Richard Enthoven
TRUPANIONAbout Richard Enthoven
Richard Enthoven (age 54) has served as an independent director of Trupanion since November 2023. He is a founder/operator in insurance with deep pet and consumer lines exposure: founder and former CEO of The Hollard Insurance Company Pty Ltd (1999–2021), co‑founder of Greenstone Financial Services and PetSure Australia. He holds an MSc from the London School of Economics and a BA from the University of Southern California . He is currently a member of Trupanion’s Compensation Committee and is classified by the Board as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hollard Insurance Company Pty Ltd (Australia) | Founder; Chief Executive Officer | 1999–2021 | Built and scaled diversified insurance platform; global operating and underwriting experience |
| The Hollard Insurance Company (South Africa) | Director; Chairman | Director 2004–2014; Chairman 2008–2014 | Oversight of P&C and life businesses, governance leadership |
| The Hollard Life Insurance Company (South Africa) | Director; Chairman | Director 2004–2014; Chairman 2008–2014 | Board leadership across life insurance operations |
External Roles
| Organization | Role | Public/Private | Geography | Notes |
|---|---|---|---|---|
| Greenstone | Chairman | Private | Australia | Direct-to-consumer insurance distribution |
| Hollard Holdings Australia | Director | Private | Australia | Parent of Hollard’s Australian businesses |
| PetSure Australia | Director | Private | Australia | Pet insurance specialist; market adjacency to TRUP’s category |
| Insurance Council of Australia | Deputy President (former President) | Industry Association | Australia | Sector policy and advocacy leadership |
Board Governance
- Independence: The Board determined Enthoven is independent under SEC and Nasdaq rules; Board also considered his affiliations (including an entity affiliated with him, TARMAC DLTFM Limited, which in the past disclosed >5% ownership) and concluded they do not impair independence .
- Committees: Compensation Committee member (Chair: Howard Rubin; members: Rubin, Betsy McLaughlin, Enthoven) .
- Attendance: In 2024, no director attended fewer than 75% of board and applicable committee meetings (Board: 6 meetings; Compensation Committee: 6 meetings + 5 written consents) .
- Executive Sessions: Independent directors meet in executive session; Lead Independent Director presides (role held by Dr. Murray Low) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual non‑employee director retainer | $150,000 | Enthoven elected to receive retainer in cash only |
| 2024 | Committee/Chair retainers | $0 | Chairs/Lead Independent Director receive +$50,000; Enthoven is not a chair |
| Program terms | Mix and elections | Directors may elect 50% cash/50% equity or 100% cash if they meet director stock ownership guidelines (or if otherwise approved by the Compensation Committee) | |
| Program update (Nov 2024) | Cadence and RSU deferral | Cycle aligned to annual meeting; RSU settlement deferral allowed until board departure |
Performance Compensation
- 2024 equity awards: None granted to Enthoven (stock awards $0 reported in the 2024 Non‑Employee Director Compensation Table) .
- Director equity program: Equity typically in the form of RSUs vesting quarterly; in 2024, Board used RSUs for equity portions; Enthoven elected cash only .
- Performance metrics: Trupanion does not tie director compensation to performance metrics; performance design applies to executives (say‑on‑pay approved ~96.4% in 2024) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Trupanion .
- Compensation Committee interlocks: During the last fiscal year, members were Enthoven, Low, McLaughlin, Rubin; aside from Rubin’s historical and subsidiary roles, there were no relationships requiring Item 404 disclosure and no officer cross‑service interlocks reported .
Expertise & Qualifications
- Domain expertise: Insurance (property & casualty; life), pet insurance distribution/underwriting, international operations and growth .
- Governance: Committee experience (Compensation Committee), prior chairman roles, industry association leadership (Insurance Council of Australia) .
- Education: MSc (London School of Economics); BA (University of Southern California) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Richard Enthoven | 485 | <1% | As of April 16, 2025; “<1%” per table footnote |
| Policy context | Hedging/Pledging | — | Hedging prohibited; pledging generally discouraged and requires pre‑approval; no specific pledging by Enthoven disclosed |
| Historical affiliation | TARMAC DLTFM Limited | — | Board noted an entity affiliated with Enthoven previously disclosed >5% TRUP ownership; Board concluded this did not affect independence |
Related‑Party & Conflict Review
- Related‑party transactions: The proxy’s “Certain Relationships and Related Party Transactions” section lists transactions (e.g., Rawlings family consulting/territory partners) and states that, other than those disclosed, there were no transactions >$120,000 with directors/5% holders/immediate family during the period. No transactions involving Enthoven are disclosed .
- Review process: Any related‑person transaction >$120,000 requires Audit Committee (or independent directors) review and approval under written policy .
- Potential adjacency: Enthoven’s roles at PetSure and Hollard Holdings Australia are within pet insurance; Trupanion operates internationally including Australia, creating category adjacency. No competitive/contractual relationships with these entities are disclosed in TRUP filings; Board affirmed independence despite affiliations .
Director Compensation Mix (2024)
| Director | Cash | Stock Awards (RSUs) | Other | Total |
|---|---|---|---|---|
| Richard Enthoven | $150,000 | $0 | $0 | $150,000 |
Governance Assessment
- Positives:
- Independent director with deep, directly relevant insurance and pet‑insurance experience; current service on the Compensation Committee adds human‑capital oversight value .
- Board determined independence after reviewing affiliations, including past >5% ownership by an affiliated entity (TARMAC); independence conclusion supports investor confidence .
- Attendance: Met minimum expectations; Board and committees were active in 2024 .
- No related‑party transactions disclosed for Enthoven; robust related‑party review policy in place .
- Watch items / potential red flags:
- Low visible personal ownership (485 shares, <1%), and 100% cash election for 2024 may be viewed as weaker ownership alignment versus peers who take RSUs; however, directors can elect 100% cash if ownership guidelines are met or if otherwise approved (individual compliance not disclosed) .
- External roles at PetSure/Hollard in the same category as Trupanion’s market could create perceived conflicts if TRUP expands relationships in Australia; no transactions are disclosed, but monitor for future overlaps .
- Company permits limited pledging with pre‑approval (hedging prohibited); no pledging by Enthoven is disclosed, but pledging is generally a governance risk, so ongoing disclosure review is prudent .
Overall: Enthoven brings scarce, high‑signal operating expertise in pet/consumer insurance and serves on a critical board committee without disclosed conflicts. The main investor‑alignment question is low disclosed share ownership and a cash‑only director compensation election; monitor future equity accumulation and any Australia‑related overlaps. High say‑on‑pay support and active board cadence are supportive context for board effectiveness .