Paulette Dodson
TRUPANIONAbout Paulette Dodson
Independent director at Trupanion (TRUP) since April 2023; age 61. Former General Counsel and Corporate Secretary at Alight (2018–2022) and PetSmart (2012–2018); prior senior legal roles at Sara Lee. Education: B.A. in Urban Legal Studies (City College of New York) and J.D. (Cornell Law School). Recognized for extensive corporate governance experience; currently chairs TRUP’s Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alight Solutions LLC | General Counsel & Corporate Secretary | May 2018 – Aug 2022 | Led corporate governance, compliance, risk oversight |
| PetSmart Inc. | SVP, General Counsel & Corporate Secretary | July 2012 – May 2018 | Public-company governance, M&A, compliance |
| Sara Lee Corporation | Senior VP, General Counsel & Corporate Secretary | 2010 – 2012 | Corporate governance and legal leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Trupanion, Inc. (Nasdaq: TRUP) | Independent Director; Chair, Nominating & Corporate Governance | Apr 2023 – Present | Nominating & Corporate Governance (Chair) |
| Portillo’s Inc. (Nasdaq: PTLO) | Independent Director | Dec 2021 – Present | Audit; Nominating & Corporate Governance |
| BARK, Inc. (NYSE: BARK) | Independent Director; Chair, Corporate Governance & Nominating | Mar 2023 – Present | Corporate Governance & Nominating (Chair) |
| Nonprofit Boards | Director (United Way of Metro Chicago; Mather; Better Government Association) | Various | Governance leadership |
Board Governance
- Independence: TRUP Board determined Dodson is independent under SEC/Nasdaq standards .
- Committee assignments (TRUP): Chair, Nominating & Corporate Governance; committee includes Dodson, Low, McLaughlin .
- Attendance: In 2024, no TRUP director attended fewer than 75% of Board/committee meetings; Board held 6 meetings; her committees met regularly (Nom/Gov: 4 meetings + 1 consent; Audit: 9; Comp: 6) .
- Executive sessions: Independent director sessions conducted; Lead Independent Director (Murray Low) presides .
- Governance policies: Insider trading policy prohibits hedging; pledging generally discouraged and requires pre-approval; robust clawback in place .
Fixed Compensation
| Company | Period | Cash Retainer ($) | Equity/Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Trupanion (TRUP) | FY2024 | 100,000 | 114,998 | 214,998 |
| Portillo’s (PTLO) | FY2024 | 80,000 | 120,000 | 200,000 |
| BARK | FY2024 | 41,250 | 300,000 | 341,250 |
- TRUP director program: Annual retainer $150,000; committee chairs and lead independent director receive additional $50,000 (Dodson as Nom/Gov Chair) . For 2024, Dodson elected 50% cash and 50% RSUs; equity grants vest quarterly in the year .
- Program updates (TRUP, Nov 2024): Director equity cadence aligned to annual meeting cycle; RSU settlement deferral allowed until board exit .
Performance Compensation
| Feature | TRUP Director RSUs | BARK Director RSUs | PTLO Director RSUs |
|---|---|---|---|
| Form | RSUs for equity portion of retainers | Initial RSU grant typically $300,000; annual refresh ~$100,000 | Annual RSUs retainer; $120,000 grant in 2024 |
| Vesting | Four quarterly installments (Mar 31, Jun 30, Sep 30, Dec 31) | Initial: vest at 1-year; annual refresh: vest at 1-year | Annual RSUs vested fully by year end |
| Deferral | Optional deferral of RSU settlement until departure from Board | Board-approved deferral program for directors | Not disclosed |
Note: Director equity is time-vested; no disclosed performance metrics applied to director compensation (distinct from executive incentives) .
Other Directorships & Interlocks
- Interlock: Dodson and Betsy McLaughlin serve on both TRUP and BARK boards, potentially increasing information flow across pet ecosystem firms; Dodson chairs governance at BARK; McLaughlin sits on TRUP and BARK committees .
- Sector overlap: BARK (pet products) operates adjacent to TRUP’s pet insurance; Portillo’s is unrelated (restaurants) .
Expertise & Qualifications
- Corporate governance leader; extensive public-company experience and board advisory background .
- Legal, compliance, and risk management across consumer, pet retail, and IT services .
- Education: B.A. City College of New York; J.D. Cornell Law School .
Equity Ownership
| Company | Beneficial Ownership | Notes |
|---|---|---|
| Trupanion (TRUP) | 8,526 shares (under 1%) | Director stock ownership guidelines: 3x annual compensation (excluding chair comp); 5-year compliance window |
| BARK | 277,778 RSUs vested with settlement deferred | Director ownership guidelines: 5x annual cash retainer; hedging/pledging prohibited |
- Hedging/pledging: Prohibited or restricted under TRUP and BARK policies; no pledging activity disclosed for Dodson .
Insider Trades
| Date | Filing | Description |
|---|---|---|
| Jan 2025 | Form 4 (late) | Late filing noted by TRUP relating to vesting of RSUs in Sep 2024 (administrative timing issue) |
Governance Assessment
-
Strengths:
- Independent status and multi-company governance leadership (chairs governance committees at TRUP and BARK) .
- Solid engagement indicators at TRUP (board/committee attendance above thresholds; structured executive sessions) .
- Director compensation structure emphasizing equity aligns with shareholder interests; RSU deferral tightens alignment horizon .
- Robust guardrails: hedging/pledging restrictions, clawback policy, insider trading controls .
-
Potential risks/considerations:
- Board interlocks (TRUP and BARK) may require ongoing monitoring for conflicts, particularly in vendor/partner contexts within the pet ecosystem; governance committee chair roles mitigate via formal policies .
- Administrative late Section 16 filing (Form 4) suggests process timing rather than substantive issue, but remains a minor procedural red flag .
- Related party transactions: None disclosed for Dodson; TRUP lists other insider-related consulting/territory partner payments, not involving Dodson .
-
Broader shareholder context:
- TRUP say‑on‑pay support ~96.4% in 2024 signals investor confidence in compensation governance framework overseen by the board .