TRUP DEF 14A Report ended Dec. 31, 2019

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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(1)

Each director will be elected by a plurality of the votes cast at the meeting. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one, two, or all nominees, or “WITHHOLD” your vote with respect to one, two, or all nominees. You may not cumulate votes in the election of directors.

(2)

Approval of Proposal 2 and Proposal 3 will be obtained if the holders of a majority of the votes cast at the Annual Meeting vote “FOR” the proposal. Under our Bylaws, unless otherwise provided by applicable law or the rules of the securities exchange on which our securities are listed, all matters other than the election of directors shall be decided by a "majority" of votes cast "FOR" or "AGAINST" the matter.

(3)	Neither abstentions nor withhold votes will count as votes cast “FOR” or “AGAINST” any of the proposals at the Annual Meeting, which means that they will have no direct effect on the outcome of any proposal.

(4)	Broker non-votes will have no direct effect on Proposal 1 and Proposal 3. Brokers are permitted to exercise their discretion and vote without specific instruction on Proposal 2.

•	vote through the Internet — in order to do so, please visit www.proxyvote.com and follow the instructions shown on your Notice of Internet Availability or proxy card;

•	vote by telephone — in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card;

•	vote by mail — if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it in the envelope provided; or

•	vote in-person at the meeting — we will provide a ballot to stockholders who attend the meeting and wish to vote in-person though we would prefer to limit the number of people attending in-person and respectfully ask our stockholders to vote through the Internet, telephone or by mail if possible.

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•	delivering to the Corporate Secretary a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again through the Internet or by telephone (by the June 10, 2020 11:59 p.m. Eastern Time deadline noted above); or

•	attending and voting at the Annual Meeting (although attendance at the meeting will not, by itself, revoke a proxy).

•	view our proxy materials for the meeting through the Internet;

•	instruct us to mail paper copies of our future proxy materials to you; and

•	instruct us to send our future proxy materials to you electronically by email.

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(1)

Each director may elect to receive a cash payment or payment in the form of either a number of RSUs based on our stock price or a number of non-qualified stock options based on the Black-Scholes value of such options. A director electing to receive the entirety of his or her payment in the form of equity will receive equity at a 120% premium to the cash amount. Each non-employee director may also elect to take 50% of the compensation as cash and 60% in the form of equity (with the additional 10% representing a premium to the cash amount).

(2)

The amounts represent the aggregate grant date fair value of the restricted stock units as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our directors. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a summary of the assumptions we apply in calculating these amounts.

(3)

In connection with Ms. Davidson's appointment as the chair of the audit committee on June 6, 2019, Ms. Davidson received a pro-rated compensation amount of $8,610 in the form of restricted stock units. Due to an error, these RSUs were issued at a value equal to 100% of the pro-rated compensation amount rather than at a value equal to 120% as contemplated by the Non-Employee Director Compensation Program. On April 17, 2020, the Board of Directors approved the grant of the remaining 20% pro-rated compensation value, in an amount of $1,722, in the form of restricted stock units.

(4)	As of December 31, 2019, Ms. Davidson, Mr. Doak, Mr. Levitan, and Mr. Lindsley each held 783 shares, which fully vested on January 1, 2020.

(5)	As of December 31, 2019, Mr. Doak, Mr. Levitan and Mr. Lindsley each held options to purchase 33,170 shares of common stock under certain option awards granted pursuant to our 2014 Equity Incentive Plan.

(6)	As of December 31, 2019, Ms. Ferracone and Dr. Low each held 888 shares, which fully vested on January 1, 2020.

(7)	As of December 31, 2019, Ms. Ferracone held options to purchase 65,181 shares of common stock under certain option awards granted pursuant to our 2014 Equity Incentive Plan.

(8)	As of December 31, 2019, Dr. Low held options to purchase 8,750 shares of common stock under a certain option award granted pursuant to our 2007 Equity Incentive Plan and options to purchase 37,592 shares of common stock under certain option awards granted pursuant to our 2014 Equity Incentive Plan.

(9)	As of December 31, 2019, Mr. Rubin held 391 shares, which fully vested on January 1, 2020, and options to purchase 16,585 shares of common stock under certain option awards granted pursuant to our 2014 Equity Incentive Plan.

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•	our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	the qualifications, independence and performance of our independent auditors; and

•	the preparation of the audit committee report included in our annual meeting proxy statements.

•	evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs;

•	administering our cash-based and equity-based compensation plans;

•	making recommendations to our Board of Directors regarding any other Board of Director responsibilities relating to executive compensation; and

•	preparing the compensation committee report to be included in our annual meeting proxy statements.

•	identifying, considering and recommending candidates for membership on our Board of Directors;

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•	developing and recommending our corporate governance guidelines and policies;

•	overseeing the process of evaluating the performance of our Board of Directors; and

•	advising our Board of Directors on other corporate governance matters.

•	Code of Conduct and Ethics that sets forth our ethical principles and applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer;

•	Corporate Governance Guidelines that set forth our corporate governance principles;

•	Insider Trading Policy and Pledging Guidelines for Directors and Officers that permit limited pledging activities and prohibit employees from engaging in any form of hedging transactions (derivatives, equity swaps, and so forth) in the Company's stock; and

•	charters for our audit, compensation and nominating and corporate governance committees.

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(1)

Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements and our internal control over financial reporting, the review of our quarterly consolidated financial statements, and audit services that are normally provided by independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.

(2)	Tax fees include fees for tax compliance and advisory services.

(3)	All other fees consist of fees for access to online accounting and tax research software.

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•	Strive to compensate team members based on value contributed;

•	Share increases in Company value among stockholders, leadership and employees in a sensible way;

•	Link equity award grants to growth in our calculated intrinsic value per share;

•	Link performance metrics and goals to the Company’s business strategy;

•	Recognize team and individual contributions through pay-for-performance incentive awards;

•	Encourage equity ownership by emphasizing equity in the overall executive compensation mix, facilitating equity ownership by all employees, and requiring equity ownership by executives and directors;

•	Provide a pay package that will attract, reward, focus, and retain critical talent;

•	Ensure that the incentive plans do not encourage undue risk-taking nor behavior that is contrary to the intent of our incentive plans by utilizing time-based vesting for equity awards; and

•	Communicate openly with employees about how their compensation mix is structured, the rationale behind this structure, and the decisions around their individual pay.

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•	Compensation philosophy and strategies to confirm that they are aligned with our corporate objectives, stockholder interests, desired behaviors and Company culture;

•	Alignment of executive pay to performance, including salary, bonuses and equity grants for our Chief Executive Officer and named executive officers;

•	Compensation elements and mix;

•	Peer group and surveys used to gather market data;

•	Design of named executive officers' short-term incentive awards and long-term incentive awards;

•	Our calculation of our intrinsic value per share growth, its calibration to aggregate equity pool size for long-term incentive grants, and the allocation of that equity pool to our named executive officers by individual and other employees in aggregate;

•	Dilution, equity allocation, use of equity vehicles, equity plan features, and equity authorizations;

•	Pay for new executive hires, promotions, and terminations;

•	Pay policies, such as severance, change in control severance, ownership guidelines, and clawbacks;

•	Broader interests pertaining to Company culture, the perception of our compensation mix, team member fulfillment and feedback, and other related items;

•	Director compensation;

•	Participation in and results of our stockholder engagement processes;

•	Regulatory and governance developments; and

•	CD&A disclosure for our annual proxy, and other disclosures related to compensation, as needed.

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•	Traded on major U.S. securities exchanges

•	U.S. based

•	Categorized in one of the following industries:

◦	Animal Health

◦	Diversified Consumer Services

◦	Life and Health Insurance

◦	Internet Service and Infrastructure

◦	Healthcare Providers and Services

•	Revenue under $1 billion

•	3-year compound annual revenue growth of mid-teens or higher

•	Certain business model characteristics, including:

◦	Recurring revenue model (subscription-based company);

◦	Business-to-consumer focus; and

◦	Strategically-relevant companies with a pet focus.

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(1)	Reflects actual base salary as approved by the Board of Directors for 2019 and 2018, respectively.

(2)	On September 1, 2019, Mr. Friedman's annual base salary for 2019 was increased to $200,000. The adjusted base salary Mr. Friedman received in 2019 is reflected in the "Summary Compensation Table" under "Executive Compensation Tables" below.

(3)	On November 8, 2019, Mr. Houk began a leave of absence and ceased being an executive officer.

(4)	Ms. Plouf was on a leave of absence between February 20, 2019 and April 15, 2019. The adjusted base salary Ms. Plouf received in 2019 is reflected in the "Summary Compensation Table" under "Executive Compensation Tables" below.

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(1)

Mr. Friedman's target short-term incentive award for Q1, Q2, and July through August of Q3 was calculated at 30% of $190,000. On September 1, 2019, Mr. Friedman's annual base salary and bonus target percentage for 2019 increased to $200,000 and 40%, respectively. His target short-term incentive award for September 2019 through Q4 was calculated at 40% of $200,000. Mr. Friedman became a named executive officer in Q4.

(2)	On November 8, 2019, Mr. Houk began a leave of absence. As a result, Mr. Houk's adjusted aggregate salary for 2019 was $205,454. For purposes of bonus payments, Mr. Houk’s target short-term incentive award for Q1, Q2, and Q3 were calculated at 20% of $240,000, with no bonus payment earned in Q4.

(3)	Between February 20, 2019 and April 15, 2019 Ms. Plouf was on a leave of absence. As a result, Ms. Plouf's adjusted annual base salary for 2019 was $210,000. For purposes of bonus payments, Ms. Plouf's target short-term incentive award for Q1 was calculated at 20% of $39,077, Q2 was calculated at 20% of $50,000, and Q3 and Q4 were calculated at 20% of $60,000.

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•	Give credit for proven performance, based on historical three-year average trends, as well as the CAGR of resulting intrinsic value per share changes, rather than performance we hope to achieve in the future.

•	Incorporate controllable factors, like advertising spending, but not give credit for or penalize participants for certain other factors that a participant is less likely to be able to influence, like changes in interest rates, without compensation committee approval.

•	Allow for period-over-period comparisons and not be readily susceptible to manipulation by management. We generally base our inputs on the most recent three-year actual performance trend and prefer to avoid changing inputs such as the weighted average cost of capital when making compensation decisions.

•	Subject the calculation, including assumptions, to the scrutiny of the compensation committee, which may adjust the calculation and/or our awards if it determines that the equity pool and/or resulting grants are inappropriate or inconsistent with the long-term interests of stockholders.

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(1)	Reflects actual base salary as approved by the Board of Directors for 2019.

(2)

The amounts represent aggregate grant date fair value of the restricted stock units granted in 2020 for 2019 performance, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a summary of the assumptions we apply in calculating these amounts.

(3)	On November 8, 2019, Mr. Houk began a leave of absence and ceased being an executive officer.

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•	Six months of salary continuation, paid on each regular payroll date;

•	Earned bonuses paid in a lump sum within 60 days of separation; and

•	Six months continuation of coverage under our group health insurance plan and life insurance plan at no cost to the named executive officer.

•	Twelve months of salary continuation and target bonus, paid in a lump sum within 60 days of separation;

•	The cash value of any equity earned but not yet issued pursuant to our long-term incentive award intrinsic value model (calculated on a full year, prorated for partial year of service);

•	Immediate vesting as of the termination date of all unvested time-based equity awards (given that the awards were generally granted based on prior performance with vesting intended to align long-term interests with those of our stockholders, which cease on a change of control); and

•	Twelve months continuation of coverage under our group health insurance plan at no cost to the named executive officer.

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•	the annual total compensation, calculated as described below, of our Chief Executive Officer, Darryl Rawlings, was $1,068,883; and

•	the estimated median of the annual total compensation of all employees of our Company, other than Darryl Rawlings, was $64,111.

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(1)

The amounts represent aggregate grant date fair value of the restricted stock units, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a summary of the assumptions we apply in calculating these amounts.

(2)

The amounts represent aggregate grant date fair value of the stock options, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a summary of the assumptions we apply in calculating these amounts.

(3)	For additional information regarding the non-equity incentive plan compensation, please refer to section 5.2 "Detailed Description of Each Element of Compensation and Determination of Compensation for 2019 performance year". This column includes amounts earned for the year ended December 31, 2019 but paid the following year.

(4)	Reflects the amounts paid in 2017.

(5)	On September 1, 2019, Mr. Friedman's annual base salary for 2019 increased to $200,000.

(6)	Mr. Friedman became a named executive officer for the first time in 2019, and therefore his compensation in 2018 and 2017 is not reported.

(7)	On November 8, 2019, Mr. Houk began a leave of absence and ceased being an executive officer.

(8)	These individuals became named executive officers for the first time in 2018, and therefore each individual's compensation in 2017 is not reported.

(9)	Ms. Plouf was on a leave of absence between February 20, 2019 and April 15, 2019.

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(1)	The amounts represent the threshold, target and maximum amounts of cash that might have become payable to each named executive officer as a short-term incentive award. Trupanion employees (including named executive officers) may elect to take their short-term awards in the form of equity with a 20% premium to cash on value but subject to a 2-year lock-up.

(2)	Reflects the long-term incentive awards received in the form of restricted stock units, which vests as to 1/4 th on the one year anniversary and then 1/16 th quarterly thereafter, subject to the named executive officer being a service provider through each vesting date.

(3)

The amounts represent the aggregate grant date fair value of the restricted stock units, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a summary of the assumptions we apply in calculating these amounts.

(4)	Trupanion employees (including named executive officers) may elect to take their short-term awards in the form of equity with a 20% premium to cash on value but subject to a 2-year lock-up. No named executive officer elected to receive equity, and this row reflects information regarding short-term incentive awards received as a cash bonus, paid annually.

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(1)	All of the outstanding equity awards with a grant date before July 2014 were granted under our 2007 Equity Compensation Plan. All outstanding equity awards with a grant date during and after July 2014 were granted under our 2014 Equity Incentive Plan.

(2)	Value is calculated by multiplying the number of restricted stock units or restricted stock awards that have not vested by the closing market price of our stock ($37.46) as of the close of trading on December 31, 2019 (the last trading day of the fiscal year).

(3)	Restricted stock units vested as to 1/4th of the shares on February 25, 2020 and 1/16th vests each quarter thereafter.

(4)	Restricted stock units vested as to 1/4th of the shares on February 25, 2019 and 1/16th vests each quarter thereafter.

(5)	Stock option vested as to 1/4th of the shares underlying this option on May 4, 2018 and 1/48th has been vesting monthly thereafter.

(6)	Stock option vested as to 1/4th of the shares underlying this option on July 22, 2017 and 1/48th has been vesting monthly thereafter.

(7)	Stock option vested as to 1/4th of the shares underlying this option on July 24, 2016 and 1/48th vested monthly thereafter.

(8)	Stock option vested as to 1/4th of the shares underlying this option on July 15, 2014 and 1/48th vested monthly thereafter.

(9)	Restricted stock units will vest as to 1/4th of the shares on November 25, 2020 and 1/16th vests each quarter thereafter.

(10)	Stock option vested as to 1/4th of the shares underlying this option on September 12, 2017 and 1/48th has been vesting monthly thereafter.

(11)	Stock option vested as to 1/4th of the shares underlying this option on August 1, 2015 and 1/48th vested monthly thereafter.

(12)	Stock option vested as to 1/4th of the shares underlying this option on May 6, 2017 and 1/48th has been vesting monthly thereafter.

(13)	Stock option vested as to 1/4th of the shares underlying this option on November 8, 2014 and 1/48th vested monthly thereafter.

(14)	Stock option vested as to 1/4th of the shares underlying this option on October 8, 2013 and 1/48th vested monthly thereafter.

(15)	Stock option vested as to 1/4th of the shares underlying this option on August 8, 2017 and approximately 1/48th has been vesting monthly thereafter.

(16)	Stock option vested as to 1/4th of the shares underlying this option on September 23, 2012 and 1/48th vested monthly thereafter.

(17)	Stock option vested as to 1/4th of the shares underlying this option on January 7, 2017 and 1/48th has been vesting monthly thereafter.

(18)	Stock option vested as to 1/4th of the shares underlying this option on September 1, 2015 and 1/48th vested monthly thereafter.

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(1)

Under our On-Going Severance Policy for CEO and Key Senior Leaders, in the event the executive leaves Trupanion involuntarily but not for cause and not in connection with a change of control, the executive is entitled to six months of salary continuation, payable on each payroll date, plus his or her earned bonuses. Under our Change of Control Policy for Select Officers and Key Leaders, in the event the executive leaves Trupanion involuntarily but not for cause within six months prior or 24 months following a change of control, the executive is entitled to 12 months of salary continuation, payable in a lump sum, plus his or her target bonus.

(2)

For a termination without cause and not in connection with a change of control, the amounts shown in this column are the salary and bonus cash severance amounts due under our On-Going Severance Policy for CEO and Key Senior Leaders. The bonus cash severance amounts reflect 2019 short-term incentive awards and would be paid in a single lump sum. For a termination without cause six months prior to or 24 months following a change of control, the amounts shown in this column are the salary and bonus cash severance amounts due under our Change of Control Policy for Select Officers and Key Leaders. The bonus cash severance amount included in this column is based on 100% of the target bonus for 2019.

(3)	The amounts represent the value of the RSU long-term incentive awards for 2019 performance, which were granted in March 2020. The value is based upon a price of $37.46 per share, which was the closing market price of our common stock as reported by the NASDAQ Stock Market on December 31, 2019.

(4)

All unvested restricted stock awards and restricted stock units vest in full if the named executive officer is terminated without cause six months prior to or 24 months following a change in control. The amounts shown in this column reflect the value of the named executive officer’s unvested restricted stock awards and/or restricted stock units with vesting accelerated in full as of December 31, 2019. The value of the unvested restricted stock awards and/or restricted stock units held by each named executive officer was calculated based upon the aggregate market value of such shares. We used a price of $37.46 per share

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(5)

All unvested options vest in full if the named executive officer is terminated without cause six months prior to or 24 months following a change in control. The amounts shown in this column reflect the value of the named executive officer’s unvested stock options with vesting accelerated in full as of December 31, 2019. We calculated the value of the unvested stock options based upon the difference between the aggregate market value of the shares of common stock underlying the unvested stock options and the aggregate exercise price that the named executive officer would be required to pay upon exercise of those stock options. We used a price of $37.46 per share to determine market value, which was the closing market price of our common stock as reported by the NASDAQ Stock Market on December 31, 2019, the last trading day of the year.

(6)	The amounts shown in this column reflect the cost of group medical, dental and vision insurance benefits, plus a 2% COBRA fee, based on the monthly cost for the applicable coverage level.

(7)

A change of control is defined as the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Trupanion representing more than 50% of the total voting power represented by Trupanion's then-outstanding voting securities; provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than 50% of the total voting power of the securities of Trupanion will not be considered a change of control; (b) the consummation of the sale or disposition by Trupanion of all or substantially all of Trupanion's assets; (c) the consummation of a merger or consolidation of Trupanion with any other corporation, other than a merger or consolidation which would result in the voting securities of Trupanion outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of Trupanion or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of Trupanion give up all of their equity interest in Trupanion (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of Trupanion) or (e) a change in the effective control of Trupanion that occurs on the date that a majority of members of our Board of Directors is replaced during any 12 month period by member of the board whose appointment or election is not endorsed by as majority of the members of the board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of Trupanion, the acquisition of additional control of Trupanion by the same Person will not be considered a change of control. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Trupanion.

(8)	Mr. Houk began a leave of absence on November 8, 2019.

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(1)	The weighted average exercise price relates solely to outstanding stock option shares since shares of restricted stock units have no exercise price.

(2)

Includes 2,831,365 shares of common stock that remain available for issuance under our 2014 Plan. Additionally, our 2014 Plan provides for automatic increases in the number of shares available for issuance under it on January 1 of each four calendar years during the term of the 2014 Plan by the lesser of 4% of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase or the number determined by our Board of Directors. The Board of Directors has waived the automatic increase each year since 2017.

•	shares subject to options or stock appreciation rights (SARs) granted under our 2014 Plan that ceased to be subject to the option or SAR for any reason other than exercise of the option or SAR;

•	shares subject to awards granted under our 2014 Plan that were subsequently forfeited or repurchased by us at the original issue price;

•	shares subject to awards granted under our 2014 Plan that otherwise terminated without shares being issued;

•	shares surrendered, canceled, or exchanged for cash or the same type of award or a different award (or combination thereof);

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•	shares reserved but not issued or subject to outstanding awards under our 2007 Plan on July 17, 2014;

•	shares issuable upon the exercise of options or subject to other awards under our 2007 Plan prior to July 17, 2014 that ceased to be subject to such options or other awards by forfeiture or otherwise after July 17, 2014;

•	shares issued under our 2007 Plan that were forfeited or repurchased by us after July 17, 2014; and

•	shares subject to awards under our 2007 Plan that were used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

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•	each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our directors or director nominees;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

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(1)

Based solely on the Schedule 13G filed by Wellington Management Group LLP (WMG LLP), Wellington Group Holdings LLP (WGH LLP), Wellington Investment Advisors Holdings LLP (WIAH LLP) and Wellington Management Company LLP (WMC LLP) on January 8, 2020. Consists of 3,320,455 shares of which (i) WMG LLP has shared voting power over 2,913,476 shares and shared dispositive power over 3,320,455 shares, (ii) WGH LLP has shared voting power over 2,913,476 shares and shared dispositive power over 3,320,455 shares, (iii) WIAH LLP has shared voting power over 2,913,476 shares and shared dispositive power over 3,320,455 shares, and (iv) WMC LLP has shared voting power over 2,834,265 shares and shared dispositive power over 3,135,399 shares. WMG LLP, as a parent holding company of certain holding companies, are owned of record by clients of WMC LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. WGH LLP is owned by WMG LLP, WIAH LLP is owned by WGH LLP and WMC LLP. The principal business address of Wellington Management Group LLP is Wellington Management Group LLP, c/of Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

(2)

Based solely on the Schedule 13G/A filed by Nine Ten Partners LP (NTP) on February 14, 2020. Consists of 3,155,821 shares held by NTP over which NTP has sole voting and dispositive power. Nine Ten GP LP is the General Partner of NTP. Brian Bares, James Bradshaw, and Russell Mollen are control persons of Nine Ten GP LP and may each be deemed to have sole voting and dispositive power over the shares held by NTP. Nine Ten Capital Management LLC (NTCM) is the investment adviser of NTP and does not directly own any shares but may be deemed to beneficially own and have the sole and investment power with respect to the shares reported by NTP. The principal business address of Nine Ten Partners LP is 12600 Hill Country Boulevard, Suite R-230, Austin, Texas 78738.

(3)

Based solely on the Schedule 13G/A filed by RenaissanceRe Ventures Ltd. (RenaissanceRe Ventures) on February 14, 2019 and confirmation by RenaissanceRe Ventures as of April 17, 2020. Consists of 2,755,000 shares over which RenaissanceRe Ventures has shared voting and dispositive power. RenaissanceRe Ventures is a wholly owned subsidiary of Renaissance Other Investments Holdings II Ltd. (ROIHL II), which in turn is a wholly owned subsidiary of RenaissanceRe Holdings Ltd. (RenaissanceRe Holdings). By virtue of these relationships, ROIHL II and RenaissanceRe Holdings may be deemed to have shared voting and dispositive power over the shares held by RenaissanceRe Ventures. The principal business address of RenaissanceRe Ventures is Renaissance House, 12 Crow Lane, Pembroke HM19, Bermuda.

(4)

Based solely on the Schedule 13G/A filed by Capital World Investors on February 14, 2020. Capital World Investors is deemed to be the beneficial owner of 2,585,507 shares. Capital World Investors divisions of CRMC and Capital International Limited collectively provide investment management services under the name Capital World Investors. The principal business address of Capital World Investors is 333 South Hope Street, Los Angeles, California 90071.

(5)

Based solely on the Schedule 13G/A filed by AllianceBernstein L.P. on February 18, 2020. Consists of 1,928,517 shares over which AllianceBernstein L.P. has sole voting power 2,006,613 shares over which AllianceBernstein L.P. has sole dispositive power, and 47,976 shares over which AllianceBernstein L.P. has shared dispositive power. AllianceBernstein L.P. is a majority owned subsidiary of AXA Equitable Holdings, Inc. (AXA EH) and an indirect majority owned subsidiary of AXA SA. AllianceBernstein L.P. operates under independent management and makes independent decisions from EQH and its respective subsidiaries, and EQH calculates and reports beneficial ownership separately from AllianceBernstein L.P. pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). AllianceBernstein L.P. may be deemed to share beneficial ownership with EQH reporting persons by virtue of 47,946 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein L.P. serves as a subadvisor. The principal business address of AllianceBernstein L.P. is 1345 Avenue of the Americas, New York, NY 10105.

(6)	Based solely on the Schedule 13G/A filed by BlackRock, Inc. on February 6, 2020. Consists of 1,962,943 shares over which BlackRock, Inc. has sole voting power and 2,016,363 shares over which BlackRock, Inc. has sole dispositive power. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(7)

Consists of (i) 458,399 shares held by Darryl Rawlings, (ii) 958,222 shares held by Kuyashii Primary Equities LLC, (iii) 375,669 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iv) 2,724 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Mr. Rawlings. Kuyashii Primary Equities LLC is a wholly owned subsidiary of Kuyashii, LLC, of which Mr. Rawlings and his spouse are sole members, and as such, holds sole voting and investment power over these shares. Mr. Rawlings holdings exclude 120,481 shares held by Rawlings GST Trust dated March 1, 2012, of which Murray Low, a member of our Board of Directors, is the trustee and the Rawlings GST Exempt Trust FBO and Rawlings GST Non-Exempt Trust FBO are the beneficiaries, of which Mr. Rawlings’ children are beneficiaries.

(8)

Consists of (i) 81,107 shares held by Dan Levitan, (ii) 21,800 shares held by the Levitan Family Foundation, and(iii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Mr. Levitan. Also includes shares held, based solely on a Form 4 filed by Dan Levitan on November 13, 2019, which consists of (i) 638,881 shares held by Maveron Equity Partners III, L.P. (MEP III), (ii) 27,106 shares held by Maveron III Entrepreneurs’ Fund, L.P. (Maveron Entrepreneurs), (iii) 87,599 shares held by MEP Associates III, L.P. (Maveron Associates, and together with MEP III and Maveron Entrepreneurs, the Maveron Entities), (iv) 4,507 shares held by Maveron LLC (Maveron LLC) and (v) 6,689 shares held by Maveron General Partner III LLC (Maveron GP III). Maveron GP III is the general partner of each of the Maveron Entities. Dan Levitan, a member of our Board of Directors, is a managing member of Maveron GP III and, as such, may be deemed to have share voting and dispositive power over the shares held by the Maveron Entities. Mr. Levitan is the managing member of Maveron LLC and may be deemed to have shared voting and dispositive power over the shares held by Maveron LLC. The principal business address of each of the Maveron Entities and Maveron LLC is 411 First Avenue South, Suite 600, Seattle, Washington 98104.

(9)	Consists of (i) 226,316 shares held by Mr. Rubin and (ii) 16,585 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Mr. Rubin.

(10)	Consists of (i) 7,384 shares held by Murray Low, (ii) 174,281 shares held by Murray B. Low Revocable Trust U/A 3-9-2018, Murray B. Low, Trustee, of which Dr. Low’s children are beneficiaries and (iii) 46,342 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Dr. Low. 120,781 shares are pledged as security in a line of credit.

(11)	Consists of (i) 6,587 shares held by Ms. Ferracone, (ii) 64,056 shares held by Robin A. Ferracone TTEE of the Robin A. Ferracone Living Trust dtd 6/3/2002 and (iii) 65,181 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Ms. Ferracone.

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(12)	Consists of (i) 12,700 shares held by Ms. Plouf, (ii) 149,903 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 3,001 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Ms. Plouf.

(13)	Consists of (i) 9,114 shares held by Mr. Bearman, (ii) 142,245 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 3,298 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Mr. Bearman.

(14)	Consists of (i) 15,305 shares held by Ms. Tooth, (ii) 84,774 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 3,595 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Ms. Tooth.

(15)

Consists of (i) 6,476 shares held by Mr. Lindsley, (ii) 48,670 shares held by Lindsley Partners, L.P. (Lindsley Partners) and (iii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Mr. Lindsley. The HHL09 Trust is the sole member of Zoida LLC, which is the general partner of Lindsley Partners. H. Hays Lindsley, a member of our Board of Directors, is the sole trustee of the HHL09 Trust and, as such, holds sole voting and investment power over the shares.

(16)	Consists of (i) 31,658 shares held by Mr. Houk, (ii) 49,561 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 2,466 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Mr. Houk.

(17)	Consists of (i) 6,568 shares held by Mr. Doak and (ii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 held by Mr. Doak.

(18)	Consists of (i) 2,457 shares held by Mr. Friedman, (ii) 34,437 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 995 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020 held by Mr. Friedman.

(19)	Consists of (i) 6,050 shares held by Ms. Davidson, of which 1,000 are shares held in the name Jacqueline L Davidson & Stewart P Davidson.

(20)	Consists of (i) 2,902,507 shares held by our directors and executive officers as a group, (ii) 1,064,207 shares underlying options to purchase common stock that are exercisable within 60 days of April 17, 2020 and (iii) 16,079 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 17, 2020, held by our directors and executive officers as a group.

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