Root (ROOT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with voting on director elections, auditor ratification, and executive compensation.

• Only stockholders of record as of April 7, 2025, may vote; multiple voting methods are available, including online during the meeting.

• The company achieved net profitability in 2024, grew gross written premiums by 66%, and improved its loss ratio to 59.9%.

• The board encourages shareholder engagement and provides detailed instructions for proposal submissions and communications.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• The Series A preferred stockholder has agreed to vote in support of director elections and in proportion with unaffiliated stockholders on other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of eight members divided into three classes with staggered three-year terms.

• Seven of eight directors are independent; the board is diverse in gender and background.

• The board has audit, compensation, nominating/governance, strategy, and executive committees, all with independent members.

• The lead independent director role provides oversight and balance to the chairperson/CEO.

• The board conducts annual self-evaluations and encourages direct shareholder communications.