DEF 14A of LendingTree, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022344
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS The following table provides summary information about each director nominee, including current committee memberships.
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| | | | | | | Committee Memberships (1) | | | | | DIRECTOR NOMINEE | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | OTHER PUBLIC COMPANY BOARDS | INDEPENDENT | AUDIT | COMPENSATION | NOMINATING AND CORPORATE GOVERNANCE | TRANSACTIONS | | Gabriel Dalporto | 52 | 2017 | CEO of Guitar Center Holdings, Inc. | 0 | ● | | | | ● | | Thomas M. Davidson, Jr. | 52 | 2017 | Executive Vice President of Blackbaud and President of EverFi | 0 | ● | | | c | ● | | Mark Ernst | 65 | 2022 | Managing Partner of Bellevue Capital LLC, | 0 | ● | | ● | | | | Robin Henderson | 54 | 2014 | Senior Director, Private Capital Group, of RXR Realty | 0 | ● | ● | | ● | | | Douglas Lebda (Chairman of the Board of Directors) | 54 | 2008 | Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc. | 0 | | | | | c | | Steven Ozonian (Lead Independent Director) | 68 | 2011 | CEO of the Williston Financial Group | 1 | ● | c | c | | | | Diego Rodriguez | 54 | 2022 | Technology Leader and Former Chief Product Officer, Intuit | 0 | ● | | | | ● | | Saras Sarasvathy | 64 | 2015 | Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business | 0 | ● | | | ● | | | G. Kennedy Thompson | 73 | 2017 | Former Partner of Aquiline Capital Partners | 2 | ● | ● | ● | | ● | | | | | Number of meetings in fiscal 2023 | | | 4 | 4 | 3 | 5 |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| (1) “C” indicates a committee chair. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Executive Compensation Highlights We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| What we do | | | What we don’t do | | ✔ | Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary). | × | No excise tax gross-up. | | ✔ | Maintain stock ownership guidelines of 5x annual retainer for our independent directors. | × | No supplemental company paid retirement benefits. | | ✔ | Maintain a clawback policy in accordance with Dodd-Frank clawback rules. | × | No repricing of stock options without stockholder approval. | | ✔ | Expressly prohibit payment of dividends on unvested equity awards. | × | No granting of discounted or reload stock options. | | ✔ | Tie a significant portion of named executive officers’ (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation. | × | No guaranteed annual salary increases or bonuses. | | ✔ | Grant performance-based equity incentive awards to our CEO with challenging performance hurdles. | × | Provide a CEO long-term equity award sooner than the intended front-load period that ends at the end of 2023 (excludes RSUs granted to Mr. Lebda as payment in lieu of cash bonuses). | | ✔ | Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors. | | |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Our executive compensation programs are focused on aligning pay with performance:
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| - | Our CEO’s and NEO’s annual bonus award program and long-term equity awards are designed to encourage outstanding executive performance and to be aligned with stockholder interests. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| - | Our CEO’s salary and bonus target have not increased since fiscal 2017, and our CEO’s salary did not increase in fiscal 2024 based on the terms of his employment agreement, which was extended until December 31, 2024. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| - | Our CEO was paid 50% of his target annual bonus for 2023, consistent with other named executive officers, due to Company performance (cash bonus for 2023 performance paid out in 2024). |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | The CEO was not granted any equity in 2023, consistent with the terms of the December 2020 CEO Grants and the 2020 CEO Employment Agreement: |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | The December 2020 CEO Grants, which were described in previous proxy statements as a 2020 pay decision, reflect the entirety of our CEO’s long-term incentive compensation through December 2023. Our CEO was not granted any additional long-term incentive awards in 2021, 2022, or 2023 because the December 2020 awards were viewed by the Company as compensation for fiscal 2021–2023. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | 30% of the December 2020 CEO Grants were stock options that had a 25% premium exercise price of $300 at the time of grant (closing price on 12/03/2020 grant date was $239.47), while the remaining 70% was contingent on aggressive TSR goals that have not been achieved to date and have resulted in no earnout of the CEO’s December 2020 performance awards. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | The December 2020 CEO Grants had a long-term and performance-based orientation, as these awards do not fully vest for six years after grant and include a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | During fiscal 2021, we added a stock ownership policy for our executives. Under the policy, our NEOs are required to maintain minimum beneficial ownership of our stock equal to 6x of base salary for our CEO and 1.5x-3x of base salary for our other NEOs. The non-employee directors also have an ownership guideline of 5x their annual Board cash retainer. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | During fiscal 2023, we added a clawback policy which, effective October 25, 2023, requires the Company to recover compensation received on or after October 2, 2023 erroneously awarded to any current or former Covered Executive (as defined in the Clawback Policy) in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Covered Accounting Restatement”). The Clawback Policy requires the Company to recover the incremental portion of the incentive-based compensation received by such officer during the three (3) completed fiscal years (together with any interim stub fiscal year period(s) of less than nine (9) months resulting from Company’s transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as determined pursuant to the immediately following sentence) to be required to prepare a Covered Accounting Restatement in excess of the amount that would have been paid or payable based on the restated financial results (without regard to any taxes paid), other than in limited circumstances in which an exception to such recovery applies. For more information on our Clawback Policy, refer to the “Our Compensation Policies and Practices” section on page 41. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Stockholder Engagement At LendingTree, we strive to engage with stockholders on a consistent basis to better understand their perspectives and concerns. We hold Investor Days, develop investor outreach programs, and have direct communication channels with stockholders. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy, and executive compensation. Stockholders may at any time communicate with any of our directors by emailing us at GC@lendingtree.com. See the Stockholder Engagement Process discussion in the Corporate Governance section on page 14 of this proxy statement for more detail about our stockholder engagement program. Note about Forward-Looking Statements This proxy statement contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed in our Annual Report on Form 10-K for the year ended December 31, 2023. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this proxy statement may not prove to be accurate. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.’s management as of the date of this proxy statement. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| Certain Relationships and Related Transactions |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
In 2017, our Audit Committee approved a relationship with EverFi, Inc. pursuant to which EverFi, Inc. would provide financial literacy digital learning courses in communities where the Company operates as part of the Company’s community outreach and philanthropic efforts. The Company’s financial commitment to EverFi, Inc. was $225,000 for each of 2017 and 2018. In 2019, the agreement with EverFi, Inc. was amended to (i) continue the Company’s financial commitment through July 2022 in an amount up to $250,000 per year, and (ii) utilize EverFi, Inc.’s suite of online compliance training programs for the Company’s employees through March 2022 for $30,000 per year. In 2020, the agreement with EverFi, Inc. was further amended to (i) include COVID safety training resources for Company employees through September 2023 for $5,000 for year one, $5,150 for year two, and $5,305 for year three, and (ii) creating single sign on access for Company employees and expanding access to training materials through October 2023 for $42,757 per year. In May 2022, the EverFi, Inc. agreement was further amended to extend the compliance training programs for Company employees through April 2025 for $30,000 per year. At the end of July 2022, the Company’s sponsorship program offering financial literacy and digital learning courses in communities where the Company operates for up to $250,000 per year expired and was not renewed. The total spend with EverFi for fiscal 2023 was $30,000. Amendments to the initial EverFi, Inc. agreement were also approved by our Audit Committee. EverFi was purchased by Blackbaud, Inc. in December of 2021. Mr. Davidson, a director, was the co-founder of and previously served as the Chief Executive Officer of EverFi, Inc. Mr. Davidson now serves as Executive Vice President of Blackbaud and President of EverFi. In 2017, our Audit Committee approved a relationship with ATTOM Data Solutions, LLC (f/k/a Renwood Realty Trac, LLC) (“ATTOM”) pursuant to which ATTOM would license data to the Company for $11,000 per month for a period of eighteen months. Later in 2017, the agreement with ATTOM was amended to expand the licensed data that the Company would receive for an additional $70,500 per year. In 2018, the agreement with ATTOM was further amended to (i) extend the term for a period of eighteen months, and (ii) reduce the monthly fee to $9,583 per month. In 2020 and 2021, the agreement was amended to extend the term. In September 2021, the agreement was further amended to provide for additional licensed data at a cost of $11,000 per month; this amendment was terminated in 2022. The total spend with ATTOM for fiscal 2023 was $82,541. Amendments to the initial ATTOM agreement were approved by our Audit Committee. Mr. Ozonian, a director, sits on the Board of ATTOM. In fiscal 2023, we paid total compensation of $267,956, which is comprised of base salary, 401K contributions, cash incentive compensation and equity awards, to Megan Greuling. Ms. Greuling is the spouse of our CEO and is our Head of Corporate Communications.
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| Related Persons Transactions Policy |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Our Board of Directors has adopted a written policy setting forth the procedures we undertake while reviewing and approving related person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which our common stock may then be listed. Under the policy, “related person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest. Under the policy, all related person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| Corporate Governance |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Corporate Governance Practices LendingTree is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| Board Practices, Composition, Accountability and Independence | Alignment with Stockholder Interests | | • 89% of our director nominees are independent. • Strong lead independent director with well-defined role. • Annual election of directors. • Majority vote for director elections. • Two of our directors are female. • Two of our directors self-identify as racially/ethnically diverse. • Annual Board and committee evaluations. | • One vote per share. • Not a controlled company. • Do not require super majority vote to amend charter or bylaws. • Executive compensation is focused on pay for performance. • Stock ownership guidelines for directors and executive officers. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
Board of Directors Responsibilities and Structure
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
STOCKHOLDER COMMUNICATIONS WITH THE BOARD Stockholders may, at any time, communicate with any of our directors by emailing GC@lendingtree.com. The subject line should read “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such emails must identify the sender as a stockholder, provide evidence of the sender’s stock ownership, and clearly state whether the intended recipients are all members of our Board of Directors or a particular director or directors. All communications received in accordance with these procedures will be reviewed by the Corporate Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include communications that:
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| • | do not relate to the business or affairs of our Company or the functioning or constitution of our Board of Directors or any of its committees; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| • | relate to routine or insignificant matters that do not warrant the attention of our Board of Directors; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| • | are advertisements or other commercial solicitations; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| • | are frivolous or offensive; or |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| • | are otherwise not appropriate for delivery to directors. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement. Corporate Social Responsibility and Environmental, Social and Governance Approach Corporate Social Responsibility is very important to LendingTree. In conducting our business, we strive to give back to the communities in which we work. Our Corporate Responsibility initiatives are generally overseen by our Head of Corporate Citizenship. Our Environmental Footprint. We consider our environmental footprint whenever appropriate. We are committed to reducing the impact of our operations, and to using resources and materials thoughtfully. Human capital resources We are committed to investing in our employees and nurturing an entrepreneurial and dynamic work environment. We achieve this through dedication to our core principles which include:
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Building truly outstanding products; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Being open and candid; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Acting with urgency and creativity; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Taking charge; |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Setting goals and being accountable; and |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Committing to excellence. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Most employees are stockholders of the Company, allowing them to take charge and have a direct impact on company choices. We provide individual, career and leadership development opportunities to strengthen skills. We have implemented strong policies and practices to foster a safe and inclusive workplace allowing employees to develop and reach their full potential, and although our employees hold many values in common, our leadership team actively works to attract, develop, and retain talent from a range of backgrounds and experiences in order to benefit from diverse perspectives. The Company and our employees are committed to helping our communities thrive through a variety of Corporate -sponsored philanthropy and annual and ongoing community outreach efforts. Data Privacy. We are committed to protecting consumer and employee information, and our Board of Directors and management team devote a significant amount of time and attention to data privacy. We endeavor to comply with applicable data privacy laws and regulations and have implemented procedures designed to assist in our compliance with such laws and regulations. Board Oversight of Material Environmental and Social Governance (“ESG”) Risk. LendingTree takes into account considerations that affect all of our key stakeholders, including our stockholders, customers, employees, communities and regulators. The Nominating and Corporate Governance Committee, in consultation with the full board, has oversight over environmental and social governance, or ESG matters. The LendingTree Foundation. Established in August 2017, The LendingTree Foundation is a private foundation created by LendingTree and exempt from federal income tax under Internal Revenue Code Section 501(c)(3). The LendingTree Foundation’s philanthropic mission is to amplify economic opportunities for individuals, businesses and communities through our LendaHand initiative and strategic community alignment that focuses on promoting empowerment and helping overcome obstacles, financial and otherwise, in areas that align with LendingTree’s core principles and the Foundation’s philanthropic pillars:
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Financial Wellness - to promote the financial well-being of individuals, communities and businesses through financial education, assistance and resources to improve financial literacy and stability. |
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| - | Innovation and Entrepreneurship - to foster innovation for our current and next generations through creative methods and forward-thinking initiatives to enhance opportunities for entrepreneurship, modernization and awareness for socioeconomic matters in our communities. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Homeownership - to support and promote homeownership for individuals in need through opportunities that offer affordable housing, financial assistance and resources in an effort to create stability for individuals and communities. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | Upward Mobility - to promote upward mobility for individuals and communities to improve the livelihood and well-being for those facing unforeseen obstacles - financial and other - an effort to provide tools for growth, stability and empowerment. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
By leveraging our expertise and focusing on these areas, it is our belief that we can achieve the greatest impact to improve the lives of all, in these areas and beyond. LendaHand Alliance Cohort. In 2023, the Foundation wrapped up the inaugural LendaHand Alliance Cohort (the “Cohort”). The Foundation gave 10 emerging nonprofits $1.25 million in unrestricted funding in addition to consultative services in leadership and board development. By embracing relational philanthropy, we learned that we could move the needle by treating our nonprofit partners as businesses and teaching them capacity building skills to grow their impact. In the three years of the Cohort, all 10 nonprofits increased their staff, some by 400% of where they were when the Cohort started. A total of nearly 50 people are now employed by the 10 nonprofits, not including an additional increase in contract workers. Cohort nonprofit leaders benefited from fellowship with their peers as well as from peer-learning. Several new collaborations were launched including both joint programming between Cohort nonprofits and building pipelines from one nonprofit to another. Cohort members enjoyed increased visibility and an increased network of potential funders, and grew from a scarcity to an abundance mindset. During the Cohort, each of the members created a pitch deck and promotional video with the Foundation’s assistance. The LendingTree Foundation and Corporate Philanthropy 2023 Recap. 2023 was also the end of the Foundation’s investment in the Charlotte Arts & Culture Infusion fund which resulted in a new cultural plan for the Charlotte community. In 2023, LendingTree Philanthropy and the Foundation continued to deeply support the families at Lake Mist Apartments, one of the Housing Impact Fund I properties. We provided three community-wide events which included school supplies distribution, essential needs distribution and funding for summer camps in STEM for the local children. In addition, in 2023, LendingTree employees were deeply engaged in their communities. Employees donated a total of $80,625 to a variety of nonprofit organizations, with the top giving categories being: Education, Human Services, and Arts Humanities. The Foundation matched $54,540 of employee donations, with $39,256 matched for donation dollars and $15,284 coming from our Dollars for Doers Program, where the Foundation donates $25 for every hour a LendingTree employee spends volunteering at a nonprofit of their choice.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| PROPOSAL NO.1 Election of Directors |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Our Board Nominees At the upcoming Annual Meeting, a board of nine directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors). Information concerning all director nominees appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by our Board of Directors.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Gabriel Dalporto Chief Executive Officer of Guitar Center Holdings, Inc. Director since: 2017 Age: 52 | | | Committees: • Transactions Committee | Biography Mr. Dalporto became the Chief Executive Officer of Guitar Center Holdings, Inc. on October 31, 2023. Mr. Dalporto served as the Chief Executive Officer of Udacity, Inc., a technology skills digital education platform, from August 2019 to October 2022. From August 2017 to February 2018, Mr. Dalporto served as Executive Advisor to the CEO of the Company. Prior to that, Mr. Dalporto held various other positions within the Company, including serving as the Company’s Chief Financial Officer from June 2015 to August 2017, Chief Marketing Officer from April 2011 to June 2015, and President of Mortgage from March 2013 to June 2015. Before joining the Company, Mr. Dalporto served as Founder and Chief Executive Officer of Atomic Financial, Inc., a startup online investing platform, from January 2010 to April 2011. He served as Chief Marketing and Strategy Officer of Zecco Holdings, Inc., an online brokerage company, from January 2007 to December 2009. Mr. Dalporto served as Vice President at E*Trade Financial from August 2004 to November 2006 and as Vice President at JPMorgan Chase from September 2003 to July 2004. Additionally, Mr. Dalporto has served as a director of Guitar Center Holdings, Inc. since December 2018. | Relevant Expertise Mr. Dalporto brings executive management, financial and capital markets experience, and in-depth digital marketing experience to our Board of Directors. Other Public Company Boards None. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Thomas M. Davidson, Jr. Executive Vice President of Blackbaud, Inc. and President of EverFi, Inc. Director since: 2017 Age: 52 | | | Committees: • Nominating and Corporate Governance Committee (Chair) • Transactions Committee | Biography Mr. Davidson is the co-founder and served as Chief Executive Officer of EverFi, Inc., a software-as-a-service education technology company headquartered in Washington, D.C., from inception in 2008 to December 2021. EverFi was acquired by Blackbaud, Inc. in December 2021, and Mr. Davidson now serves as Executive Vice President of Blackbaud and President of EverFi. Prior to founding EverFi, Inc., Mr. Davidson was a venture capitalist at Village Ventures from 2007-2009 with a focus on early-stage technology companies in the education and social media spaces. From 1994 to 2000, Mr. Davidson served three terms in the Maine House of Representatives where he served as Chairman of the Utilities and Energy Committee and was a senior member of the Taxation Committee, the Banking and Insurance Committee and the Business and Economic Development Committee. Mr. Davidson previously served on the board of the DC Public Education Fund. | Relevant Expertise Mr. Davidson brings technology expertise, executive management and government affairs experience to our Board of Directors. Other Public Company Boards None. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Mark Ernst Managing Partner of Bellevue Capital LLC Director since: 2022 Age: 65 | | | Committees: • Compensation Committee | Biography Mr. Ernst has served as the Managing Partner of Bellevue Capital LLC, a private investment firm, since May 2018. Prior to joining Bellevue, Mr. Ernst served as Executive Vice President and Chief Operating Officer at Fiserv, Inc., a financial services technology company, from January 2011 to April 2018, where he had oversight responsibility for the major operating businesses and support organizations of the enterprise, with a focus on enterprise-wide quality improvement and product management efforts. Mr. Ernst previously served as Deputy Commissioner at the Internal Revenue Service from January 2009 to November 2010. Mr. Ernst served in various executive roles at H&R Block, Inc., including as Chairman, President and Chief Executive Officer from 2001 to 2007 and as Chief Operating Officer from 1998 to 2000. Prior to joining H&R Block, Mr. Ernst served in various executive roles at American Express Company. Mr. Ernst currently serves as the Chairman of the board of directors of the Financial Health Network, a consumer-focused financial services advocacy organization and is a director and officer of the Ernst Family Foundation. Mr. Ernst previously served on the boards of Avantax, Inc. (formerly known as Blucora, Inc. and formerly NASDAQ: AVTA), Fidelity National Information Systems, Inc. (NYSE: FIS), Great Plains Energy Incorporated (now Evergy NASDAQ: EVRG), Knight-Ridder Inc. (formerly NYSE: KRI) and SAIA, Inc. (NASDAQ: SAIA). Mr. Ernst received Bachelors’ degrees in finance and accounting from Drake University, where he is a member of the Board of Trustees, and an M.B.A. From the University of Chicago Booth School of Business, where he has served on its Advisory Board. | Relevant Expertise Mr. Ernst brings extensive relevant industry and executive experience and knowledge to the Board, having spent over 30 years in the financial services industry, including financial product management, operational, capital allocation and strategy development experience. Mr. Ernst also has significant experience leading merger and acquisition processes. Other Public Company Boards None. | | | Robin Henderson Senior Director, Private Capital Group, of RXR Realty Director since: 2014 Age: 54 | | | Committees: • Nominating and Corporate Governance Committee • Audit Committee | Biography Ms. Henderson is Senior Director, Private Capital Group, of RXR Realty, which manages commercial real estate properties and investments with an aggregate gross asset value of approximately $20.8 billion, comprising approximately 26.5 million square feet of commercial properties, inclusive of a multi-family residential portfolio of approximately 7,100 units under operation or development. Ms. Henderson joined RXR in February 2010. She is responsible for sourcing institutional capital for both the company’s asset level joint ventures and discretionary funds. Since joining RXR, Ms. Henderson has led the effort in raising approximately $9 billion of equity. From May 1998 to December 2009, Ms. Henderson was with Wachovia Securities, ultimately serving as Vice President within Real Estate Corporate Finance with a focus in Real Estate Private Equity. | Relevant Expertise Ms. Henderson brings to our Board of Directors extensive real estate industry, finance and capital markets experience. Ms. Henderson also provides our Board of Directors with extensive executive and management experience. Other Public Company Boards None. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Douglas Lebda Chairman and Chief Executive Officer of LendingTree, Inc. Director since: 2008 Age: 54 | | | Committees: • Transactions Committee (Chair) | Biography Mr. Lebda is our Chairman, Chief Executive Officer and a member of our Board of Directors and has served in such capacities since January 2008, when the Company was spun-off from IAC/InterActiveCorp. Previously, Mr. Lebda served as President and Chief Operating Officer of IAC/InterActiveCorp from January 2006 to August 2008. Prior to that, Mr. Lebda served as Chief Executive Officer, President and Chairman of the Board of Directors of LendingTree, LLC, which he founded in June 1996. Before founding LendingTree, Mr. Lebda worked as an auditor and consultant for PricewaterhouseCoopers. | Relevant Expertise Mr. Lebda, as the founder of LendingTree, LLC, provides our Board of Directors with a vital understanding and appreciation of the Company’s business and history. His experience as Chief Operating Officer of IAC/InterActiveCorp, a large conglomerate of Internet companies, as well as his financial and accounting expertise, also qualify him to serve on our Board of Directors. Mr. Lebda also brings to our Board of Directors a valuable understanding of the role played by directors of publicly-held companies due to his prior service on the board of Eastman Kodak Company. Other Public Company Boards None. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Steve Ozonian Chief Executive Officer of the Williston Financial Group Director since: 2011 Age: 68 | | | Committees: • Audit Committee (Chair) • Compensation Committee (Chair) | Biography Mr. Ozonian currently serves as CEO of the Williston Financial Group and serves on its Board of Directors. He previously served as a member of our Board of Directors from August 2008 to November 2010. He resigned from the Board of Directors effective November 1, 2010 to join our company as Chief Executive Officer of its proprietary full service real estate brokerage business known as RealEstate.com, REALTORS®. In March 2011, we announced that we had finalized a plan to close all of the field offices of RealEstate.com and Mr. Ozonian resigned from his position as Chief Executive Officer of the division. Prior to his employment at our company, Mr. Ozonian served as the Chairman of the Board of Directors of Global Mobility Solutions, a global provider of human resources and real estate services. Mr. Ozonian has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential’s real estate and related businesses, CEO of Realtor.com and National Homeownership Executive for Bank of America. Mr. Ozonian is a member of the Board of Directors of loanDepot, Inc. (NYSE: LDI), a non-bank provider of direct consumer loans in the United States, Attom Data, a real estate data services company, and Inside Real Estate, a real estate software services provider to the residential real estate industry. | Relevant Expertise Mr. Ozonian provides our Board of Directors with valuable large public company leadership experience and mergers and acquisitions expertise. He has significant executive experience and a deep understanding of the functions of a board of directors acquired through service as chairman of other corporate boards. Other Public Company Boards loanDepot, Inc. (NYSE: LDI). | | | Diego Rodriguez Technology Leader and Former Chief Product Officer, Intuit Director since: 2022 Age: 54 | | | Committees: • Transactions Committee | Biography From 2017 to 2021, Mr. Rodriguez served as the Executive Vice President, Chief Product and Design Officer at Intuit, Inc. Prior to joining Intuit, Mr. Rodriguez served as the Global Managing Director and other various roles at IDEO LP from 2004 to 2017. As Global Managing Director of IDEO Futures he managed the creation of growth ventures, and funded and incubated a portfolio of external startups. At the start of his career Mr. Rodriguez developed leading-edge products as an engineer at HP and IDEO, and later marketed the pioneering online version of QuickBooks. He holds multiple patents. Mr. Rodriguez served on the Harvard University Board of Overseers from May 2018 to May 2020, and as an Entrepreneur-in-Residence at Harvard Business School from August 2011 to July 2015. He is also a founding faculty member of the Hasso Plattner Institute of Design at Stanford University serving from November 2005 to June 2015. Mr. Rodriguez is currently a Global Advisor to Harvard Business School. Mr. Rodriguez was previously on the board of EngageSmart, Inc. (formerly NYSE: ESMT). | Relevant Expertise Mr. Rodriguez brings extensive executive experience at a technology company and in the fintech space, product management and development, and growth venture experience to our Board of Directors. Other Public Company Boards None. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Saras Sarasvathy Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business Director since: 2015 Age: 64 | | | Committees: • Nominating and Corporate Governance Committee | Biography Ms. Sarasvathy is the Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business. Her research focuses on high performance entrepreneurship ranging from starting and growing new ventures to creating and fostering high value partnerships that result in enduring and innovative businesses. Ms. Sarasvathy has also worked with thousands of entrepreneurs around the world and has helped train hundreds of entrepreneurship educators and growth-oriented service providers. | Relevant Expertise Through her research and practical experience co-founding five ventures of her own, Ms. Sarasvathy brings to our company valuable insights and best practices for the development of new products and a global understanding of innovative funding mechanisms. Other Public Company Boards None. | | | G. Kennedy Thompson Former Partner of Aquiline Capital Partners Director since: 2017 Age: 73 | | | Committees: • Audit Committee • Compensation Committee • Transactions Committee | Biography Mr. Thompson was a partner of Aquiline Capital Partners, a New York based private equity firm, from 2009 until his retirement in April 2018. From 1999 to 2008, Mr. Thompson was President and Chief Executive Officer of Wachovia Corporation. Mr. Thompson served in numerous industry leadership positions including Chairman of the Clearing House, Chairman of the Financial Services Roundtable, Chairman of the Financial Services Forum and President of the Federal Advisory Council of the Federal Reserve Board. Mr. Thompson serves on the Board of Directors of Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NYSE: IIIN). | Relevant Expertise Mr. Thompson brings extensive financial services expertise, public company leadership experience and executive management experience to our Board of Directors. Other Public Company Boards Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NYSE: IIIN). |
ELECTION MECHANICS
| Director Compensation |
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation The following table describes the components of our fiscal 2023 director compensation program. Each element of the compensation is pro-rated for the director’s period of service during the year.
2023 Non-Employee Director Compensation
| Compensation Element | Amount ($) | | Annual Cash Retainer | 50,000 | | Annual Equity Retainer(1) | 83,720 | | Additional Fee for Lead Independent Director | 35,000 | | Additional Fee for Committee Chairs | 25,000 – Audit Committee 20,000 – Compensation Committee 13,000 – Nominating and Corporate Governance Committee | | Additional Fee for Committee Members (Excluding the Committee Chairs) | 10,000 – Audit Committee 10,000 – Compensation Committee 10,000 – Nominating and Corporate Governance Committee 2,500 – Transactions Committee(2) |
2023 Non-Employee Director Compensation
| (1) Each Director was provided the annual equity retainer in the form of restricted stock units (“RSUs”). |
2023 Non-Employee Director Compensation
| (2) All members of the Transactions Committee receive the same amount of additional fee. |
2023 Non-Employee Director Compensation
Each director received an annual equity retainer grant of 4,000 RSUs in 2023. The 2023 annual equity retainer grants will vest on the earliest of: the date of our 2024 annual meeting of stockholders, the first anniversary of the grant date, a change in control of LendingTree, and the director’s death or disability. In addition, our non-employee directors may elect to defer portions of their compensation from Board services pursuant to our nonqualified deferred compensation plan, which permits payment of portions of the directors’ cash or equity compensation until a specified time in the future. Each of our non-employee director’s total compensation in any calendar year is subject to a limit of $640,000, with the value of any equity-based compensation based on the aggregate grant date fair market value of the underlying awards. Any compensation that is deferred will be counted toward this total compensation limit in the calendar year in which the compensation is vested, and not in any later calendar year when it is paid to the non-employee director. In addition to the compensation elements described above, our non-employee directors are entitled to reimbursement of reasonable expenses incurred in connection with their attendance of Board or committee meetings. Director Stock Ownership Guideline In order to align the financial interests of our non-employee directors with those of our stockholders, our Board adopted a stock ownership guideline for non-employee directors in April 2018. The guideline is minimum ownership of five times the annual cash retainer. Non-employee directors are expected to accumulate the specified ownership within five years of the later of the adoption of the policy or joining the Board. If a non-employee director becomes subject to a higher ownership level due to an increase in annual retainer, then the director is expected to meet the higher ownership level within three years after such increase. Director Compensation Table The following table summarizes the fiscal 2023 compensation earned by each Board member, other than Mr. Lebda, whose compensation is described under “Executive Compensation Tables” on page 44 of this proxy statement. Mr. Lebda did not receive additional compensation for his services on the Board in fiscal 2023.
2023 Non-Employee Director Compensation
| Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Steven Ozonian | 130,000 | 83,720 | 213,720 | | Robin Henderson | 70,000 | 83,720 | 153,720 | | Saras Sarasvathy | 60,000 | 83,720 | 143,720 | | Thomas M. Davidson, Jr. | 65,500 | 83,720 | 149,220 | | G. Kennedy Thompson | 72,500 | 83,720 | 156,220 | | Gabe Dalporto | 52,500 | 108,719 | 161,219 | | Mark Ernst | 60,000 | 83,720 | 143,720 | | Diego Rodriguez | 52,500 | 83,720 | 136,220 |
2023 Non-Employee Director Compensation
| (1) Amounts shown include payment of board membership annual cash retainer, additional fees for lead independent director, additional fees for committee chairs and members. |
2023 Non-Employee Director Compensation
| (2) These amounts represent the dollar amounts of the aggregate grant date value, computed in accordance with FASB ASC Topic 718, Stock Compensation, of the RSUs granted to the directors during fiscal 2023. Generally, the grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. For additional information regarding the assumptions made in calculating these amounts, see Note 14 “Stock-Based Compensation” to our audited, consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 28, 2024. On June 21, 2023, each of Messrs. Davidson, Ozonian, Dalporto, Ernst and Rodriguez and Mses. Henderson and Sarasvathy received a grant of 4,000 restricted stock units. On June 21, 2023, the closing price of a share of our common stock on the Nasdaq Stock Market was $20.93. The restricted stock units granted to our non-employee directors on June 21, 2023 will vest on the earliest of the date of our 2024 annual meeting of stockholders, June 21, 2024, a change in control of the Company, and the applicable director’s death or disability. On December 20, 2023, Mr. Dalporto received a grant of 865 restricted stock units ($25,000 grant value) which will vest on December 20, 2024. The closing price of a share of our common stock on the Nasdaq Stock Market on December 20, 2023 was $28.90. |
2023 Non-Employee Director Compensation
Outstanding Equity Awards for Directors at Fiscal Year-End 2023 The following table provides information on the outstanding equity awards held by our directors, other than Mr. Lebda, as of December 31, 2023.
2023 Non-Employee Director Compensation
| Director Name | Aggregate Number of Options Outstanding at Fiscal Year End (#) | Options Granted During The Fiscal Year Ended December 31, 2023 | Aggregate Number of RSUs Outstanding at Fiscal Year End (#) | | Steven Ozonian | 6,779 | — | 4,000 | | Robin Henderson | 4,899 | — | 4,000 | | Saras Sarasvathy | 4,917 | — | 4,000 | | Thomas M. Davidson, Jr. | 3,932 | — | 4,000 | | G. Kennedy Thompson | 16,297 | — | 4,000 | | Gabe Dalporto(1) | 6,976 | — | 4,865 | | Mark Ernst | 2,285 | — | 4,000 | | Diego Rodriguez | 2,285 | — | 4,000 |
2023 Non-Employee Director Compensation
| (1) Mr. Dalporto received 865 RSUs ($25,000 grant value) as compensation relating to Mr. Dalporto’s involvement as a director advisor on several corporate projects. |
2023 Non-Employee Director Compensation
| PROPOSAL NO.2 Advisory Vote to Approve Executive Compensation |
2023 Non-Employee Director Compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to vote, on an advisory basis, to approve the executive compensation as reported in this proxy statement. We strive to establish a compensation program that attracts, motivates, rewards and retains the senior management talent required to achieve our corporate objectives and to increase long-term stockholder value. We urge you to read the “Compensation Discussion and Analysis” section of this proxy statement, which explains our pay-for-performance compensation philosophy, and the “Executive Compensation Tables” section, which contains tables and a narrative discussion about the specific compensation of our NEOs. We believe that our compensation program, policies and practices demonstrate our commitment to our pay-for-performance philosophy and our goal of aligning our NEOs’ interests with those of our stockholders. This proposal is advisory in nature and, therefore, is not binding upon our Board or our Compensation Committee. However, the Compensation Committee will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.
2023 Non-Employee Director Compensation
| | The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation. |
2023 Non-Employee Director Compensation
| Compensation Committee Report |
2023 Non-Employee Director Compensation
Set forth below is the “Compensation Discussion and Analysis,” which is a discussion of our executive compensation program written from the perspective of how we view and administer such program. The guiding philosophy of our compensation program is pay-for-performance. As a result, the majority of the compensation of our NEOs is variable, and at risk, and a significant portion of NEO compensation is tied to creation of long-term stockholder value in the form of equity awards. Given our role in providing guidance on executive compensation program design, administering the program and making specific compensation decisions for our executive officers, we participated in the preparation of the “Compensation Discussion and Analysis” and reviewed and discussed its contents with management. Based on the review and discussions, we unanimously recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each as filed with the SEC. Compensation Discussion and Analysis Table of Contents
2023 Non-Employee Director Compensation
| Executive Summary | 30 | | Compensation Philosophy and Objectives | 32 | | Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations | 32 | | Peer Group | 33 | | Compensation Governance | 35 | | Elements of Compensation | 36 | | Our Compensation Policies and Practices | 41 | | Risk Assessment of Compensation Programs | 41 | | Tax and Accounting Implications of Our Compensation Policies | 42 |
2023 Non-Employee Director Compensation
Executive Summary
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | 100% of the CEO’s long-term incentives granted in December 2020 (the “December 2020 CEO Grants”) pursuant to the 2020 CEO Employment Agreement (as defined below) were highly performance-based and none were earned during 2023: |
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | The December 2020 CEO Grants, which were described in previous proxy statements as a 2020 pay decision, reflect the entirety of our CEO’s long-term incentive compensation through December 2023. Our CEO was not granted any additional long-term incentive awards in 2021, 2022 or 2023. |
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | 30% of the December 2020 CEO Grants were stock options that had a 25% premium exercise price of $300 at the time of grant (closing price on 12/03/20 grant date was $239.47). |
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | 70% of the December 2020 CEO Grants were stock options that (a) had a 25% premium exercise price of $300 when granted, and (b) are only earned if there is future achievement of stock price increases between 81% and 191% above the share price on the date of grant. The current stock price is considerably lower than the grant price and these underwater premium priced options and stock price-contingent options were not amended in 2021, 2022 or 2023. |
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | The December 2020 CEO Grants have a truly long-term and performance-based orientation, as these awards do not fully vest for six years and have a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise. All remain underwater and/or unearned. |
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | Our CEO’s salary and bonus target have not increased since fiscal 2017, and our CEO’s salary did not increase in fiscal 2022 or 2023 and will not increase in fiscal 2024 based on the terms of the 2020 CEO Employment Agreement (as defined below). |
“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION
“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2023 Annual Meeting of Stockholders, a majority of voters voted for annual “say-on-pay” advisory votes on executive compensation. At the 2023 meeting, approximately 86% of the votes cast in the “say-on-pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2023 advisory vote, additional stockholder feedback, input from our independent compensation consultant, and the other factors and data discussed in the CD&A in determining executive compensation policies and decisions. Based on this evaluation, the Compensation Committee believes our executive compensation program aligns with our pay-for-performance compensation philosophy and Company strategy. We value the opinions of our stockholders and seek their input as part of our regular stockholder outreach efforts. We would like to sustain the stockholder support for our NEO compensation and will continue to engage in regular discussions with our principal unaffiliated stockholders regarding their views on executive compensation matters. We will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of the annual “say-on-pay” votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs. Compensation Philosophy and Objectives We want to attract, motivate and retain high-quality employees who reflect our values and will enable us to achieve our short- and long-term strategic goals. We operate in an environment where substantial competition exists for skilled employees. Our ability to attract, motivate and retain high-caliber individuals depends in large part on the compensation packages we offer. We believe that our executive compensation program should reflect our financial and operating performance by aligning delivered pay with actual performance. Our objective is to provide a target total compensation program that is competitive with similarly-sized US-based public companies in the industries with which we compete for executive talent. The Compensation Committee reviews benchmark data for the individual and for the group as a whole but does not target a specific benchmark level for the NEO group. Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations
ROLE OF THE COMPENSATION COMMITTEE
| ☐ | the annual base salaries and annual or long-term incentive opportunities of our executive officers; |
ROLE OF THE COMPENSATION COMMITTEE
| ☐ | any employment agreements, severance arrangements or change-in-control agreements affecting the executive officers; |
ROLE OF THE COMPENSATION COMMITTEE
| ☐ | our compensation benchmarking process and the peer group we use for comparison purposes to ensure reasonableness and competitiveness of our compensation practices. |
ROLE OF COMPENSATION CONSULTANTS
ROLE OF COMPENSATION CONSULTANTS Under its charter, the Compensation Committee has the authority to retain independent compensation consultants to assist it in fulfilling its responsibilities. During fiscal 2023, the Compensation Committee engaged FW Cook as its independent compensation consultant. The executive compensation consulting services provided by FW Cook included:
ROLE OF COMPENSATION CONSULTANTS
| ☐ | supporting the Compensation Committee to ensure our executive compensation program is competitive and aligns the interests of our executives with those of our stockholders; |
ROLE OF COMPENSATION CONSULTANTS
| ☐ | attending Compensation Committee meetings, including, at the Committee’s request, any executive sessions; |
ROLE OF COMPENSATION CONSULTANTS
| ☐ | providing independent advice on current trends and best practices in executive compensation design and program alternatives; |
ROLE OF COMPENSATION CONSULTANTS
| ☐ | assisting with planning the executive and non-executive equity award grant rate and utilization of the stockholder approved stock plan. |
ROLE OF COMPENSATION CONSULTANTS
| ☐ | advising on our compensation plans and practices to improve their effectiveness; and |
ROLE OF COMPENSATION CONSULTANTS
| ☐ | assisting the Compensation Committee to determine our peer group as described below under “Peer Group” below. |
ROLE OF COMPENSATION CONSULTANTS
During fiscal 2023, FW Cook reported directly to our Compensation Committee and performed the services described above on behalf of the Compensation Committee while interacting with our management in the course of performing those services. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules and the committee’s charter and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.
ROLE OF MANAGEMENT IN COMPENSATION DECISIONS
ROLE OF MANAGEMENT IN COMPENSATION DECISIONS The Compensation Committee also received support from certain executives in analyzing and establishing LendingTree’s compensation programs for fiscal 2023. Members of LendingTree’s management and staff, including the Chief Human Resources Officer, members of her staff and internal LendingTree counsel, attended a portion of each meeting of the Compensation Committee. Mr. Lebda, our Chairman and CEO, together with F.W. Cook, provided recommendations to the Compensation Committee regarding the cash and equity compensation for members of the executive team of our Company (including those executives who are NEOs) other than himself. Mr. Lebda also provided recommendations to the Compensation Committee on succession planning, organizational development and the use of incentive compensation to drive our growth and profitability. In determining compensation for other NEOs, the Compensation Committee considered Mr. Lebda’s recommendations. The Compensation Committee determined the compensation for Mr. Lebda after obtaining information and input from FW Cook and conferring with the Board without Mr. Lebda present. In all cases, although the Compensation Committee received advice and recommendations, the Compensation Committee is solely responsible for making the final decisions on the compensation for the NEOs. Peer Group The Compensation Committee regularly evaluates the compensation of our NEOs against the compensation of the NEOs at comparable companies. During fiscal 2022, the Compensation Committee worked with FW Cook to update the peer group companies used for assessing our executive compensation program, which assessment occurred in July 2022. The compensation data from the peer group identified during this July 2022 assessment was utilized for compensation decisions in the first quarter of 2023 (the “2023 Peer Group”). The Compensation Committee re-evaluated the peer group again in July 2023; however, the group identified during such assessment only took effect and was used with respect to compensation decisions for 2024 (the “2024 Peer Group”). The Compensation Committee applied the following objective criteria to select the 2023 Peer Group:
ROLE OF MANAGEMENT IN COMPENSATION DECISIONS
| Criteria for Peer Group | General Characteristics | | Size | Market capitalization between 0.25x and 4x to LendingTree’s size. | | Industry | Software and services, internet retail, interactive media and services, consumer finance, real estate services and/or research or consulting services, with focus on technology-enabled financial services and online marketplace. | | Data availability | IPO prior to 2020 to ensure at least two years of disclosed public company pay practices. |
ROLE OF MANAGEMENT IN COMPENSATION DECISIONS
Using these criteria, FW Cook recommended, and the Compensation Committee approved, the 18 companies below as our peer group, effective July 2022, which was used as the peer group for context when compensation decisions occurred in early 2023. We believe the 2023 Peer Group companies had similar business models (many are marketplace businesses), had a particular focus on providing consumers with additional access to goods and services through technology, and were the types of companies with which we competed for employee talent, particularly executive talent.
2023 Peer Group
2023 Peer Group
2023 Peer Group
| Angi | Eventbrite | Q2 Holdings | Stitch Fix | | Atlanticus | EverQuote | Quotient | Trip Advisor | | Bread Financial (formerly Alliance Data Systems) | Groupon | Redfin | Yelp | | CarGurus | Momentive Global | Sabre | | | Envestnet | Overstock.com | Shutterstock | |
2023 Peer Group
The 2024 Peer Group consists of the 23 companies listed below. Momentive Global was removed as a result of its acquisition. The following new companies were added to the 2024 Peer Group: Enova, OpenLane, Cars.com, LendingClub, Nerdwallet, and Liquidity Services. We used the 2024 Peer Group to develop our compensation program for 2024.
2024 Peer Group
2024 Peer Group
2024 Peer Group
| Angi | Envestnet | Nerdwallet | Sabre | | Atlanticus | Eventbrite | OpenLane | Shutterstock | | Bread Financial (formerly Alliance Data Systems) | EverQuote | Overstock.com | Stitch Fix | | CarGurus | Groupon | Quotient Technology | Tripadvisor | | Cars.com | LendingClub | Q2 | Yelp | | Enova | Liquidity Services | Redfin | |
2024 Peer Group
Compensation Governance We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy.
2024 Peer Group
| What we do | What we don’t do | | ✔ Maintain stock ownership guidelines for our CEO (6x base salary) and our other NEOs (1.5-3x base salary). ✔ Maintain compensation recovery policies covering the time- and performance-based cash and equity incentive compensation paid to our executive officers. ✔ Expressly prohibit payment of dividends on unvested equity awards. ✔ Tie a significant portion of named executive officers’ (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation. ✔ Grant performance-based equity incentive awards to our CEO with challenging performance hurdles. ✔ Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors. ✔ Maintain stock ownership guidelines of 5x annual retainer for our independent directors. | × No excise tax gross-up. × No supplemental company paid retirement benefits. × No repricing of stock options without stockholder approval. × No granting of discounted or reload stock options. × No guaranteed annual salary increases or bonuses. × Did not provide a CEO long-term equity award sooner than the intended front-load period that ended at the end of 2023 (excludes RSUs granted to Mr. Lebda as payment in lieu of cash bonuses), nor provide a salary increase during that period. |
2024 Peer Group
Elements of Compensation The three primary elements of our executive compensation structure are base salary, annual incentives (bonus program), and long-term incentives (equity award program). In 2023, the combination of salary, bonus, equity value, and other compensation reported in the Summary Compensation Table resulted in lower compensation than 2022 for all of our NEOs except for our CEO, and total compensation that was below the peer group median for all NEOs. The following describes the objectives and policies underlying each of the elements of our executive compensation program.
ANNUAL INCENTIVES
ANNUAL INCENTIVES Overview. We believe that our NEOs, as leaders of our key division-level business units and corporate functions, have the ability to directly influence our performance. As a result, annual incentives for our NEOs are tied to our financial performance. Our executive officers, including our NEOs, participate in an annual bonus plan. Each participant in the plan is eligible to earn an annual bonus with a target amount equal to a specified percentage of his or her base salary. Prior to 2020, our annual incentive awards were paid in cash. In 2020, 2021 and 2022, as a means to conserve cash, our annual incentive award programs were comprised of equity grants in lieu of cash bonuses if objectives were met. Our NEOs did not earn a bonus for fiscal 2022. In 2023, we returned to a cash incentive plan. 2023 Bonus Program. In 2023, we maintained an annual bonus program for our NEOs based on our corporate-level adjusted EBITDA performance (“AEBITDA”), as further described below (the “2023 Bonus Program”). The 2023 Bonus Program was tied to achievement of corporate AEBITDA goals because AEBITDA is viewed as a valuable measure for business performance in the control of the officers because it naturally includes a requirement to both generate revenue and control costs. The AEBITDA funding schedule for bonuses under the 2023 Bonus Program was:
ANNUAL INCENTIVES
| AEBITDA ($’s) | AEBITDA % Goal | % Target Bonus Earned | Bonus Pool Payout | | $135,000,000 | 125% | 125% | $21,250,000 | | $129,600,000 | 120% | 120% | $20,400,000 | | $124,200,000 | 115% | 115% | $19,550,000 | | $118,800,000 | 110% | 110% | $18,700,000 | | $113,400,000 | 105% | 105% | $17,850,000 | | $108,000,000 | 100% | 100% | $17,000,000 | | $102,600,000 | 95% | 90% | $15,300,000 | | $97,200,000 | 90% | 80% | $13,600,000 | | $91,800,000 | 85% | 70% | $11,900,000 | | $86,400,000 | 80% | 60% | $10,200,000 | | $81,000,000 | 75% | 50% | $8,500,000 | | <$81,000,000 | <75% | * | * | | Linear interpolation for performance between points shown. | | | |
ANNUAL INCENTIVES
| *The Compensation Committee may provide for discretionary bonus pool funding if AEBITDA threshold is below 75% |
ANNUAL INCENTIVES
Target bonus opportunities remained at the same percentage of base salary under the 2023 Bonus Program as were used under the fiscal 2022 annual bonus program, and were the following:
ANNUAL INCENTIVES
| Name | Salary ($) | Target Bonus as a Percent of Salary (%) | Target Bonus ($) | | Mr. Lebda | $750,000 | 125% | $937,500 | | Mr. Ziegler | $400,000 | 50% | $200,000 | | Mr. Peyree | $460,000 | 75% | $345,000 | | Mr. Totman | $400,000 | 60% | $240,000 | | Ms. Olmstead | $400,000 | 60% | $240,000 | | Mr. Moriarty | $460,000 | 75% | $345,000 |
ANNUAL INCENTIVES
The 2023 results were evaluated by the Committee in early 2024 to determine whether annual cash incentive awards were earned under the 2023 Bonus Program. The AEBITDA goal for fiscal 2023 was $108M and the threshold AEBITDA was $81M, with any bonus pool funding below the AEBITDA threshold at the discretion of the Committee. The Company achieved pre-bonus payout AEBITDA of $86.5M in 2023. This was the result of a strong Q4 performance that generated momentum for 2024. The Committee thoughtfully evaluated 2023 AEBITDA, the upward Q4 performance trend, achievement of significant Company cost savings initiatives, the competitive environment, retention needs, limited prior cash bonus awards (including no NEO bonuses in the prior year), and the need to control costs. The Committee used its business judgment and determined that it was in the best interest of the Company and its stockholders to fund the 2023 bonus pool at 50% of target, which had a cost of approximately $8M for the entire Company. The $8M bonus pool, from which all employees, including NEOs, were awarded a bonus, reduced the AEBITDA for fiscal 2023 from $86.5M before payment of bonuses to $78.5M after the payment of bonuses. This reduction below the $81M AEBITDA bonus funding threshold was the result of funding the entire Company's bonus plan at 50% target, which was viewed as an acceptable $2.5M bonus cost below the $81M AEBITDA threshold in light of the progress and achievements of 2023. Had the bonus pool for the entire Company been limited to $5.5M (which would have funded a company-wide bonus pool of approximately 35% of target bonus), rather than the $8M actually paid to fund 50% of the target bonus pool company-wide, then the official threshold AEBITDA of $81M would have been achieved. The additional $2.5M of bonus cost for the Company was viewed as critical to retain and motivate the talent needed to drive performance in 2024, particularly in light of limited NEO cash bonuses over the prior three years. See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES The Compensation Committee is responsible for, among other things, evaluating and approving all compensation plans, policies and programs of LendingTree as they affect our executive officers. Specifically, the Compensation Committee reviews and approves annual or long-term incentive opportunities of our executive officers. The largest component over time of our NEOs’ direct compensation is long-term incentives that provide alignment with our stockholders in the form of equity participation. The primary purpose of granting equity awards is to link our NEOs’ financial success to that of our stockholders, with the value of the equity awards increasing only as our stock price increases, and to promote long-term value creation. The majority of our employees, including our NEOs (other than the CEO), were eligible to receive a long-term equity grant in 2023. In 2023, Messrs. Moriarty, Peyree, Totman and Ziegler and Ms. Olmstead, were granted awards. The Compensation Committee determined the value of the 2023 long-term equity grant for each NEO, and such award was granted in RSUs. The grant value was set lower than the grant value in the prior year in light of the stock price at the time and was also below the peer group median. The awards were granted as RSUs to ensure the greatest amount of retention from vesting and direct alignment with shareholders. The RSU awards vest over a three-year period with 50% vesting on the first anniversary of the grant date and 25% vesting on the second and third anniversaries. Our CEO was not granted a long-term incentive equity award in 2023, consistent with the 2020 CEO Employment Agreement (defined below) entered into at the time of the multi-year December 2020 CEO Grants.
CEO’S PRIOR LONG-TERM INCENTIVE AWARDS
CEO’S PRIOR LONG-TERM INCENTIVE AWARDS Previous Awards Granted under the 2020 CEO Employment Agreement. The December 2020 CEO Grants were granted on December 3, 2020 and were for Mr. Lebda’s service to us for fiscal 2021, 2022 and 2023. Mr. Lebda was not eligible for any additional long-term incentive awards during this period. As a result of the December 2020 CEO Grant to Mr. Lebda, there were no additional long-term equity awards provided during 2023. The December 2020 CEO Grants were performance-based, with a 25% premium exercise price to ensure no realizable long-term incentive value unless share price increased by at least 25% above the price on the date of grant of December 3, 2020. 70% of the December 2020 CEO Grants were in the form of performance-based premium stock options (“Performance-Based CEO Options”) and the remaining 30% of the December 2020 CEO Grants were in the form of time-based premium stock options (“Time-Based CEO Options”). Both the Performance-Based Options and the Time-Based Options were granted with a premium exercise price of $300, which as mentioned above, was 25% higher than our closing stock price of $239.47 on the date of grant in 2020, so Mr. Lebda would not realize any value on these options unless our stock price increased by more than 25% after grant. Furthermore, it requires a much greater increase to earn value from these Time-Based CEO Options and the Performance-Based CEO Options awards in light of the current stock price of $35.30 as of April 15, 2024). The Performance-Based CEO Options are earned upon achievement of the challenging stock price hurdles. There is linear interpolation between each point, with performance measured using our VWAP for the final 30 trading days in each fiscal quarter commencing with the first fiscal quarter of 2021 through the first fiscal quarter of 2025.
CEO’S PRIOR LONG-TERM INCENTIVE AWARDS
| | | Stock Price Growth | | | | | | No. Options | Price Hurdle | Price Increase from Grant | Equivalent 4.25- Year CAGR | Options Earned (% Target) | | Maximum | 363,464 | $696.04 | 191% | 29% | 167% | | Target | 217,643 | $563.73 | 135% | 22% | 100% | | Threshold | 71,822 | $432.70 | 81% | 15% | 33% |
CEO’S PRIOR LONG-TERM INCENTIVE AWARDS
All Performance-Based CEO Options that are earned for stock price growth vest as to one third of earned on December 31st of 2024, 2025, and 2026. Any incremental performance options earned for the quarter ended March 31, 2025 vest 1/3 immediately upon certification and then 1/3 on December 31st of each of 2025, and 2026. The Time-Based CEO Options, which had a premium exercise price that was 25% higher than our closing stock price on the date of grant and vest in six equal installments based on Mr. Lebda’s continued employment or service to us through December 31 of each of 2021 through 2026. These options are all underwater at the current stock price. Both the Performance-Based CEO Options and the Time-Based CEO Options have a two-year holding requirement applied to net after-tax shares received by Mr. Lebda in connection with his exercise to ensure that there is long-term ownership and to reduce the ability to use short-term market volatility for profit. All of these options are currently underwater as of April 15, 2024. None of the Performance-Based CEO Options have been earned because the minimum performance threshold has not been achieved since grant and the Time-Based CEO Options are currently underwater, which the Company views as a performance-based interim outcome. We did not modify the December 2020 CEO Grant’s performance conditions or make another grant to Mr. Lebda prior to the end of fiscal 2023.
2020 CEO EMPLOYMENT AGREEMENT
2020 CEO EMPLOYMENT AGREEMENT On November 30, 2020, the Company entered into a new employment agreement with Mr. Lebda to secure his employment as Chairman and CEO through December 31, 2023, and obtain a long-term commitment from him for his continued leadership in light of his status as the founder and his performance since 1996 (the “2020 CEO Employment Agreement”), which was effective December 1, 2020. The 2020 CEO Employment Agreement superseded and replaced a 2017 employment agreement, which would have expired on January 9, 2021 (the “2017 CEO Employment Agreement”). The 2020 CEO Employment Agreement was amended, effective December 29, 2023, to extend Mr. Lebda’s term of service under such agreement, through December 31, 2024. The 2020 CEO Employment Agreement was again amended on February 16, 2024, to provide that: (i) in lieu of receiving cash payments in respect of Mr. Lebda’s base salary, Mr. Lebda has the opportunity to elect, in his sole discretion, for each pay period (or for each year of the term of Mr. Lebda’s employment, in the case of the annual bonus), to invest all or a portion of such base salary or annual bonus actually payable, after taking into account amounts withheld from such payment, for the purchase of our common stock from us at a purchase price equal to the Market Value (as such term is used in Nasdaq Marketplace Rule 5635(c)(2)) at the time that such amount would otherwise be paid to Mr. Lebda, and (ii) for purposes of the definition of “Good Reason”, it shall not be considered a material adverse change to Mr. Lebda’s title, duties, operational authorities, or reporting responsibilities if Mr. Lebda ceases to be our chief executive officer so long as Mr. Lebda remains Chairman of the Board of Directors. Under the 2020 CEO Employment Agreement, Mr. Lebda has the same salary ($750,000) and target annual incentive opportunity (125% of base salary) as under the 2017 CEO Employment Agreement. The 2020 CEO Employment Agreement is designed to be long-term focused. Under the 2020 CEO Employment Agreement, Mr. Lebda’s employment may be terminated at any time. If Mr. Lebda’s employment is terminated by the Company without cause or Mr. Lebda resigns for specified good reason, as each such concept was described in the employment agreement, then he will receive the same severance benefits to which he was entitled under the 2017 employment agreement (described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 52). In addition, with respect to the Performance-Based CEO Options, he will vest in the portion of the options that were earned for performance through the termination date, with incremental accelerated vesting for the remaining portion of the options based on our stock price performance for the final 30 trading days prior to Mr. Lebda’s termination. With respect to the Time-Based CEO Options, he will receive two years of accelerated and additional vesting. Any equity awards held by Mr. Lebda other than the Performance-Based CEO Options and the Time-Based CEO Options will continue to be treated in the same manner as they would have been treated under the 2017 employment agreement. As part of the 2020 CEO Employment Agreement, Mr. Lebda may not compete with our business or solicit our employees and customers during the term of his employment and for two years following the termination of his employment for any reason. Mr. Lebda’s resulting annualized target total direct compensation under the 2020 CEO Employment Agreement is calculated as follows:
2020 CEO EMPLOYMENT AGREEMENT
| | CEO Target Total Direct Compensation under 2020 CEO Employment Agreement | | | | | Pay Element | 2021 | 2022 | 2023 | 2021-2023 Avg. | | Salary | $750,000 | $750,000 | $750,000 | $750,000 | | Target Bonus | $937,500 | $937,500 | $937,500 | $937,500 | | Target Total Cash | $1,687,500 | $1,687,500 | $1,687,500 | $1,687,500 | | Performance-Based CEO Options | $29,999,911* | $0 | $0 | $9,999,970 | | Time-Based CEO Options | $12,899,933* | $0 | $0 | $4,299,978 | | Total Long-Term Incentive Awards | $42,899,844 | $0 | $0 | $14,299,948 | | Target Total Direct Compensation | $44,587,344 | $1,687,500 | $1,687,500 | $15,987,448 |
2020 CEO EMPLOYMENT AGREEMENT
* Awards were granted on December 3, 2020 as premium options and performance options; they are intended to cover Mr. Lebda’s service in fiscal 2021, 2022 and 2023.
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS We provide group life insurance, health and dental care insurance, short-term and long-term disability insurance, 401(k) plan matching contributions and similar benefits to all employees, including our NEOs. These benefits do not discriminate in scope, terms or operations in favor of the NEOs. Mr. Ziegler, Mr. Peyree, Ms. Olmstead and Mr. Totman have each entered into a participation agreement that entitles them to be eligible to receive severance under our Executive Severance Plan. Pursuant to the terms of the Executive Severance Plan, Messrs. Ziegler, Peyree and Totman, and Ms. Olmstead are entitled to specified severance payments and benefits upon an involuntary termination of their employment or in connection with an involuntary termination of their employment within 12 months of a change in control. Mr. Moriarty was a participant in the Executive Severance Plan and received severance benefits under the Executive Severance Plan upon his departure from the Company. Receipt of these severance payments and benefits, which are described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 52, is conditioned on the NEO providing a release of claims. The Company provides limited perquisites to its NEOs, such as remote communication expenses and cell phones. Our Compensation Policies and Practices
Mark Ernst
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Douglas Lebda | 2023 | 750,000 | — | — | 468,750 | 12,058 | 1,230,808 | | Chairman and | 2022 | 750,000 | — | — | — | 236,490 | 986,490 | | Chief Executive Officer | 2021 | 750,000 | 609,393 | — | — | 10,420 | 1,369,813 | | Trent Ziegler | 2023 | 395,192 | 412,500 | — | 100,000 | 9,900 | 917,592 | | Chief Financial Officer | 2022 | 365,385 | 500,087 | 486,384 | — | 9,150 | 1,361,006 | | | 2021 | 276,080 | 562,177 | 362,943 | — | 8,688 | 1,209,888 | | Scott Peyree President, | 2023 | 458,611 | 907,500 | — | 172,500 | 6,879 | 1,545,490 | | LendingTree Marketplace and Chief Operating Officer | 2022 | 460,000 | 1,916,048 | 1,216,017 | — | 6,840 | 3,598,905 | | | 2021 | 455,988 | 3,224,349 | — | — | 6,840 | 3,687,177 | | Scott Totman (1) Chief Technology Officer | 2023 | 400,000 | 412,500 | — | 120,000 | 9,900 | 942,400 | | | 2022 | 395,192 | 875,011 | 851,229 | — | 9,150 | 2,130,582 | | Jill Olmstead (2) Chief | 2023 | 400,000 | 495,000 | — | 120,000 | 6,923 | 1,021,923 | | Human Resources Officer | 2022 | 395,192 | 800,026 | 778,260 | — | 6,317 | 1,979,795 | | | 2021 | 375,000 | 918,896 | 764,961 | — | 6,960 | 2,065,817 | | J.D. Moriarty (3) | 2023 | 284,846 | 726,000 | — | — | 349,515 | 1,360,361 | | Chief | 2022 | 454,231 | 1,916,048 | 1,216,017 | — | 1,488 | 3,587,784 | | Operating Officer | 2021 | 430,000 | 1,575,969 | 1,376,957 | — | 2,448 | 3,385,374 |
Mark Ernst
| (1) Equity awards were granted under our 2008 Stock Plan. Vesting of the equity awards is described in the table below under “Outstanding Equity Awards at Fiscal 2023 Year-End.” |
HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES
| CEO Total Compensation | $1,230,808 | | Median Employee Annual Total Compensation | $128,635 | | CEO to Median Employee Pay Ratio | 10:1 |
Pay Versus Performance
Pay Versus Performance As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($Millions) | CSM: Adjusted EBITDA ($Millions) (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $1,230,808 | $1,515,920 | $1,157,554 | $1,210,715 | $9.99 | $118.93 | ($122) | $78 | | 2022 | $986,490 | ($19,820,499) | $2,669,569 | ($122,097) | $7.03 | $81.50 | ($188) | $84 | | 2021 | $1,369,813 | ($148,452,518) | $2,444,037 | $191,542 | $40.40 | $134.41 | $69 | $135 | | 2020 | $52,023,140 | $30,876,980 | $2,052,741 | $1,416,532 | $90.23 | $137.32 | ($48) | $124 |
Pay Versus Performance
| (1) Our PEO for each year reported is Douglas Lebda, our Chief Executive Officer. The individuals comprising the Non-PEO NEOs for each reported year are listed below. |
Pay Versus Performance
| 2020 | 2021 | 2022 | 2023 | | Neil Salvage J.D. Moriarty Jill Olmstead Sushil Sharma | Trent Ziegler J.D. Moriarty Jill Olmstead Scott Peyree Neil Salvage | Trent Ziegler J.D. Moriarty Scott Peyree Scott Totman | Trent Ziegler Scott Peyree Scott Totman Jill Olmstead J.D. Moriarty |
Pay Versus Performance
| (2) “Compensation Actually Paid” (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
Pay Versus Performance
| | PEO(i)(ii) | | | | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total Compensation | $52,023,140 | $1,369,813 | $986,490 | $1,230,808 | | - Stock and Option Award Values Reported in SCT for the Covered Year | ($51,173,410) | ($609,893) | $0 | $0 | | + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $63,447,076 | $226,810 | $114,755 | $0 | | + Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | ($32,561,596) | ($144,913,228) | ($3,222,417) | $141,967 | | + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $0 | $0 | | + Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year | ($858,230) | ($4,526,020) | ($15,867,193) | $143,145 | | - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $0 | ($1,832,134) | $0 | | Compensation Actually Paid | $30,876,980 | ($148,452,518) | ($19,820,499) | $1,515,920 |
Pay Versus Performance
| | Average Non-PEO NEO(i)(ii) | | | | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total Compensation | $2,052,741 | $2,444,037 | $2,669,569 | $1,157,554 | | - Stock and Option Award Values Reported in SCT for the Covered Year | ($1,669,445) | ($1,678,067) | ($2,244,210) | ($590,700) | | + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $1,505,983 | $958,366 | $283,037 | $409,320 | | + Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | ($556,249) | ($789,088) | ($652,021) | $92,326 | | + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $0 | $53,680 | | + Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year | $83,503 | ($743,706) | ($178,472) | $109,885 | | - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $0 | $0 | ($21,350) | | Compensation Actually Paid | $1,416,532 | $191,542 | ($122,097) | $1,210,715 |
Pay Versus Performance
| i. | The fair value of performance share units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. |
Pay Versus Performance
| ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |
Pay Versus Performance
| (3) The peer group index is comprised of the Research Development Group (“RDG”) Internet Index, which is the industry line peer group reported in our 2023 Form 10-K. |
Pay Versus Performance
| (4) The Company Selected Measure (CSM) is Adjusted EBITDA. |
Pay Versus Performance
Most Important Metrics Used for Linking Pay and Performance: The most important metrics the Committee used to link executive compensation to performance in 2022 are listed below. These measures, along with others, impact compensation outcomes for the NEOs.
Pay Versus Performance
| Most Important Performance Measures | | Stock Price Adjusted EBITDA Revenue |
Pay Versus Performance
Compensation decisions are made each year taking into account a number of other factors, in addition to the metrics detailed above. Target pay levels are set based on individual performance, scope of responsibility, and an annual assessment of pay competitiveness within the market.