Hippo Holdings Inc. appointed Assaf Wand as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

Executive Officers and Directors 

Upon the consummation of the transactions contemplated by the Merger Agreement and documents related thereto, and in accordance with the terms of the Merger Agreement, each executive officer of RTPZ ceased serving in such capacities, and Reid Hoffman, Mark Pincus, Michael Thompson, Lee Linden, Linda Rottenberg, Julie Hanna and Byron Auguste ceased serving on RTPZ's board of directors. 

Prior to the Domestication, Assaf Wand, Richard McCathron, Amy Errett, Eric Feder, Lori Dickerson Fouché, Hugh R. Frater, Noah Knauf, Sam Landman and Sandra Wijnberg were appointed as directors of RTPZ (and consequently as directors of Hippo Holdings after the Domestication) by the holders of Class B ordinary shares of RTPZ, to serve until the end of their respective terms and until their successors are elected and qualified. Sandra Wijnberg, Hugh Frater and Noah Knauf were appointed to serve on Hippo Holdings' audit, risk and compliance committee with Sandra Wijnberg serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Noah Knauf and Sam Landman were appointed to serve on Hippo Holdings' compensation committee with Noah Knauf serving as the chair. Lori Dickerson Fouché, Amy Errett and Sam Landman were appointed to serve on the nominating and corporate governance committee. 

Assaf Wand was appointed as Hippo Holdings' Chief Executive Officer, Richard McCathron was appointed as Hippo Holdings' President, Stewart Ellis was appointed as Hippo Holdings' Chief Financial Officer, Ran Harpaz was appointed as Hippo Holdings' Chief Technology Officer, Simon Fleming-Wood was appointed as Hippo Holdings' Chief Marketing Officer and Aviad Pinkovezky was appointed as Hippo Holdings' Chief Product Officer. 

Compensatory Arrangements for Directors 

Hippo has not historically maintained a formal non-employee director compensation program but has made stock and option grants to non-employee directors when determined appropriate. In fiscal year 2020, no director received cash for their services on the Hippo board. However, in September 2020, Hippo granted Ms. Wijnberg an option to purchase 35,000 shares of Hippo common stock. Ms. Wijnberg's option vests as to 1/12th of the shares on each quarterly anniversary of September 28, 2020, subject to her continued service through the applicable vesting date. 

Messrs. Wand and McCathron did not receive additional compensation for their service as directors. In connection with the Closing, Hippo Holdings adopted a Non-Employee Director Compensation Program. 


2020 Director Compensation Table 

The following table sets forth all of the compensation awarded to, earned by or paid to Hippo's non-employee directors during 2020. 


Name
 Fees Earnedor Paid inCash($) OptionAwards($)(1) All OtherCompensation($) Total($) 


Sandra Wijnberg
 — 73,121 — 73,121 


All Other Non-Employee Directors(2)
 — — — — 


(1) 
Amounts reported represent the aggregate fair value of options granted to Ms. Wijnberg computed in accordance with FASB ASC Topic 718 in fiscal year 2020. Assumptions used in the calculation of these amounts are included in Note 17 to our audited consolidated financial statements included in this proxy statement/prospectus. As of December 31, 2020, Ms. Wijnberg held an aggregate of options to purchase 35,000 shares of Hippo common stock. No options or other equity awards were held by Hippo's other non-employee directors as of December 31, 2020. 


(2) 
All Other Non-Employee Directors include Eric Feder, Sam Landman, Hugh Frater, Lori Dickerson Fouché, Amy Errett and Noah Knauf. 


We approved and implemented a compensation program for our non-employee directors, or the Non-Employee Director Compensation Program, effective in connection with the consummation of the Business Combination, a copy of which is included as Exhibit 10.17 to this Report and is incorporated herein by reference.