CPA credential and SaaS finance background; Audit Committee Chair and audit financial expert designation enhance board’s oversight of controls and reporting .
- Strong engagement indicators: no <75% attendance; structured risk oversight split across committees; executive sessions led by Lead Independent Director .
- Director ownership alignment: long-standing ownership guidelines (3x annual comp) with compliance across directors ≥5 years, and hedging prohibition; RSUs support equity alignment .
-
Potential red flags / watch items:
- One late Section 16 Form 4 in January 2025 regarding September 2024 RSU vesting; administrative oversight issue, not material but noted for governance hygiene .
- Broader board-related-party exposure centers on Rawlings family consulting and Territory Partner payments, not tied to Davidson; Audit Committee (chaired by Davidson) oversees related-party transaction policy—important to ensure rigorous application .
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Compensation alignment:
- Non-employee director pay appears within typical ranges; Audit Chair premium (+$50k) and equity/cash mix under elected structure; Davidson elected 50/50 cash/equity in 2024, supporting alignment without introducing performance-risk features .
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Independence and conflicts:
- Board independence majority maintained; Davidson’s independence affirmed after transaction review; no disclosed pledging/hedging; insider trading policy robust; clawback exceeds SEC/Nasdaq .
Overall signal: Davidson’s finance credentials and audit leadership are a positive for investor confidence; monitoring of filing timeliness and continued rigor on related-party oversight (given other board relationships) remains advisable .