Max Brodén
TRUPANIONAbout Max Brodén
Executive Vice President and Chief Financial Officer of Aflac Incorporated; age 46; joined Trupanion’s Board in 2023. Holds an M.Sc. in accounting and finance from the Stockholm School of Economics; selected for industry experience and deep finance/accounting expertise. Independent director; serves on Trupanion’s Audit Committee and is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | EVP & CFO | Apr 2017–present | Senior finance leadership at a strategic partner and >5% shareholder of TRUP; enhances audit/financial oversight expertise |
| Norges Bank | Senior Portfolio Manager | Jul 2007–Apr 2017 | Managed global financial and insurance equity portfolio; capital markets and insurance sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aflac Incorporated | EVP & CFO | Apr 2017–present | Aflac owns ~8.50% of TRUP (3,636,364 shares) and has a Strategic Alliance Agreement with TRUP; Board reviewed and maintained Brodén’s independence despite this relationship |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Jacqueline Davidson; all members (including Brodén) are independent, financially literate, and designated “audit committee financial experts.”
- Independence: Board determined Brodén is independent under NASDAQ and SEC rules notwithstanding Aflac’s >5% ownership and strategic alliance; independence unaffected.
- Attendance and engagement: In 2024, the Board held 6 meetings; Audit Committee held 9; no director attended fewer than 75% of Board and relevant committee meetings.
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual retainer (cash/equity program) | $150,000 | Non-employee director program; directors can elect cash vs. RSUs; chairs/lead independent director receive additional $50,000 annual retainer |
| Cash paid | $0 | Brodén elected to receive retainer entirely in RSUs |
| Stock awards (RSUs) | $172,510 | Aggregate grant-date fair value for 2024 RSUs |
| Total | $172,510 | Sum of components shown |
Program mechanics:
- For 2024, equity portion delivered as RSUs; awards typically vest in four quarterly installments on Mar 31, Jun 30, Sep 30, Dec 31 subject to continued service.
- Program amended in Nov 2024 to align compensation cadence with meeting-to-meeting service and allow directors to defer RSU settlement until board departure.
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director compensation is fixed retainers with time-vested RSUs, not performance-linked |
| RSU vesting (2024 awards) | Quarterly vesting on Mar 31, Jun 30, Sep 30, Dec 31, contingent on continued service |
Other Directorships & Interlocks
| Company | Role | Relationship to TRUP | Potential Interlock/Conflict Note |
|---|---|---|---|
| Aflac Incorporated | EVP & CFO | Strategic Alliance Agreement; owns ~8.50% of TRUP | Board reviewed this relationship and affirmed Brodén’s independence; audit committee independence also affirmed |
Expertise & Qualifications
- Finance and accounting expertise; insurance industry experience; capital markets background (Norges Bank).
- Audit Committee financial expert designation; financially literate.
- M.Sc. in accounting and finance, Stockholm School of Economics.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 8,571 |
| Ownership as % of outstanding | <1% (company denotes “*” for <1%) |
| Ownership guidelines (board members) | 3x annual compensation value; must be met within five years of joining the board |
| Compliance note | As of Dec 31, 2024, directors in role ≥5 years were in compliance; guideline provides five-year ramp for newer directors (Brodén joined 2023) |
Insider Trades & Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | One late Form 4 filed in Jan 2025 relating to RSU vesting that occurred in Sep 2024 |
| Hedging/Pledging | Company policy prohibits hedging; pledging discouraged and requires pre-approval/oversight; limited pledging permitted under guidelines |
Related-Party Exposure
- Aflac relationship: TRUP’s Board explicitly reviewed Brodén’s Aflac CFO role, Aflac’s >5% TRUP ownership, and the Strategic Alliance Agreement; concluded independence not impaired.
- No Brodén-specific related-party transactions disclosed in the “Certain Relationships and Related Party Transactions” section.
Governance Assessment
- Strengths:
- Independent Audit Committee member with insurance CFO expertise and “audit committee financial expert” designation; supports robust financial oversight.
- 2024 attendance met thresholds; signals engagement.
- Director compensation 100% equity (RSUs), supporting ownership alignment; program allows RSU deferral to strengthen long-term alignment.
- Considerations/RED FLAGS:
- Potential conflict: Brodén is CFO of Aflac, a major TRUP shareholder and strategic partner; while independence was affirmed, investors may scrutinize audit oversight independence given this linkage. Mitigation: formal independence determination and audit committee independence compliance.
- Minor compliance lapse: late Form 4 in Jan 2025 tied to Sept 2024 RSU vesting.
- Broader governance context:
- Executive comp oversight and pay governance appear strong; committee independence and use of external consultants (Meridian → WTW transition effective Jan 1, 2025).
- Say-on-Pay approval ~96.4% in 2024, indicating positive shareholder sentiment toward pay practices.
- Clawback policy exceeding SEC/NASDAQ requirements; hedging prohibited; pledging restricted with oversight.