Document

Trupanion will continue to follow COVID-19 guidance, as recommended or mandated by federal, state and local governments, and expects its stockholders to comply with such guidance and Company policies in effect as of the time of the Annual Meeting. We will continue to monitor developments regarding COVID-19 in the event any changes to our Annual Meeting plans are necessary or appropriate. If we decide to make any change, such as the date or location, or to hold the meeting solely by remote communication, we will announce the change in advance and post details, including instructions on how stockholders can participate, on our investor relations website at https://investors.trupanion.com and file them with the Securities and Exchange Commission (the SEC). We also recommend that you visit the investor relations website to confirm the status of the Annual Meeting before planning to attend in‑person. Please refer to the back of this proxy statement for more details.


Proxy Statement Summary	1	Part 1: Organization of this CD&A	27
Information About Solicitation and Voting	1	1.1 CD&A Sections	27
Annual Meeting Agenda and Voting Recommendations	1	Part 2: Executive Summary	28
General Proxy Information	2	2.1 Named Executive Officers	28
Record Date; Quorum	2	2.2 Business Overview and Performance	28
Internet Availability of Proxy Materials	2	2.3 Compensation Highlights	29
Voting Rights; Required Vote	2	Part 3: Our Culture	31
How Your Shares Are Voted	2	3.1 Who We Are	31
Voting Instructions; Voting of Proxies	3	Part 4: Governance of Executive Compensation	32
Expenses of Soliciting Proxies	4	4.1 Role of the Compensation Committee	32
Revocability of Proxies	4	4.2 Role of Management	32
Electronic Access to the Proxy Materials	4	4.3 Role of Consultant	32
Voting Results	5	4.4 Peer Group	33
Proposal No. 1 Election of Class I I Directo rs	6	Part 5: Components of Executive Compensation	34
Our Board of Directors	7	5.1 Key Elements of Compensation	34
Board of Directors Snapshot		5.2 Detailed Description of Each Element of Compensation and Determination of Compensation for the 2021 Performance Year	35
Our Director Nominees	8	Part 6: Other Compensation Policies and Practices	42
Our Continuing Directors	10	6.1 Employment Agreements	42
Non-Employee Director Compensation	13	6.2 Severance and Change-in-Control Protection	42
Non-Employee Director Compensation Program	13	6.3 Share Ownership	43
Additional Compensation for Non-Employee Directors	13	6.4 Risk Assessment	43
2021 Non-Employee Director Compensation Table	14	6.5 Clawbacks	44
Corporate Governance	15	6.6 Pledging & Hedging	44
Corporate Governance Guidelines	15	6.7 Discussion on Key Performance Metrics	44
Board Composition and Leadership Structure	15	Compensation Committee Report	45
Board's Role in Risk Oversight	15	Pay Ratio	46
Director Independence	15	Executive Compensation Tables	47
Committees of Our Board of Directors	16	Summary Compensation Table	47
Corporate Governance and Ethics Principles	17	Grants of Plan-Based Awards	48
Compensation Committee Interlocks and Insider Participation	18	Outstanding Equity Awards at Fiscal Year-End	50
Board and Committee Meetings, Attendance, and Executive Sessions	18	Option Exercises and Stock Vested Table	53
Board Attendance at Annual Stockholders' Meeting	18	Termination of Employment and Change of Control Payments Table	54
Role of Stockholder Engagement	18	Narrative Discussion to Termination of Employment and Change of Control Payment Table	55
Communication with Directors	19	Equity Compensation Plan Information	56
Considerations in Evaluating Director Nominees	19	Security Ownership of Certain Beneficial Owners and Management	59
Stockholder Recommendations for Nominations to the Board of Directors	20	Certain Relationships and Related Party Transactions	61
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm	21	Consulting Arrangements	61
Principal Accountant Fees and Services	21	Review, Approval or Ratification of Transactions with Related Parties	61
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	21	Additional Information	62
Report of the Audit Committee	22	Stockholder Proposals to be Presented at Next Annual Meeting	62
Executive Officers	23	Delinquent Section 16(a) Reports	62
Our Executive Officers	23	Available Information	63
Proposal 3: Advisory and Non-Binding Vote to Approve the Compensation Provided to the Company's Named Executive Officers for 2021	26	"Householding" - Stockholders Sharing the Same Address	63
Say-On-Pay	26	Other Matters	63
Say-On-Pay Resolution	26	Information on Attending the 2022 Annual Meeting of Stockholders	64
Executive Compensation	27	Proxy Card	67
Compensation Discussion and Analysis	27

The accompanying proxy is solicited on behalf of Trupanion, Inc.’s Board of Directors for use at Trupanion’s 2022 Annual Meeting to be held on Wednesday, June 8, 2022, at 9:00 a.m., Pacific Time, and any adjournment or postponement thereof. Subject to compliance with applicable health mandates and Company policies, the Annual Meeting will be held in-person at 6100 4th Avenue South, Seattle, Washington 98108 and stockholders will be able to attend the Annual Meeting and vote during the meeting in-person. However, we encourage stockholders to vote in advance of the Annual Meeting through the Internet, by mail or by telephone to ensure that your shares are represented at the Annual Meeting. Please note that uncertainty relating to COVID-19 may interfere with our stockholders' ability to attend the Annual Meeting in-person or require us to change the format of our Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Brokerage Firm, Bank or Other Nominee. If on April 11, 2022, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your brokerage firm, bank or other nominee on how to vote the shares held in your account, and your brokerage firm, bank or other nominee provides voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted with respect to the election of directors (stockholder withholding). Stockholder withholding will count for purposes of determining the presence of a quorum, but it will not be treated as a vote cast. Accordingly, stockholder withholding will have no effect on the election of the directors. Similarly, abstentions will count for purposes of determining the presence of a quorum, but they will not be treated as votes cast, and, therefore, will have no effect on the ratification of the appointment of Ernst & Young LLP or the advisory vote to approve the compensation provided to the Company's named executive officers. In addition, while a broker has discretion to vote uninstructed shares held in street name on “routine” matters, under stock market rules, a broker lacks discretion to vote shares held in street name on “non-routine” matters in the absence of instructions from the beneficial owner of the stock (broker non-vote). Proposal 2 is a routine matter, but Proposal 1 and Proposal 3 are non-routine matters. Broker non-votes will count for purposes of determining the presence of a quorum, but will not be treated as votes cast on Proposals 1 and 3. Accordingly, broker non-votes will have no effect on the election of directors and the advisory vote to approve compensation provided to the Company's named executive officers.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated in the above table. The proxies also confer discretionary authority upon the person named therein with respect to any amendments, variations or other matters which may properly come before the Annual Meeting. As of the date hereof, the Company knows of no such amendments, variations or other matters to come before the Annual Meeting. However, if any such amendment, variation or other matter properly comes before the Annual Meeting, a proxy, when properly completed and delivered and not revoked, will confer discretionary authority upon the person named therein to vote on such other business in accordance with his or her best judgment, subject to any limitations imposed by applicable law or the rules of any applicable securities exchange.

The expenses of soliciting proxies will be paid by Trupanion. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, or by other similar means, or in-person. Our directors, officers and other employees, without additional compensation, may solicit proxies for us personally or in writing, by mail, email, telephone, or by other similar means. Following the original distribution and mailing of the solicitation materials, we will request brokerage firms, banks and other nominees who are record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the Internet, by phone or by mail, you are responsible for any Internet access, telephone or data usage or postage charges you may incur.

Under our Bylaws, each director is elected by a plurality of the votes cast at the Annual 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 three of the nominees or you may “WITHHOLD” your vote with respect to one, two, or three nominees. Shares represented by proxies will be voted “FOR” the election of each of the Class II nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominees as the proxy holders, who are officers of our Company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors.

Director compensation for calendar year 2021 was governed by the non-employee director compensation program in effect in 2021. Pursuant to this program, each of our non-employee directors received an annual retainer in the amount of $75,000 and the chairs of each of the Board of Directors, audit committee, compensation committee and nominating and corporate governance committee received an additional annual retainer in the amount of $15,000, $15,000, $10,000 and $10,000, respectively. Under this program, unless a director elected to receive cash, compensation was to be paid in the form of either restricted stock units (sometimes referred to as RSUs) or non-qualified stock options. For calendar year 2021, no non-employee director elected to receive a cash retainer and the Board of Directors determined that equity would be in the form of RSUs. In accordance with the compensation program in effect at the time of grant, the number of RSUs granted to each non-employee director was determined by dividing the cash retainer amount by the Company’s then-most current calculation of intrinsic value of a share of Common Stock.

The February 2022 amendment to the non-employee director compensation program phases-in increases to non-employee director compensation in calendar years 2022 and 2023. In calendar year 2022, each of our non-employee directors received an increased annual retainer in the amount of $112,500. Beginning in calendar year 2023, each of our non-employee directors will receive an annual retainer in the amount of $150,000, and the additional annual retainer for the chairs of each of the Board of Directors, audit committee, compensation committee and nominating and corporate governance committee will increase to $50,000. Annual awards will be pro-rated for any person who becomes a non-employee director and/or chair after annual awards are granted for that year. Like the program in effect for calendar year 2021, unless a director elects to receive cash, the compensation will be paid in the form of either RSUs or non-qualified stock options, as the Board of Directors will determine each year. Under this program, if our Board of Directors determines that the compensation will be paid in the form of RSUs, the number of shares of common stock underlying the RSUs will be based on our then-most recent determination of the intrinsic value of a share of common stock. If our Board of Directors determines that the compensation will be paid in the form of non-qualified stock options, the number of shares of common stock underlying the options will be determined by dividing the cash compensation by our then-most recent determination of the intrinsic value of a share of common stock then the quotient of this calculation is multiplied by a fraction, the numerator of which is the closing price of our common stock as reported by the NASDAQ stock market on the first day of the open trading window in which the grant will be made and the denominator is the value of the common stock calculated using the Black-Scholes valuation method as of the same date. For calendar year 2022, each director elected to receive equity in lieu of cash, and our Board of Directors determined that equity under the non-employee director compensation program would be in the form of RSUs.

Currently, the positions of Chief Executive Officer and Chairman of our Board of Directors are held by two different individuals (Mr. Rawlings and Dr. Low, respectively). This structure is functioning well, allowing our Chief Executive Officer to focus on our business strategy and operations while our Chairman leads our Board of Directors in advising and independently overseeing management. At this time, our Board of Directors believes such separation functions adequately, providing incrementally enhanced oversight of management by our Board of Directors. However, we anticipate revising this structure in the future in connection with succession planning for our Chairman of the Board and Chief Executive Officer. Beginning in 2023, our current intent is for our Chief Executive Officer to also become Chairman of the Board of Directors until 2025, after which time he will only serve as Chairman of the Board.

Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. In addition to receiving daily Company performance reports, our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at least quarterly at Board of Directors meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in our business and significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. Among other things, the audit committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures. The compensation committee assists our Board of Directors in assessing whether Trupanion’s executive compensation programs and policies encourage undue or excessive risk-taking. The nominating and corporate governance committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risk associated with Board membership and corporate governance.

Audit committee members must also satisfy the heightened independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members are also subject to heightened independence standards similar to those applicable to audit committee members.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a relationship with us that would interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Ms. Davidson, Mr. Doak, Mr. Johnson, Mr. Levitan, Dr. Low, Mr. Rubin and Dr. Satchu, representing seven of our eight directors, are “independent directors” as defined under the applicable rules of the SEC and the listing requirements and rules of the NASDAQ Stock Market. Our Board of Directors did not conclude that Mr. Rawlings was independent because he is our Chief Executive Officer. Mr. Rubin was an executive officer of ours eight years ago. He also formerly provided certain consulting services to us and our Board of Directors determined that these services no longer affect Mr. Rubin's independence. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and the Company regarding each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director and other transactions involving them.

The full text of our Code of Conduct and Ethics, Corporate Guidelines, and committee charters is posted on our investor relations website at https://investors.trupanion.com/governance/Committee-Charters--Governance-Documents/default.aspx. We intend to disclose any future amendments or waivers to our Code of Conduct and Ethics that applies to our executive officers on our website or in public filings. We also have a number of internal policies, procedures, and systems, including policies relating to insider trading, pledging, related-party transactions, clawback of incentive compensation and a confidential, anonymous system for employees and others to report concerns about fraud, accounting matters, violations of our policies and other matters. Information contained on, or that can be accessed through, our website is not incorporated by reference, and you should not consider information on our website to be part of, this proxy statement.

The members of our compensation committee during the last concluded fiscal year were Ms. Ferracone and Mr. Lindsley, both of whom did not stand for re-election in 2021, along with current members Ms. Davidson, Mr. Johnson, Dr. Low and Mr. Rubin. With the exception of Mr. Rubin, no member of the compensation committee has served as an officer or employee of ours or any of our subsidiaries and no member of our compensation committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K. Mr. Rubin currently serves as a director for American Pet Insurance Company, ZPIC Insurance Company, and QPIC Insurance Company, each a wholly-owned subsidiary of the Company. None of our executive officers currently serves or has served on the Board of Directors or compensation committee of any entity whose executive officers included any of our directors.

Our Board of Directors encourages selection of directors who will contribute to our Company’s overall corporate goals. The nominating and corporate governance committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and professional experience in management, technology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for the Board of Directors, the nominating and corporate governance committee considers these factors in the light of the specific needs of the Board of Directors at that time.

In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits and to review material distributed to the director. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the nominating and corporate governance committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding board diversity.

The nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The nominating and corporate governance committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.11 of our Bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, Trupanion, Inc., 6100 4th Avenue South, Suite 400, Seattle, Washington 98108. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our Bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the nominating and corporate governance committee, and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the nominating and corporate governance committee.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in our best interests and those of our stockholders.

Our audit committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were pre-approved by our audit committee.

We are asking our stockholders to vote, on an advisory, non-binding basis, to approve a resolution on the compensation of the Company’s named executive officers, as reported in this proxy statement pursuant to Item 402 of Regulation S-K (commonly referred to as a "say-on-pay" vote). As described in the “Compensation Discussion and Analysis” section of this proxy statement, our compensation philosophy drives our compensation programs, which are designed to align the interests of our executive officers with those of our stockholders, our corporate objectives, our desired behaviors and Company culture, as well as to attract, motivate, and retain key employees who are critical to the success of our Company. Under these programs, our executive officers, including our named executive officers, are motivated to achieve specific strategic objectives that are expected to increase stockholder value. Please read the “Compensation Discussion and Analysis” section of this proxy statement and the “Executive Compensation Tables” and narrative discussion for additional details about our compensation programs, including information about the 2021 compensation for our named executive officers.


Key Sections			Core Topics
Part 1. Organization of this CD&A			1.1 CD&A Sections
Part 2. Executive Summary			2.1 Named Executive Officers 2.2 Business Overview and Performance 2.3 Compensation Highlights - Compensation Philosophy - Consideration of "Say-on-Pay" Vote - Compensation Programs - Compensation Mix - Alignment with Stockholders
Part 3. Our Culture			3.1 Who We Are
Part 4. Governance of Executive Compensation			4.1 Role of the Compensation Committee 4.2 Role of Management 4.3 Role of Consultant 4.4 Peer Group
Part 5. Components of Executive Compensation			5.1 Key Elements of Compensation 5.2 Detailed Description of Each Element of Compensation and Determination of Compensation for 2021 Performance Year ‐ Base Salary ‐ Short-Term Incentive Awards ‐ Long-Term Incentive Awards ◦ Equity Allocations in 2022 for the 2021 Performance Year ◦ 2020 Long-Term Incentive Awards Reflected in 2021 Summary Compensation Table ‐ Other Equity Awards for 2021 Company Performance Issued in 2022 - Other Compensation and General Benefits
Part 6. Other Compensation Policies and Practices			6.1 Employment Agreements 6.2 Severance and Change-in-Control Protection 6.3 Share Ownership 6.4 Risk Assessment 6.5 Clawbacks 6.6 Pledging & Hedging 6.7 Discussion on Key Performance Metrics

Our revenue for the calendar year 2021 was $699 million, an increase of 39% year-over-year, primarily comprised of subscription fees for our Trupanion-branded medical insurance and policies written on behalf of third parties. Growth of our intrinsic value is the primary internal measure we use to evaluate corporate and named executive officer long-term performance. For performance year 2020, we calculated the growth of intrinsic value based on a two-year compound annual growth rate and for performance year 2021, we returned to using a year-over-year annual growth calculation. We believe this approach better reflects performance of the Company and the team in a given year while also reducing complexity. In 2021, for the evaluation of team compensation, we calculated an estimated increase in intrinsic value per share of 41.4% (as discussed in more detail below). Most of Trupanion's intrinsic value is derived from our direct-to-consumer, monthly subscription business.

We held a non-binding advisory "say-on-pay" vote at our 2021 Annual Meeting of Stockholders. Approximately 99.7% of the shares that voted for or against the 2021 say-on-pay proposal (excluding abstentions and broker non-votes) were cast in favor of our say-on-pay proposal. Our compensation committee considered the result of this advisory vote to be an endorsement of our compensation program, policies, practices, and philosophy for our named executive officers. Our compensation committee will continue to consider the outcome of our say-on-pay votes and our stockholder views when making compensation decisions for our named executive officers, including the outcome of Proposal 3 (advisory and non-binding vote to approve the compensation provided to the Company's named executive officers for 2021) at the 2022 Annual Meeting of Stockholders, as we currently hold say-on-pay votes annually.

The progress we made against our objectives is outlined above in the section of this CD&A titled “2.2 Business Overview and Performance”. For performance year 2021, we calculated a year-over-year annual growth in intrinsic value of 41.4% per share for purposes of evaluating performance. In contrast, for performance year 2020, instead of using a year-over-year growth calculation, we used a two-year compound annual growth rate to determine intrinsic value per share growth. The increase in our intrinsic value is a primary driver for determining how we allocated long-term incentive awards, as set forth in more detail in the section of this CD&A titled "5.2 Detailed Description of Each Element of Compensation and Determination of Compensation for the 2021 Performance Year".


Compensation Committee’s Factors Supporting the Pay-For-Performance Philosophy:
▪ Deliver the significant majority of our executive compensation through long-term incentives
▪ Require year-over-year annual growth calculation of intrinsic value per share of at least 10% prior to granting performance-based long-term equity incentive awards
▪ Apply a four-year vesting schedule to our employee equity grants to support long-term decision-making and retention goals
▪ Link our short-term incentive awards to measures and goals that drive value and derive from our corporate strategy
▪ Require equity ownership by our named executive officers to align pay with stockholder interests
▪ Use a balanced set of measures to support top and bottom line interests and the efficient deployment of capital
▪ Require achievement of demanding performance goals as a condition of our named executive officers earning target short-term incentive awards


Compensation Committee’s Factors Supporting Strong Corporate Governance:
▪ Do not enter into individual employment agreements that provide a defined period of employment unless required by law
▪ Maintain a reasonable severance and change in control policy, no more generous than what is provided to all employees
▪ Hold executive sessions at least once a quarter
▪ Evaluate our incentive program each year to ensure that it does not encourage excessive risk-taking
▪ Maintain a compensation committee comprised of only independent board members
▪ Oversee and administer all executive compensation and equity programs
▪ Maintain stock ownership guidelines for our directors and require at least 50% of director compensation to be paid in equity
▪ Maintain a clawback policy to recover incentive compensation in the case of a restatement or actions causing reputational damage
▪ Frequently conduct stockholder outreach to capture stockholder views on a variety of corporate practices, including on executive compensation
▪ Engage an independent executive pay consultant who reports solely to the compensation committee
▪ Prohibit tax gross-ups
▪ Prohibit executive and director hedging activities
▪ Do not provide any perquisites to our executives


Element	Form	Description	Purpose
Base Salary	Cash	Fixed cash compensation determined by value of contribution and desired pay mix of each position, and informed by market data.	Provide baseline level of fixed compensation.
Short-Term Incentive Awards	Cash or equity, at the election of the participant	Variable compensation based on achievement of corporate and individual monthly performance goals that include strategic and financial goals. In 2021, for all named executive officers, awards were scored monthly and paid in the first quarter of 2022, subject to the compensation committee’s approval.	Focus named executive officers on the achievement of individual monthly strategic and financial goals and reinforce value connection by role.
		All participants in the plan may elect to take their cash awards in the form of equity with a 20% premium to cash amount and subject to a 2-year lock-up.	Enhance ownership mindset of the team with the option to forgo cash for equity.
		Awards to our Chief Executive Officer, President, and Chief Operating Officer are based solely on Company performance goals, whereas awards to other named executive officers are based on a 50/50 mix of Company and individual performance goals.
Long-Term Incentive Awards	RSUs or Stock Options (determined annually)	Aggregate amount of long-term incentive awards to be granted is based on the calculation of the growth of our intrinsic value per share - the higher the growth of our intrinsic value per share, the larger the amount of equity we make available for grant in aggregate to all employees and directors.	Promote stock ownership.
		Generally, stock options and restricted stock units vest over four years, subject to the holders’ continued service with the Company, with standard vesting for stock options vesting as to 1/4th on the one year anniversary and then 1/48th monthly thereafter, and restricted stock units vesting as to 1/4th on the one year anniversary and then 1/16th quarterly thereafter, subject to the recipient being a service provider through each vesting date for the equity award).	Align executives directly with stockholder interests.
			Reward the long-term growth of intrinsic value.
			Enhance long-term perspective and support retention of named executive officers.
Other Compensation	401(k) Plan	Broad based retirement plan sponsored by Trupanion and offered to all employees.	Support long term financial planning.
General Benefits	Healthcare, Life and Disability Insurance, Daycare, Pet-related Benefits, Public Transit Pass, and Sabbatical	All employees have the opportunity to receive paid healthcare, including life and disability insurance for themselves. Employees in North America receive coverage for their pet on a Trupanion policy. Employees located at our Seattle headquarters receive paid daycare for infants through pre-K (subject to space availability), professional dog walker services for all furry office mates and a prepaid public transit pass. Every 5 years, employees receive a 5-week paid sabbatical.	Overall competitive benefits package that is offered to employees to foster a fulfilling, enjoyable, and productive work environment.

Short-Term Incentive Awards: We offer short-term incentive awards to our named executive officers and other employees. The intent of the short-term incentive awards is to reward each individual’s contribution based on the achievement of the Company’s corporate objectives and individual goals. Previously, the corporate objectives and individual goals were established at the beginning of each quarter and scored at the end of each quarter. Starting in 2021, the Company moved to a monthly cadence, by which corporate objectives and individual goals were established at the beginning of each month and scored at the end of each month. The measures for the individual goals for our named executive officers were determined by our Chief Executive Officer in consultation with our executive team and subject to oversight by our compensation committee. Individual goals typically tie to specific Company initiatives that vary based on the role of the named executive officer but are generally aligned to indicators of growth in our calculation of intrinsic value, such as the number of active hospitals and number of enrolled pets. The monthly achievement scores for corporate objectives are reviewed by the compensation committee quarterly and the monthly individual achievement scores for named executive officers are approved annually. These short-term incentive awards were paid annually to our named executive officers in the following fiscal year, whereas short-term incentive awards for other employees were paid monthly. Short-term incentive awards for our Chief Executive Officer, President, and Chief Operating Officer are based exclusively on achievement of our monthly corporate objectives and short-term incentive awards for our other named executive officers are weighted 50% to corporate objectives and 50% to individual objectives.

For performance awards granted to our named executive officers in 2022 for performance year 2021, the compensation committee, in consultation with management, evaluated the growth of our intrinsic value per share on a year-over-year basis in the same manner used prior to performance year 2020. In comparison, for performance year 2020, the compensation committee, in consultation with management, determined the growth of our intrinsic value per share using a two-year compound annual growth rate. The compensation committee returned to the year-over-year method of determining the growth in intrinsic value per share because the compensation committee believes a year-over-year calculation better reflects the actual changes in intrinsic value per share and rewards team members based on the value created in a given year, while also reducing complexity.

The award of long-term incentive grants is contingent upon our intrinsic value per share growth being higher than 10%. Once we have determined the aggregate number of shares available for long-term incentive awards, we first deduct a number of shares (determined based on our calculation of intrinsic value per share) for available cash used during the performance year and then deduct shares that have already been granted for new hires, spot bonus grants, grants made in connection with promotions, and non-employee director grants. The compensation committee then allocates the number of long-term incentive awards to individuals in the company. All employees are eligible for long-term incentive grants, including named executive officers, based on their contributions during the year to the calculated intrinsic value per share growth results. In doing so, the compensation committee takes the Chief Executive Officer's recommendations into account.

Equity Allocations in 2022 for the 2021 Performance Year: For the 2021 performance year, we estimated that the year-over-year annual growth of our intrinsic value per share was 41.4%. After adjusting for foreign exchange and available cash used during the performance year, this resulted in an aggregate equity pool of 630,952 shares. From the pool of 630,952 shares available, deductions were made for new hire grants, spot bonus grants, promotional grants and non-employee director grants already made in performance year 2021. Deductions from the pool were also made for the bonus grants issued in 2022, described below under "Other Equity Awards for 2021 Company Performance Issued in 2022". After deductions, the remaining 472,814 shares were then granted in the form of restricted stock units in 2022 for the 2021 performance year to certain employees, including named executive officers. These restricted stock units will vest over four years.

To determine the specific amounts granted to each named executive officer in 2022 for performance year 2021, our Chief Executive Officer, considering team member input, determined the value each individual contributed toward our growth in intrinsic value per share. In making this determination, our Chief Executive Officer also reviewed how each named executive officer demonstrated leadership to achieve those results and the officer's ability to impact future growth of the Company. The compensation committee considered these recommendations and assessed potential long-term incentive awards against each named executive officer's base pay and bonus levels. Our Chief Executive Officer was not present for the decisions relating to his own long-term equity incentive awards. Following this process, the compensation committee approved the following grants to named executive officers in February 2022 based on 2021 performance:

2020 Long-Term Incentive Awards Reflected in 2021 Summary Compensation Table: The long-term incentive awards earned in 2020 and granted to our named executive officers in 2021 are listed on the Summary Compensation Table (see the section titled “Executive Compensation Tables - Summary Compensation Table”). For the 2020 performance year, the compensation committee estimated that the two-year compound annual growth rate of our intrinsic value per share was 31.4%. This performance resulted in an aggregate equity pool of 850,608 shares. From the pool of 850,608 shares available, deductions were made for new hire grants, spot bonus grants, promotional grants, non-employee director grants already made in performance year 2020, and for an anticipated issuance of a non-plan common stock donation to a non-profit organization, and the remaining 545,378 shares were then granted in the form of restricted stock units in 2021 for the 2020 performance year to certain employees, including named executive officers. These restricted stock units will vest over four years.

To determine the specific amounts granted to each named executive officer in 2021, our Chief Executive Officer, considering team member input, determined the value each individual contributed toward our growth in intrinsic value per share. In making this determination, our Chief Executive Officer also reviewed how each named executive officer demonstrated leadership to achieve those results and the officer's ability to impact future growth of the Company. The compensation committee considered these recommendations and assessed potential long-term incentive awards against each named executive officer's base pay and bonus levels. Our Chief Executive Officer was not present for the decisions relating to his own long-term equity incentive awards. Following this process, the compensation committee approved the following grants to named executive officers in February 2021 based on 2020 performance:

The minimum ownership may be satisfied by ownership of: (i) shares of the Company’s common stock, including shares purchased in the open market or through a company purchase plan or otherwise owned by the individual as a result of vesting of restricted stock units or performance-based stock units or exercise of options; (ii) vested restricted stock units and performance-based stock units; (iii) all deferred restricted stock units; (iv) vested restricted stock awards, (v) vested and exercisable “in-the-money” stock options (on a net exercise basis and net of taxes set at a 50% tax rate for purposes of calculating share ownership); and (vi) any other shares of the Company’s common stock owned by the executive or non-employee director. Shares or equity awards that are vested but are not settled pursuant to a pre-arranged deferral program will count toward the ownership requirement.

The compensation committee assessed the risk profile of our executive pay program and determined that it does not encourage undue risk-taking by executives. Key considerations are the weighting of compensation mix towards long-term growth in the Company's intrinsic value, that the short-term incentive award measurement categories are set monthly and are designed to encourage focus on the Company's key initiatives, the long-term incentive awards are subject to an objective measurement (i.e., our calculation of intrinsic value per share) that assesses the long-term sustainable growth and health of the Company, and all of the long-term incentive awards carry four-year vesting, which encourages executives to make decisions that are in the best long-term interests of the business.

Our Insider Trading Policy requires preapproval by our Compliance Officer for any transaction in our shares, which would include sales in connection with pledges. Our Insider Trading Policy and our Pledging Guidelines for Directors and Officers generally discourage pledging transactions and encourage pre-approval of pledging transactions by the Nominating and Governance Committee. In addition, management regularly updates the Nominating and Governance Committee regarding outstanding pledges and considers, among other things, the number of shares pledged and the percentage of the pledgor's total Trupanion securities these shares represent. With this oversight, we allow limited pledging transactions because we acknowledge that personal circumstances may warrant entrance into such arrangements instead of selling Company shares.

Adjusted operating income is a non-GAAP financial measure that adjusts operating income (loss) to remove the effect of acquisition cost, development expenses, one-time business combination transaction costs and gain (loss) from investment in joint ventures. Non-cash items, such as stock-based compensation expense and depreciation and amortization, are also excluded. Adjusted operating margin is adjusted operating income as a percentage of revenue. Management uses adjusted operating income and the margin on adjusted operating income to understand the effects of scale in its non-acquisition cost and development expenses and to plan future advertising expenditures, which are designed to acquire new pets. Management uses this measure as a principal way of understanding the operating performance of its business exclusive of acquisition cost and new product exploration and development initiatives. Management believes disclosure of this metric provides investors with the same data that the Company employs in assessing its overall operations and that disclosure of this measure may provide useful information regarding the efficiency of our utilization of revenues, return on advertising dollars in the form of new subscribers and future use of available cash to support the continued growth of our business. The following is a reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):


	Q4 2021
Monthly average revenue per pet	$	63.56
Cost of paying veterinary invoices	$	45.27
Variable expenses	$	6.25
Fixed expenses	$	3.01
Estimated profit per pet per month	$	9.03	Multiplied by 79.4 months = $717 (Lifetime value of a pet, including fixed expenses)
1Calculated on a trailing twelve month basis

Estimated IRR calculation for the year ended December 31, 2021:
Year	—		1	2	3	4	5	6	7
Months2	6.0		12.0	12.0	12.0	12.0	12.0	12.0	1.4	79.4
Estimated Profit per Pet per Month	$9		$9	$9	$9	$9	$9	$9	$9	$72
Estimated Profit per Pet	$54		$108	$108	$108	$108	$108	$108	$12	$717
Capital Charge3	$(4)		$(8)	$(8)	$(8)	$(8)	$(8)	$(8)	$(1)	$(50)
PAC	$(287)									IRR
	$(237)		$101	$101	$101	$101	$101	$101	$11	36%

2This represents the average subscriber life in months, for the period presented, which is calculated as the quotient obtained by dividing one by one minus the average monthly retention rate.

3We include a capital charge in this calculation to estimate cost of capital on reserves which must be set aside to meet regulatory capital requirements. These reserves are included on our balance sheet.

We then used the total compensation set forth in the summary compensation table for Mr. Rawlings, added to it the amounts we pay on behalf of Mr. Rawlings pursuant to benefits programs that are available on a non-discriminatory basis to all our employees, including health, life and disability insurance premiums, child care at our headquarters, and enrollment of employee pets in our Trupanion medical insurance policy (Non-discriminatory Benefits) and compared that amount to the total compensation paid in 2021 for the identified role, which also included the Non-discriminatory Benefits paid out for the identified role. For the identified role, we included the 2020 fourth quarter bonus which was paid in 2021 and did not include the December 2021 bonus which was paid in 2022. This determined the ratio set forth above.


Name and Principal Position	Year		Salary			Stock Awards (1)		Non-Equity Incentive Plan Compensation (2)			Total
Darryl Rawlings	2021		$	300,000		$	4,623,067	$	39,355		$	4,962,422
Chief Executive Officer	2020		$	300,000		$	822,367	$	38,400		$	1,160,767
	2019		$	300,000		$	720,714	$	34,650		$	1,055,364
Drew Wolff	2021		$	181,818	(3)	$	1,578,224	$	44,240	(4)	$	1,804,282
Chief Financial Officer	2020	(5)	$	—		$	—	$	—		$	—
	2019	(5)	$	—		$	—	$	—		$	—
Margi Tooth	2021		$	300,000		$	4,941,857	$	39,355	(6)	$	5,281,212
President	2020		$	300,000		$	851,155	$	48,473		$	1,199,628
	2019		$	240,000		$	1,137,939	$	26,190		$	1,404,129
Tricia Plouf	2021		$	300,000		$	4,887,460	$	39,355		$	5,226,815
Chief Operating Officer	2020		$	300,000		$	851,155	$	40,688		$	1,191,843
	2019		$	210,000		$	853,454	$	28,340		$	1,091,794
Gavin Friedman	2021		$	300,000		$	3,385,120	$	43,703		$	3,728,823
Executive Vice President,	2020		$	300,000		$	1,076,579	$	39,285		$	1,415,864
Legal	2019		$	193,333		$	339,031	$	45,249		$	577,613
Asher Bearman	2021		$	300,000		$	3,385,120	$	39,159	(7)	$	3,724,279
Executive Vice President,	2020		$	300,000		$	851,155	$	38,681		$	1,189,836
Corporate Development	2019		$	240,000		$	995,711	$	31,515	(8)	$	1,267,226

(4)With the exception of named executive officers, the Company issued short-term incentive awards (cash bonuses) to its team members on a monthly basis. In lieu of taking their full cash bonus amount, team members may elect to convert all or a portion of their cash bonus into Company equity, in the form of RSUs, with a 20% premium to cash on value and subject to a two year lock-up. Prior to Mr. Wolff's appointment to Chief Financial Officer and becoming a named executive officer, Mr. Wolff received monthly bonuses, in the aggregate amount of $19,065. Of that amount, Mr. Wolff elected to convert $11,370 of his cash bonus into RSUs, receiving the remaining $7,695 in cash. Such RSUs were granted in November 2021, in the amount of 145 shares with an aggregate grant date fair value of $12,413. In February 2022, Mr. Wolff's 2021 cash bonus as Chief Financial Officer was approved in the amount of $25,175. Mr. Wolff elected to convert 100% of his cash bonus into RSUs. Such RSUs were granted in February 2022, in the amount of 262 shares with an aggregate grant date fair value of $15,049.


				Estimated Future Payouts Under Non-Equity Incentive Plan (1)
Name	Award Type	Approval Date	Grant Date	Threshold		Target			Maximum		All Other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards (2)
Darryl Rawlings	Annual short-term incentive award (3)			$	—	$	60,000		$	—
	RSU (4)	2/17/2021	2/21/2021								43,804	$	4,617,818
	RSU (5)	2/17/2021	2/21/2021								60	$	4,199
	RSU (6)	2/17/2021	2/21/2021								15	$	1,050
Drew Wolff	Annual short-term incentive award (3)			$	—	$	70,000	(7)	$	—
	RSU (8)	11/12/2021	11/12/2021								145	$	12,413	(9)
	RSU (10)	9/24/2021	11/12/2021								7,044	$	915,650
	RSU (11)	8/16/2021	8/16/2021								7,044	$	650,161
Margi Tooth	Annual short-term incentive award (3)			$	—	$	60,000		$	—
	RSU (4)	2/17/2021	2/21/2021								46,828	$	4,936,608
	RSU (5)	2/17/2021	2/21/2021								60	$	4,199
	RSU (6)	2/17/2021	2/21/2021								15	$	1,050
Tricia Plouf	Annual short-term incentive award (3)			$	—	$	60,000		$	—
	RSU (4)	2/17/2021	2/21/2021								46,312	$	4,882,211
	RSU (5)	2/17/2021	2/21/2021								60	$	4,199
	RSU (6)	2/17/2021	2/21/2021								15	$	1,050
Gavin Friedman	Annual short-term incentive award (3)			$	—	$	60,000		$	—
	RSU (4)	2/17/2021	2/21/2021								32,061	$	3,379,871
	RSU (5)	2/17/2021	2/21/2021								60	$	4,199
	RSU (6)	2/17/2021	2/21/2021								15	$	1,050
Asher Bearman	Annual short-term incentive award (3)			$	—	$	60,000		$	—
	RSU (4)	2/17/2021	2/21/2021								32,061	$	3,379,871
	RSU (5)	2/17/2021	2/21/2021								60	$	4,199
	RSU (6)	2/17/2021	2/21/2021								15	$	1,050


			Option Awards						Stock Awards
Name	Grant Date		Number of Securities Underlying Options Total Grant	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested (1)
Darryl Rawlings	2/22/2021	(2)							43,804	$	5,783,442
	4/3/2020	(3)							18,881	$	2,492,858
	2/22/2019	(4)							7,525	$	993,526
	2/20/2018	(5)							1,220	$	161,077
	5/4/2017	(6)	23,448	23,448	—	$	17.97	5/4/2027
	8/8/2016	(7)	50,000	50,000	—	$	14.95	8/8/2026
Drew Wolff	11/12/2021	(8)							7,044	$	930,019
	8/16/2021	(9)							7,044	$	930,019
Margi Tooth	2/22/2021	(2)							46,828	$	6,182,701
	4/3/2020	(3)							19,542	$	2,580,130
	2/22/2019	(4)							11,882	$	1,568,780
	2/20/2018	(5)							1,220	$	161,077
	5/4/2017	(6)	23,448	23,448	—	$	17.97	5/4/2027
	12/21/2015	(10)	40,000	40,000	—	$	8.93	12/21/2025
	7/24/2015	(11)	19,200	200	—	$	7.78	7/24/2025
	11/7/2014	(12)	10,000	7,500	—	$	6.54	11/7/2024
Tricia Plouf	2/22/2021	(2)							46,312	$	6,114,573
	4/3/2020	(3)							19,542	$	2,580,130
	2/22/2019	(4)							8,911	$	1,176,519
	2/20/2018	(5)							1,220	$	161,077
	5/4/2017	(6)	46,895	46,895	—	$	17.97	5/4/2027
	5/6/2016	(13)	50,000	44,049	—	$	14.40	5/6/2026
	7/24/2015	(11)	10,255	7,999	—	$	7.78	7/24/2025
Gavin Friedman	2/22/2021	(2)							32,061	$	4,233,014
	4/3/2020	(3)							24,717	$	3,263,386
	11/12/2019	(14)							182	$	24,029
	2/22/2019	(4)							3,420	$	451,543
	2/20/2018	(5)							313	$	41,325
	5/4/2017	(6)	9,000	9,000	—	$	17.97	5/4/2027
	9/19/2016	(15)	40,000	10,000	—	$	16.32	9/19/2026
Asher Bearman	2/22/2021	(2)							32,061	$	4,233,014
	4/3/2020	(3)							19,542	$	2,580,130
	2/22/2019	(4)							10,397	$	1,372,716
	2/20/2018	(5)							1,220	$	161,077
	5/4/2017	(6)	35,171	4,397	—	$	17.97	5/4/2027


		Option Awards			Stock Awards
Name	Grant Date	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting
Darryl Rawlings	2/22/2021				75	$	7,907
	4/3/2020				14,685	$	1,428,969
	2/22/2019				6,020	$	597,470
	2/20/2018				4,878	$	484,119
	9/23/2011	309,679	$	29,588,005
Drew Wolff	11/12/2021				145	$	18,849
Margi Tooth	2/22/2021				75	$	7,907
	4/3/2020				15,199	$	1,478,966
	2/22/2019				9,505	$	943,343
	2/20/2018				4,878	$	484,119
Tricia Plouf	2/22/2021				75	$	7,907
	4/3/2020				15,199	$	1,478,966
	2/22/2019				7,129	$	707,530
	2/20/2018				4,878	$	484,119
	5/6/2016	5,951	$	435,028
	7/24/2015	2,256	$	162,538
	9/26/2014	3,500	$	335,921
Gavin Friedman	2/22/2021				75	$	7,907
	4/3/2020				19,225	$	1,870,752
	11/12/2019				91	$	9,036
	2/22/2019				2,736	$	271,541
	2/20/2018				1,250	$	124,049
	9/19/2016	20,000	$	1,987,151
Asher Bearman	2/22/2021				75	$	7,907
	4/3/2020				15,199	$	1,478,966
	2/22/2019				8,317	$	825,437
	2/20/2018				4,878	$	484,119
	8/2/2013	67,162	$	6,178,232


Name and Termination Event		Severance Payment (1)(2)		Accelerated Restricted Stock Awards and Restricted Stock Units (3)		Continued Benefit Plan Coverage (4)		Total
Darryl Rawlings
Termination without Cause		$	200,893	$	—	$	874	$	201,767
After Change of Control, Termination without Cause	(5)	$	189,355	$	9,430,903	$	—	$	9,620,258
Drew Wolff
Termination without Cause		$	55,778	$	—	$	874	$	56,652
After Change of Control, Termination without Cause	(5)	$	194,240	$	1,860,039	$	—	$	2,054,279
Margi Tooth
Termination without Cause		$	143,201	$	—	$	874	$	144,075
After Change of Control, Termination without Cause	(5)	$	189,355	$	10,492,688	$	—	$	10,682,043
Tricia Plouf
Termination without Cause		$	154,740	$	—	$	713	$	155,453
After Change of Control, Termination without Cause	(5)	$	189,355	$	10,032,300	$	—	$	10,221,655
Gavin Friedman
Termination without Cause		$	112,933	$	—	$	713	$	113,646
After Change of Control, Termination without Cause	(5)	$	193,703	$	8,013,297	$	—	$	8,207,000
Asher Bearman
Termination without Cause		$	143,005	$	—	$	394	$	143,399
After Change of Control, Termination without Cause	(5)	$	189,159	$	8,346,937	$	—	$	8,536,096

(1)Under our Employee Severance and Change in Control Plan (our Severance Plan), in the event the executive is terminated without cause and not in connection with a change in control, the executive is entitled to a lump sum payment equal to the executive's salary for a minimum of two weeks with an additional two weeks for each completed year of employment up to a maximum of 26 weeks, plus his or her earned but unpaid bonuses. Under our Severance Plan, in the event the executive is terminated without cause within three months prior or 12 months following a change of control, the executive is entitled to a payment equal to six months of the greater of (i) the executive's salary and (ii) the executive's base salary in effect when the change in control first occurred plus, for each full calendar quarter prior to the date of termination, any bonuses earned by the executive but unpaid as of the date of termination.

(5)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 Exchange Act) 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 in 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 Internal Revenue 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 the Board 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 in 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.

Our Board of Directors and stockholders adopted our 2007 Equity Compensation Plan (2007 Plan) in December 2008. The 2007 Plan provided for the grant of both incentive stock options, which qualify for favorable tax treatment to their recipients under Section 422 of the Code, and nonstatutory stock options, as well as for the issuance of shares of restricted stock and stock bonuses and the award of restricted stock units. The maximum permitted term of options granted under our 2007 Plan is ten years, except that the maximum permitted term of incentive stock options granted to stockholders who, at the time of grant, owned stock representing more than 10% of the voting power of all classes of our stock, is five years. In the event of our merger or consolidation, the 2007 Plan provides that, unless the applicable award agreement provides otherwise, if awards are not assumed or substituted in connection with the merger or consolidation, then the vesting and exercisability of such awards will accelerate in full, followed by termination of any unexercised awards. We ceased issuing awards under the 2007 Plan upon the implementation of our 2014 Equity Incentive Plan. As a result, the 2007 Plan terminated and we no longer grant options under the 2007 Plan. However, outstanding awards granted under the 2007 Plan will continue to be governed by the terms of the 2007 Plan. Options and restricted stock granted under the 2007 Plan have similar terms to those described below with respect to such awards under our 2014 Plan.

Our Board of Directors and stockholders adopted our 2014 Plan in June 2014, it became effective July 17, 2014 and serves as the successor to our 2007 Plan. We initially reserved 2,000,000 shares of our common stock to be issued under our 2014 Plan. Under the 2014 Plan, the number of shares reserved for issuance is and will continue to automatically increase on January 1 for each of the calendar years 2016 through 2024, by the number of shares equal to 4% of the total outstanding shares of our common stock as of the immediately preceding December 31 of such year; provided, however, that our Board of Directors may reduce the amount of the increase in any particular year. Since 2017, our Board of Directors declined the automatic increase that would have occurred on January 1 of each year. In addition to the foregoing, the following shares are available for grant and issuance under our 2014 Plan:

Our 2014 Plan authorizes the award of stock options, restricted stock awards (RSAs), SARs, RSUs, performance awards and stock bonuses. No person will be eligible to receive more than 1,000,000 shares in any calendar year under our 2014 Plan other than a new employee, who will be eligible to receive no more than 2,000,000 shares under the 2014 Plan in the calendar year in which the employee commences employment. Additionally, no participant may be granted in a calendar year a performance cash award having a maximum value in excess of $5.0 million under our 2014 Plan. Such limitations were designed to help ensure that compensation was eligible for exceptions to the $1.0 million limitation on income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.

In general, options granted to employees under our 2014 Plan vest over a four-year period, with 1/4th of the total shares issuable on exercise of the options vesting on the one year anniversary of the vesting commencement date and 1/48th of the total shares issuable on exercise of the options vesting each month thereafter, subject to the employee’s continued service to us. Options may vest based on time or achievement of performance conditions. Our compensation committee may provide for options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of options granted under our 2014 Plan is ten years, except that the maximum permitted term of incentive stock options granted to stockholders who, at the time of grant, own stock representing more than 10% of the voting power of all classes of our stock, is five years.

Percentage ownership of our common stock is based on 40,712,473 shares of our common stock outstanding on April 11, 2022. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of April 11, 2022 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity.


Name of Beneficial Owner		Number of Shares Beneficially Owned (#)	Percentage (%)
5% or Greater Stockholders:
BlackRock, Inc.	(1)	5,768,753	14.17%
Vanguard Group Inc.	(2)	3,832,072	9.41%
Aflac Incorporated	(3)	3,636,364	8.93%
Capital World Investors	(4)	2,408,785	5.92%
Wellington Management Company LLP	(5)	2,344,490	5.76%
Directors and Named Executive Officers:
Darryl Rawlings	(6)	1,494,247	3.66%
Howard Rubin	(7)	230,425	*
Murray Low	(8)	168,987	*
Tricia Plouf	(9)	135,751	*
Margaret Tooth	(10)	114,651	*
Asher Bearman	(11)	94,137	*
Dan Levitan	(12)	94,131	*
Michael Doak	(13)	31,989	*
Gavin Friedman	(14)	10,714	*
Jacqueline Davidson	(15)	10,312	*
Eric Johnson	(16)	1,761	*
Zay Satchu	(17)	803	*
Andrew Wolff	(18)	679	*

All Officers and Directors as a Group	(19)	2,388,587	5.86%

(5) Wellington Management Company LLP: Based solely on the Schedule 13G/A 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 February 4, 2022. Consists of: (i) 2,072,881 shares over which WMG LLP has shared voting power and 2,344,442 shares over which WMG LLP has shared dispositive power; (ii) 2,072,881 shares over which WGH LLP has shared voting power and 2,344,442 shares over which WGH LLP has shared dispositive power; (iii) 2,072,881 shares over which WIAH LLP has shared voting power and 2,344,442 shares over which WIAH LLP has shared dispositive power; and (iv) 1,966,667 shares over which WMC LLP has shared voting power and 2,169,124 shares over which WMC LLP has shared dispositive power. The principal business address of Wellington Management Group LLP is Wellington Management Group LLP, c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(6) Darryl Rawlings: Consists of (i) 557,350 shares held by Mr. Rawlings; (ii) 857,109 shares held by Kuyashii Primary Equities LLC; (iii) 73,448 shares underlying options to purchase common stock that are exercisable within 60 days of April 11, 2022; and (iv) 6,340 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 11, 2022 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, Mr. Rawlings holds sole voting and investment power over these shares. Mr. Rawlings’ holdings exclude an aggregate of 200,000 shares held by Rawlings GST Trust dated March 1, 2012 (GST Trust). Murray Low, a member of our Board of Directors, is the trustee of the GST Trust and Rawlings GST Non-Exempt Trust FBO (Trust Beneficiaries) are the beneficiaries of the GST Trust. Mr. Rawlings’ children are beneficiaries of the Trust Beneficiaries.

David Rawlings, the father of our Chief Executive Officer, has provided services to us as an independent contractor through his role as one of our Territory Partners. For the year ended December 31, 2021, we paid David Rawlings approximately $41,312 in fees for his services as a Territory Partner and in substantially the same manner as we compensate other Territory Partners. David Rawlings also sold certain territories to other Territory Partners, including his son David Rawlings, Jr., pursuant to Assignment and Assumption Agreements that require us to continue to pay David Rawlings a portion of the proceeds payable with respect to those territories. For the year ended December 31, 2021, we paid an aggregate amount of approximately $171,312 to David Rawlings on behalf of certain Territory Partners pursuant to the Assignment and Assumption Agreements.

We have adopted a written related-person transactions policy that provides that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of the foregoing persons, are not permitted to enter into a material related-person transaction with us without the review and approval of our audit committee, or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 will be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, we expect that our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2022 Annual Meeting of stockholders must be received by us not later than December 27, 2021 in order to be considered for inclusion in our proxy materials for that meeting. If the date of our 2022 Annual Meeting of stockholders is changed by more than 30 days from the anniversary date of this year’s Annual Meeting of stockholders, then the deadline to submit a proposal to be considered for inclusion in our proxy statement and form of proxy for our 2022 Annual Meeting of stockholders, shall be a reasonable time before we begin to print and mail proxy materials. If our 2022 Annual Meeting of stockholders is changed by more than 30 days from the one-year anniversary of this Annual Meeting, we will disclose the new deadline for stockholder proposals under Item 5 of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders.

Section 16 of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in 2021, except for: (i) each of Jacqueline Davidson, Michael Doak, Eric Johnson, Dan Levitan, Murray Low, and Howard Rubin (each a member of our Board of Directors) filed one late Form 4 in April 2021 relating to vesting of RSUs that occurred in March 2021 and filed one timely Form 5 in February 2022 relating to the vesting of RSUs that occurred in December 2021; (ii) Asher Bearman, our EVP of Corporate Development filed one timely Form 5 in February 2022 relating to the vesting of RSUs that occurred in August and November 2021; (iii) Gavin Friedman, our EVP of Legal, and Darryl Rawlings, our Chief Executive Officer, each filed one late Form 4 in January 2022 relating to the vesting of RSUs that occurred in August and November 2021; (iv) Tricia Plouf, our Chief Operating Officer (and former Chief Financial Officer and Co-President), filed one late Form 4 in December 2021 relating to the vesting of RSUs that occurred in November 2021 and one late Form 4 in January 2022 relating to the vesting of RSUs that occurred in August and November 2021; (v) Margaret Tooth, our President (and former Co-President), filed one late Form 4 in December 2021 relating to the vesting of RSUs that occurred in November 2021 and one late Form 4 in February 2022 relating to the vesting of RSUs that occurred in August and November 2021; and (vi) Andrew Wolff, our Chief Financial Officer, filed one late Form 3 in October 2021 relating to Mr. Wolff's initial Company holdings.

We expect that a number of brokerage firms, banks and other nominees with account holders beneficially owning our stock will be “householding” our annual report on Form 10-K and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of our annual report on Form 10-K and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your brokerage firms, banks or other nominees that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting their brokerage firm, bank or other nominee.

Attending the Annual Meeting In-Person. The Annual Meeting will be held on Wednesday, June 8, 2022 at 9 a.m. (Pacific Time) at the Company's headquarters located at 6100 4th Avenue South, Seattle Washington 98108. The Company endeavors to make our annual meetings a major event that maximizes in-person engagement with stockholders. We encourage those who want to participate in-person to come to our offices. For those stockholders who do not wish to attend in-person, we are planning to allow stockholders to listen to the formal business portions of the Annual Meeting by dialing +1-877-407-0784 (Toll Free) or +1-201-689-8560 (Toll/International), although voting and tabulation of votes will be in-person (so for those attending remotely, please cast your vote online prior to the Annual Meeting). Company presentations will follow the Annual Meeting via webcast. We strongly encourage our stockholders and guests who intend to attend in-person to practice appropriate social distancing, to comply with all applicable stay-at-home or similar orders that may be in effect at the time of the Annual Meeting. Please visit https://investors.trupanion.com for further details on attending our Annual Meeting. Company presentations and an in‑depth question and answer session with Trupanion’s leadership team will commence after the formal business is conducted and the Annual Meeting adjourns.


	Fiscal Year 2021		Fiscal Year 2020
Audit fees (1)	$	905,000	$	872,000
All other fees (2)	$	2,710	$	13,535
Total fees	$	907,710	$	885,535


Name	Title (1)	2021 Base Salary	2020 Base Salary	Percent Increase
Darryl Rawlings	Chief Executive Officer and Director	$300,000	$300,000	—%
Drew Wolff	Chief Financial Officer	$300,000	$300,000	—%
Margi Tooth	President	$300,000	$300,000	—%
Tricia Plouf	Chief Operating Officer	$300,000	$300,000	—%
Gavin Friedman	Executive Vice President, Legal, and Corporate Secretary	$300,000	$300,000	—%
Asher Bearman	Executive Vice President, Corporate Development	$300,000	$300,000	—%


Estimated Increase to Our Calculation of Intrinsic Value Per Share	% of Value Creation Going to Employees (Assume RSUs)	% of Value Creation Going to Stockholders (Assume RSUs)
1 - 10%	0.0%	1 - 10%
11%	0.3%	10.7%
20%	1.0%	19.0%
30%	2.5%	27.5%
35%	3.0%	32.0%
40%	3.5%	36.5%
45%	4.0%	41.0%
50%	4.5%	45.5%
60%	5.5%	54.5%
70%	6.5%	63.5%


Name	Long-Term Incentive Awards (Number of RSUs Granted in 2022 for 2021 Performance)	RSU Value (1)
Darryl Rawlings	15,132	$	1,356,281
Drew Wolff	13,219	$	1,184,819
Margi Tooth	52,250	$	4,683,168
Tricia Plouf	52,250	$	4,683,168
Gavin Friedman	6,181	$	554,003
Asher Bearman	2,881	$	258,224


Position			Required Ownership
Board Director			3X annual compensation value (excluding chair compensation)
Chief Executive Officer			5X annual base compensation
Executive Officer			3X annual base compensation


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2022. The Proxy Statement and our 2021 Annual Report on Form 10-K are available at https://investors.trupanion.com/financials/annual-reports/default.aspx and at https://www.proxyvote.com.


Proposal	Description	Board Recommendation
Proposal 1	Election of Three "Class II" Directors	"FOR"
Proposal 2	Ratification and Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022	"FOR"
Proposal 3	Advisory and Non-Binding Vote to Approve the Compensation Provided to the Company's Named Executive Officers for 2021	"FOR"


OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINATED CLASS II DIRECTORS.


Name	Age	Class Designation
Jacqueline "Jackie" Davidson	61	Class I Director
Michael Doak	46	Class II Director
Eric Johnson	46	Class II Director
Darryl Rawlings	52	Class II Director
Daniel "Dan" Levitan	64	Class III Director
Murray Low	69	Class III Director
Howard Rubin	69	Class III Director
Zay Satchu	33	Class I Director


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)			All Other Compensation			Total
Robin Ferracone	$	—	$	139,576		$	—		$	64,201	(3)
Hays Lindsley	$	—	$	123,236		$	—		$	56,716	(3)
Jacqueline Davidson	$	—	$	147,799		$	—		$	147,799
Michael Doak (4)	$	—	$	139,576		$	—		$	139,576
Eric Johnson	$	—	$	152,964	(5)	$	—		$	152,964
Dan Levitan	$	—	$	123,236		$	—		$	123,236
Murray Low (6)	$	—	$	158,718		$	—		$	158,718
Howard Rubin (7)	$	—	$	123,236		$	17,734	(8)	$	140,970
Zay Satchu (9)	$	—	$	64,085		$	—		$	64,085


Submitted by the Audit Committee
Jacqueline Davidson, Chair
Michael Doak
Howard Rubin


Name	2021 Base Salary			Bonus Target of Salary %		Bonus Split (Corporate/ Individual)	Target Bonus Amount			Earned Bonus Amount
Darryl Rawlings	$	300,000		20	%	100/0	$	60,000		$	39,355
Drew Wolff	$	300,000	(1)	40	%	50/50	$	70,000	(2)	$	44,240
Margi Tooth	$	300,000		20	%	100/0	$	60,000		$	39,355
Tricia Plouf	$	300,000		20	%	100/0	$	60,000		$	39,355
Gavin Friedman	$	300,000		20	%	50/50	$	60,000		$	43,703
Asher Bearman	$	300,000		20	%	50/50	$	60,000		$	39,159


Executive			2021 Performance and Results
Drew Wolff			Achievement of financial margin targets. Work to secure long-term source of cash to fund insurance company surplus requirements.
Gavin Friedman			Positioning the Company to take advantage of new opportunities, including setting up new underwriting entities, progress towards regulatory and legislative initiatives, development and implementation of talent assessment program, and progress towards diversity, equity and inclusion goals.
Asher Bearman			Strategically improving our competitive position for existing future state products. Completion of international discovery and initial phases of key long term business initiatives, each expected to result in increases to intrinsic value.


Name	2021 Base Salary			Short-Term Incentive Award Payout (Cash Receivable in 2022 for 2021 Performance) (1)			Long-Term Incentive Award Issuance (RSU Value Received in 2022 for 2021 Performance) (2)		Total Performance Compensation
Darryl Rawlings	$	300,000		$	39,355		$	1,356,281	$	1,695,636
Drew Wolff	$	181,818	(3)	$	44,240	(4)	$	1,184,819	$	1,410,877
Margi Tooth	$	300,000		$	39,355	(5)	$	4,683,168	$	5,022,523
Tricia Plouf	$	300,000		$	39,355		$	4,683,168	$	5,022,523
Gavin Friedman	$	300,000		$	43,703		$	554,003	$	897,706
Asher Bearman	$	300,000		$	39,159	(6)	$	258,224	$	597,383


Name	Trutopia Grants (Number of RSUs granted in 2021 for 2020 Company Performance)	2020 Team Grants (Number of RSUs granted in 2021 for 2020 Company Performance)
Darryl Rawlings	15	60
Drew Wolff (1)	—	—
Margi Tooth	15	60
Tricia Plouf	15	60
Gavin Friedman	15	60
Asher Bearman	15	60


	Year Ended December 31, 2021
Revenue	$	698,991
Cost of paying veterinary invoices	481,524
Variable expenses	105,973
Fixed expenses	33,040
Adjusted operating income	78,454
Acquisition cost	69,487
Development expenses	3,719
Stock-based compensation expense	28,226
Depreciation and amortization	11,965
Business combination transaction costs	82
Loss from investment in joint venture	(171)
Operating loss	$	(35,196)


	Year Ended December 31, 2021
Revenue	100.0	%
Cost of paying veterinary invoices	68.9	%
Variable expenses	15.2	%
Fixed expenses	4.7	%
Adjusted operating income	11.2	%
Acquisition cost	9.9	%
Development expenses	0.5	%
Stock-based compensation expense	4.0	%
Depreciation and amortization	1.7	%
Business combination transaction costs	—	%
Loss from investment in joint venture	—	%
Operating loss	(5.0)	%


Submitted by the Compensation Committee
Murray Low, Chair
Jacqueline Davidson
Eric Johnson
Howard Rubin
Zay Satchu


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	1,894,832	$	13.3916	(1)	1,721,350	(2)
Equity compensation plans not approved by security holders	—	—			—
Total	1,894,832	—			1,721,350