Sector: Financials
ROOT INC CLASS A · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class III Directors
Root's 3-year stock return of +1,316% vastly outpaces both the peer group median (+23%) and the XLF sector ETF (+63%), so the TSR trigger does not apply; Hilsheimer has strong financial and insurance credentials, serves as lead independent director and audit committee chair with cybersecurity certification, attendance was 75%+, and no overboarding or other red flags are present.
As co-founder and CEO serving on the board, Timm is subject to the same TSR trigger as other directors, but Root's exceptional 3-year return of +1,316% — more than +1,293 percentage points above the peer group median — means the trigger does not apply; no overboarding, attendance, or independence concerns exist for this executive director seat.
Root's 3-year TSR of +1,316% far exceeds any underperformance threshold, so the TSR trigger does not fire; Ulman has served since 2016 with extensive CEO-level leadership experience, attendance was 75%+, and no overboarding or committee-independence concerns are present.
All three Class III nominees — Hilsheimer, Timm, and Ulman — receive a FOR vote. Root's 3-year total return of +1,316% outperforms the peer group median by approximately +1,293 percentage points and the XLF sector ETF fallback by +1,253 percentage points, both far exceeding the applicable trigger thresholds; no director raises overboarding, attendance, independence, or qualifications concerns.
CEO
Alexander Timm
Total Comp
$8,163,348
Prior Support
92%%
CEO Alexander Timm received total compensation of $8.16 million in 2025, which is reasonable for a technology-insurance CEO at Root's market cap and stage; 90% of his pay is performance-based (performance stock awards tied to measurable loss ratio and policies-in-force goals), well above the 50-60% variable pay requirement. The prior Say on Pay vote received 92% support — the fourth consecutive year above 90% — and the company exercised downward discretion on the annual bonus (reducing a formula-driven 213% payout to 150%) to reflect 2025 total shareholder return, demonstrating genuine pay-for-performance alignment. The company maintains a robust clawback policy, independent compensation committee, no perquisites beyond required security, and clear multi-year performance conditions on all equity awards, with no red flags on pay structure or governance.
Auditor
Deloitte & Touche LLP
Tenure
9 yrs
Audit Fees
$1,637,000
Non-Audit Fees
$103,460
Deloitte has audited Root since 2017 — approximately 9 years — which is well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $103,460 represent about 6.3% of audit fees of $1,637,000, comfortably below the 50% limit, and Deloitte is a Big 4 firm appropriate for Root's market cap. No material restatements or other red flags are present.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment, not a stockholder proposal — it seeks to extend liability protection (exculpation) to certain company officers in line with Delaware law changes enacted in 2022 that many public companies have already adopted. The amendment does not eliminate accountability for fraud, intentional misconduct, or knowing violations of law; it simply aligns Root's charter with what Delaware now permits for officers, just as directors have long been protected. Supporting this change is appropriate because it brings Root's governance documents in line with current Delaware law and market practice without materially weakening shareholder protections.
Root's 2026 annual meeting ballot presents four straightforward proposals, all of which receive a FOR vote under this policy. The company's exceptional 3-year stock return of +1,316% — dramatically outperforming both peers and the XLF sector ETF — means no director TSR trigger fires; the compensation program is genuinely pay-for-performance with 90% of CEO pay at risk; auditor fees and tenure are well within acceptable bounds; and the officer exculpation charter amendment aligns Root with current Delaware law without stripping shareholder protections.
20 companies disclosed in 2026 proxy filing
