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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

(Amendment No. )

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Check the appropriate box:

Porch Group, Inc.

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(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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NOTICE OF 2023

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 8, 2023

Notice is hereby given that the 2023 annual meeting of stockholders (the “Annual Meeting”) of Porch Group, Inc., a Delaware corporation (the “Company”), will be held on June 8, 2023, at 9:00 a.m. Pacific Time as a virtual meeting held entirely over the Internet, to consider the following matters, as more fully described in the enclosed proxy statement:

Stockholders of record at the close of business on April 11, 2023 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

To attend the Annual Meeting, vote and submit your questions during the Annual Meeting, go to www.virtualshareholdermeeting.com/PRCH2023. A list of stockholders of record will also be available during the annual meeting on the meeting website.Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com and by the other methods described in the enclosed proxy statement.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/PRCH2023. You will log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instruction form.

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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.

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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 2023 Annual Meeting of Stockholders to be held on June 8, 2023 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 9:00 a.m. Pacific Time as a virtual meeting held entirely over the Internet.

The Company was formed upon the closing of the business combination (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, 2022 (“Form 10-K”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about April 28, 2023, 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 to allow for greater participation by all of our stockholders, regardless of their geographic location. To attend the Annual Meeting, vote and submit your questions during the Annual Meeting, go to www.virtualshareholdermeeting.com/PRCH2023. 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/PRCH2023. You will log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instruction card.

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GLOSSARY OF TERMS

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Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. Please read carefully the entire proxy statement and Form 10-K before voting.

About the Annual Meeting

If you plan to attend the virtual meeting, please be sure to have available your 16-digit control number found on your proxy card or voter instruction form. For beneficial holders who do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting. If you lost your 16-digit control number or are not a stockholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/PRCH2023 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares, submit questions or access the list of stockholders as of the record date during the meeting.

Proposals and Voting Recommendations

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Ways to Vote

If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the Annual Meeting by signing, dating and mailing your voting instruction card. Internet or telephonic voting may also be available. Please see your voting instruction card provided by your broker, bank or other nominee for further details. If you are a holder of record of shares of common stock of the Company, you may direct your vote without attending the Annual Meeting in one of the following ways:

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About Porch Group, Inc.

Porch Group, Inc. is a vertical software platform for the home, providing software and services to approximately 30,900 home services companies, such as home inspectors, mortgage companies and loan officers, title companies, moving companies, real estate agencies, utility companies, and warranty companies. Through these relationships and its multiple brands, The Company provides a moving concierge service to homebuyers, helping them save time and make better decisions on critical services, including insurance, warranty, moving, security, TV/internet, home repair and improvement, and more. We have two reportable segments: the Vertical Software segment and the Insurance segment.

Summary of Company Financial and Operating Performance

In 2022, we moved forward in our strategy and toward our near-term Adjusted EBITDA profitability target. We did this while dealing with impacts of inflation, challenging capital markets, unusual weather volatility, and a housing market that slowed substantially.

We extended our market position and software products in key verticals, grew our insurance business with improved underwriting and an increase in policies, successfully integrated past acquisitions, matured our financial systems, and diversified the Board by adding strong new members. The Porch team achieved this while dealing with the impacts of inflation, challenging capital markets, unusual weather volatility, and a housing market which slowed substantially.

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WE SIMPLIFY THE HOME JOURNEY

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Our Compensation and Governance Highlights

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Our NEO Compensation Program, Practices and Policies

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Our Corporate Governance Practices and Policies

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PROPOSAL 1: ELECTION OF THE CLASS III DIRECTORS NAMED IN THIS PROXY STATEMENT

General

At the Annual Meeting, we are asking our stockholders to elect two individuals nominated for re-election to our Board as Class III directors. The Board currently consists of eight directors (seven independent), which are divided into three classes. The Board will be fully declassified at the 2024 annual meeting of stockholders.

At the Annual Meeting, our stockholders will elect two Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2024. Each of our other current directors, comprising Class I and Class II directors, also have terms that will expire at the annual meeting of stockholders to be held in 2024. Each director will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier resignation, removal or other termination of service.

The Board nominated Matthew Ehrlichman and Maurice Tulloch for election to the Board as Class III directors at the Annual Meeting. Each of Messrs. Ehrlichman and Tulloch currently serves on the Board and has consented to being named in this proxy statement and agreed to serve, if elected.

Information regarding Messrs. Ehrlichman and Tulloch, including the qualifications, attributes and skills that led our Board to nominate each as a director, can be found below under “Board Nominees — Class III Directors.”

There are no family relationships between or among any of our executive officers, director nominees, or continuing directors.

Vote Required

The director nominees who receive the greatest number of affirmative votes will be elected as Class III directors. 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 director nominees named in this proxy statement.

Recommendation of The Board

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Our Board Nominees and Continuing Directors

Board Nominees — Class III Directors

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Continuing Class I Directors

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Rachel Lam has served as a director since August 2021 and is the Co-Founder and Managing Partner of Imagination Capital, an early-stage venture capital firm founded in 2017. From 2003 to 2017, Ms. Lam served as Senior Vice President and Group Managing Director of the Time Warner Investments Group, the strategic investing arm of Time Warner Inc. She managed Time Warner's investments in numerous digital media companies and served on the board of privately held Maker Studios and Bluefin Labs prior to their sales to the Walt Disney Company and Twitter, respectively. Ms. Lam has previously served on 20 boards of directors over the years and currently serves on the board of Magnite (Nasdaq: MGNI), the leading, independent omni-channel sell-side software platform, empowering programmatic ad sales at a truly global scale, and Innovid Corp. (NYSE: CTV), an independent CTV advertising and measurement platform for the world’s largest brands. She also spent several years in investment banking within the M&A group at Morgan Stanley and the Media and Telecommunications group at Credit Suisse. Ms. Lam received a B.S. in industrial engineering and operations research from U.C. Berkeley in 1989 and an M.B.A. from Harvard Business School in 1994. Ms. Lam is well qualified to serve as a director due to her extensive experience serving on both private and public company boards, along with her financial, M&A and strategy experience.

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Continuing Class II Directors

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Board Diversity

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Board Diversity Matrix (as of April 28, 2023)

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CORPORATE GOVERNANCE, structure and responsibility

Declassified Board (fully declassified effective at 2024 annual meeting of stockholders)

On June 8, 2022, upon the recommendation of the Board, stockholders overwhelmingly voted in favor to declassify the Board. Accordingly, the current Class III directors, if elected, will each serve a one-year term ending with the 2024 annual meeting of stockholders. The current Class I directors, who were elected at the 2021 annual meeting of stockholders, are each serving a three-year term, the current Class II directors, who were elected at the 2022 annual meeting of stockholders, are each serving a two-year term.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier resignation, removal or other termination of service. Our Certificate of Incorporation and Bylaws authorize only the Board to fill vacancies on the Board.

Director Independence

Our common stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. 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.

In addition, compensation committee members must not have a relationship with our Company 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.

The Board has undertaken a review of the independence of each current director, as well as former Board members from 2022 (Javier Saade, Asha Sharma and Chris Terrill), and considered whether each director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, the Board determined that, with the exception of our Chief Executive Officer, Matthew Ehrlichman, each member of the Board is or was an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In addition, the Board has determined that each of the members of the Audit Committee and Compensation Committee qualify or qualified as independent in accordance with the additional independence rules established by the SEC and Nasdaq.

In making these determinations, the 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 our Company and 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.”

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Board Leadership Structure – Lead Independent Director

Our corporate governance guidelines provide that the roles of Chairman of the Board and CEO may be separated or combined. The Board has appointed Matthew 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 the Board may otherwise request.

Since May 2021, the corporate governance guidelines provide for a Lead Director. If the Board does not have an independent Chairman, the independent members of the Board will elect a director to serve as 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 the sole discretion of a majority of the independent directors or such person’s earlier departure from the position or the Board.

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

On March 31, 2023, Alan Pickerill was recommended as Lead Director by the Nominating and Corporate Governance Committee and was elected by a majority of the independent directors to serve as Lead Director. Prior to Mr. Pickerill, Regi Vengalil served as the Company’s Lead Director from March 2022. 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 and its Committees have extensive involvement in overseeing the Company’s risk management through their activities, some of which are noted below. We believe that the leadership structure of our Board and Committees provides appropriate 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 other committees, from time to time by key external advisors with appropriate expertise. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial policies and practices in an oversight capacity, including the integrity of our financial statements, the effectiveness 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 and data-security) functions, the Audit Committee reviews and discusses many significant areas of our business and

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our functions and summarizes for the Board key areas of risk, appropriate mitigating factors and whether resourcing is sufficient in its view to meet appropriate maturity levels for a company of our size and stage. In addition, the Board receives periodic detailed operating performance reviews from management. Finally, the Audit Committee meets at least quarterly in executive sessions with EY.

In August 2022, the Board mutually agreed with Covéa Coopérations S.A. to terminate the acquisition of CSE Insurance and simultaneously withdrew its application for approval to acquire CSE from the California Department of Insurance. Following the termination, the Board and management determined that the change in the market and the increase in the cost of capital, provided opportunities to use the approximately $50 million in cash previously allocation for the purchase price of the transaction to create long-term value for the Company’s stockholders.

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

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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 the Nominating and Corporate Governance Committee and third-party coach with appropriate expertise in this area. 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.

Meetings of the Board

During the year ended December 31, 2022, the Board held four meetings. During 2022, 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’s corporate governance guidelines state 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. All directors attended the Company’s 2022 annual meeting of stockholders.

Board Committees

The 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 the 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 the Board. The Board may establish other Committees as it deems necessary or appropriate from time to time. The Board created one such special purpose

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committee in 2022, the Special Transaction Committee, which is further described following the standing committees.

2022 Standing Committees of the Board. Our current standing Committees and membership are as follows:

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During 2022, service on each of the standing Committees included the following current and former Board members:
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The Board determined that the members of the Audit Committee are independent within the meaning of Rule 10A-3 under the Exchange Act. The Board also determined that Messrs. Pickerill and Tulloch are “Audit Committee financial experts” as defined by the applicable SEC rules.

The 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 the Board in overseeing and monitoring:

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

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with the senior management team at least bi-annually for appropriate review, evaluation and discussion of such Company programs, and receives quarterly updates on key developments from senior management.

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The Board has determined that each member of the 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.

The 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 the Board in discharging its responsibilities relating to:

Our Compensation Committee may form and delegate authority to subcommittees, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements.

Our Compensation Committee has the authority to retain counsel and other advisors to fulfill its responsibilities and duties. In connection with the engagement of such advisors generally, our Compensation Committee reviews the independence of such advisors, based on factors specified by Nasdaq and other factors it deems appropriate, and specifically with respect to any compensation consultant, any actual or potential conflicts of interest.

Our Compensation Committee determined to re-engage WTW, its independent compensation consultant since May 2021. WTW performed de minimis other services for the Company for 2022, and our Compensation Committee determined there were no conflicts of interest raised by the work of WTW for 2022. Our Compensation Committee’s processes and procedures for the consideration and determination of NEO compensation, including the role of executive officers and the Compensation Committee’s independent consultant in determining or recommending the amount or form of compensation of our named executive officers, are discussed in the “Executive Compensation – Our 2022 NEO Compensation Program” section below.

See “Executive Compensation – How Compensation is Determined” and “Executive Compensation - Competitive Positioning” for additional information on the activities of our Compensation Committee, WTW and management regarding the consideration and determination of the 2022 NEO compensation program.

In 2022, the Compensation Committee and management conducted a new hire equity grant assessment to ensure that the value of the equity awards, over a four year period, for newly hired employees were aligned with the award value of annual grants to existing employees. The Compensation Committee approved a new hire equity grant design in which RSUs are granted in four equal grant installments. The initial installment representing 25% of the grant value is denominated in RSUs on the initial grant date using the 30-day VWAP for the Company’s common stock, and vests in full on the one-year anniversary of the grant date. Thereafter, each subsequent grant installment (i.e., years two through four) will be made on, and the calculation of the RSUs relating thereto will be as of the applicable anniversary of the initial grant date using the 30-day VWAP for the Company’s common stock preceding the applicable grant date, and will vest in approximately equal installments every quarter. This design maintains a competitive new hire RSU equity grant program, while managing the Company’s equity burn rate.

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

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

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

The Board does not have specific requirements for eligibility to serve as a director of the Company beyond compliance with SEC and Nasdaq regulations. However, in evaluating candidates, regardless of how recommended, the Nominating and Corporate Governance Committee takes into consideration the needs of the Board and the Company and the qualifications of the candidates, such as their general understanding of various business disciplines and the Company’s business environment, each individual’s educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and willingness to devote

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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 and the Company are served. When searching for new directors, the Nominating and Corporate Governance Committee may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees were paid in connection with nominations to be acted upon at the 2023 annual meeting. The Nominating and Corporate Governance Committee will actively seek out diverse candidates, including women and individuals from minority groups, and directs any search firm it engages to include qualified women and minority candidates with a diversity of race/ethnicity and gender in the initial pool presented to the Nominating and Corporate Governance Committee for consideration. After its evaluation of potential director nominees, the Nominating and Corporate Governance Committee submits and recommends its chosen director nominees to the full Board for approval.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other director nominees for director. Each nominee for election as director at the 2023 Annual Meeting is recommended by the Nominating and Corporate Governance Committee and is presently a director and stands for re-election by the stockholders.

In 2022, due to vacancies on the Board, the Nominating and Corporate Governance Committee conducted searches for new board members that focused on independence and diversity as well as world-class skills and experiences. In March 2022, Mr. Kell joined the Board, and in October 2022, Mses. Reierson and Velasquez joined the Board.

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In 2022, the Board created one special committee. The Board determined the need for a special committee to review and consider the formation of a reciprocal exchange for our insurance business operations. In October, 2022, the Board approved the formation of the Special Transaction Committee and its charter that satisfies the applicable Nasdaq listing standards.

The purpose of our Special Transaction Committee, as set forth in its charter, is to assist the Board in discharging its responsibilities relating to reviewing, evaluating, recommending and approving a potential restructuring of the insurance carrier (and related insurance) businesses into a reciprocal exchange or similar transaction or arrangement. In addition to formal meetings, the Special Transaction Committee conducted a significant number of informal meetings to review, and evaluate a reciprocal exchange structure, related capital requirements and opportunities, regulatory and rating agency dynamics, and identifying compelling customer (policyholder) value propositions.

The formation of the reciprocal exchange is an initial step in the Company’s long-term strategy to reduce its exposure to earnings volatility from its Insurance segment by mitigating direct exposure to insurance claims and weather events. The reciprocal exchange may also help to reduce the impact of a challenging reinsurance market that has both less capacity and higher prices. The launch of the reciprocal exchange remains subject to review and approval by the Texas Department of Insurance and regulatory review in the context of broader capital and operating environment and the decision to proceed remains within the Company’s discretion.

Corporate Governance Guidelines

The 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 Committee composition.

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No Director Over-boarding

All of our directors are in compliance with the over-boarding restrictions in our Corporate Governance Guidelines, which provides that no director should serve on more than three other public company Boards; no member of our Audit Committee should serve on more than two other public company audit committees; and no director who is the Chief Executive Officer of another public company should serve on more than two other public company boards, aside from the board of his or her own company.

Plurality Plus Voting for Directors; Director Resignation Policy

Pursuant to our Certificate of Incorporation and our 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 thereon at an annual meeting of stockholders. In April 2022, the 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 codifies the business and ethical principles that govern all aspects of our business. A copy of the Code 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 1st Avenue South, Suite 501, Seattle, WA 98104. A copy of the Code 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 on our website.

Stock Ownership by Directors

The 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. The Board will evaluate whether exceptions should be made for any director on whom these guidelines would impose a financial hardship.

Insider Trading and Rule 10b5-1 Trading Plan Policies

We maintain an Insider Trading Policy that covers our directors, officers and employees, which sets forth restrictions and procedures related to trading in Porch Group’s securities, including prohibitions on trading on the basis of material nonpublic information. Our Insider Trading Policy also describes instances where certain persons, including our directors and executive officers, must obtain prior approval before engaging in a transaction in the

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Company’s securities. In addition, our Insider Trading Policy sets forth restrictions for regular and special trading blackout periods applicable to certain covered persons, as well as limited exceptions to such restrictions.

The SEC recently promulgated a new rule related to the adoption and modification of Rule 10b5-1 trading plans by directors and officers of registrants, which became effective on February 27, 2023. In connection with its annual review of the Insider Trading Policy and in anticipation of the effectiveness of the new SEC rule, the Board and Nominating and Corporate Governance Committee reviewed potential changes to the Insider Trading Policy that would include guidelines for Rule 10b5-1 trading plans in accordance with the new SEC rule. On March 7, 2023, the Board amended the Company’s Insider Trading Policy to include the Rule 10b5-1 trading plan guidelines would apply to our directors and executive officers, which complies with the new SEC rule and requires, among other things, that any trades under a new or modified Rule 10b5-1 trading plan not be commenced before expiration of a waiting period and that directors and executive officers not use multiple overlapping Rule 10b5-1 trading plans except in limited circumstances.

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Prohibition on Hedging and Pledging of Company Securities

Our Insider Trading Policy also 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 Engagement and Annual Advisory Vote on NEO Compensation

We offer our stockholders the opportunity to vote annually on the Company’s NEO compensation program (say-on-pay). At the 2022 annual meeting of stockholders, our stockholders demonstrated support for our 2021 NEO compensation program with approximately 96% of the votes cast in support of the “say-on-pay” proposal. Our stockholders’ views on corporate governance and NEO compensation are important to us and we value and use the feedback and insights that we receive from stockholders. Stockholders may contact the Board or the Compensation Committee at any time throughout the year to provide feedback on our NEO compensation.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with the Board or any individual director may send written communications to the Board or such director c/o General Counsel and Secretary, Porch Group, Inc. 411 1st Avenue South, Suite 501, Seattle, WA 98104. The communication must include the stockholder’s full legal 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, based on the subject.

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Environment, Social and Governance

In 2022, we initiated a formal process to develop a tailored approach to ESG matters that aligns with our business strategy and balances the opportunities, risks, and values of our Company and our stakeholders. We engaged an independent third-party consultant that conducted detailed peer benchmarking, provided an overview of relevant disclosure frameworks, and led our initial materiality assessment with key internal stakeholders. Our materiality assessment focused on tailored ESG topics and included interviews of key board and senior leaders and a survey open to all employees. Responses were weighted and ranked based on a combination of their importance to our stakeholders and our business success. The materiality assessment results then were analyzed to create actionable steps that will guide us in building the initial pillars of our ESG journey, which will be overseen primarily by our Nominating and Corporate Governance Committee in partnership with our steering committee of employees from across our businesses. We intend to release our first ESG report in the next 12 months, including details regarding our strategic focus areas and ongoing initiatives that were informed by the feedback we received. This inaugural report will reflect our continuing commitment to be transparent with our stakeholders, and we are excited to share our journey with you.

Use of Third Party Advisors

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Due to the Company’s acquisition strategy and highly regulated businesses, the Board has sought and retained the guidance from advisors with deep experience in risk management in the areas ranging from financial, regulatory and legal advisors relating to reciprocal exchanges, mergers and acquisition, reinsurance, warranty products, to D&O insurance. These advisors regularly attend Board or Committee meetings, including executive sessions attended by independent directors only.

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Recent SEC Rules – Clawback Policy

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On October 26, 2022, the SEC promulgated a new rule related to recoupment of incentive-based compensation. We intend to adopt a clawback policy as necessary to comply with this new rule when Nasdaq adopts final listing standards implementing such rule.

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Director Compensation

The Company’s director compensation program consists of cash and equity compensation. With respect to 2022, each non-employee director earned cash fees and received RSU awards in the Company’s non-employee director compensation program as set forth below. Employee directors are not compensated for their additional service provided to the Board and thus are not included. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending Board and Committee meetings. The director compensation program was adopted in May 2021.

The number of RSUs to be granted on the grant date, which occurs annually on the date of the Company’s annual meeting of stockholders, shall be the nearest whole number of shares as determined by dividing the dollar value of the RSU Award or non-cash Retainer by the closing market price of the Company’s common stock as listed on the Nasdaq on the grant date, and if the grant date does not fall on a Nasdaq trading day, then on the last trading day prior to the grant date.

Under the non-employee director compensation program, the RSU awards will vest on the one year anniversary of the grant date, with the resale restrictions applicable to two-thirds of the RSUs expiring in equal increments on the first and second anniversaries of the vesting date. The RSUs will vest and the resale restrictions will lapse in the event the director ceases to serve on the Board due to disability, removal without cause or other termination of service. In addition, in the event of a change in control in which the awards are not effectively assumed, the RSUs will vest in full and the resale restrictions will lapse.

Directors elected by the Board between annual meetings are paid a pro rata amount of any cash fee and receive a pro-rata grant of RSUs, based on the period of their service on the Board, and any Committee for which they may be appointed.

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2022 Director Compensation Table

The following table sets forth information for the year ended December 31, 2022 regarding the compensation awarded to or earned by certain of the Company’s non-employee directors. Mr. Ehrlichman, the Company’s Chief Executive Officer, does not receive any additional compensation for his service as a member of the Company’s Board. Please see the 2022 Summary Compensation Table for the compensation paid or awarded to Mr. Ehrlichman for 2022.

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

General

The Board is asking our stockholders to ratify the appointment by the Audit Committee of Ernst & Young LLP, as the independent registered public accounting firm to conduct the audit of our financial statements for the fiscal year ending December 31, 2023. Stockholder ratification of such selection is not required by our Bylaws or any other applicable legal requirement. However, the Board is submitting the selection of EY 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 may reconsider whether or not to continue to retain EY for the fiscal year ending December 31, 2023 and future years. 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.

EY has audited our financial statements since 2015. A representative of EY 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.

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 2. An abstention on Proposal 2 will have the same effect as a vote “AGAINST” Proposal 2. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal 2.

Recommendation of The Board and Audit Committee

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Audit Fees and Audit Committee Report

In this section of the proxy statement, we discuss the fees paid to our independent auditor and provide the report of the Audit Committee for the year ended December 31, 2022.

Accountant Fees and Services

The following table sets forth aggregate fees for professional service rendered by EY for the years ended December 31, 2022 and 2021.

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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 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 the 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 EY during the years ended December 31, 2022 and 2021. The Audit Committee has considered the nature and amount of the fees billed by EY and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining EY’s independence.

Report of the Audit Committee

The Audit Committee oversees our independent registered public accounting firm and assists the Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and

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independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.

In fulfilling its oversight responsibilities, the Audit Committee:

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in our Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC. The Audit Committee also appointed EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

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EXECUTIVE OFFICERS

The following table sets forth information with respect to our executive officers as of April 11, 2023:

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Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of Matthew Ehrlichman is provided above in “Proposal 1: Election of the Class III Directors Named in This Proxy Statement— Board Nominees — Class III Directors.”

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CERTAIN RELATIONSHIPS AND RELATED Person TRANSACTIONS

In addition to the executive officer and director compensation arrangements discussed in the sections titled “Director Compensation” and “Executive Compensation,” we describe below any transaction, arrangement or relationship, since January 1, 2022 to which we have been a party, in which the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; the Company or any of its consolidated subsidiaries is or will be a participant; and in which any of our directors, nominees for director, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

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Certain Relationships and Related Person Transactions

Indemnification Agreements

The Company entered into indemnification agreements with its directors and executive officers. Those indemnification agreements and the Bylaws require the Company to indemnify all directors and officers to the fullest extent permitted by Delaware law against any and all expenses, judgments, liabilities, fines, penalties, and amounts paid in settlement of any claims. The indemnification agreements also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law.

Grant of Restricted Stock to Ehrlichman

Mr. Ehrlichman was granted a restricted stock award under the 2012 Stock Plan which was converted into an award of 1,000,000 restricted shares of the Company upon the closing of the business combination. The award will vest in one-third installments if certain stock price triggers are achieved within 36-months following the closing of the business combination as follows: (i) one-third (1/3) of the shares will vest if the closing price of a share of the Company’s common stock are is greater than or equal to $18.00 over any 20 trading days within any 30-consecutive trading day period; (ii) one-third (1/3) of the shares will vest if the closing price of a share of the Company’s common stock is greater than or equal to $20.00 over any 20 trading days within any 30-consecutive trading day period; and (iii) the remaining one-third (1/3) of the shares will vest if the closing price of a share of Company’s common stock is greater than or equal to $22.00 over any 20 trading days within any 30-consecutive trading day period. As of December 31, 2022, only the shares described in clause (iii) of the prior sentence had not vested. If Mr. Ehrlichman’s employment with the Company or its affiliates is terminated prior to the award being fully vested, then the award will be terminated and cancelled, provided that if Mr. Ehrlichman’s employment is terminated by the Company or its affiliates without Cause or Mr. Ehrlichman resigns due to Good Reason (in each case, as defined in the award agreement), the award will remain outstanding and will vest to the extent the stock price triggers are achieved during the 36-month period.

Procedures with Respect to Review and Approval of Related Person Transactions

The Board adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

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

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If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to our General Counsel or the Chair of the Audit Committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee, (or, if so, determined by the Audit Committee, the disinterested members of the Board). Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, in its discretion, may ratify the related person transaction if it deems ratification appropriate under the circumstances. The policy also permits the Chair of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between audit and finance committee meetings, subject to ratification by the Audit Committee at its next meeting. Any related person transactions that are ongoing in nature are reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee (or, if so, determined by the Audit Committee, the disinterested members of the Board) after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit and finance committee will review and consider:

The Audit Committee may approve or ratify the transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is consistent with our best interests. The audit and finance committee may impose any conditions on the related person transaction that it deems appropriate. In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

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Proposal 3: APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

General

The Compensation Committee values the perspectives of stockholders regarding our NEO compensation philosophy and program through an annual “say on pay” advisory vote. At the 2022 annual meeting of stockholders, stockholders representing over 96% of the votes cast approved, on an advisory basis, the compensation paid by us to our NEOs.

As part of the Board’s commitment to continuous review and improvement of governance, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and as required by Rule 14a-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board is providing our stockholders with an opportunity to cast an advisory (non-binding) vote on a resolution to approve the compensation of our NEOs.

The principal objective of our compensation programs is to attract, retain and motivate key executives responsible for our success by rewarding individual and Company performance in a way that is aligned with the Company’s and stockholders’ short and long-term interests. We do so by 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 NEOs’ compensation to increases in stockholder value. We believe our NEO compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our NEOs to exert their best efforts for our success. We discuss our compensation philosophy and programs for the Company’s NEOs, the decisions made by the Compensation Committee under those programs, and the process utilized, and factors considered in making those decisions for our NEOs in 2022in more detail below in this proxy statement. For a discussion of how the timing of 2021 and 2022 compensation decisions significantly impacted the compensation for our CEO in 2022, as disclosed in this proxy statement, see “Executive Compensation – Key Impacts to 2022 Compensation Program” and “Executive Compensation – 2022 NEO Compensation Determinations.”

As required by Section 14A of the Exchange Act, we are asking for stockholder approval of the compensation of our NEOs. 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 NEOs identified in the 2022 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 NEO 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 NEO compensation. Unless the Board otherwise modifies this policy, the next advisory vote will be at the 2024 annual meeting of stockholders.

Vote Required

The affirmative vote of a majority of the votes duly cast on this item is required to approve this proposal. Abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on this proposal.

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Recommendation of The Board

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section of the proxy statement, we discuss our compensation philosophy and programs for our NEOs, the decisions made by the Compensation Committee under those programs, and the process utilized and factors considered in making those decisions for our NEOs in 2022.

For the 2022 compensation program for our NEOs, the Compensation Committee worked with its executive compensation consultant to design a program that retained certain aspects of the 2021 executive compensation program, while incorporating objective performance measures to increase the focus on incentivizing our NEOs and other key employees to deliver value to our stockholders. We expect that the Company’s NEO compensation philosophy and programs will continue to evolve to reflect its status as a maturing publicly-traded company, while still supporting the Company’s overall business and compensation objectives.

Our NEOs

In accordance with SEC rules and regulations, our NEOs for 2022 include our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Also, in accordance with SEC rules, Marty Heimbigner, our former Chief Financial Officer, is an NEO for 2022 based on his service as the Company’s Chief Financial Officer during the year. Mr. Heimbigner separated from the Company on December 15, 2022.

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Key Impacts to 2022 Compensation Program

Upon becoming a publicly-traded company, the Compensation Committee supported a flexible approach to executive compensation to guide the transition, in terms of purpose, objective and terms, enabling the Compensation Committee to make compensation decisions tailored to each NEO. Thereafter, in early 2022, the Compensation Committee, together with input from management and counsel from the Compensation Committee’s advisors, held a significant number for formal and informal meetings to review appropriate benchmarking, and took steps to design and implement programs reflective of a maturing publicly-traded company.

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The compensation disclosed for Messrs. Ehrlichman and Neagle in 2021 and 2022 were significantly impacted by the timing of the Compensation Committee’s approvals. Although the Board approved the “Together We Win” (“TWW”) program in September 2021 (a special, one-time equity award program for all Company employees on the payroll as of August 1, 2021, and having an equity award pool with a grant value of $25.1 million), the 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 our NEOs. On February 10, 2022, the Compensation Committee granted Mr. Ehrlichman a TWW RSU award, along with a 2021 annual PRSU award and a 2021 annual RSU Award, collectively, the “February 2022 Grants.” For a detailed discussion of Mr. Ehrlichman’s February 2022 Grants, see “Equity Awards Granted in February 2022 relating to 2021 NEO Compensation – CEO.” Previously, on November 16, 2021, the Compensation Committee granted Mr. Neagle a TWW RSU award, along with a 2021 annual PRSU award and a 2021 annual RSU award.

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As a result of the foregoing timing of the February 2022 Grants, Mr. Ehrlichman’s reported compensation for 2022 includes multiple years of equity awards. Furthermore, in accordance with FASB ASC Topic 718, the design of the TWW RSU and annual equity awards result in the full grant date fair value of all such awards being recognized as of the grant date in February 2022. This is in contrast to the PRSUs granted in May 2022, which under FASB ASC Topic 718 results in the grant date fair value being recognized only for one-third of the PRSU award (and the maximum to be earned on the first tranche of target). Thus, the February 2022 Grants represent approximately 85% of Mr. Ehrlichman’s reported compensation in 2022.

2022 Realizable Pay – CEO

The Compensation Committee considers every element of compensation, both potential and realized, when reviewing the effectiveness of the Company’s NEO compensation programs. Realizable Pay, as defined below, considers the intrinsic value of equity awards, providing a perspective on how changes in stock price and actual incentive award payouts impact the values of awards granted within a given period. The table below demonstrates the difference in Mr. Ehrlichman’s total compensation reported in the Summary Compensation Table versus Realizable Pay. For the period encompassing fiscal years 2020, 2021 and 2022, the three-year average reports Realizable Pay at only 28% of the totals reported in the Summary Compensation Table.

Mr. Ehrlichman’s Realizable Pay as of December 31, 2022 is provided in the table below.

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The Company’s Summary Compensation Table is provided on page 51 which includes detail on the pay elements in total compensation. The Grants of Plan-Based Awards table is provided on page 52, which includes details on equity and non-equity incentive plan awards granted in 2022. Details for outstanding equity awards are included on page 53 in the table Outstanding Equity Awards at 2022 Fiscal Year-End.

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The Company’s Pay versus Performance disclosure is provided on page 61. The Pay versus Performance table includes details on "compensation actually paid” which differs from both Summary Compensation Table total compensation and realizable pay. “Compensation actually paid” as defined by the SEC focuses on the changes in value within the time period for all outstanding awards granted both prior to and within the measured time period.

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Realizable Pay is defined as the total of the following pay elements. The period end date for each year in the table above refers to December 31, 2022.

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Our 2022 NEO Compensation Program

For the 2022 NEO compensation program, the Compensation Committee continued to transition the Company’s NEO compensation philosophy and practices to be reflective of a public company of similar maturity, market and operations. In particular, the Compensation Committee worked with its executive compensation consultant to design a program that retained certain aspects of the 2021 NEO compensation program, and incorporated objective measures to increase the focus on incentivizing our NEOs and other key employees to deliver value to our stockholders.

The Compensation Committee is committed to designing our incentive programs to align with our long-term strategy and further enhance pay-for-performance. In order to achieve the Company’s strategic vision of reinventing the homeownership journey, the Compensation Committee and Company are committed to providing a market-competitive total compensation program to attract and motivate a competent and highly-qualified workforce and to retain top-performing industry employees. Our compensation philosophy also intends to address the shared interests of many of the Company’s stakeholders.

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The Compensation Committee uses benchmarking for our NEOs as a reference point to align with the competitive market. In 2022, 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; provided, however, the Compensation Committee targeted above the 75th percentile for each of the February 2022 Grants to Mr. Ehrlichman due the significant focus on performance-based equity with very challenging performance goals. 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.

We provide our stockholders with the annual opportunity to cast an advisory vote on our NEO compensation through a Say on Pay proposal. At the 2022 annual meeting of stockholders, stockholders representing approximately 96% of the votes cast approved, on an advisory basis, the compensation paid by us to our NEOs. The Compensation Committee considered stockholder support for our NEO compensation policies and practices based on these results, and although no material changes were made to our compensation policies and practices in 2022 or 2023 as a result, the Compensation Committee will continue to assess the NEO compensation program in light of our transition to having a NEO compensation philosophy and related practices that are reflective of a public company of similar maturity, market and operations. The Compensation Committee will continue to consider the results of future Say on Pay votes, including results for the current year when available, when making future compensation decisions for our NEOs.

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2022 NEO Compensation Components

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2022 NEO Compensation Determinations

Although the Company’s NEO compensation strategy continues to evolve, the Company’s compensation elements continue to consist of a combination of base salary, annual incentive awards, long-term incentives and other benefits as described below.

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BASE SALARY

Base salaries are reviewed on at least an annual basis. Mr. Ehrlichman’s annual base salary was increased to $600,000 (previously $420,000) and his annual target bonus was established at 100% of base salary (with a 0% - 200% bonus payout opportunity determined for 2021). The foregoing changes were each effective October 1, 2021 to align with the compensation change timing for Mr. Neagle. In November 2022, Mr. Tabak joined the Company at a base salary of $390,000. For 2022, Mr. Neagle’s base salary remained unchanged at $400,000 per year due to his recent compensation change on October 1, 2021. In April 2022, Mr. Heimbigner’s base salary was increased from $350,000 to $390,000 per year, effective October 1, 2021 to also align with the compensation change timing for Mr. Neagle.

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The following table sets forth the base salaries in effect for our NEOs at December 31, 2021and 2022, except for Mr. Heimbigner, who’s last day with the Company was December 15, 2022.

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2022 SHORT-TERM INCENTIVE – SENIOR LEVEL Performance bonus plan

In May 2022, the Compensation Committee approved the Senior Level Performance Bonus Plan (the “2022 Bonus Plan”). Pursuant to the 2022 Bonus Plan, Messrs. Ehrlichman and Neagle were each eligible to receive bonuses with respect to 2022 performance.

Pursuant to Mr. Tabak’s employment agreement, he did not participate in the 2022 Bonus Plan. Pursuant to the Former CFO Offer Letter, Mr. Heimbigner did not participate in the 2022 Bonus Plan; instead he was eligible for a short-term incentive program relating to his anticipated contributions during his transition from the Company. The Former CFO Offer Letter is more fully described below under “CFO Transition Cash Bonus Program.”

CEO and COO Targets. For each of Messrs. Ehrlichman and Neagle, the bonus targets remained unchanged for 2022, and were a percentage of base salary (using the actual eligible paid salary in the applicable year). On October 1, 2021, Mr. Neagle’s target bonus was changed from 40% to 100%.

The following table sets forth the bonus targets in effect for Messrs. Ehrlichman and Neagle in 2021 and 2022.

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Messrs. Ehrlichman and Neagle’s bonuses under the terms of the 2022 Bonus Plan were based on the following components:

The target performance goals – Revenue and Adjusted EBITDA (loss) as a percentage of Revenue – were shared publicly in 2022, as approved by the Audit Committee. These performance goals were intended to be reasonably challenging and designed to appropriately incentivize and reward strong performance. The 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 support overall stockholder value creation. We use Adjusted EBITDA (loss) as a percentage of Revenue, a non-GAAP financial measure, as a supplemental measure of the Company’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. We believe that the use of this non-GAAP financial measure provides investors with useful information to evaluate the Company’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, our definition and methodology in calculating this non-GAAP measure may not be comparable to those used by other companies. The 2022 Bonus Plan utilizes the same definition of Revenue and Adjusted EBITDA (loss) as a percentage of Revenue 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.

See Appendix B of this proxy statement, entitled “Use of Non-GAAP Financial Measures,” for the reconciliation of Adjusted EBITDA (loss) to net income (loss), which is the most directly comparable measure under GAAP.

In addition, the Compensation Committee pre-approved an adjustment policy for the 2022 Bonus Plan, which includes adjustments for accounting changes and acquisitions. Accounting adjustments will be made if material accounting treatment changes have occurred since the Company’s approved financial budget for the performance period, regardless of whether the changes are favorable or unfavorable, and do not reflect underlying performance of the business. Acquisition adjustments to the performance goals may be made if the timing of an acquisition does not close around the time such closing was forecasted for purposes of budget, and 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 model approved at the time of the acquisition transaction, adjusting for the post-close period and any relevant seasonality, and the business results of the acquired company would be included in the actual performance of the Company from the date of acquisition. Any acquisition adjustment must be approved by Mergers and Acquisitions Committee. The purpose of these adjustments is to ensure the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by acquisition impacts.

Financial Performance Goal Setting. The chart below sets forth the threshold, target and maximum goals for the financial performance metrics of the 2022 Bonus Plan established by the Compensation Committee:

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2022 Bonus Plan Results. For purposes of the 2022 Bonus Plan including the Permitted Adjustments, our Revenue was approximately $276 million, and Adjusted EBITDA (loss) as a percentage of Revenue was (18)%, which were below the threshold performance level on a combined basis. This performance achievement resulted in no bonus being earned with respect to the achievement of two objective Company performance goals. In addition, the Compensation Committee concluded that no bonus was earned with respect to the discretionary portion. Accordingly, there were no payouts under the 2022 Bonus Plan for Messrs. Ehrlichman and Neagle.

FORMER CFO transition CASH Bonus program

Pursuant to the terms of the Former CFO Offer Letter, Mr. Heimbigner received severance of $175,000 on April 8, 2022.

Pursuant to the terms of the Former CFO Offer Letter, Mr. Heimbigner was eligible for a 2022 transition cash bonus program of $250,000 in the aggregate, with 40% earned upon timely filing of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022 (such timely filing, the “10-Q Event”) and, subject to the Company electing to extend Mr. Heimbigner’s transition services thereafter, the remaining 60% earned upon timely filing of the Form 10-K (such timely filing, the “10-K Event”). To earn the bonus, in each case, Mr. Heimbigner was to remain continuously employed in good standing through the applicable milestone date. Mr. Heimbigner earned $100,000, as the 10-Q Event was achieved; which was paid on January 13, 2023. No bonus was earned or paid for the 10-K Event as Mr. Heimbigner separated from the Company on December 15, 2022.

In addition, on account of Mr. Heimbigner’s contributions to the Company in 2022 as of August 2022, and those anticipated to occur thereafter, he was eligible for a discretionary cash bonus with a target bonus of $205,000 per 360-day period, subject to a maximum payout of $247,708. The Compensation Committee approved this discretionary cash bonus of $170,833, which was paid on January 13, 2023.

2022 Long-Term incentive program

On May 20, 2022, the Compensation Committee approved the 2022 long-term incentive program for Messrs. Ehrlichman and Neagle. The 2022 long-term incentive program reflects the Company’s evolving compensation philosophy and practices by utilizing both PRSUs and RSUs. Each of the equity awards was granted pursuant to the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Stock Plan”).

The Compensation Committee determined to use PRSUs based on the key financial measures, in particular, (1) absolute share price achievement hurdles, because such award vehicle is transparent and directly aligned with stockholder value, as well as being tied to the long-term, objective financial and operational performance goals of the Company and (2) a revenue component.

2022 LTI Equity Awards – CEO and COO. The grant value of the May 2022 long-term incentive (“LTI”) equity awards for Messrs. Ehrlichman and Neagle, which constitute the annualized grant as part of the 2022 NEO compensation program are listed in the table below.

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(3) See “Former CFO Transition Arrangement” below for a description of Mr. Heimbigner’s transition arrangement, including information relating to payments in lieu of severance, and payments pursuant to a short-term bonus opportunity and a non-equity incentive program.

The grant date fair value in the Summary Compensation Table for 2022 is determined under FASB ASC Topic 718, which stipulates that a grant date is established when the underlying terms of the award are fixed. Because the revenue condition for the PRSU awards granted in May 2022 are set on an annual basis, the grant date and associated award grant date fair value are established annually over the three-year performance period. In addition, the grant date fair value in 2022 and 2023 is impacted by the ability to earn only up to one-third of the target PRSU. However, in 2024, up to 200% of the target PRSU may be earned and therefore such grant date fair value may be significantly higher than in the first two years.

On the other hand, the Compensation Committee reviewed and approved the PRSUs based on a grant value for the total award (in the amounts noted above), based on benchmarking against the peer group and related market data.

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*The compound annual growth rate (CAGR) values were determined by using VWAP common stock price of the Company upon the grant date of the first tranche.

For the 2022 Achievement Period, the TTM Revenue Condition was $305 million. For 2023 and 2024, the TTM Revenue Condition will be determined by the Compensation Committee as set forth above.

On May 20, 2022, Messrs. Ehrlichman and Neagle were each awarded one-third of the target PRSU award, or 211,149 RSUs, and 70,383 PRSUs, respectively, for the 2022 Achievement Period. The date of grant for the one-third of the PRSU award for the 2023 Achievement Period will occur when all the definitive terms for such award are known, i.e. the determination of the 2023 TTM Revenue Condition. Likewise, the date of grant for the final PRSU award for the 2024 Achievement Period will occur when all the definitive terms for such award are known, i.e. the determination of the 2024 TTM Revenue Condition. As such, under FASB Topic 718, the grant date fair value of the 2022 PRSUs approved in May 2022 related to only one-third of the target PRSUs, which could only be earned up to target.

For the Achievement Periods in each of 2022, 2023 and 2024, the participant can earn 50% and 100% of one-third of the PRSUs (with straight-line interpolation between threshold and target) based upon the Absolute Share Price achieving threshold and target amounts, provided that the TTM Revenue Condition target is also met for the applicable Achievement Period. For the Achievement Period in 2024, the participant can also earn between 100% to 200% of the full target PRSU award if the Absolute Share Price exceeds target and maximum amounts and the TTM Revenue Condition target is met for 2024; provided, that the maximum payout of the PRSU award is 200% of the target PRSUs for all Achievement Periods. Any earned PRSUs will vest as of the Compensation Committee’s determination of actual performance following the Achievement Period in 2024, subject to the individual’s employment or service with the Company as contemplated in the PRSU Award Agreement as well as the terms of their employment agreements.

No PRSUs were earned for the 2022 Achievement Period. In addition, the 2022 actual revenue was lower than the 2022 TTM Revenue Condition by 9.5%, and therefore the 2023 TTM Revenue Condition based on 80% of the budget will be increased by such amount.

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Equity Awards Granted in February 2022 relating to 2021 NEO Compensation – CEO. On February 10, 2022, the Compensation Committee granted the February 2022 Grants to Mr. Ehrlichman. These equity awards were intended to be part of the 2021 NEO compensation program. For detail on the purpose, objectives and decisions made by the Compensation Committee, as well as the delayed timing of these equity awards, refer to the earlier discussion in the section called “Key Impacts to 2022 Compensation Program.”

The grant values for these equity awards were as follows.

As a result of the foregoing timing, Mr. Ehrlichman’s reported compensation for 2022 includes multiple years of equity awards. Furthermore, in accordance with FASB ASC Topic 718, the design of the February 2022 Grants result in the full grant date fair value of all such awards being recognized as of the grant date in February 2022. This is in contrast to the PRSUs granted in May 2022, which under FASB ASC Topic 718 results in the grant date fair value being recognized only for one-third of the PRSU award (and the maximum to be earned on the first tranche of target). Thus, the February 2022 Grants represent approximately 85% of Mr. Ehrlichman’s reported compensation in the Summary Compensation Table for 2022.