DEF 14A of LendingTree, Inc., Apr 27, 2026

DEF 14A of LendingTree, Inc.

Filed Apr 27, 2026 · FY20250001140361-26-017148

Open on EDGAR

  1. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    BOARD NOMINEES AND COMMITTEE MEMBERSHIPS The following table provides summary information about each director nominee, including current committee memberships.

  2. 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 | FINANCE | | Gabriel Dalporto | 54 | 2017 | CEO of Guitar Center Holdings, Inc. | 0 | ● | | | | | c | | Thomas M. Davidson, Jr. | 54 | 2017 | Founder and CEO of Holt Street, Inc. | 0 | ● | | | c | ● | ● | | Mark Ernst | 67 | 2022 | Managing Partner of Bellevue Capital LLC | 0 | ● | c | ● | | | | | Robin Henderson | 56 | 2014 | Equity and Debt Financing Strategic Advisor | 0 | ● | ● | | ● | | | | Steven Ozonian (Chairman of the Board of Directors) | 70 | 2011 | CEO of the Williston Financial Group | 1 | ● | | c | | | | | Scott Peyree | 49 | 2025 | President & Chief Executive Officer LendingTree, Inc. | 0 | | | | | | | | Diego Rodriguez | 56 | 2022 | Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School | 0 | ● | | | | c | ● | | Saras Sarasvathy | 66 | 2015 | Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business | 0 | ● | | | ● | ● | | | G. Kennedy Thompson | 75 | 2017 | Former Partner of Aquiline Capital Partners | 2 | ● | ● | ● | | | ● | | | | | Number of meetings in fiscal 2025 | | | 4 | 5 | 4 | 4 | 6 |

  3. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | (1) “C” indicates a committee chair. |

  4. 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.

  5. 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 current CEO and late 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. | | |

  6. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    Our executive compensation programs are focused on aligning pay with performance:

  7. 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. |

  8. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | - | Our late CEO’s salary and target bonus did not increase between 2017 and 2024, and the bonus payment was formulaic according to achievement of the pre-established EBITDA goal. |

  9. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | - | Our current CEO earned his bonus at 119% of target based on achievement of the challenging pre-established EBITDA goal in 2025, which was consistent with other NEOs (cash bonus for 2025 performance paid out in 2026). Our late CEO’s estate received a pro-rated bonus payout at 119% of target for his service to the Company from January 1, 2025 until his passing on October 12, 2025. |

  10. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | • | Our current CEO’s equity grants are heavily performance based with ambitious stock price hurdles. |

  11. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | • | We have 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. |

  12. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | • | We have a clawback policy which 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 39. |

  13. 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 2025 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.

  14. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | Certain Relationships and Related Transactions |

  15. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    In fiscal 2025, we paid total compensation of $436,197.61 which is comprised of base salary, 401K contributions, cash incentive compensation and equity awards, to Megan Greuling. Ms. Greuling was the spouse of our then-Chairman and Chief Executive Officer, Douglas Lebda, and served as our Head of Corporate Communications and SEO. Mr. Lebda passed away on October 12, 2025. Ms. Greuling departed the Company in February 2026. The Compensation Committee determined Ms. Greuling’s compensation without input from Mr. Lebda.

  16. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | Related Persons Transactions Policy |

  17. 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.

  18. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | Corporate Governance |

  19. 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:

  20. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    | Board Practices, Composition, Accountability and Independence | Alignment with Stockholder Interests | | • 89% of our director nominees are independent. • Strong independent Chairman 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. |

  21. BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

    Board of Directors Responsibilities and Structure

  22. 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:

  23. 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; |

  24. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | • | relate to routine or insignificant matters that do not warrant the attention of our Board of Directors; |

  25. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | • | are advertisements or other commercial solicitations; |

  26. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | • | are frivolous or offensive; or |

  27. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | • | are otherwise not appropriate for delivery to directors. |

  28. 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:

  29. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Building truly outstanding products; |

  30. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Being open and candid; |

  31. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Acting with urgency and creativity; |

  32. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Taking charge; |

  33. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Setting big goals and being accountable; and |

  34. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | - | Committing to excellence. |

  35. 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:

  36. 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. |

  37. 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. |

  38. 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. |

  39. 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. |

  40. 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 2025 Recap. In 2025, the LendingTree Foundation focused on advancing employee-driven community engagement through strategic nonprofit board placements and team-based volunteerism. Employees donated $68,915 to nonprofit organizations, with the Foundation contributing $80,120 through matching programs and incentives, including $52,907 in donation matching, $24,138 through the Dollars for Doers program, and $3,075 in incentives. Total philanthropic impact was $149,035. Employees contributed 965 volunteer hours in support of organizations aligned with key giving areas: Education, Human Services, and Animals. The Foundation remains committed to strengthening employee engagement and community impact across LendingTree.

  41. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | PROPOSAL NO.1 Election of Directors |

  42. 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.

  43. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | | Gabriel Dalporto Chief Executive Officer of Guitar Center Holdings, Inc. Director since: 2017 Age: 54 | | | Committees: • Finance Committee (Chair) | 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. As a former employee of the Company, Mr. Dalporto has detailed knowledge of the business and the strategies necessary to achieve success. Other Public Company Boards None. |

  44. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | | Thomas M. Davidson, Jr. Founder and Chief Executive Officer of Holt Street, Inc. Director since: 2017 Age: 54 | | | Committees: • Nominating and Corporate Governance Committee (Chair) • Technology and Product Advisory Committee • Finance Committee | Biography Mr. Davidson is the founder and Chief Executive Officer of Holt Street, Inc. 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. |

  45. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | | Mark Ernst Managing Partner of Bellevue Capital LLC Director since: 2022 Age: 67 | | | Committees: • Audit Committee (Chair) • 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. Mr. Ernst has overseen financial and accounting matters, including during his service as a public company Chief Executive Officer and as the audit committee chair of a public company board, which qualifies him as an “audit committee financial expert.” Mr. Ernst’s extensive familiarity with the financial services industry and technology sectors, coupled with his experience serving on various public company boards, allows him to provide insight and experience to bolster the Board’s oversight of the Company. Other Public Company Boards None. | | | Robin Henderson Equity and Debt Financing Strategic Advisor Director since: 2014 Age: 56 | | | Committees: • Nominating and Corporate Governance Committee • Audit Committee | Biography Ms. Henderson currently advises commercial real estate clients on complex capital raising and structuring initiatives. With a focus on both equity and debt financing, she provides strategic advice, leveraging deep market insights, investor networks, and transaction experience over her 30 year career. Prior to this, 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 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. |

  46. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | | Steven Ozonian Chairman of the Board of Directors Chief Executive Officer of the Williston Financial Group Director since: 2011 Age: 70 | | | Committees: • 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). |

  47. STOCKHOLDER COMMUNICATIONS WITH THE BOARD

    | | Scott Peyree President & Chief Executive Officer of LendingTree, Inc. Director since: 2025 Age: 49 | | | Committees: • None. | Biography Mr. Peyree has served as the Chief Executive Officer and President of LendingTree, Inc. since October 2025. Prior to this, Mr. Peyree was the Chief Operating Officer of LendingTree, LLC and President of Marketplace Businesses. Prior to this role, Mr. Peyree served as the President of the QuoteWizard Insurance business since QuoteWizard was acquired by LendingTree, LLC in 2018. Prior to this, Mr. Peyree served as the Chief Executive Officer and founder of QuoteWizard since 2006. Previously, Mr. Peyree was the co-founder and Chief Operating Officer of WorldClass Strategy, an online performance marketing company founded in 2000 that sold to Education Dynamics in 2006. Mr. Peyree holds a Bachelor of Business Administration in Finance and Entrepreneurship from Pacific Lutheran University. | Relevant Expertise Mr. Peyree provides our Board of Directors with over 20 years of experience in the online, performance marketing space along with 15 years of experience specifically in insurance marketing. Mr. Peyree also brings extensive experience in product and technology platform development and marketing. Other Public Company Boards None. | | | Diego Rodriguez Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School Director since: 2022 Age: 56 | | | Committees: • Technology and Product Advisory Committee (Chair) • Finance Committee | Biography Mr. Rodriguez is currently an Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School. 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 boards of EngageSmart, Inc. (formerly NYSE: ESMT) and TrueCar, Inc. (formerly NASDAQ: TRUE) . | Relevant Expertise Mr. Rodriguez brings to our Board of Directors extensive executive experience at a technology company and in the fintech space, product management and development, and growth venture experience. Mr. Rodriguez also brings experience driving innovation in both enterprise and startup environments, creating customer experiences for SaaS, mobile and AI products, and creating cultures of innovation. Mr. Rodriguez also has experience in recruiting, training and developing executives and product development talent. Other Public Company Boards None. |

  48. 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: 66 | | | 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. Ms. Sarasvathy also has a depth of understanding of how new ventures partner with key stakeholders to help them grow. Other Public Company Boards None. | | | G. Kennedy Thompson Former Partner of Aquiline Capital Partners Director since: 2017 Age: 75 | | | Committees: • Audit Committee • Compensation Committee • Finance 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). |

  49. ELECTION MECHANICS

    | Director Compensation |

  50. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table describes the components of our fiscal 2025 director compensation program. Each element of the compensation is pro-rated for the director’s period of service during the year.

  51. 2025 Non-Employee Director Compensation

    | Compensation Element | Amount ($) | | Annual Cash Retainer | 50,000 | | Annual Equity Retainer(1) | 182,600 | | Additional Fee for Lead Independent Director(2) | 35,000 | | Additional Fee for Chairman of the Board(3) | 75,000 | | Additional Fee for Committee Chairs | 25,000 – Audit Committee 20,000 – Compensation Committee 13,000 – Nominating and Corporate Governance Committee 12,500 – Finance Committee 10,000 – Technology and Product Advisory Committee(4) | | 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 (4) 2,500 – Finance Committee |

  52. 2025 Non-Employee Director Compensation

    | (1) Each Director was provided the annual equity retainer in the form of 5,000 restricted stock units (“RSUs”) upon re-election. |

  53. 2025 Non-Employee Director Compensation

    | (2) Effective until October 2025. The Company no longer has a Lead Independent Director role. |

  54. 2025 Non-Employee Director Compensation

    | (3) Effective October 2025. Mr. Lebda received no additional compensation when serving in the Chairman role. Mr. Ozonian was granted a one-time award of 1,000 RSUs upon becoming Chairman following Mr. Lebda’s death. |

  55. 2025 Non-Employee Director Compensation

    | (4) 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. For the Technology and Product Advisory Committee chair, the quarterly fee is in addition to the additional fee for the committee chair. |

  56. 2025 Non-Employee Director Compensation

    Each director received an annual equity retainer grant of 5,000 RSUs in 2025. The 2025 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. 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 2025 compensation earned by each Board member, other than Mr. Lebda, whose compensation is described under “Executive Compensation Tables” on page 41 of this Proxy Statement. Mr. Lebda did not receive additional compensation for his services on the Board in fiscal 2025.

  57. 2025 Non-Employee Director Compensation

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Steven Ozonian(3) | 138,710 | 248,340 | 387,050 | | Robin Henderson | 70,000 | 182,600 | 252,600 | | Saras Sarasvathy | 70,000 | 182,600 | 252,600 | | Thomas M. Davidson, Jr. | 75,500 | 182,600 | 258,100 | | G. Kennedy Thompson | 72,500 | 182,600 | 255,100 | | Gabe Dalporto | 59,194 | 182,600 | 241,794 | | Mark Ernst | 61,747 | 182,600 | 244,347 | | Diego Rodriguez | 72,500 | 182,600 | 255,100 |

  58. 2025 Non-Employee Director Compensation

    | (1) Amounts shown include payment of Board membership annual cash retainer, additional fees for lead independent director and chairman roles, additional fees for committee chairs and members. | | (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 2025. 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 11 “Stock-Based Compensation” to our audited, consolidated financial statements included in our 2025 Annual Report. On June 11, 2025, each of Messrs. Ozonian, Davidson, Thompson, Dalporto, Ernst and Rodriguez and Mses. Henderson and Sarasvathy received a grant of 5,000 RSUs. On June 11, 2025, the closing price of a share of our common stock on The Nasdaq Global Select Market was $36.52. The RSUs granted to our non-employee directors on June 11, 2025 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. | | (3) Mr. Ozonian received a one-time grant of 1,000 RSUs in connection with taking on the role of Chairman of the Board on November 3, 2025. The closing price of a share of our common stock on The Nasdaq Global Select Market on November 3, 2025 was $65.74 |

  59. 2025 Non-Employee Director Compensation

    Outstanding Equity Awards for Directors at Fiscal Year-End 2025 The following table provides information on the outstanding equity awards held by our directors, other than Mr. Lebda, as of December 31, 2025.

  60. 2025 Non-Employee Director Compensation

    | Director Name | Aggregate Number of Options Outstanding at Fiscal Year End (#) | Options Granted During The Fiscal Year Ended December 31, 2025 | Aggregate Number of RSUs Outstanding at Fiscal Year End (#) | | Steven Ozonian | 4,369 | — | 6,000 | | Robin Henderson | 4,099 | — | 5,000 | | Saras Sarasvathy | 4,369 | — | 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 |

  61. 2025 Non-Employee Director Compensation

    | PROPOSAL NO.2 Advisory Vote to Approve Executive Compensation |

  62. 2025 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.

  63. 2025 Non-Employee Director Compensation

    | ✓ | The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation. |

  64. 2025 Non-Employee Director Compensation

    | Compensation Committee Report |

  65. 2025 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 2025 Annual Report, each as filed with the SEC. Compensation Discussion and Analysis Table of Contents

  66. 2025 Non-Employee Director Compensation

    | Executive Summary | 29 | | Compensation Philosophy and Objectives | 31 | | Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations | 31 | | Peer Group | 32 | | Compensation Governance | 34 | | Elements of Compensation | 35 | | Our Compensation Policies and Practices | 39 | | Risk Assessment of Compensation Programs | 39 | | Tax and Accounting Implications of Our Compensation Policies | 40 |

  67. 2025 Non-Employee Director Compensation

    Executive Summary

  68. EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE

    | • | Our late CEO’s salary and bonus target did not increase between 2017 and 2024, and the bonus payment was formulaic according to achievement of the pre-established EBITDA goal. |

  69. “SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION

    “SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2025 annual meeting of stockholders, a majority of voters voted for annual “say-on-pay” advisory votes on executive compensation. At the 2025 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 2025 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

  70. ROLE OF THE COMPENSATION COMMITTEE

    | ☐ | the annual base salaries and annual or long-term incentive opportunities of our executive officers; |

  71. ROLE OF THE COMPENSATION COMMITTEE

    | ☐ | any employment agreements, severance arrangements or change-in-control agreements affecting the executive officers; |

  72. 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. |

  73. 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 2025, the Compensation Committee engaged FW Cook as its independent compensation consultant. The executive compensation consulting services provided by FW Cook included:

  74. 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; |

  75. ROLE OF COMPENSATION CONSULTANTS

    | ☐ | attending Compensation Committee meetings, including, at the Compensation Committee’s request, any executive sessions; |

  76. ROLE OF COMPENSATION CONSULTANTS

    | ☐ | providing independent advice on current trends and best practices in executive compensation design and program alternatives; |

  77. ROLE OF COMPENSATION CONSULTANTS

    | ☐ | assisting with planning the executive and non-executive equity award grant rate and utilization of the stockholder approved stock plan. |

  78. ROLE OF COMPENSATION CONSULTANTS

    | ☐ | advising on our compensation plans and practices to improve their effectiveness; and |

  79. ROLE OF COMPENSATION CONSULTANTS

    | ☐ | assisting the Compensation Committee to determine our peer group as described below under “Peer Group” below. |

  80. ROLE OF COMPENSATION CONSULTANTS

    During fiscal 2025, 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.

  81. 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 2025. Members of LendingTree’s management and staff, including the Chief Human Resources Officer, members of her staff and internal LendingTree counsel and legal staff, attended a portion of each meeting of the Compensation Committee. Prior to his passing, 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. Following Mr. Lebda’s passing and Mr. Peyree’s appointment to the CEO role, the Compensation Committee now receives recommendations from Mr. Peyree regarding the cash and equity compensation for members of the executive team of our Company (including those executives who are NEOs) other than himself. 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. Further, the Compensation Committee determined the compensation for Mr. Peyree when he assumed the CEO role after obtaining information and input from FW Cook and conferring with the Board without Mr. Peyree 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 2024, 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 2024. The compensation data from the peer group identified during this July 2024 assessment was utilized for compensation decisions in the first quarter of 2025 (the “2025 Peer Group”). The Compensation Committee re-evaluated the peer group again in July 2025; however, the group identified during such assessment only took effect and was used with respect to compensation decisions for 2026 (the “2026 Peer Group”). The Compensation Committee applied the following objective criteria to select the 2025 Peer Group:

  82. ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

    | Criteria for Peer Group | General Characteristics | | Size | Revenue between 0.25x and 4x compared to LendingTree. | | Industry | Broader technology companies with a focus on technology-enabled financial services and online marketplaces. | | Data availability | IPO prior to 2022 to ensure at least two years of disclosed public company pay practices. |

  83. ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

    Using these criteria, FW Cook recommended, and the Compensation Committee approved, the 25 companies below as our peer group, effective July 2024, which was used as the peer group for context when compensation decisions occurred in early 2025. We believe the 2025 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.

  84. 2025 Peer Group

    2025 Peer Group

  85. 2025 Peer Group

    | Angi | Eventbrite | OpenLane | Upwork | | Atlanticus | EverQuote | Q2 | Vivid Seats | | Beyond (formerly Overstock.com) | Groupon | Redfin | Yelp | | Bread Financial | LendingClub | Sabre | Zip Recruiter | | CarGurus | Liquidity Services | Shutterstock | | | Cars.com | MoneyLion | Stitch Fix | | | Enova | NerdWallet | Tripadvisor | |

  86. 2025 Peer Group

    The 2026 Peer Group consists of the 23 companies listed below. MoneyLion and Redfin were removed as a result of having been acquired. Q2 was removed because their size no longer met the peer group criteria. The following new company was added: 1-800-FLOWERS.COM. We used the 2026 Peer Group to develop Mr. Peyree’s compensation following his promotion to Chief Executive Officer in late 2025 and for our executive compensation program for 2026.

  87. 2026 Peer Group

    2026 Peer Group

  88. 2026 Peer Group

    | Angi | Enova | Nerdwallet | Upwork | | Atlanticus | Eventbrite | OpenLane | Vivid Seats | | Beyond (formerly Overstock.com) | EverQuote | Sabre | Yelp | | Bread Financial | Groupon | Shutterstock | Zip Recruiter | | CarGurus | LendingClub | Stitch Fix | 1-800-FLOWERS.COM | | Cars.com | Liquidity Services | Tripadvisor | |

  89. 2026 Peer Group

    Compensation Governance We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy.

  90. 2026 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. | | |

  91. 2026 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 Mr. Lebda, to recognize that our market cap value was lower than desired, and that the value of equity awards would automatically adjust with value improvement. The Compensation Committee determined to set Mr. Lebda’s base salary above the peer group median in recognition of his critical role as the Company’s founder and Chief Executive Officer, his extensive industry experience, and his continued leadership in driving the Company’s long-term strategy and performance. The following describes the objectives and policies underlying each of the elements of our executive compensation program.

  92. 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. 2025 Bonus Program. The 2025 annual cash bonus program for our NEOs was based on our corporate-level adjusted EBITDA performance (“AEBITDA”). The 2025 Bonus Program was tied to achievement of corporate AEBITDA goals because AEBITDA is viewed as a valuable measure for business performance that is 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 2025 Bonus Program was:

  93. ANNUAL INCENTIVES

    | Pre-Bonus Payout AEBITDA Target ($’s) | AEBITDA Growth % | Bonus Pool Funding $ | | $172,500,000 | 44.7% | 150% | | $165,600,000 | 39.6% | 140% | | $158,700,000 | 34.4% | 130% | | $151,800,000 | 29.2% | 120% | | $144,900,000 | 24.1% | 110% | | $138,000,000 | 18.9% | 100% | | $134,470,000 | 15.9% | 97% | | $130,940,000 | 13% | 94% | | $127,670,000 | 11.2% | 85% | | $123,508,000 | 8.7% | 75% | | $121,610,000 | 7.6% | 70% | | $119,590,000 | 6.4% | 65% | | $115,726,000 | 5% | 50% | | <$115,726,000 | <5% | 0.0% | | Linear interpolation for performance between points shown. | | |

  94. ANNUAL INCENTIVES

    *No bonus payout for pre-bonus AEBITDA below $115,726,000 Target bonus opportunities were a percentage of base salary under the 2025 Bonus Program, with Mr. Peyree pro-rated for his promotion to CEO:

  95. ANNUAL INCENTIVES

    | Name | Salary ($) | Target Bonus as a Percent of Salary (%) | Target Bonus ($) | Bonus at 119% ($) | Actual Bonus Paid ($) | | Mr. Peyree(1) | | | | | $521,909 | | 1/1/25-10/12/25 | $515,000 | 75% | $386,250 | $459,638 | | | 10/13/25-12/31/25 | $625,000 | 100% | $625,000 | $743,750 | | | Weighted Average | | | $438,579 | $521,909 | | | Mr. Bengel | $400,000 | 60% | $240,000 | $285,600 | $285,600 | | Ms. Olmstead | $420,000 | 60% | $252,000 | $299,880 | $299,880 | | Ms. Enlow-Novitsky | $400,000 | 50% | $200,000 | $238,000 | $238,000 | | Mr. Lebda | $800,000 | 125% | $1,000,000 | $1,190,000 | $932,301 | | Mr. Totman | $420,000 | 60% | $252,000 | $299,880 | — |

  96. ANNUAL INCENTIVES

    | (1) On December 29, 2025, the Compensation Committee determined that Mr. Peyree’s salary should be increased to $625,000 and his target bonus opportunity increased to 100% in connection with his promotion to Chief Executive Officer. The Committee also determined that such change should be retroactively applied to October 13, 2025, the date Mr. Peyree was promoted to Chief Executive Officer. |

  97. ANNUAL INCENTIVES

    The 2025 results were evaluated by the Compensation Committee in early 2026 to determine whether annual cash incentive awards were earned under the 2025 Bonus Program. The Company achieved pre-bonus AEBITDA of $151.4 million in 2025, which followed a strong fourth quarter that generated momentum for 2026. Based on this performance, the Compensation Committee funded the bonus pool for eligible Company employees at 119%, which was the formulaic earnout. 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.

  98. 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. Mr. Lebda and Mr. Peyree were each granted annual equity awards in the first quarter of 2025 (Mr. Lebda as CEO and Mr. Peyree as COO), which were made up of a 50/50 value split of time vested restricted stock units and performance-contingent restricted stock units that required achieving stock price hurdles to earn. 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 2025. In 2025, Messrs. Bengel, Peyree and Lebda, and Mses. Olmstead and Enlow-Novitsky, were granted awards. Mr. Totman was not granted an equity award in 2025. The Compensation Committee determined the value of the 2025 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 Mr. Lebda and Mr. Peyree. Mr. Lebda and Mr. Peyree were each granted a portion of their annual equity in RSUs (50% of the grant value), with the same vesting terms as those described above. The remaining 50% 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 90 trading-day average closing stock price is - $60.00, $75.00 (target), and $90.00 (except with respect to the first price hurdle ($60.00) which shall only be deemed achieved if it is achieved during the three year period after grant). 33.33% of the PSU shares granted are earned upon achievement of each of the stock price goals. These stock price hurdles reflected a 33%, 67% (target) and 100% increase over the notional price of $45.00, which was the price used to set the hurdles. The PSU price hurdles were determined in late-2024, prior to the start of 2025, and the number of PSU shares also agreed to in principle during February 2025, though the actual grant approval date was March 10, 2025 to align with the grant date for annual equity awards for all other NEOs. Shares earned for price hurdle achievement vest 50% on the later to occur of either the trading day following certification by the Compensation Committee or one year from the grant date, and the remaining 50% on the one-year anniversary of the initial hurdle achievement to support continued employment retention. If the determined stock price of Company’s common stock on the performance end date is between the price hurdles and is above $45.00 per share of common stock, then an additional number of PSUs shall vest as determined by multiplying one-third (1/3) of the total number of PSUs by a fraction where the numerator is the difference between the stock price of the Company’s common stock on the performance date and the stock price attributed to the next lower price hurdle (or $45.00 per share of common stock, if applicable) (such stock price “Initial Price”) and the denominator is the difference between the stock price attributed to the next higher price hurdle and the Initial Price. Notwithstanding the foregoing, to the extent that any additional PSUs become vested in accordance with this paragraph, then the amount that shall vest shall be net of any PSUs that were previously vested.

  99. 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. They did not affect the 2025 award made to Mr. Lebda and they were never earned nor exercised. 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.

  100. Lebda Compensation

    Lebda Compensation In 2025, the Compensation Committee approved an increase to Mr. Lebda’s base salary from $750,000 to $800,000, representing his first salary increase since 2017. In determining this adjustment, the Committee considered the sustained growth and evolution of the Company since his last salary change, his continued leadership and performance as founder and Chief Executive Officer, and competitive market data. The Committee maintained Mr. Lebda’s target annual bonus opportunity at 125% of base salary. Mr. Lebda’s 2025 long-term incentive compensation continued to emphasize performance-based pay and long-term stockholder alignment. His annual equity award consisted of a 50/50 value split of time-vested restricted stock units and performance-based stock units tied to stock price hurdles. The RSU portion vested over three years but was subject to a five-year mandatory holding period, while the PSU portion could be earned based on the achievement of specified stock price targets over a multi-year period and similarly subject to extended holding requirements. The Committee believed this structure reinforces a strong pay-for-performance philosophy, encourages sustained stock ownership, and aligns realized compensation with long-term stockholder value creation. Following his passing, Mr. Lebda’s estate received the pro-rated PSU vesting as described under the Long Term Incentives - PSUs Granted to Mr. Lebda and Mr. Peyree section above.

  101. Peyree Compensation

    Peyree Compensation In October 2025, following Mr. Lebda’s passing, the Board of Directors approved the promotion of Scott Peyree from President and Chief Operating Officer to Chief Executive Officer. In setting Mr. Peyree’s compensation, the Committee considered the scope of his expanded responsibilities, internal pay equity, equity stake, prior experience as a CEO, future expectations, and competitive market data, with an emphasis on aligning compensation with Company performance and stockholder value creation. In connection with his promotion to Chief Executive Officer, Mr. Peyree’s pay was structured to emphasize variable, performance-based equity compensation. His base salary was increased to $625,000, and his target annual cash incentive opportunity was set at 100% of base salary for the remainder of 2025, which resulted in below-median cash compensation consistent with being new to the CEO role. The Committee also approved long-term equity incentives designed to align realized compensation with stock price performance in connection with his promotion. Up to 45,000 performance-vested restricted stock units were granted as a 2025 promotion award. Target earnout was for 22,500 performance-vested restricted stock units if the 90-day average closing price stock achieves $75 per share and upside earnout is for 22,500 performance-vested restricted stock units if the 90-day average closing price stock achieves $90 per share within three years of grant. Earned shares vest 50% upon the later of the one-year grant anniversary or upon price hurdle achievement, and the remainder vests 50% on the one-year anniversary of goal achievement. Once the three year performance period has ended, if the determined stock price of Company’s common stock is between the price hurdles and is above $60.00 per share of common stock, then an additional number of PSUs shall vest as determined by multiplying one-third (1/3) of the total number of PSUs by a fraction where the numerator is the difference between the stock price of the Company’s common stock on the performance end date and the stock price attributed to the next lower price hurdle (or $60.00 per share of common stock, if applicable) (such stock price “Baseline Price”) and the denominator is the difference between the stock price attributed to the next higher price hurdle and the Baseline Price. Notwithstanding the foregoing, to the extent that any additional PSUs become vested in accordance with this paragraph, then the amount that shall vest shall be net of any PSUs that were previously vested. The Compensation Committee determined that the promotion equity award granted to Mr. Peyree in connection with his appointment as Chief Executive Officer is a one-time award intended to recognize his expanded responsibilities and to align his long-term incentives with stockholder value creation. This award is not indicative of future annual equity grant practices, and the Compensation Committee expects Mr. Peyree’s future compensation to be determined under the Company’s regular annual compensation framework. The Committee believes this compensation structure appropriately balances fixed and at-risk compensation, reinforces a pay-for-performance philosophy, and aligns the interests of the Company’s Chief Executive Officer with those of its stockholders.

  102. 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 and Peyree and Mses. Olmstead and Enlow-Novitsky 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 and Peyree, and Mses. Olmstead and Enlow-Novitsky 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. Totman was a participant in the Executive Severance Plan prior to his departure from the Company. Mr. Lebda was entitled to the severance benefits set forth in his Employment Agreement. Receipt of these severance payments and benefits, which are described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 46, 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

  103. 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 2025 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 2025. 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.

  104. Mark Ernst

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Scott Peyree | 2025 | 507,308 | 3,848,975 | — | 521,909 | 10,500 | 4,888,692 | | Chief Executive Officer & | 2024 | 472,116 | 1,539,580 | — | 356,250 | 9,669 | 2,377,615 | | President | 2023 | 458,611 | 907,500 | — | 172,500 | 6,879 | 1,545,490 | | Jason Bengel Chief Financial | 2025 | 390,385 | 1,141,980 | — | 285,600 | 10,105 | 1,828,070 | | Officer | 2024 | 329,615 | 659,050 | — | 175,000 | 9,888 | 1,173,553 | | Jill Olmstead | 2025 | 420,000 | 1,564,080 | — | 299,880 | 7,227 | 2,291,187 | | Chief Human Resources | 2024 | 416,154 | 1,199,400 | — | 252,000 | 7,054 | 1,874,608 | | Officer | 2023 | 400,000 | 495,000 | — | 120,000 | 6,923 | 1,021,923 | | Heather Enlow-Novitsky (1) | 2025 | 390,385 | 916,090 | | 238,000 | 8,250 | 1,552,725 | | General Counsel & | | | | | | | | | Corporate Secretary | | | | | | | | | Douglas Lebda | 2025 | 643,846 | 4,920,062 | — | 932,301 | 74,148 | 6,570,357 | | Former Chairman & | 2024 | 750,000 | 3,011,650 | — | 937,500 | 12,375 | 4,711,525 | | Chief Executive Officer | 2023 | 750,000 | — | — | 468,750 | 12,058 | 1,230,808 | | Scott Totman | 2025 | 193,846 | — | — | — | 116,585 | 310,431 | | Former Chief Technology | 2024 | 416,154 | 703,775 | — | 252,000 | 10,350 | 1,382,279 | | Officer | 2023 | 400,000 | 412,500 | — | 120,000 | 9,900 | 942,400 |

  105. 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 2025 Year-End.” | | (2) Represents the grant date fair value of the respective awards of stock options and RSUs, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 11 “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2025, which is included in our 2025 Annual Report. |

  106. HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES

    | CEO Total Compensation | $5,228,225 | | Median Employee Annual Total Compensation | $151,487 | | CEO to Median Employee Pay Ratio | 35:1 |

  107. HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES

    | Year(1) | Summary Compensation Table Total for PEO (Lebda) | Compensation Actually Paid to PEO (Lebda) (2) | Summary Compensation Table Total for PEO (Peyree) | Compensation Actually Paid to PEO (Peyree) (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) | (j) | (k) | | 2025 | $6,570,357 | $7,475,419 | $4,888,692 | $6,146,544 | $1,495,603 | $1,778,922 | $19.39 | $138.27 | $151 | $133 | | 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 |

  108. HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES

    | (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: |