PTACU PropTech Acquisition Corporation

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

Porch Group, Inc.

​

(Name of Registrant as Specified in its Charter)

​

​

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

​

​

​

Table of Contents

​

Table of Contents

You can find detailed information regarding voting in the section entitled “General Information” on the page immediately following the table of contents of the accompanying proxy statement.

​

​

​

​

​

​

​

​

​

​

Table of Contents

Table of Contents

Table of Contents

Table of Contents

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Porch Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by the board of directors of the Company (the “Board”) for use at our 2022 Annual Meeting of Stockholders to be held on June 8, 2022 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 9:00 a.m. Pacific Time at as a virtual meeting held entirely over the Internet.

The Company was formed upon the closing of the business combination of Porch.com, Inc. (“Legacy Porch”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, on December 23, 2020. In connection with such business combination, PTAC changed its name to “Porch Group, Inc.” and Porch Group, Inc.’s common stock commenced trading on the NASDAQ under the ticker “PRCH.”.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Form 10-K) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about April [•] 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement and vote over the Internet or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

The Annual Meeting will be held entirely over the Internet via live video webcast due to the public health impact of the COVID-19 pandemic and to support the health and wellness of our stockholders, directors, team members, and guests. The virtual Annual Meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location. To attend the Annual Meeting, examine our list of stockholders, vote and submit your questions during the Annual Meeting, go to www.virtualshareholdermeeting.com/PRCH2022. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com and by the other methods described in this proxy statement. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/PRCH2022. You will log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instruction form.

​

​

​

Table of Contents

​

​

​

Table of Contents

Table of Contents

About Us

WE SIMPLIFY THE HOME JOURNEY

​

​

​

​

​

Table of Contents

Table of Contents

Table of Contents

Board Diversity

​

Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our Board at this time.

​

​

Table of Contents

Board Nominees — Class II Directors

​

​

Continuing Class III Directors

​

​

​

​

Table of Contents

​

​

Continuing Class I Directors

​

​

​

​

Table of Contents

Vote Required

The nominees who receive the greatest number of affirmative votes will be elected as Class II directors, to hold office until the 2025 Annual Meeting of Stockholders (or until the 2024 Annual Meeting of Stockholders if Proposal 2 is approved and the Declassification Amendment is filed and becomes effective as described in this proxy statement) and until their successors have been elected and qualified, subject, however, to any such director’s earlier death, resignation, retirement, disqualification or removal. Abstentions and broker non-votes will not affect the election of directors.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the election of the nominees named in this proxy statement.

Recommendation of Our Board

​

​

​

Proposal 2: PROPoSED Amendment to OUR Certificate of Incorporation to Declassify OUR Board

General

Our Certificate of Incorporation currently provides for a classified Board divided into three classes of directors, with each class elected for three-year terms.

As part of our Board’s ongoing evaluation of our corporate governance practices and review of current corporate governance trends, the Board considered the advantages and disadvantages of Board declassification. After careful consideration, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board has determined that it is in the best interests of the Company and our stockholders to declassify our Board. Our Board has unanimously approved, and recommends that our stockholders approve at the Annual Meeting, the amendment to our Certificate of Incorporation attached to this proxy statement as Appendix A, which would

​

​

​

Table of Contents

declassify the Board and provide for the annual election of directors over a two-year period (the “Declassification Amendment”).

Proposed Declassification Amendment

The Declassification Amendment to our Certificate of Incorporation would eliminate the classification of the board of directors over a two-year period beginning at the Annual Meeting, with the Class II directors to be elected pursuant to Proposal 1 serving two-year terms and the Class III directors to be elected at the 2023 Annual Meeting of Stockholders serving one-year terms and provide for the annual election of all directors beginning at the 2024 Annual Meeting of Stockholders. The three-year terms of the Class I directors elected at the 2021 Annual Meeting of Stockholders would not be affected by the proposed amendment. In addition, under the proposed amendment, at the 2024 Annual Meeting of Stockholders and at all future Annual Meetings of Stockholders, thereafter, a director elected to fill a vacancy or chosen to fill a position resulting from an increase in the number of directors would be elected for a term expiring at the next annual meeting of stockholders. Our Certificate of Incorporation currently provides that a director elected to fill a vacancy or chosen to fill a position resulting from an increase in the number of directors shall be elected for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred. In all cases, each director would serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

​

The Declassification Amendment also would provide that beginning with the 2024 Annual Meeting of Stockholders, directors may be removed with or without cause upon the affirmative vote of stockholders holding at least a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors. Our Certificate of Incorporation currently provides that directors may be removed only for cause upon the affirmative vote of stockholders holding at least a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors.

​

This description of the Declassification Amendment is qualified by the full text of the proposed amendment to our Certificate of Incorporation attached as Appendix A to this proxy statement.

​

Effectiveness of the Declassification Amendment

If this Proposal 2 is approved, the Declassification Amendment would become effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting if our stockholders approve the amendment.

​

If our stockholders approve both this Proposal 2 and Proposal 3, the Company would file promptly following the Annual Meeting the Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth each of the proposed amendments to our Certificate of Incorporation from both this Proposal 2 and Proposal 3, which will become effective upon filing with the Secretary of State of the State of Delaware.

​

If this Proposal 2 is not approved, our board of directors will remain classified and the Class II directors elected pursuant to Proposal 1 will serve three-year terms expiring at the 2025 Annual Meeting of Stockholders.

​

Vote Required

Approval of the Declassification Amendment requires the affirmative vote of 66.7% in voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. As a result, abstentions and broker non-votes will have the same effect as a vote AGAINST this proposal.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the Declassification Amendment.

​

​

​

Table of Contents

This Proposal 2 is separate from, and is not conditioned upon, the approval of Proposal 3 (Proposed Amendment to our Certificate of Incorporation to Eliminate the Supermajority Voting Standard). Your vote on Proposal 2 does not affect your vote on Proposal 3 and vice versa.

​

​

​

Table of Contents

Effectiveness of the Elimination of the Supermajority Voting Standard Amendment

If this Proposal 3 is approved, the Elimination of the Supermajority Voting Standard Amendment would become effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting if our stockholders approve the amendment.

If our stockholders approve both this Proposal 3 and Proposal 2, the Company would file promptly following the Annual Meeting the Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth each of the proposed amendments to our Certificate of Incorporation from both this Proposal 3 and Proposal 2, which will become effective upon filing with the Secretary of State of the State of Delaware.

If this Proposal 3 is not approved, the Supermajority Voting Standard in our Certificate of Incorporation will remain unchanged and in effect.

Vote Required

Approval of the Elimination of the Supermajority Voting Standard Amendment requires the affirmative vote of 66.7% in voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. As a result, abstentions and broker non-votes will have the same effect as a vote AGAINST this proposal.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the Elimination of the Supermajority Voting Standard Amendment.

This Proposal 3 is separate from, and is not conditioned upon, the approval of Proposal 2 (Proposed Amendment to our Certificate of Incorporation to Declassify the Board). Your vote on Proposal 3 does not affect your vote on Proposal 2 and vice versa.

​

​

​

Table of Contents

with an opportunity to cast an advisory (non-binding) vote on a resolution to approve the compensation of our Named Executive Officers (defined below under “Compensation Discussion and Analysis - Overview”).

The principal objective of our compensation programs is to attract, retain and motivate key executives responsible for our success by rewarding performance, both individual and business, in a way that is aligned with the Company’s and stockholders’ short and long-term interests, providing incentives that reward achievement of performance goals that are designed to correlate with the enhancement of stockholder value and tying a portion of our executive officers’ compensation to increases in stockholder value. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our Named Executive Officers to exert their best efforts for our success. We describe our compensation policies and programs in more detail below in this proxy statement, including in the Compensation Discussion and Analysis.

As required by Section 14A of the Exchange Act, we are asking for stockholder approval of the compensation of our Named Executive Officers. The Board recommends that stockholders approve such compensation by approving the following advisory resolution:

RESOLVED, that the stockholders of Porch Group, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers identified in the Summary Compensation Table included in this proxy statement as such compensation is described pursuant to Item 402 of Regulation S-K in this proxy statement (which disclosure includes the Compensation Discussion and Analysis and the compensation tables and accompanying footnotes and narratives under the heading “Executive Compensation” in this proxy statement).

As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the vote, and will consider whether any actions are necessary to address those concerns. The Board has adopted a policy providing for an annual advisory vote to approve executive compensation. Unless the Board otherwise modifies this policy, the next advisory vote will be at the 2023 Annual Meeting of Stockholders.

​

​

​

Table of Contents

PROPOSAL 5: Approval oF, on an advisory (non-binding) basis, the Frequency of Future Advisory Votes on Executive Compensation

General

As described in Proposal 4 above, the Company’s stockholders are being asked to approve, on an advisory basis, the Company’s executive compensation program for its Named Executive Officers. Pursuant to Section 14A of the Exchange Act, this Proposal 5 asks stockholders to cast an advisory vote on how often we should include an advisory vote on executive compensation in proxy materials for future stockholder meetings where compensation disclosure is required. Under this Proposal 5, stockholders may vote to have such a vote every year, every two years or every three years.

The Board recommends a vote every year (annually). The Company’s executive officer compensation design is evolving to have a greater a long-term focus. Accordingly, the Board believes that holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback as it continues to structure its executive compensation program.

Stockholders should note that because the advisory vote on executive compensation will occur after the beginning of the compensation year, in many cases, it may not be appropriate or feasible to re-assess or change our executive compensation program in connection with a particular year’s advisory vote on executive compensation.

​

​

​

Table of Contents

PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022

General

Our Board is asking our stockholders to ratify the appointment by the Audit Committee of Ernst & Young LLP (“E&Y”), as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending December 31, 2022. Stockholder ratification of such selection is not required by our Amended and Restated Bylaws (the “Bylaws”) or any other applicable legal requirement. However, our Board is submitting the selection of E&Y to our stockholders for ratification as a matter of good corporate governance.

In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain E&Y for the fiscal year ending December 31, 2022. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.

E&Y has audited our financial statements since 2015. A representative of E&Y is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.

For 2021, audit fees above are professional services for the annual audits of our financial statements and internal control over financial reporting, reviews of interim financial statements, professional consultations with respect to accounting issues directly related to the financial statement audit, and services rendered in connection with the filing of our registration statements and security offerings. Audit-related fees include fees and expenses for due diligence in connection with acquisitions, and related accounting consultations. Tax fees generally include fees related to tax compliance, tax planning and advice and tax due diligence in connection with acquisitions. There were no other fees billed for the years ended December 31, 2021 and 2020.

Determination of Independence

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The

​

​

​

Table of Contents

Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.

Additional information concerning the Audit Committee and its activities can be found in the following sections of this proxy statement: “Board Committees” and “Report of the Audit Committee.”

Pre-Approval Policy

According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors.

The Audit Committee approved all services provided by E&Y during the years ended December 31, 2021 and 2020. The Audit Committee has considered the nature and amount of the fees billed by E&Y and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining E&Y’s independence.

Vote Required

The affirmative vote of the majority of our shares of common stock present at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of Proposal 6. An abstention on Proposal 6 will have the same effect as a vote “AGAINST” Proposal 6. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal 6.

Recommendation of Our Board and Audit Committee

​

​

​

​

​

Table of Contents

Table of Contents

CORPORATE GOVERNANCE

Classified Board

Our Board is divided into three classes of directors that serve staggered three-year terms. At each Annual Meeting of Stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Certificate of Incorporation and Bylaws authorize only our Board to fill vacancies on our Board. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company.

In this proxy statement, Proposal 2 is our proposal to change from this classification of our Board to one where all directors will be elected annually beginning at the 2024 Annual Meeting of Stockholders. The Board has unanimously approved the Declassification Amendment to our Certificate of Incorporation, subject to stockholder approval.

Director Independence

Our common stock is listed on The Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s Board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating and Corporate Governance Committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Additionally, Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. 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 or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that, with the exception of our Chief Executive Officer, Matt Ehrlichman, each member of our Board is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”

​

​

​

Table of Contents

Board Leadership Structure – Lead Independent Director

Our corporate governance guidelines provide that the roles of Chairman of the Board and chief executive officer may be separated or combined. Our Board has appointed Matt Ehrlichman to serve as Chairman of the Board. As Chairman of the Board, Mr. Ehrlichman will preside at, and chair, board meetings and meetings of our stockholders, serve as liaison for stockholders who request direct communication with the board, and perform such additional duties as our Board may otherwise request.

On May 13, 2021, our Board adopted amendments to our corporate governance guidelines to provide for a lead independent director. If the Board does not have an independent Chairman, the independent members of the Board will elect a director to serve as lead independent director (the “Lead Director”) to facilitate the Board’s fulfillment of its responsibilities and promote efficient and effective Board performance and functioning. The Lead Director will serve a term of at least one year and until his or her successor is appointed, subject to earlier termination at sole discretion of a majority of independent directors or such person’s earlier departure from the position or Board.

In addition to presiding over meetings or sessions of the Board where the Chairman is not present, including but not limited to, regularly held executive sessions of the independent directors, and advise the Chairman of actions taken and material feedback provided, the Lead Director has clearly delineated and comprehensive duties, which include:

On March 17, 2022, Regi Vengalil was recommended as Lead Director by the Nominating and Corporate Governance Committee and was elected by a majority of independent directors to serve as Lead Director. Prior to Mr. Vengalil, Javier Saade served as the Company’s first Lead Director since May 2021.

Role of the Board in Risk Oversight

The Board has involvement in the oversight of risk management related to us and our business and accomplishes this oversight through (among other things) the regular reporting to the Board by the Audit Committee and from time to time by key advisors. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its periodic meetings with management, including the finance, accounting, legal, human resources, and information technology (including cybersecurity) functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives

​

​

​

Table of Contents

periodic detailed operating performance reviews from management. Finally, the Audit Committee also meets in periodic executive session with E&Y and external legal and other advisors.

The Board oversees the Company's risk management primarily through the following:

​

Evaluations of the Board

The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Lead Director, working in partnership with our Nominating and Corporate Governance Committee. The Board discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof or of the directors.

​

​

​

Table of Contents

Meetings of the Board

During the year ended December 31, 2021, our Board held nine meetings. During 2021, each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the Board and each committee of which he or she was a member. The Company Corporate Governance Guidelines states that all Directors are expected to make every effort to attend all meetings of the Board and all meetings of the committees on which they serve. Each director is also encouraged and generally expected to attend the Company’s annual meeting of stockholders.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee, a Mergers and Acquisitions Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Copies of the charters for each committee are available on the investor relations page of our website at https://ir.porchgroup.com/. The information in or accessible through our website is not incorporated into, and is not considered part of, this proxy statement. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Our current Board standing committees and membership is as follows:

​

​

Our Board determined that the members of our Audit Committee are independent within the meaning of Rule 10A-3 under the Exchange Act. Our Board also determined that Messrs. Pickerill and Tulloch are “Audit Committee financial experts” as defined by the applicable SEC rules.

Our Audit Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. The purpose of the Audit Committee, as set forth in its charter, is to prepare the Audit Committee report required by the SEC to be included in our proxy statement and to assist our Board in overseeing and monitoring:

The Audit Committee is also responsible for the review the Company’s information technology and cybersecurity controls with members of the senior management team, as well as for evaluating the adequacy

​

​

​

Table of Contents

of such programs, compliance and controls with members of the senior management team. In particular, the Audit Committee meets with the senior management team at least bi-annually for appropriate review, evaluation and discussion of such Company’s programs, and receives, on a quarterly basis, read-outs of key developments from senior management.

​

​

Our Board has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our Compensation Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. The purpose of the Compensation Committee, as set forth in its charter, is to assist our Board in discharging its responsibilities relating to:

​

The purpose of the Mergers and Acquisitions Committee, as set forth in its written charter, is to assist our Board in discharging its responsibilities relating to

​

Our Board has determined that each member of our Nominating and Corporate Governance Committee is independent under the applicable Nasdaq listing standards.

​

​

​

Table of Contents

Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. The purpose of our Nominating and Corporate Governance Committee, as set forth in its charter, is to assist our Board in discharging its responsibilities relating to:

In the process of identifying, screening and recommending director candidates to the full Board, our Nominating and Corporate Governance Committee takes into consideration the needs of the Board and the qualifications of the candidates, such as their general understanding of various business disciplines and the Company’s business environment, their educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and their willingness to devote adequate time to Board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. When searching for new directors, the Nominating and Corporate Governance Committee will actively seek out women and individuals from minority groups to include in the pool from which nominees for the Board are chosen. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines, which provide the framework for our corporate governance along with our Certificate of Incorporation, Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, existence and scope of Lead Director role, board membership criteria, conflicts of interest, and board committee composition.

Plurality Plus Voting for Directors; Director Resignation Policy

Pursuant to our Certificate of Incorporation and our Amended and Restated Bylaws, directors are elected by a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote

​

​

​

Table of Contents

thereon at an Annual Meeting of Stockholders. In April 2022, our Board adopted an amendment to our corporate governance guidelines to include a “plurality plus” voting standard for the election of directors, which provides that, in an uncontested election of directors, any director nominee who receives more “WITHHOLD” votes than “FOR” votes at a stockholder meeting at which he or she is elected shall tender his or her resignation to the Board promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee shall consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board shall act on the recommendation and publicly disclose its decision (by press release, SEC filing or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders his or her resignation shall not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board with respect to his or her resignation.

In addition, pursuant to our Corporate Governance guidelines, each director is expected to promptly disclose to the Board any existing or proposed relationships or transactions that involve or could give rise to a conflict of interest. If a significant conflict of interest involving a director cannot be resolved (e.g., by recusing herself or himself from deliberation of a particular matter), the director should promptly tender a resignation to the Board. The Nominating and Corporate Governance Committee shall then review the appropriateness of that director’s continued service on the Board in light of the conflict and make a recommendation to the Board as to whether the resignation should be accepted.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors, employees, officers, consultants and independent contractors. The code of business conduct and ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the code of business conduct and ethics has been filed with the SEC and will be provided without charge upon written request to our General Counsel and Secretary, in writing at 411 First Avenue South, Suite 501, Seattle, WA 98104. A copy of the code of business conduct and ethics can also be found at https://ir.porchgroup.com/corporate-governance/governance-documents. The Company intends to disclose any amendments to or waivers of certain provisions of its code of business conduct and ethics on our website.

Stock Ownership by Directors

Our Board believes that an ownership stake in the Company strengthens the alignment of interests between directors and stockholders. Accordingly, each non-employee director is required to own common stock (or equivalents) having a value of at least three times the annual cash retainer fee, within five years of becoming a director. In the event that the annual retainer fee is increased, non-employee directors will have three years to meet the new ownership guidelines. Our Board will evaluate whether exceptions should be made for any director on whom these guidelines would impose a financial hardship.

Prohibition on Hedging and Pledging of Company Securities

The Company has a policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. However, non-employee directors may pledge Company securities as collateral for a loan or other financing arrangement only with prior written approval of the General Counsel, after conferring with the Nominating and Corporate Governance Committee. If the pledging transaction is approved, any pledged Company stock shall not be counted towards the non-employee director’s stock ownership and retention requirements.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director c/o General Counsel and Secretary, Porch Group, Inc. 411 First Avenue South, Suite 501, Seattle, WA 98104. The communication must include the stockholder’s full legal

​

​

​

Table of Contents

name (and, with respect to entity stockholders, the full legal names of such entity’s owners), address, email, phone number, and an indication that the person is our stockholder. The General Counsel and Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our Board, based on the subject.

​

​

​

Table of Contents

Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of Matt Ehrlichman is provided above in “Proposal 1 — Continuing Class III Directors.”

​

​

​

​

​

Table of Contents

Table of Contents

The Company also adopted policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its Audit Committee charter, the Audit Committee will have the responsibility to review related person transactions.

​

​

​

​

​

Table of Contents

Table of Contents

​

​

​

Table of Contents

​

​

​

​

Table of Contents

The Compensation Committee uses benchmarking for the NEOs as a reference point to align with the competitive market. In 2021, the Compensation Committee targeted the market median for base salary and target total cash compensation, and the 75th percentile of market for annual long-term equity awards (excluding the Together We Win Program described below, and above 75th percentile in limited circumstances). However, the Compensation Committee retains and utilizes significant discretion and flexibility to vary from benchmarking targets based on Company and individual performance, the person’s scope of role, skills, experience and criticality to the business, internal pay equity and similar factors.

The Compensation Committee is committed to designing our incentive programs to align with our long-term strategy and further enhance pay-for-performance.

2021 Performance Highlights

Porch is a vertical software platform for the home, providing software and services to over 24,000 home services companies, such as home inspectors, mortgage companies and loan officers, title companies, moving companies, real estate agencies, utility companies, roofers, and others. Porch helps these service providers grow their business and improve their customer experience. Porch also makes the moving process easier for homebuyers by helping them save time and make better decisions about critical services, including insurance, warranty, moving, security, TV/Internet, home repair and improvement. For certain services such as insurance and warranty , Porch can provide its own product to consumers. Porch has two reportable segments: the Vertical Software segment and the Insurance segment.

In 2021, our first full year as a public company, we continued to grow our position in our key verticals such as home inspection, expanded into new software verticals such as mortgage and title, enhanced our insurance and warranty offerings via the acquisitions of Homeowners of America and American Home Protect, increased our insurance footprint into many new states, and raised capital to fund future growth.

​

​

​

​

Table of Contents

​

​

* See Appendix C of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the reconciliation of Adjusted EBITDA (loss) to net income, which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”), and Adjusted EBITDA (loss) as a percentage of Revenue. See Appendix D of this Proxy Statement, entitled “Use of Non-GAAP Key Performance Measures,” for the reconciliation of Average Revenue per Monetized Service.

Public Company Transition and An Evolving NEO Compensation Program

The Compensation Committee reviews and approves, or from time to time may recommend to the independent directors of the Board to approve, the compensation for the NEOs and the design and implementation of the NEO compensation program. The Compensation Committee also is responsible for overseeing and evaluating related

​

​

​

Table of Contents

policies. Our business combination in December 2020 had a significant impact on our NEO compensation program in 2021, and we continue to evolve our compensation practices as described in detail below.

​

​

​

​

Table of Contents

The timing of compensation determinations by the Compensation Committee for the 2021 NEO compensation program—in particular, the PRSUs and RSUs granted to Mr. Ehrlichman in February 2022, which were considered part of 2021 compensation by the Compensation Committee—were impacted by the change of its independent compensation consultant in April 2021 and the change in Compensation Committee membership (including the Chair role) in August 2021 due to director resignations. The departing directors were part of the PTAC special purpose acquisition company, represented two of the three Compensation Committee members (including the Chair), and each determined to conclude his or her Board service after helping guide Porch through a successful public company transition. Two new directors were appointed to the Compensation Committee in September 2021, and a new Chair was concurrently appointed.

Further, beginning in our proxy statement for our 2023 Annual Meeting of Stockholders, we will annually disclose our CEO pay ratio.

​

​

​

​

Table of Contents

2021 Compensation Determinations

We compensate the NEOs through a combination of base salary, annual cash bonuses, long-term incentives and other benefits as described below.

BASE SALARY

Base salaries are reviewed on at least an annual basis. For Mr. Ehrlichman and Mr. Neagle, base salary increases in 2021 were at the discretion of the Compensation Committee primarily based on benchmarking against our peer group, individual performance and retention factors. As discussed below, due to the change in compensation consultants, as well as our evolving compensation philosophy, Mr. Neagle’s base salary was reevaluated multiple times during 2021, which resulted in increases to Mr. Neagle’s salary. Accordingly, in March 2021, Mr. Neagle's base salary increased from $310,000 to $360,000 per year, and in October 2021 increased to $400,000 per year. In October 2021, Mr. Ehrlichman's base salary increased from $420,000 to $600,000 per year. Mr. Heimbigner’s base salary was determined pursuant to his offer letter and remained unchanged following an increase in December 2020 in connection with the closing of our business combination.

​

​

​

Table of Contents

The following table sets forth the base salaries in effect for the NEOs at December 31, 2020 and 2021.

​

SHORT-TERM INCENTIVE AWARDS

Each of the NEOs received discretionary bonuses with respect to 2021 performance. For Messrs. Ehrlichman and Neagle, bonus targets were set as a percentage of base salary (using the actual eligible paid salary in the applicable year). The establishment of the bonus targets for the 2021 performance year for Mr. Ehrlichman and Mr. Neagle, and the subsequent increase for Mr. Neagle, were at the discretion of the Compensation Committee and primarily based on benchmarking against our peer group, individual performance and retention factors, and specifically, with respect to Mr. Neagle, this depth of experience and leadership was viewed as being critical to the continued growth of the company.

The following table sets forth the bonus targets in effect for Messrs. Ehrlichman and Neagle in 2020 and 2021.

​

As noted above, in 2021, the NEO bonuses were considered discretionary. Although no formal bonus plan was established by the Compensation Committee, the Compensation Committee was guided by and relied on the same two Company performance measures utilized for the corporate bonus plan for key corporate employees that do not work directly for a business unit – the achievement of a combination of Revenue and Adjusted EBITDA (loss) against the Company’s 2021 budget approved by the Board in January 2021. These performance metrics, which are shared publicly, are also reviewed by the Audit Committee. The performance goals established under the corporate bonus plan, further described below, were intended to be reasonably challenging and designed to appropriately incentivize and reward strong performance.

Our Compensation Committee determined that it was appropriate to use the performance metrics described above because they are viewed as key performance metrics aligned with profit and loss, and earnings performance and are viewed as supporting overall stockholder value creation. Porch management uses these non-GAAP financial measures as supplemental measures of Porch’s financial performance, for internal budgeting and forecasting purposes, to evaluate financial and strategic planning matters, and to establish certain performance goals for incentive programs. Porch believes that the use of these non-GAAP financial measures provides investors with useful information to evaluate Porch’s operating and financial performance and trends and in comparing Porch’s financial results with competitors, other similar companies and companies across different industries, many of which present similar non-GAAP financial measures to investors. However, Porch's definitions and methodology in calculating these non-GAAP measures may not be comparable to those used by other companies. The corporate bonus plan utilizes the same definition of Revenue and Adjusted EBITDA (loss) as are used for purposes of the Company’s external reporting to stockholders with adjustments (if any) approved on an exception basis by the Compensation Committee as detailed below.

​

​

​

Table of Contents

See Appendix C of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the reconciliation of Adjusted EBITDA (loss) to net income, which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”), and Adjusted EBITDA (loss) as a percentage of Revenue.

Given our significant acquisition strategy, the corporate bonus plan addressed acquisition impacts on the performance goals when established by management. The plan provided that certain named acquisitions be counted fully towards achievement of such goals, and that corresponding adjustments to the performance goals would be made for a specified acquisition if it did not close around the time such closing was forecasted. The plan also established that any new acquisitions for consideration of at least $10 million would be added on a pro forma basis to the performance goals based on a mid-case plan, and be included in the actual performance. When the Committee evaluated the NEO discretionary bonuses for Messrs. Ehrlichman and Neagle after year-end 2021, it utilized the corporate bonus plan metrics reflecting such acquisition treatment.

In 2021, the Compensation Committee approved the following additional adjustments to such performance metrics as part of evaluating the discretionary bonuses for Messrs. Ehrlichman and Neagle:

The final value of the 2021 discretionary bonuses for Messrs. Ehrlichman and Neagle were determined by multiplying their applicable bonus targets by an earned multiplier based on satisfaction of the applicable performance metrics. The earned multiplier is 50% for the CEO and 30% for the COO for threshold performance for the combined metrics (each of which is weighted at 50%), 100% for target performance for the combined metrics and 200% for the CEO (or 175% for the COO) for maximum performance for the combined metrics. The actual performance for Revenue and Adjusted EBITDA (loss) was $192.4 million and -12.5%, respectively. The corporate bonus plan established by management further includes a detailed achievement table for various combinations of the two metrics, which the Compensation Committee also took into consideration when determining the NEO discretionary bonuses in 2021.

In addition, pursuant to the terms of his 2020 offer letter with the Company, Mr. Heimbigner was eligible to receive, for 2021, a discretionary bonus of $105,000 in cash or a restricted stock grant with a value of $200,000 with one-year vesting. Based on the foregoing performance, the Compensation Committee approved such discretionary bonus and Mr. Heimbigner received a cash payment.

​

​

Table of Contents

Accordingly, the following Short Term Incentive (discretionary) bonuses were earned in 2021.

Subject to agreement otherwise, an employee must be employed on the date the Compensation Committee approves the bonus payment in order to be eligible to receive such bonus. The Compensation Committee elected to have the Company pay the NEO discretionary bonuses, as well as the corporate plan bonuses, in cash (60%) and immediately vested RSUs (40%). Accordingly, Mr. Ehrlichman received $493,704 in cash, and 46,743 RSUs, and Mr. Neagle received $260,326 in cash, and 24,647 RSUs. The 2021 bonuses, along with Mr. Heimbigner’s discretionary bonus described above, were paid on April 8, 2022.

ADDITIONAL CFO BONUS PROGRAMS

In addition to the discretionary bonus referenced above, Mr. Heimbigner’s offer letter, as amended, provided for certain additional bonus opportunities in 2021 as set forth below.

EQUITY AWARDS

The long-term incentive program for the NEOs in 2021 reflected our transition to a new public company, with multiple equity grant programs with different purposes, objectives and terms. Each of the equity awards was granted pursuant to the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Stock Plan”).

​

​

​

Table of Contents

Each PRSU represents the right to receive, upon vesting and satisfaction of the performance conditions, one share of common stock of the Company. The PRSUs vest in one-third installments based on the achievement of specified stock price hurdles. Each such PRSU award vests ratably on a quarterly basis on the first day of each quarter, beginning January 1, 2022, over a 30-month vesting period, provided the applicable NEO continues to serve as an employee of the Company through the applicable vesting date (subject to specified exceptions).

The Compensation Committee determined to use PRSUs with specified stock price hurdles because such award vehicle is transparent and directly aligned with stockholder value. Further, the Compensation Committee believed it would be challenging to establish effective long-term, objective financial and operational performance goals due to the Company’s recent business combination and its significant growth strategy (including through numerous acquisitions and related integration activities).

Each RSU represents the right to receive, upon vesting, one share of common stock of the Company. Each RSU award vests ratably on a quarterly basis on the first day of each quarter, beginning January 1, 2022, over the applicable vesting period (30 months with respect to the 2021 Annual RSU award, and 36 months with respect to the Together We Win Program award), provided the applicable NEO continues to serve as an employee of the Company through the applicable vesting date (subject to specified exceptions).

Together We Win Program. In September 2021, the Board approved an equity award pool with a grant value of $25.1 million (targeting the 75^th percentile of compensation survey data provided by Willis Towers Watson) for a special equity award program for all Company employees on the payroll as of August 1, 2021, referred to as the “Together We Win Program.” The $25.1 million equity award pool did not include the Company’s executive officers, as the Compensation Committee intended to align such program with its annual equity awards to the NEOs. The Together We Win Program was designed to bridge the Company’s transition from a private company compensation model to a public company compensation model and address retention and incentive objectives critical to the Company, and will not be a continuing part of the Company’s annual compensation program. The Together We Win Program equity awards consisted of RSUs that vest ratably on a quarterly basis over a 36-month vesting period. Mr. Heimbigner did not participate in the Together We Win Program, as he received a new hire equity award, along with other bonus opportunities pursuant to his offer letter.

Recoupment Provisions. The annual equity awards and the Together We Win Program equity awards granted to the NEOs in 2021 provide for a forfeiture of such awards (and a clawback of specified proceeds to the extent such awards have vested) for any material breach of specified restrictive covenants related to company policies and additional restrictive covenants, including non-competition, non-solicitation, non-disparagement, assignment of proprietary rights and confidentiality. The award agreements contemplate the amendment of such provisions when the Company adopts a formal clawback policy applicable to the NEOs.

2021 Equity Awards – CEO. The equity awards to Mr. Ehrlichman in February 2022 were considered by the Compensation Committee as part of his 2021 compensation. In approving the equity incentive awards to Mr.

​

​

​

Table of Contents

Ehrlichman for 2021 (including the annual equity grant value greater than the 75^th percentile), the Compensation Committee recognized Mr. Ehrlichman’s significant leadership since the founding of Legacy Porch in 2011 and throughout our journey as a new public company, as well as his ongoing contributions to our long-term strategy and criticality to our current and future business.

The resulting annual grants were 883,740 PRSUs and 144,844 RSUs, and the resulting Together We Win Program grant was 695,249 RSUs.

2021 Equity Awards – COO. In approving the equity incentive awards to Mr. Neagle in 2021 (including the annual equity grant value greater than the 75^th percentile), the Compensation Committee recognized Mr. Neagle’s significant leadership since joining as an executive of Legacy Porch in 2014 and throughout our journey as a new public company, as well as his ongoing contributions to our long-term strategy and criticality to our current and future business.

The resulting annual grants were 37,184 PRSUs and 61,542 RSUs, and the resulting Together We Win Program grant was 112,826 RSUs.

​

​

​

Table of Contents

Awards Granted in 2021 In Connection With 2020 Compensation Programs – COO. Mr. Neagle also received additional equity awards in 2021 related to 2020 compensation programs, including an aggregate of 51,018 shares of vested common stock relating to the Legacy Porch transaction and cancellation of the Neagle Retention Agreement, as further described below, as well as options to purchase 12,643 shares of our common stock relating to a December 2020 milestone award program, scheduled to vest 25% upon grant, 25% on the first anniversary of the grant date and 50% in 36 equal monthly installments thereafter.

Awards Granted in 2021 In Connection With Lowe’s Shares—COO. In July 2019, Mr. Neagle purchased 316,586 shares of Series A-1 preferred stock and 83,414 shares of Series A preferred stock (the "Lowe's Shares," as further described herein) from Mr. Ehrlichman for a purchase price of $0.25 per share, which was lower than the Company’s most recent valuation of fair market value, calculated in accordance with Section 409A of the Code. The shares purchased from Mr. Ehrlichman were subject to repurchase rights in favor of the Company, with the repurchase right lapsing upon continued service and the occurrence of a liquidity event in the form of an initial public offering or sale of the Company. The service-based repurchase right lapses with respect to 50% of the shares subject to the award on the second anniversary of the grant date and in 25% increments on the third and fourth anniversaries of the grant date. Because the purchase price was below fair market value and Mr. Ehrlichman was deemed an “economic interest holder” under FASB ASC Topic 718 with respect to the Company, the award was deemed granted by the Company under FASB ASC Topic 718, although there was no grant date fair value associated with the award because the performance-based vesting condition was not deemed probable at the time Mr. Neagle purchased such shares. The liquidity event condition was satisfied upon the consummation of the business combination. In early 2021, the Board waived the Company’s repurchase right with respect to these shares. The waiver of this right was treated as a material modification to these shares. As such, Mr. Neagle was also granted 24,404 RSUs that immediately vested to cover the tax consequence that resulted of the modification. The Lowe's shares are those shares of the Company Mr. Ehrlichman purchased from Lowe’s Companies, Inc.

Awards Granted in 2021 In Connection With 2020 Compensation Programs – CFO. On March 11, 2021, Mr. Heimbigner received 13,307 shares of restricted stock having a grant value of $200,000, related to 2020 compensation programs, which vested on the first anniversary of the business combination.

OTHER COMPENSATION PRACTICES AND POLICIES

Perquisites. The Company does not currently provide any material perquisites to the named executive officers.

401(k) Plan. The Company maintains, and the named executive officers may participate in, a tax qualified 401(k) retirement savings plan. Each participant may contribute to the plan through payroll deductions, up to 90% of his or her salary and bonus limited to the maximum allowed by the Internal Revenue Service regulations (for 2021, the limit was $19,500, with a maximum catch-up contribution of $6,500 for individuals turning 50 years of age or older during 2021). The Company does not provide matching contributions to any plan participants.

Employment Arrangements. The Company entered into an offer letter with Mr. Heimbigner in connection with his appointment as CFO in June 2020. In February 2022, the Compensation Committee approved Company employment agreements with Mr. Ehrlichman and Mr. Neagle, as well as an amendment to Mr. Heimbigner’s offer letter. The Compensation Committee believes these arrangement improve our ability to attract and retain qualified executives by establishing key terms of employment and providing severance benefits for long-term security. Certain of the provisions included in the employment agreements, including provisions regarding severance, were benchmarked against other companies in our peer group in order to provide reasonable, market-based provisions.

The employment agreements and offer letter do not provide for guaranteed salary increases, earned bonuses or equity awards (except new hire awards in Mr. Heimbigner’s offer letter). Further, the employment agreements provide for double-trigger equity acceleration upon a change in control for qualifying terminations, except in limited circumstances if any equity awards are not assumed in the transaction. The Compensation Committee believes that double-trigger equity acceleration benefits are appropriate to mitigate the uncertainty that executive officers can experience while the possibility of a change in control exists and incentivize them to remain with the Company through the change in control event. Mr. Heimbigner’s offer letter had a limited single-trigger acceleration related to the Legacy Porch transaction given his hiring within a short-time period of the planned transaction; the offer letter does not have any further single-trigger provisions. The severance benefits in such agreements are subject to compliance with restrictive covenants, including non-competition, non-solicitation, assignment of proprietary rights and confidentiality.

​

​

​

Table of Contents

On April 1, 2022, the Company announced that it had mutually agreed with Mr. Heimbigner to begin a search for Mr. Heimbigner’s successor. In order to assist with an orderly transition of his responsibilities, Mr. Heimbigner is expected to remain as Chief Financial Officer for up to six months following the announcement. The Company will treat such separation for purposes of the applicable provisions of the Agreement as a “without cause” separation event, as described further below in "—Potential Payments Upon Termination or Change in Control." During such transition period, Mr. Heimbigner may be removed from his role at the Company only for “cause”.

See "Named Executive Officer Compensation Tables – Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table" and "—Potential Payments Upon Termination or Change in Control" for a description of the material terms of the employment agreements, including specified payments in connection with certain termination events and upon a change in control.

​

​

​

Table of Contents

Use of Peer group and Other Market Data

Based on the advice of WTW and the Compensation Committee members’ experience with compensation practices in other businesses, the Compensation Committee determined in May 2021 that the following companies were comparable for purposes of evaluating the 2021 compensation program and the target annual compensation for named executive officers. The peer group consists of companies that are:

​

​

​

Table of Contents