DEF 14A of LendingTree, Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015723
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 | TECHNOLOGY AND PRODUCT ADVISORY | TRANSACTIONS | | Gabriel Dalporto | 53 | 2017 | CEO of Guitar Center Holdings, Inc. | 0 | ● | | | | | ● | | Thomas M. Davidson, Jr. | 53 | 2017 | Founder and CEO of Holt Street Holdings | 0 | ● | | | C | ● | ● | | Mark Ernst | 66 | 2022 | Managing Partner of Bellevue Capital LLC, | 0 | ● | | ● | | | | | Robin Henderson | 55 | 2014 | Former Senior Director, Private Capital | 0 | ● | ● | | ● | | | | Douglas Lebda (Chairman of the Board of Directors) | 55 | 2008 | Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc. | 0 | | | | | | C | | Steven Ozonian (Lead Independent Director) | 69 | 2011 | CEO of the Williston Financial Group | 1 | ● | C | C | | | | | Diego Rodriguez | 55 | 2022 | Technology Leader and Former Chief Product Officer, Intuit | 1 | ● | | | | C | ● | | Saras Sarasvathy | 65 | 2015 | Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business | 0 | ● | | | ● | ● | | | G. Kennedy Thompson | 74 | 2017 | Former Partner of Aquiline Capital Partners | 2 | ● | ● | ● | | | ● | | | | | Number of meetings in fiscal 2024 | | | 4 | 5 | 3 | 0(2) | 4 |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| (1) “C” indicates a committee chair. | | (2) The Board of Directors made the Technology and Product Advisory Committee an official committee on October 30, 2024. |
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 | | ✔ | 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. | × | No repricing of stock options without stockholder approval. | | ✔ | Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors. | × | No granting of discounted or reload stock options. | | ✔ | Expressly prohibit payment of dividends on unvested equity awards. | × | No excise tax gross-up. | | ✔ | Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary). | × | No supplemental company paid retirement benefits. | | ✔ | Maintain a clawback policy in accordance with Dodd-Frank clawback rules. | | |
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 target bonus did not increase between 2017 and 2024. |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| - | Our CEO earned his bonus at 100% of target based on achievement of the challenging pre-established EBITDA goal in 2024, which was consistent with other NEOs (cash bonus for 2024 performance paid out in 2025). |
BOARD NOMINEES AND COMMITTEE MEMBERSHIPS
| • | The December 2020 CEO Grants were for the period 2020 through 2023, with a long-term and performance-based orientation, as these awards cannot fully vest for six years after granted and earned awards and include a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise. None of the 2020 awards were earned and all were forfeited in March 2025. Furthermore, the CEO was not provided any new equity awards until the start of 2024, which was after the intended front-load period ended. |
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 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 completed fiscal years (together with any interim stub fiscal year period(s) of less than nine 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 36. |
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 (the “Exchange Act”). 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 2024 Annual Report. 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 fiscal 2024, we paid total compensation of $395,181, 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 and SEO.
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. • 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 big 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 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. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| - | 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. The LendingTree Foundation and Corporate Philanthropy 2024 Recap. In 2024, 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 2024, LendingTree employees were heavily engaged in their local communities. Over 100 employees participated in our 2024 Rebuilding Together Week partnering with Rebuilding Together chapters in Charlotte, Denver and Seattle. Employees donated a total of $57,296 to a variety of nonprofit organizations, with the top giving categories being: Education, Human Services, and Arts Humanities. The Foundation matched $79,401 of employee donations, with $52,088 matched for donation dollars and $27,313 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 death or 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: 53 | | | 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. Founder and Chief Executive Officer of Holt Street Holdings Director since: 2017 Age: 53 | | | Committees: • Nominating and Corporate Governance Committee (Chair) • Technology and Product Advisory Committee • Transactions Committee | Biography Mr. Davidson is the founder and Chief Executive Officer of Holt Street Holdings. Prior to this, he was 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 2008 to December 2021. EverFi was purchased by Blackbaud, Inc. in December of 2021 for $750 million and Mr. Davidson served as the Executive Vice President of Blackbaud and President of EverFi until September 2024. EverFi, Inc. was sold by Blackbaud in December 2024. Prior to founding EverFi, Inc., Mr. Davidson was a venture capitalist at Village Ventures from 2007 to 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. | | | Mark Ernst Managing Partner of Bellevue Capital LLC Director since: 2022 Age: 66 | | | 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 previously served 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. |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
| | Robin Henderson Former Senior Director, Private Capital of RXR Realty Director since: 2014 Age: 55 | | | Committees: • Nominating and Corporate Governance Committee • Audit Committee | Biography Ms. Henderson was with RXR Realty, which manages commercial and residential real estate properties and investments with an aggregate gross asset value of approximately $20.8 billion, comprising approximately 30.5 million square feet of commercial properties, inclusive of a multi-family residential portfolio of approximately 12,800 units under operation or development, from February 2010 until October 2024. She held a number of roles at RXR including Senior Director, Private Capital, and was responsible for sourcing institutional capital for both the company’s asset level joint ventures and discretionary funds and led the effort in raising approximately $15 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: 55 | | | 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
| | Steven Ozonian Chief Executive Officer of the Williston Financial Group Director since: 2011 Age: 69 | | | 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: 55 | | | Committees: • Technology and Product Advisory Committee (Chair) • 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 joined the board of TrueCar, Inc. (NASDAQ: TRUE) in 2024 and 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 TrueCar, Inc (NASDAQ: TRUE) |
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: 65 | | | Committees: • Nominating and Corporate Governance Committee • Technology and Product Advisory 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 valuable insights and best practices for the development of new products and a global understanding of innovative funding mechanisms to our Board of Directors. Other Public Company Boards None. | | | G. Kennedy Thompson Former Partner of Aquiline Capital Partners Director since: 2017 Age: 74 | | | 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 |
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The following table describes the components of our fiscal 2024 director compensation program. Each element of the compensation is pro-rated for the director’s period of service during the year.
2024 Non-Employee Director Compensation
| Compensation Element | Amount ($) | | Annual Cash Retainer | 50,000 | | Annual Equity Retainer(1) | 231,950 | | 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 10,000 – Technology and Product Advisory 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 – Technology and Product Advisory Committee(2) 2,500 – Transactions Committee(3) |
2024 Non-Employee Director Compensation
| (1) Each Director was provided the annual equity retainer in the form of 5,000 restricted stock units (“RSUs”). |
2024 Non-Employee Director Compensation
| (2) All members of the Technology and Product Advisory Committee, including the chair, receive $2,500 per quarter that a meeting is held during a fiscal year. |
2024 Non-Employee Director Compensation
| (3) All members of the Transactions Committee, including the chair (provided the chair is a non-employee director), receive $2,500 per year. Mr. Lebda does not receive compensation for his role as the committee chair. |
2024 Non-Employee Director Compensation
Each director received an annual equity retainer grant of 5,000 RSUs in 2024. The 2024 annual equity retainer grants will vest on the earliest of: the date of the Annual Meeting, the first anniversary of the grant date, a change in control of LendingTree, and the director’s death or disability. In addition, in respect of January through April 2024, our non-employee directors were provided the opportunity 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. No directors elected to defer compensation under the nonqualified deferred compensation plan. The nonqualified deferred compensation plan was terminated in April 2024. Each of our non-employee director’s total compensation in any calendar year is subject to a limit of $640,000, with the value of any equity-based compensation based on the aggregate grant date fair market value of the underlying awards. Any compensation that is deferred will be counted toward this total compensation limit in the calendar year in which the compensation is vested, and not in any later calendar year when it is paid to the non-employee director. In addition to the compensation elements described above, our non-employee directors are entitled to reimbursement of reasonable expenses incurred in connection with their attendance of Board or committee meetings. Director Stock Ownership Guideline In order to align the financial interests of our non-employee directors with those of our stockholders, our Board adopted a stock ownership guideline for non-employee directors in April 2018. The guideline is minimum ownership of five times the annual cash retainer. Non-employee directors are expected to accumulate the specified ownership within five years of the later of the adoption of the policy or joining the Board. If a non-employee director becomes subject to a higher ownership level due to an increase in annual retainer, then the director is expected to meet the higher ownership level within three years after such increase. Director Compensation Table The following table summarizes the fiscal 2024 compensation earned by each Board member, other than Mr. Lebda, whose compensation is described under “Executive Compensation Tables” on page 39 of this Proxy Statement. Mr. Lebda did not receive additional compensation for his services on the Board in fiscal 2024.
2024 Non-Employee Director Compensation
| Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Steven Ozonian | 130,000 | 231,950 | 361,950 | | Robin Henderson | 70,000 | 231,950 | 301,950 | | Saras Sarasvathy(3) | 70,000 | 231,950 | 301,950 | | Thomas M. Davidson, Jr.(3) | 75,500 | 231,950 | 307,450 | | G. Kennedy Thompson | 72,500 | 231,950 | 304,450 | | Gabe Dalporto | 52,500 | 231,950 | 284,450 | | Mark Ernst | 60,000 | 231,950 | 291,950 | | Diego Rodriguez(3) | 72,500 | 231,950 | 304,450 |
2024 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. |
2024 Non-Employee Director Compensation
| (2) These amounts represent the dollar amounts of the aggregate grant date value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, of the RSUs granted to the directors during fiscal 2024. 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 12 “Stock-Based Compensation” to our audited, consolidated financial statements included in our 2024 Annual Report. On June 12, 2024, each of Messrs. Ozonian, Davidson, Thompson, Dalporto, Ernst and Rodriguez and Mses. Henderson and Sarasvathy received a grant of 5,000 RSUs. On June 12, 2024, the closing price of a share of our common stock on The Nasdaq Global Select Market was $46.39. The RSUs granted to our non-employee directors on June 12, 2024 will vest on the earliest of the date of our Annual Meeting, one year from the grant date, a change in control of the Company, and the applicable director’s death or disability. |
2024 Non-Employee Director Compensation
| (3) These Directors were a part of the Technology and Product Advisory Group beginning in October 2023. The Board determined that these individuals should each receive a payment of $10,000 for services performed for the Company in 2024 prior to the group becoming a formal committee, effective October 30, 2024. Mr. Rodriguez received an additional $10,000 for his role as the Technology and Product Advisory Group lead. The Technology and Product Advisory Group met four times in 2024 before becoming a formal committee. |
2024 Non-Employee Director Compensation
Outstanding Equity Awards for Directors at Fiscal Year-End 2024 The following table provides information on the outstanding equity awards held by our directors, other than Mr. Lebda, as of December 31, 2024.
2024 Non-Employee Director Compensation
| Director Name | Aggregate Number of Options Outstanding at Fiscal Year End (#) | Options Granted During The Fiscal Year Ended December 31, 2024 | Aggregate Number of RSUs Outstanding at Fiscal Year End (#) | | Steven Ozonian | 5,169 | — | 5,000 | | Robin Henderson | 4,899 | — | 5,000 | | Saras Sarasvathy | 4,917 | — | 5,000 | | Thomas M. Davidson, Jr. | 3,932 | — | 5,000 | | G. Kennedy Thompson | 16,297 | — | 5,000 | | Gabe Dalporto | 5,534 | — | 5,000 | | Mark Ernst | 2,285 | — | 5,000 | | Diego Rodriguez | 2,285 | — | 5,000 |
2024 Non-Employee Director Compensation
| PROPOSAL NO.2 Advisory Vote to Approve Executive Compensation |
2024 Non-Employee Director Compensation
In accordance with Section 14A of the Exchange Act, 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.
2024 Non-Employee Director Compensation
| ✓ | The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation. |
2024 Non-Employee Director Compensation
| Compensation Committee Report |
2024 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 2024 Annual Report, each as filed with the SEC. Compensation Discussion and Analysis Table of Contents
2024 Non-Employee Director Compensation
| Executive Summary | 28 | | Compensation Philosophy and Objectives | 29 | | Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations | 30 | | Peer Group | 31 | | Compensation Governance | 32 | | Elements of Compensation | 33 | | Our Compensation Policies and Practices | 36 | | Risk Assessment of Compensation Programs | 36 | | Tax and Accounting Implications of Our Compensation Policies | 37 |
2024 Non-Employee Director Compensation
Executive Summary
EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE
| • | Our CEO’s salary and bonus target did not increase between 2017 and 2024. |
“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION
“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2024 annual meeting of stockholders, a majority of voters voted for annual “say-on-pay” advisory votes on executive compensation. At the 2024 meeting, approximately 97% 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 2024 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 2024, 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 Compensation 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 2024, 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 2024. 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 related to 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 2023, 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 2023. The compensation data from the peer group identified during this July 2023 assessment was utilized for compensation decisions in the first quarter of 2024 (the “2024 Peer Group”). The Compensation Committee re-evaluated the peer group again in July 2024; however, the group identified during such assessment only took effect and was used with respect to compensation decisions for 2025 (the “2025 Peer Group”). The Compensation Committee applied the following objective criteria to select the 2024 Peer Group:
ROLE OF MANAGEMENT IN COMPENSATION DECISIONS
| Criteria for Peer Group | General Characteristics | | Size | Revenue between 0.25x and 4x compared to LendingTree. | | 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 2021 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 22 companies below as our peer group, effective July 2023, which was used as the peer group for context when compensation decisions occurred in early 2024. We believe the 2024 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.
2024 Peer Group
2024 Peer Group
2024 Peer Group
| Angi | Eventbrite | OpenLane | Shutterstock | | Atlanticus | EverQuote | Overstock.com | Stitch Fix | | Bread Financial (formerly Alliance Data Systems) | Groupon | Quotient Technology | Trip Advisor | | CarGurus | LendingClub | Q2 | Yelp | | Cars.com | Liquidity Services | Redfin | | | Enova | Nerdwallet | Sabre | |
2024 Peer Group
The 2025 Peer Group consists of the 25 companies listed below. Quotient was removed as a result of being acquired. The following new companies were added to the 2025 Peer Group: Upwork, Vivid Seats, ZipRecruiter, and MoneyLion. We used the 2025 Peer Group to develop our compensation program for 2025.
2025 Peer Group
2025 Peer Group
2025 Peer Group
| Angi | Enova | MoneyLion | Shutterstock | ZipRecruiter | | Atlanticus | Eventbrite | Nerdwallet | Stitch Fix | | | Bread Financial (formerly Alliance Data Systems) | EverQuote | OpenLane | Tripadvisor | | | Beyond | Groupon | Q2 | Upwork | | | CarGurus | LendingClub | Redfin | Vivid Seats | | | Cars.com | Liquidity Services | Sabre | Yelp | |
2025 Peer Group
Compensation Governance We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy.
2025 Peer Group
| What we do | | What we don’t do | | | ✔ | Tie a significant portion of 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. | × | No repricing of stock options without stockholder approval. | | ✔ | Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors. | × | No granting of discounted or reload stock options. | | ✔ | Expressly prohibit payment of dividends on unvested equity awards. | × | No excise tax gross-up. | | ✔ | Maintain stock ownership guidelines for our CEO (6x base salary) and our other NEOs (1.5-3x base salary). | × | No supplemental company paid retirement benefits. | | ✔ | Maintain a clawback policy in accordance with Dodd-Frank clawback rules. | | |
2025 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). The target total compensation from these three elements of our executive compensation structure, as reported in the Summary Compensation Table, was set below the median for all of the NEOs at the start of the year, except Ms. Olmstead, to recognize that our market cap value was lower than desired, and that the value of equity awards would automatically adjust with value improvement. Ms. Olmstead’s total compensation value was not set below the median for her position in recognition of her experience, importance to the Company’s strategy, and to the functioning of the executive team. 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 annual 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 and the 2024 bonus plan was in cash. 2024 Bonus Program. In 2024, we maintained an annual cash bonus program for our NEOs based on our corporate-level adjusted EBITDA performance (“AEBITDA”), as further described below (the “2024 Bonus Program”). The 2024 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 NEOs because it naturally includes a requirement to both generate revenue and control costs. The AEBITDA funding schedule for bonuses under the 2024 Bonus Program was:
ANNUAL INCENTIVES
| Pre-Bonus AEBITDA Target ($’s) | % to Bonus Pool | Bonus Pool Funding % | | $150,000,000 | 13.5% | 126.6% | | $145,000,000 | 13.5% | 122.3% | | $140,000,000 | 13.5% | 118.1% | | $135,000,000 | 13.5% | 113.9% | | $130,000,000 | 13.5% | 109.7% | | $125,000,000 | 13.5% | 105.5% | | $120,000,000 | 13.5% | 101.3% | | $118,488,300 | 13.5% | 100.0% | | $115,000,000 | 13.5% | 97.0% | | $110,000,000 | 12.5% | 85.9% | | $105,000,000 | 11.5% | 75.5% | | $100,000,000 | 10.5% | 65.6% | | $95,000,000 | 9.5% | 56.4% | | $90,000,000 | 8.5% | 47.8% | | $85,000,000 | 7.5% | 40.0% | | $80,000,000 | 6.5% | 32.5% | | $75,000,000 | 5.5% | 25.8% | | <$75,000,000 | 0.0% | 0.0% | | Linear interpolation for performance between points shown. | | | | *No bonus payout if pre-bonus AEBITDA is under $75M | | |
ANNUAL INCENTIVES
Target bonus opportunities remained at the same percentage of base salary under the 2024 Bonus Program as were used under the fiscal 2023 annual bonus program, and were the following:
ANNUAL INCENTIVES
| Name | Salary ($) | Target Bonus as a Percent of Salary (%) | Target Bonus ($) | | Mr. Lebda | $750,000 | 125% | $937,500 | | Mr. Bengel | $350,000 | 50% | $175,000 | | Mr. Peyree | $475,000 | 75% | $356,250 | | Mr. Totman | $420,000 | 60% | $252,000 | | Ms. Olmstead | $420,000 | 60% | $252,000 | | Mr. Ziegler | $425,000 | 50% | $212,500 |
ANNUAL INCENTIVES
The 2024 results were evaluated by the Compensation Committee in early 2025 to determine whether annual cash incentive awards were earned under the 2024 Bonus Program. For fiscal 2024, the pre-bonus AEBITDA goal was $118.5 million, and the pre-bonus AEBITDA thershold was $75 million. The Company achieved pre-bonus AEBITDA of $119 million in 2024. This was the result of a strong fourth quarter that generated momentum for 2025. Based on this strong Company performance, the Compensation Committee funded the bonus pool for all Company employees at 100%. See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures, such as AEBITDA, 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. Equity awards are granted on an annual basis below the CEO. The CEO and President were each granted annual equity awards in 2024, which were performance-contingent and required achieving stock price hurdles to earn. It was the first CEO annual equity grant following the end of the 2020-2023 front-load earnout period. Time Vested RSUs Granted to All NEOs. The majority of our employees, including our NEOs were eligible to receive a long-term equity grant in 2024. In 2024, Messrs. Bengel, Totman, and Ziegler and Ms. Olmstead, were granted awards. Mr. Ziegler’s long-term equity grant was forfeited upon his resignation from the Company. The Compensation Committee determined the value of the 2024 long-term equity grant for each NEO, and such award was granted in RSUs. The awards were granted as RSUs to ensure the greatest amount of retention from vesting and direct alignment with shareholders. The RSU awards vest in substantially equal annual installments over a three-year period beginning on the first anniversary of the grant date. PSUs Granted to CEO and President. Our CEO and President were each granted a portion of his annual equity in RSUs (50% of the grant value), with the same vesting terms as those described above. The remaining portion of their annual equity grant value was in performance vested restricted stock units (“PSUs”). The PSUs are earned in 1/3 increments upon the achievement of three stock price hurdles (the middle stock price hurdle reflects the target performance level). The hurdles are considered achieved if, during the four-year period after grant, the 45 trading-day average closing stock price is - $41.17, $52.94 (target), and $64.70. 33.33% of the PSU shares granted are earned upon achievement of each of the stock price goals. These stock price hurdles reflected a 40%, 80% (target) and 120% increase over the January 2, 2024 closing stock price of $29.41, which was the price used to set the hurdles. The PSU price hurdles were determined in late-2023, prior to the start of 2024, and the number of PSU shares also agreed to in principle during January 2024, though the actual grant approval date was March 1, 2024 to align with the grant date for annual equity awards for all other NEOs. Shares earned for price hurdle achievement vest 50% on the trading day following certification by the Compensation Committee and the remaining 50% on the one-year anniversary of the initial vesting to support continued employment retention.
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 between 2021 and 2023. Mr. Lebda’s 2024 annual equity grant was consistent with the intended payment service period of the 2020 CEO grants. The December 2020 CEO grants were performance-based, with 30% in premium-priced stock options with time vesting, and 70% granted as performance-contingent stock options. Both the performance-contingent options and the time-vested options that were granted with a premium exercise price of $300, which was 25% higher than our closing stock price of $239.47 on the date of grant in 2020, remain out of the money at the current stock price. The performance-contingent CEO options could only be earned upon achievement of challenging stock price hurdles that were in excess of the $300 premium exercise price. The stock price hurdles were not met during the performance period and all of the performance-contingent CEO options were forfeited at the end of March 2025.
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’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 45). In addition, with respect to the 2020 award of CEO options that were forfeited at the end of March 2025 for failing to achieve the minimum stock price hurdle, he would have vested 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 December 2020 time-vested 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.
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. Messrs. Bengel, Peyree, and Totman, and Ms. Olmstead 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. Bengel, 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. Ziegler was a participant in the Executive Severance Plan prior to 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 45, 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
CLAWBACK POLICY
CLAWBACK POLICY As required pursuant to the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board of Directors has adopted a Compensation Recovery Policy, effective October 25, 2023, which requires the Company to recover compensation received on or after October 2, 2023 erroneously awarded to any current or former Covered Executives (as defined in the Clawback Policy) in the event of 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 completed fiscal years (together with any interim stub fiscal year period(s) of less than nine 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 additional information regarding our Clawback Policy, please refer to Exhibit 97 included in the Company’s 2024 Annual Report. POLICIES WITH RESPECT TO TIMING OF STOCK-BASED AWARDS. Annual awards to NEOs and executive officers generally are approved on a pre-determined basis at the Compensation Committee’s regularly scheduled February meeting, in order that full-year performance may be considered, and the awards are granted on the third trading day after the Company’s full year earnings have been released, to better align grant date value with the stockholders’ experience. The Committee also grants RSUs at other dates to newly hired or promoted executives. All options must be granted at an exercise price that is at least equal to 100% of the fair market value of the Company’s common stock on the date of grant. Fair market value on a given day is defined as the closing market price on that day. We do not grant stock options or other equity compensation awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option or other equity award grant dates for the purpose of affecting the value of any award to NEOs. Our Equity Award Grant Policy is specifically designed to ensure that the foregoing occurs. Risk Assessment of Compensation Programs The Compensation Committee reviewed our compensation programs for executives, as well as our compensation policies and practices for all employees, to evaluate whether the policies or practices present an environment that would facilitate excessive risks or behaviors. The Compensation Committee believes that our programs, policies and practices, are not reasonably likely to have a material adverse effect on our Company. The Compensation Committee believes that the structure and design of the programs do not create incentives to take on too much risk, that there are not incentives to take undue risks that exist in the broad-based incentive programs below the executive level, and that we have policies in place to mitigate risk-taking and support a long-term orientation. These conclusions are supported by the combination of controls and considerations used in our compensation program, including the annual review of the programs, the blend of short-term, long-term and incentive-based compensation, multi-year vesting for equity awards, and the use of performance-based targets and evaluations. Tax and Accounting Implications of Our Compensation Policies Section 162(m) of the Internal Revenue Code limits the amount of compensation paid to certain of our NEOs that may be deducted by us for federal income tax purposes in any fiscal year to $1 million. While the Compensation Committee considers the tax deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award compensation that is not tax deductible if it believes it is in the best interests of LendingTree and our stockholders. The Compensation Committee also considers the regulatory requirements as well as the financial accounting treatment of our compensation practices; though, consistent with prior fiscal years, such consideration was not a material consideration in the compensation awarded to our NEOs during fiscal 2024. The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934 as amended, except to the extent we may specifically incorporate the information contained in this report by reference thereto.
Mark Ernst
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Douglas Lebda | 2024 | 750,000 | 3,011,650 | — | 937,500 | 12,375 | 4,711,525 | | Chairman and | 2023 | 750,000 | — | — | 468,750 | 12,058 | 1,230,808 | | Chief Executive Officer | 2022 | 750,000 | — | — | — | 236,490 | 986,490 | | Jason Bengel (1) Chief Financial Officer | 2024 | 329,615 | 659,050 | — | 175,000 | 9,888 | 1,173,553 | | Scott Peyree | 2024 | 472,116 | 1,539,580 | — | 356,250 | 9,669 | 2,377,615 | | President, LendingTree Marketplace and | 2023 | 458,611 | 907,500 | — | 172,500 | 6,879 | 1,545,490 | | Chief Operating Officer | 2022 | 460,000 | 1,916,048 | 1,216,017 | — | 6,840 | 3,598,905 | | Scott Totman | 2024 | 416,154 | 703,775 | — | 252,000 | 10,350 | 1,382,279 | | Chief Technology | 2023 | 400,000 | 412,500 | — | 120,000 | 9,900 | 942,400 | | Officer | 2022 | 395,192 | 875,011 | 851,229 | — | 9,150 | 2,130,582 | | Jill Olmstead | 2024 | 416,154 | 1,199,400 | — | 252,000 | 7,054 | 1,874,608 | | Chief Human | 2023 | 400,000 | 495,000 | — | 120,000 | 6,923 | 1,021,923 | | Resources Officer | 2022 | 395,192 | 800,026 | 778,260 | — | 6,317 | 1,979,795 | | Trent Ziegler (2) | 2024 | 273,077 | 1,199,400 | — | — | 8,192 | 1,480,669 | | Chief Financial | 2023 | 395,192 | 412,500 | — | 100,000 | 9,900 | 917,592 | | Officer | 2022 | 365,385 | 500,087 | 486,384 | — | 9,150 | 1,361,006 |
Mark Ernst
| (1) Equity awards were granted under our 2023 Stock Plan. Vesting of the equity awards is described in the table below under “Outstanding Equity Awards at Fiscal 2024 Year-End.” |
HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES
| CEO Total Compensation | $4,711,525 | | Median Employee Annual Total Compensation | $135,316 | | CEO to Median Employee Pay Ratio | 35:1 |
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) | | 2024 | $4,711,525 | $5,262,248 | $1,657,745 | $1,622,464 | $12.77 | $158.48 | ($42) | $104 | | 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 | 2024 | | 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 | Jason Bengel Scott Peyree Scott Totman Jill Olmstead Trent Ziegler |
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 | 2024 | | SCT Total Compensation | $52,023,140 | $1,369,813 | $986,490 | $1,230,808 | $4,711,525 | | - Stock and Option Award Values Reported in SCT for the Covered Year | $(51,173,410) | $(609,893) | $0 | $0 | $(3,011,650) | | + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $63,447,076 | $226,810 | $114,755 | $0 | $2,402,706 | | + 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 | $234,109 | | + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $0 | $0 | $779,925 | | + 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 | $145,633 | | - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $0 | $(1,832,134) | $0 | $0 | | Compensation Actually Paid | $30,876,980 | $(148,452,518) | $(19,820,499) | $1,515,920 | $5,262,248 |
Pay Versus Performance
| | Average Non-PEO NEO(i)(ii) | | | | | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation | $2,052,741 | $2,444,037 | $2,669,569 | $1,157,554 | $1,657,745 | | - Stock and Option Award Values Reported in SCT for the Covered Year | $(1,669,445) | $(1,678,067) | $(2,244,210) | $(590,700) | $(1,060,241) | | + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $1,505,983 | $958,366 | $283,037 | $409,320 | $731,622 | | + Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | $(556,249) | $(789,088) | $(652,021) | $92,326 | $93,850 | | + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $0 | $53,680 | $83,192 | | + 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 | $167,926 | | - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $0 | $0 | $(21,350) | $(51,630) | | Compensation Actually Paid | $1,416,532 | $191,542 | $(122,097) | $1,210,715 | $1,622,464 |
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 2024 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 Compensation Committee used to link executive compensation to performance in 2024 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.