Margi Tooth
TRUPANIONAbout Margi Tooth
Margi Tooth, 46, is Trupanion’s President and Chief Executive Officer and has served on the Board since 2024; she is a 20-year pet insurance veteran and has been with Trupanion for over 12 years, leading revenue delivery since 2015 . Under her leadership, 2024 saw total revenue up 16% to $1,285.7 million, subscription revenue up 20% to $856.5 million, record free cash flow of $38.6 million, and an estimated $879 million increase in intrinsic value to $2.01 billion . In Q3 2025, Trupanion delivered record quarterly profitability with net income of $5.9 million, subscription revenue up 15%, and adjusted EBITDA of $19.6 million . Trupanion’s cumulative TSR metric for 2024 in the pay-versus-performance framework was 131.12 on a fixed $100 basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trupanion | CEO & President | 2024–present | Separation of Chair/CEO roles; sharpened focus on AOI/LVP/IRR; improved cash flow and profitability |
| Trupanion | President | ≤2015–2024 | Led revenue delivery since 2015; drove growth and global expansion execution |
| Trupanion | Board Director | 2024–present | Executive director; no committee assignments |
External Roles
| Organization | Role | Year(s) | Strategic Impact |
|---|---|---|---|
| Puget Sound Business Journal | Women of Influence Honoree | 2025 | Recognition of mission-driven leadership; enhances employer brand and stakeholder engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $300,000 | $400,000 (effective Jun 1, 2023) | $550,000 (effective Aug 1, 2024) |
| Target Bonus % (STI) | 20% (CEO/President framework) | 20% (increased to 40% effective Jan 1, 2024 for CEO/President) | 40% (legacy plan H1) → 100% (MIP H2) |
| Actual Annual Bonus Paid (Cash) | Waived $21,534 | $0 (converted $21,674 into RSUs) | $0 (converted $336,951 into RSUs) |
Performance Compensation
Short-Term Incentives (2024)
| Period | Plan Design | Metrics & Weighting | Target Opportunity (USD) | Payout vs Target | Delivery & Vesting |
|---|---|---|---|---|---|
| Jan–Jun 2024 (Legacy STI) | Monthly goals, quarterly review | 100% corporate: Gross New Pets <3, Cancellations, Subscription AOI | $120,000 | 49% ($59,333 earned) | 100% in fully-vested RSUs, 20% premium; RSUs granted Feb 27, 2025 with grant-date fair value $37,101 |
| Jul–Dec 2024 (MIP) | Six-month annualized goals | 100% corporate: AOI, LVP, IRR | $262,500 | 106% ($277,618 earned) | 100% in fully-vested RSUs, 20% premium; RSUs granted Feb 27, 2025 with grant-date fair value $210,696 |
Notes:
- Fully-vested STI RSUs carry a two-year lock-up; executives may elect equity at a 20% premium to cash .
Long-Term Incentives
| Performance Year | Grant | Shares | Grant-date Fair Value | Vesting Terms |
|---|---|---|---|---|
| 2024 | Annual performance-based RSUs (Feb 2025) | 50,000 | $2,434,500 | Two-year quarterly vesting (performance LTI) |
| 2024 | Promotion RSUs (Aug 19, 2024) | 48,679 | $2,109,261 | 1/4 at ~1-year, then 1/16 quarterly thereafter |
| 2024 | Spot RSUs (Feb 27, 2024) | 5,000 | $136,350 | 1/4 at ~1-year, then 1/16 quarterly thereafter |
| 2023 | Performance RSUs (Aug 2023 & Feb 2024) | 20,000 + 50,000 (aggregate 75,000) | $2,079,250 | Aug grants 4-year with 1/4+quarterly; Feb grants 2-year quarterly (performance LTI) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 193,530 shares (includes 118,784 shares held; 63,668 options exercisable within 60 days; 11,078 RSUs vesting within 60 days) |
| Ownership % of Outstanding | <1% (asterisk per proxy table) |
| Stock Ownership Guidelines | CEO: 5x base salary; other execs: 3x; directors: 3x annual compensation value |
| Compliance Status | As of Dec 31, 2024, all NEOs and directors with ≥5 years in role were in compliance |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and requires pre-approval; insider trading pre-clearance required |
| Director Compensation | As an employee-director, Ms. Tooth received no director compensation in 2024 |
Selected Outstanding Equity Awards (Dec 31, 2024)
| Award Type | Grant Date | Shares/Options | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Stock Options | May 4, 2017 | 23,448 | $17.97 | May 4, 2027 | 1/4 at year 1; monthly thereafter |
| Stock Options | Dec 21, 2015 | 40,000 | $8.93 | Dec 21, 2025 | 1/4 at year 1; monthly thereafter |
| Stock Options | Jul 24, 2015 | 19,200 | $7.78 | Jul 24, 2025 | 1/4 at year 1; monthly thereafter |
| RSUs (Promotion) | Aug 19, 2024 | 48,679 | — | — | 1/4 at ~Aug 22, 2025; then quarterly |
| RSUs (Performance) | Feb 27, 2024 | 31,250 (part of 50,000 LTI) | — | — | 1/8 quarterly vest for performance grants |
Employment Terms
| Scenario | Severance Payment | Equity Acceleration | Continued Benefits | Notes |
|---|---|---|---|---|
| Termination without Cause | $611,951 | — | $1,017 | Standard Severance Plan formula |
| Change-in-Control (CIC) + Termination without Cause (3 months pre-CIC to 12 months post-CIC) | $611,951 | $5,684,419 | — | Six months salary plus immediate vesting of all unvested equity |
Policy features:
- Company-wide Severance and CIC Plan applies to all employees; CIC is double-trigger (termination without cause in defined CIC window with equity acceleration) .
- Clawback policy exceeds SEC/Nasdaq requirements; recoveries apply to restatements and misconduct; no clawback actions in 2024 .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2024; no committee memberships |
| Independence | Not independent due to CEO role |
| Leadership Structure | CEO and Chair roles separated after Aug 1, 2024; Lead Independent Director (Dr. Murray Low) in place |
| Executive Sessions & Attendance | Board held 6 meetings in 2024; no director attended <75% of meetings; executive sessions led by Lead Independent Director |
Director Compensation (for directors generally; Ms. Tooth excluded as employee)
| Component | Policy |
|---|---|
| Annual Retainer | $150,000; additional $50,000 for lead independent director or committee chair roles |
| Form of Pay | RSUs and/or cash; RSU deferral permitted until board departure (amended Nov 2024) |
| 2024 Program Change | RSU grants aligned to meeting-to-meeting term; quarterly vest; deferrals allowed |
Compensation Peer Group (2025 update)
| Company | Ticker | Industry |
|---|---|---|
| Central Garden & Pet Company | CENT | Animal Health |
| Greenlight Capital | GLRE | Insurance |
| Heritage Insurance | HRTG | Insurance |
| IDEXX Laboratories | IDXX | Animal Health |
| ProAssurance | PRA | Insurance |
| Safety Insurance | SAFT | Insurance |
| Skyward Specialty Insurance | SKWD | Insurance |
| Stewart Information Services | STC | Insurance |
| Tiptree | TIPT | Insurance |
| Universal Insurance Holdings | UVE | Insurance |
| American Equity Investment Life | AEL | Insurance |
| Elanco Animal Health | ELAN | Animal Health |
| Employers Holdings | EIG | Insurance |
| Fidelis Insurance Holdings | FIHL | Animal Health |
| Neogen | NEOG | Animal Health |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~96.4% of votes cast FOR .
- Board recommends annual say-on-pay frequency (1 year) .
Performance & Track Record
| Period | Key Metrics | Outcome |
|---|---|---|
| 2024 | Revenue, Subscription Revenue, Free Cash Flow, Intrinsic Value | $1,285.7m revenue; $856.5m subscription; $38.6m FCF; intrinsic value up ~$879m to $2.01b |
| Q3 2025 | Net Income, Subscription Revenue Growth, Adjusted EBITDA, FCF | Net income $5.9m; subscription revenue +15%; adjusted EBITDA $19.6m; FCF $23.9m |
Compensation Structure Analysis
- Shift to objective corporate metrics (AOI, LVP, IRR) in 2H 2024 MIP elevates pay-for-performance alignment and reduces discretionary individual goal weightings .
- Performance RSU vesting moved to two years for performance LTI, increasing near-term alignment while retaining medium-term focus; new hire/promotion RSUs remain four-year .
- Ms. Tooth elected to convert 100% of 2024 STI into RSUs, adding a two-year lock-up and reducing near-term selling pressure .
Risk Indicators & Red Flags
- Clawback policy robust; no clawbacks in 2024 .
- Insider reporting: Ms. Tooth filed one late Form 4 in November 2024 relating to grant/vest events; company disclosed multiple late filings across insiders, indicating process improvement opportunities but not material issues .
- Hedging prohibited; pledging tightly controlled—mitigates alignment risks .
Investment Implications
- Alignment: High equity mix, stringent ownership guidelines, and Ms. Tooth’s full STI-to-RSU conversion with two-year lock-up suggest strong long-term alignment and subdued near-term insider selling pressure .
- Retention/CIC: Double-trigger CIC acceleration is sizable ($5.68m equity value at 12/31/24), which could factor into retention dynamics and M&A considerations .
- Execution: Objective corporate metrics (AOI, LVP, IRR) and improved operating performance (record profitability in Q3 2025) support credibility of pay-for-performance design and focus on sustainable cash generation .