TRUPANION, INC., DEF 14A filed on 4/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TRUPANION, INC.
Entity Central Index Key 0001371285
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
YearSCT Total Compensation For CEO
Compensation Actually Paid to CEO
(2)
Average SCT Total Compensation for Other NEOs
($)
Average Compensation Actually Paid
to Other NEOs(2)
($)
Value of Initial Fixed
$100 Investment Based On:
Net Income
($)
Company Selected Measure – Adjusted Operating Income(4)
($)
Darryl Rawlings
($)
Margi Tooth
($)
Darryl Rawlings
($)
Margi Tooth
($)
Cumulative TSR
($)
Peer Group Cumulative TSR(3)
($)
2025— 4,113,742 — 2,580,122 2,143,357 1,552,002 31.22 166.80 19,433,000 151,884,000 
20241,703,370 4,408,563 2,978,754 6,556,782 1,401,629 2,399,235 131.12 188.76 (9,633,000)114,468,000 
2023321,898  N/A (231,457)N/A705,736 252,893 83.00 176.19 (44,693,000)83,545,000 
20221,656,281  N/A (4,037,132) N/A 3,470,294 (1,316,756)129.30 105.70 (44,672,000)89,255,000 
20214,962,422  N/A 5,890,091  N/A 3,953,082 4,603,908 359.17 175.96 (35,530,000)78,454,000 
        
Company Selected Measure Name adjusted operating income        
Named Executive Officers, Footnote The CEO and other NEOs for the indicated years were as follows: (i) for 2025, our CEO was Margi Tooth, and our other NEOs were Fawwad Qureshi, John Gallagher, Emily Dreyer, and Dr. Steve Weinrauch, (ii) for 2024, our CEOs were Darryl Rawlings and Margi Tooth, and our other NEOs were Fawwad Qureshi, John Gallagher, Chris Kearns, and Brenna McGibney, (iii) for 2023, our CEO was Mr. Rawlings, and our other NEOs were Mr. Qureshi, Wei Li, Drew Wolff, Ms. Tooth, Mr. Gallagher, and Dr. Steve Weinrauch, (iv) for 2022, our CEO was Mr. Rawlings, and our other NEOs were Mr. Wolff, Ms. Tooth, Tricia Plouf, and Emily Dreyer, and (v) for 2021, our CEO was Mr. Rawlings, and our other NEOs were Mr. Wolff, Ms. Tooth, Ms. Plouf, and Gavin Friedman.        
Peer Group Issuers, Footnote The Company used the NASDAQ-100 Tech Peer Group Cumulative TSR for each covered fiscal year.        
PEO Total Compensation Amount $ 4,113,742   $ 321,898 $ 1,656,281 $ 4,962,422
PEO Actually Paid Compensation Amount $ 2,580,122   (231,457) (4,037,131) 5,890,092
Adjustment To PEO Compensation, Footnote Amounts reported in this column are based on total compensation reported for our CEO and other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with our methodology used for financial reporting purposes.
YearExecutive(s)Summary Compensation Table TotalSubtract Stock Awards
Add Year-End Equity Value
(i)
Change in Value of Prior Equity AwardsAdd Change in Value of Vested Equity AwardsSubtract Value of Equity Awards that Failed to Meet Vesting ConditionsCompensation Actually Paid
2025CEO Ms. Tooth$4,113,742 $(2,434,500)$1,956,625 $(590,733)$(465,012)$— $2,580,122 
Other NEOs$2,143,357 $(1,373,133)$1,099,893 $(169,019)$(149,096)$— $1,552,002 
2024Mr. Rawlings$1,703,370 $(1,499,850)$2,548,375 $132,091 $94,767 $— $2,978,754 
Ms. Tooth$4,408,563 $(3,609,111)$4,894,703 $583,858 $278,769 $— $6,556,782 
Other NEOs$1,401,629 $(923,206)$1,531,048 $271,373 $118,391 $— $2,399,235 
2023CEO$321,898 $— $— $(268,695)$(284,660)$— $(231,457)
Other NEOs$705,736 $(418,688)$605,318 $(507,704)$(131,770)$— $252,893 
2022CEO$1,656,281 $(1,356,281)$719,224 $(3,095,658)$(1,960,698)$— $(4,037,131)
Other NEOs$3,470,294 $(3,169,003)$1,680,494 $(2,038,922)$(1,259,619)$— $(1,316,756)
2021CEO$4,962,422 $(4,623,067)$5,788,691 $340,352 $(578,307)$— $5,890,092 
Other NEOs$3,953,082 $(3,635,556)$4,529,917 $376,093 $(619,628)$— $4,603,908 
i.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 equity, in the form of RSUs, with a 20% premium to cash on value, fully vested on grant date and subject to a two year lock-up. To avoid double counting, the average grant date fair value of RSUs granted pursuant to certain named executive officers electing to convert their cash bonus into RSUs is excluded from the column in this table for each covered fiscal year. 		       
Non-PEO NEO Average Total Compensation Amount $ 2,143,357 $ 1,401,629 705,736 3,470,294 3,953,082
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,552,002 2,399,235 252,893 (1,316,756) 4,603,908
Adjustment to Non-PEO NEO Compensation Footnote Amounts reported in this column are based on total compensation reported for our CEO and other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with our methodology used for financial reporting purposes.
YearExecutive(s)Summary Compensation Table TotalSubtract Stock Awards
Add Year-End Equity Value
(i)
Change in Value of Prior Equity AwardsAdd Change in Value of Vested Equity AwardsSubtract Value of Equity Awards that Failed to Meet Vesting ConditionsCompensation Actually Paid
2025CEO Ms. Tooth$4,113,742 $(2,434,500)$1,956,625 $(590,733)$(465,012)$— $2,580,122 
Other NEOs$2,143,357 $(1,373,133)$1,099,893 $(169,019)$(149,096)$— $1,552,002 
2024Mr. Rawlings$1,703,370 $(1,499,850)$2,548,375 $132,091 $94,767 $— $2,978,754 
Ms. Tooth$4,408,563 $(3,609,111)$4,894,703 $583,858 $278,769 $— $6,556,782 
Other NEOs$1,401,629 $(923,206)$1,531,048 $271,373 $118,391 $— $2,399,235 
2023CEO$321,898 $— $— $(268,695)$(284,660)$— $(231,457)
Other NEOs$705,736 $(418,688)$605,318 $(507,704)$(131,770)$— $252,893 
2022CEO$1,656,281 $(1,356,281)$719,224 $(3,095,658)$(1,960,698)$— $(4,037,131)
Other NEOs$3,470,294 $(3,169,003)$1,680,494 $(2,038,922)$(1,259,619)$— $(1,316,756)
2021CEO$4,962,422 $(4,623,067)$5,788,691 $340,352 $(578,307)$— $5,890,092 
Other NEOs$3,953,082 $(3,635,556)$4,529,917 $376,093 $(619,628)$— $4,603,908 
i.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 equity, in the form of RSUs, with a 20% premium to cash on value, fully vested on grant date and subject to a two year lock-up. To avoid double counting, the average grant date fair value of RSUs granted pursuant to certain named executive officers electing to convert their cash bonus into RSUs is excluded from the column in this table for each covered fiscal year. 		       
Compensation Actually Paid vs. Total Shareholder Return
The charts below describe the relationship between compensation actually paid to our Chief Executive Officers and to our other named executives officers (as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
7696581396004
        
Compensation Actually Paid vs. Net Income
7696581396017
        
Compensation Actually Paid vs. Company Selected Measure
7696581396027
        
Total Shareholder Return Amount $ 31.22 131.12 83.00 129.30 359.17
Peer Group Total Shareholder Return Amount 166.80 188.76 176.19 105.70 175.96
Net Income (Loss) $ 19,433,000 $ (9,633,000) $ (44,693,000) $ (44,672,000) $ (35,530,000)
Company Selected Measure Amount 151,884,000 114,468,000 83,545,000 89,255,000 78,454,000
Measure:: 1          
Pay vs Performance Disclosure          
Name •Adjusted Operating Income        
Non-GAAP Measure Description In accordance with SEC rules, we are required to include in the Pay versus Performance table the "most important" financial measure (as determined by us) used to link compensation actually paid to our Chief Executive Officer and to our other named executive officers to our performance for the most recently completed fiscal year. We determined adjusted operating income, which is a measure included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Lifetime Value of Pets (LVP)        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Internal Rate of Return (subscription business) (IRR)        
Measure:: 4          
Pay vs Performance Disclosure          
Name •Growth of Intrinsic Value per Share        
Darryl Rawlings [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 0 $ 1,703,370 $ 321,898 $ 1,656,281 $ 4,962,422
PEO Actually Paid Compensation Amount $ 0 2,978,754 (231,457) (4,037,132) 5,890,091
PEO Name Darryl Rawlings        
Margi Tooth [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 4,113,742 4,408,563      
PEO Actually Paid Compensation Amount $ 2,580,122 6,556,782      
PEO Name Margi Tooth        
PEO | Stock Awards, Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,434,500)   0 (1,356,281) (4,623,067)
PEO | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,956,625   0 719,224 5,788,691
PEO | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (590,733)   (268,695) (3,095,658) 340,352
PEO | Equity Awards Vested During The Period [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (465,012)   (284,660) (1,960,698) (578,307)
PEO | Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0   0 0 0
PEO | Darryl Rawlings [Member] | Stock Awards, Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (1,499,850)      
PEO | Darryl Rawlings [Member] | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   2,548,375      
PEO | Darryl Rawlings [Member] | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   132,091      
PEO | Darryl Rawlings [Member] | Equity Awards Vested During The Period [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   94,767      
PEO | Darryl Rawlings [Member] | Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Margi Tooth [Member] | Stock Awards, Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (3,609,111)      
PEO | Margi Tooth [Member] | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   4,894,703      
PEO | Margi Tooth [Member] | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   583,858      
PEO | Margi Tooth [Member] | Equity Awards Vested During The Period [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   278,769      
PEO | Margi Tooth [Member] | Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
Non-PEO NEO | Stock Awards, Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,373,133) (923,206) (418,688) (3,169,003) (3,635,556)
Non-PEO NEO | Equity Awards Granted During The Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,099,893 1,531,048 605,318 1,680,494 4,529,917
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (169,019) 271,373 (507,704) (2,038,922) 376,093
Non-PEO NEO | Equity Awards Vested During The Period [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (149,096) 118,391 (131,770) (1,259,619) (619,628)
Non-PEO NEO | Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0