HIPPO HOLDINGS INC (HIPO)

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2026 Annual Meeting Analysis

HIPPO HOLDINGS INC · Meeting: June 2, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Lori Dickerson Fouché, Hugh R. Frater, and Richard McCathron as Class II Directors

3 FOR
✓ FOR
Lori Dickerson Fouché

Ms. Fouché has served since 2021 and brings deep insurance and financial services executive experience; HIPO's 3-year stock return of +52.7% outperforms the peer group median of +21.4% by +31.3 percentage points, well below the 50pp trigger threshold for a strong-positive TSR period, so no performance concern applies, and no other policy flags are triggered.

✓ FOR
Hugh R. Frater

Mr. Frater has served since 2018 and brings executive leadership experience in financial services and real estate; HIPO's 3-year TSR outperforms the peer group median by +31.3 percentage points, well short of the 50pp underperformance threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns are noted.

✓ FOR
Richard McCathron

Mr. McCathron is the CEO and has served as a director since 2020; HIPO's 3-year TSR of +52.7% outperforms the disclosed peer group median by +31.3 percentage points, which does not meet the 50pp underperformance threshold for a strong-positive TSR period, so no TSR trigger fires; as an executive director he is subject to the same TSR test as other directors and passes it independently of the Say on Pay vote.

All three Class II director nominees pass the policy screens: HIPO's 3-year stock return of +52.7% outperforms the company-disclosed compensation peer group median of +21.4% by +31.3 percentage points, which falls well short of the 50-percentage-point underperformance threshold applicable when a company's absolute 3-year return exceeds +20%. No overboarding, attendance, independence, or qualifications concerns are identified for any nominee, and the board discloses a skills matrix.

Say on Pay

✓ FOR

CEO

Richard McCathron

Total Comp

$5,997,265

Prior Support

N/A

CEO Richard McCathron received total compensation of approximately $6.0 million in 2025, which is reasonable for a CEO at a $751M market-cap financial services company that achieved its first-ever net income profitability milestone that year. The pay mix is acceptable: the CEO's base salary of $660,000 represents roughly 11% of total pay, well below the 40% fixed-pay ceiling, with the remainder in performance-tied cash bonuses and equity awards including a newly introduced performance stock award component tied to the company's TSR versus an insurtech index over three years. The incentive structure uses meaningful performance conditions — net income, TSR versus peers, and strategic objectives — and the company maintains a clawback policy compliant with NYSE requirements, so no policy triggers are met.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

N/A

Audit Fees

$2,500,000

Non-Audit Fees

$476,500

The non-audit fees for 2025 (audit-related fees of $130,500 plus tax fees of $344,000 plus other fees of $2,000, totaling $476,500) represent approximately 19% of core audit fees of $2,500,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger does not fire per policy; Deloitte is a Big 4 firm appropriate for a company of this size; and no material restatements are noted.

Overall Assessment

The 2026 Hippo Holdings annual meeting presents a clean ballot: all three Class II director nominees pass the TSR and governance screens given the company's strong outperformance of its disclosed peer group over the past three years, the auditor ratification is uncontested with non-audit fees well within acceptable limits, and the Say on Pay program reflects a reasonable pay level with improving performance-based pay structure following the company's milestone profitability achievement in 2025. No stockholder proposals appear on the ballot, and the only non-standard item is a routine say-on-frequency vote where an annual cadence is the appropriate choice.

Filing date: April 22, 2026·Policy v1.2·high confidence

Compensation Peer Group

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