DEF 14A of Legalzoom.com, Inc.
Filed Apr 22, 2025 · FY20240001193125-25-089176
Election of Directors
Election of Directors Our Board currently consists of six directors. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) classify our Board of Directors into three classes of directors, serving staggered three-year terms of office, as follows:
Election of Directors
| Class I directors with terms expiring at the Annual Meeting | Class II directors with terms expiring at the 2026 annual meeting of stockholders | Class III directors with terms expiring at the 2027 annual meeting of stockholders | | Nathan Gooden Neil Tolaney | Sivan Whiteley | Elizabeth Hamren John Murphy Jeffrey Stibel |
Election of Directors
The directors designated as Class I directors have terms expiring at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board, our Board selected Mr. Nathan Gooden and Mr. Neil Tolaney as nominees for election to our Board at the Annual Meeting as Class I directors to serve for a term of three years until our 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification. Mr. Gooden is standing for election to our Board for the first time. In 2024, the Board, led by the Nominating Committee, conducted a robust search process for a new director with the assistance of Russell Reynolds, an independent third-party search firm. Through that process, the Board sought to enhance the overall skills and expertise of the Board. Specifically, and as further discussed below, the Nominating Committee analyzed the skills and experience demonstrated by the directors on the Board, as well as the skills and experience desired of any potential new director. As part of this process, the Nominating Committee determined to focus on potential director candidates with deep financial expertise, as well as experience with technology-driven platforms for consumers and small businesses. Given his experience, Mr. Gooden was identified as a potential director candidate by Russell Reynolds and, following an interview with each then member of our Board and upon a recommendation from the Nominating Committee, the full Board appointed Mr. Gooden as a director. Each of Mr. Gooden and Mr. Tolaney has consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that Mr. Gooden or Mr. Tolaney will be unable for any reason or unwilling for good cause to serve if elected. In the event either Mr. Gooden or Mr. Tolaney is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the person(s) who are designated as proxy holder(s) may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.
Director Independence
Director Independence Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has affirmatively determined that each of Elizabeth Hamren, Nathan Gooden, John Murphy, Neil Tolaney and Sivan Whiteley is an independent director in accordance with applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Stibel is not an independent director due to his service as our Chief Executive Officer. In addition, the Board previously affirmatively determined that Christine Wang, a director designee of Francisco Partners (as defined below), was an independent director during the period in 2024 during which she served on the Board. Ms. Wang resigned from the Board on May 1, 2024. As of April 10, 2025, the record date for this Annual Meeting, Francisco Partners is able to designate two members to our Board of Directors based on their holdings of common stock. In addition, Dan Wernikoff, who served on our Board through July 9, 2024, was not an independent director due to his service as our Chief Executive Officer through such date. In making the foregoing independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of shares of our common stock by each non-employee director or their affiliated entities.
Director Independence
| 4 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Board Composition
Board Composition Our Board is composed of six highly qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a well-functioning, balanced Board with varying viewpoints and deep expertise. The information below, which is as of the date of this Proxy Statement, provides highlights of certain roles and characteristics of our directors.
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| Age Director Since 50 2024 Committees: Audit Committee Compensation Committee Other Current Public Company Directorships: None Previous Public Company Directorships: None Education: B.S., Accounting, Oral Roberts University | Nathan Gooden Nathan Gooden currently serves as Chief Financial Officer of Squarespace, Inc., a position he has held since October 2022. Prior to Squarespace, Mr. Gooden served as Chief Financial Officer of Amazon Alexa from January 2017 to October 2022. Earlier in his career, Mr. Gooden served as Chief Financial Officer of Spacepointe Limited, a global payments technology company, from January 2016 to December 2016. He was also a founding member of Solavei LLC, a social commerce company, where he served as Chief Financial Officer from June 2014 to February 2016. Mr. Gooden began his career at PricewaterhouseCoopers LLP, where he spent five years as a lead auditor. Key Expertise Provided to the Board: Mr. Gooden’s financial expertise and executive experience in industries spanning payments, social commerce and consumer electronics, as well as his in-depth understanding of platforms that help small businesses, qualifies him to serve on our Board of Directors. Skills and Expertise: ● C-Suite Leadership ● M&A / Capital Allocation ● Subscription-based Business Models ● Human Capital Management ● Financial Expertise ● Risk Assessment and Management ● Public Company Governance |
Class I Director Nominees
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 5 |
Class I Director Nominees
| Age Director Since 42 2022 Committees: Audit Committee Other Current Public Company Directorships: None Previous Public Company Directorships: None Education: B.A., Economics and Political Science, Yale University M.B.A., Harvard Business School | Neil Tolaney Neil Tolaney is a General Partner at TCV, a growth equity firm focused on investments in public and private technology companies. Mr. Tolaney first joined TCV as Vice President, Growth Equity from 2011 to 2013 and rejoined in March 2020. Prior to rejoining TCV, Mr. Tolaney was a Deal Partner at Francisco Partners from 2016 to 2020 and Managing Director at PersonalizationMall.com from 2013 to 2016. Mr. Tolaney serves on the board of directors of Strava, Inc., a private company. Key Expertise Provided to the Board: Mr. Tolaney’s private equity expertise and focus on investing and operations to serve consumers and SMEs across digital platforms qualifies him to serve on our Board of Directors. Skills and Expertise: ● Product Innovation ● M&A / Capital Allocation ● Subscription-based Business Models ● Financial Expertise ● Public Company Governance |
Class I Director Nominees
| 6 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Continuing Directors
Continuing Directors
Continuing Directors
| Age Director Since 53 2021 Committees: Audit Committee Compensation Committee Other Current Public Company Directorships: Hasbro, Inc. (Nasdaq: HAS) Previous Public Company Directorships: None Education: B.S.E., Civil Engineering and Operations Research, Princeton University M.B.A, Harvard Business School | Elizabeth Hamren Elizabeth (Liz) Hamren has served as Chief Executive Officer of Ring, Inc., the smart doorbell and home security technology company acquired by Amazon, Inc., since March 2023. Previously, Ms. Hamren served as Chief Operating Officer of Discord Inc., a private company providing voice, video and text communication services, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren was Corporate Vice President for Gaming Experience & Platforms at Microsoft Corp., a multinational technology corporation, from May 2018 to December 2021, where she ran product and engineering for Xbox’s consumer products and services including Game Pass, all Xbox hardware and platform software, and PC experience, and as Corporate Vice President, Devices at Microsoft from March 2017 to April 2018. Prior to joining Microsoft, Ms. Hamren was Head of Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.) from August 2015 to March 2017, and was Vice President of Marketing at Dropcam, Inc. from November 2012 to October 2014. She has previously held executive roles at Plantronics, Jawbone, and OQO, Inc. Key Expertise Provided to the Board: Ms. Hamren’s executive leadership experience in digital products and marketing, including significant experience launching industry-defining and subscription-based technology with a focus on customer solutions, along with her knowledge of the technology industry, qualifies her to serve on our Board of Directors. Skills and Expertise: ● Operations and Process Transformation ● C-Suite Leadership ● Product Innovation ● Go-to-Market ● Subscription-based Business Models ● Human Capital Management ● Risk Assessment and Management ● Public Company Governance |
Continuing Directors
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 7 |
Continuing Directors
| Lead Independent Director Age Director Since 56 2021 Committees: Audit Committee, Chair Nominating Committee Other Current Public Company Directorships: Pure Storage, Inc. (NYSE: PSTG) Roper Technologies, Inc. (Nasdaq: ROP) Previous Public Company Directorships: None Education: B.S., Accounting, Fordham University M.B.A, Marshall School of Business, University of Southern California | John Murphy John Murphy has served as our Lead Independent Director since July 2024. He served as the Executive Vice President and Chief Financial Officer of Adobe Inc., a multinational computer software company, from April 2018 until October 2021, and served as Adobe’s Senior Vice President, Chief Accounting Officer and Corporate Controller from March 2017 until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 to August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV, he worked at several global companies, including Experian, Nestlé, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. He served on the board of directors of DirecTV Holdings LLC, a private company, from November 2007 until August 2014. Key Expertise Provided to the Board: Mr. Murphy’s background in the technology sector, as well as extensive experience in finance and accounting and experience leading initiatives to scale organizations and re-imagine processes using cutting-edge technologies, qualifies him to serve on our Board of Directors. Skills and Expertise: ● Operations and Process Transformation ● C-Suite Leadership ● M&A / Capital Allocation ● Subscription-based Business Models ● Human Capital Management ● Financial Expertise ● Risk Assessment and Management ● Public Company Governance |
Continuing Directors
| 8 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Continuing Directors
| CEO & Chair of the Board Age Director Since 51 2014 Committees: None Other Current Public Company Directorships: None Previous Public Company Directorships: Autoweb, Inc. (Formerly Nasdaq: AUTO) Education: B.S., Psychology, Philosophy and Cognitive Science, Tufts University M.Sc., Cognitive Science, Brown University Honorary Doctorate of Business, Pepperdine University | Jeffrey Stibel Jeffrey Stibel has served as our Chief Executive Officer since July 2024, Chair of our Board since October 2018 and on our Board of Directors since October 2014. Mr. Stibel has been a partner of Bryant Stibel & Company, an investment and strategic advisory platform, since January 2013. Mr. Stibel also serves as a member of the board of directors of a number of privately held companies and non-profit entities. He was previously a USA Today columnist and author of The New York Times bestseller Breakpoint (Macmillan: 2013) and Wired for Thought (Harvard Business Press: 2009). Mr. Stibel served as the President, Chief Executive Officer and Chairman of the Dun & Bradstreet Credibility Corporation from July 2010 to July 2015, and as Vice Chairman of Dun & Bradstreet Corporation from July 2015 to March 2018. Prior to that, Mr. Stibel was President and Chief Executive Officer of Web.com, Inc. Key Expertise Provided to the Board: Mr. Stibel’s knowledge of online technology companies and successful track record of growing and building businesses gained through his experience as Chief Executive Officer and other leadership positions qualifies him to serve on our Board of Directors. Skills and Expertise: ● Operations and Process Transformation ● C-Suite Leadership ● Product Innovation ● M&A / Capital Allocation ● Go-to-Market ● Subscription-based Business Models ● Human Capital Management ● Financial Expertise ● Risk Assessment and Management ● Public Company Governance |
Continuing Directors
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 9 |
Continuing Directors
| Age Director Since 48 2022 Committees: Compensation Committee, Chair Nominating Committee, Chair Other Current Public Company Directorships: None Previous Public Company Directorships: None Education: B.A., Political Science, University of California, San Diego J.D., Harvard Law School | Sivan Whiteley As Chief Legal Officer and Corporate Secretary of Block, Inc. (formerly Square, Inc.), a global technology company with a focus on financial services, Sivan Whiteley oversaw a worldwide team that was responsible for the company’s legal, regulatory, public policy and communications, compliance, and security operations from December 2021 to February 2023. Ms. Whiteley first joined Block, Inc. in December 2013 and served as its Legal Director, then Associate General Counsel, as well as its General Counsel and Corporate Secretary from March 2018 to November 2021. Prior to joining Block, Inc., Ms. Whiteley served as Associate General Counsel at Better Place, Inc., as Commercial and Product Counsel at eBay Inc., and was a litigator at Bingham McCutchen LLC. Key Expertise Provided to the Board: Ms. Whiteley’s legal, regulatory and compliance experience and her work with small business providers, as well as her experience with corporate governance in her former role as Chief Legal Officer at Block, Inc., qualifies her to serve on our Board of Directors. Skills and Expertise: ● Operations and Process Transformation ● C-Suite Leadership ● M&A / Capital Allocation ● Risk Assessment and Management ● Public Company Governance |
Continuing Directors
Director nominees are elected by a plurality of the votes present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors, which means that the two nominees who receive the highest number of votes cast “For” such nominees will be elected as directors. Stockholders may vote “For” or “Withhold” their vote from one or more of the director nominees. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election of directors.
Continuing Directors
| | Our Board unanimously recommends a vote “FOR” the election to the Board of Directors of each of the Class I director nominees. |
Continuing Directors
| 10 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Director Compensation
Director Compensation
Eligible Director Compensation Policy
Eligible Director Compensation Policy We provide cash and stock compensation to certain non-employee directors for their services as directors or members of committees of the Board of Directors. Our Eligible Director Compensation Policy (the “Policy”) provides each member of our Board of Directors who is not also serving as our employee or as an employee of any of our subsidiaries and is not associated with or nominated by a private equity fund, venture capital fund or other entity that owned shares of our capital stock prior to the effective date of the registration statement filed in connection with our IPO (each, an “Eligible Director”) with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on our Board of Directors. Additional fixed annual cash retainer fees are paid to Eligible Directors for committee membership and chairperson service. The Eligible Directors eligible to participate in the Policy are Elizabeth Hamren, Nathan Gooden, John Murphy and Sivan Whiteley. Neil Tolaney is not eligible to participate in the Policy due to being a general partner at TCV. Certain principal features of the compensation provided under the Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the Policy.
2024 Non-Employee Director Compensation Table
2024 Non-Employee Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during 2024. Mr. Wernikoff served on our Board of Directors during a portion of 2024 and Mr. Stibel served as Chair of the Board during all of 2024. Neither Mr. Wernikoff nor Mr. Stibel received any compensation for their respective service as a director during 2024 and therefore neither Mr. Wernikoff nor Mr. Stibel is included in the table below. The compensation for each of Mr. Wernikoff and Mr. Stibel as a named executive officer is set forth below under “Executive Compensation Tables—Summary Compensation Table.”
2024 Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Elizabeth Hamren | 49,167 | 178,548 | — | 227,715 | | Nathan Gooden(4) | 6,058 | 308,673 | — | 314,731 | | John Murphy | 67,615 | 178,548 | — | 246,163 | | Neil Tolaney(3) | — | — | — | — | | Sivan Whiteley | 55,000 | 178,548 | — | 233,548 | | Christine Wang(4) | — | — | — | — |
2024 Non-Employee Director Compensation Table
| (1) The amount shown for each director is composed of his or her annual Board service fees, committee service fees and any additional committee chair fees, as applicable. |
2024 Non-Employee Director Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of time-vested RSUs granted to the directors during the year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Codification Standard Topic No. 718, Compensation—Stock Compensation (“ASC 718”). These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests. The following table provides information regarding the number of shares of common stock underlying RSUs granted to our non-employee directors that were outstanding as of December 31, 2024: |
2024 Non-Employee Director Compensation Table
| Name | Stock Awards Outstanding at Year End (#) | | Elizabeth Hamren | 21,080 | | Nathan Gooden | 40,938 | | John Murphy | 21,080 | | Neil Tolaney | — | | Sivan Whiteley | 25,528 | | Christine Wang | — |
2024 Non-Employee Director Compensation Table
| (3) Mr. Tolaney did not receive compensation for his service as director during 2024 due to being a general partner at TCV. |
2024 Non-Employee Director Compensation Table
| (4) Mr. Gooden was appointed to our Board effective November 19, 2024. Ms. Wang resigned from our Board effective May 1, 2024. |
2024 Non-Employee Director Compensation Table
| 20 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Executive Compensation Philosophy and Objectives
| • | Align executive compensation with the Company’s corporate strategies, performance against business objectives and goals and the creation of long-term value for our stockholders; and |
Executive Compensation Philosophy and Objectives
| • | Utilize performance metrics aligned with the Company’ business objectives and our stockholder interests in the short-, mid- and long-term to drive accountability, recognize performance, drive engagement and retention, and manage risks associated with underperformance. |
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants and outside service providers and advisors to advise the Compensation Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. Exequity LLP (“Exequity”) served as independent compensation consultant to our Compensation Committee in 2024 and reviewed and advised on various aspects of our executive compensation program, including our compensation peer group, designing our short-term and long-term compensation incentive plans to align with stockholder interests and specific compensation recommendations for our executive officers. The Compensation Committee was directly responsible for the appointment, compensation and oversight of the work of Exequity. The Compensation Committee assessed the independence of Exequity pursuant to applicable SEC and Nasdaq rules and concluded that no conflict of interest existed with respect to the services to the Compensation Committee of Exequity. Exequity did not perform any services for us, except for compensation-related services on behalf of, and as instructed by, the Compensation Committee.
Role of the Compensation Consultant
| 24 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Peer Group
Peer Group The Compensation Committee annually reviews the peer group of companies in our industry to assist the committee in making its compensation decisions and makes updates to such peer group as determined necessary or appropriate. Although the Compensation Committee reviews and discusses the peer company compensation data provided by its compensation consultant to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the Compensation Committee in making compensation decisions. Our peer group for 2024 consisted of the following companies:
Peer Group
| 8x8 Inc. | Elastic N.V. | Smartsheet Inc. | | Alteryx, Inc. | Five9, Inc. | Sprout Social, Inc. | | Angi Inc. | Fiverr International Ltd. | Squarespace, Inc. | | AppFolio Inc. | Guidewire Software, Inc. | Upwork Inc. | | BigCommerce Holdings, Inc. | Intapp, Inc. | Wix.com Ltd. | | BlackLine, Inc. | LiveRamp Holdings, Inc. | Yelp Inc. | | Box, Inc. | New Relic, Inc. | Zeta Global Holdings Corp. | | Chegg, Inc. | PagerDuty, Inc. | Zuora Inc. |
Peer Group
In preparation for the 2025 executive compensation review and the decisions that the Compensation Committee made and will make with respect to 2025 executive compensation, the Compensation Committee reviewed, with assistance from Exequity, the peer group companies listed above. The Compensation Committee determined it was appropriate to make certain changes to the companies comprising the peer group for 2025 pay and performance comparisons. Specifically, New Relic, Inc. and Alteryx, Inc. were each removed from the 2025 peer group because they were taken private in November 2023 and March 2024, respectively. The Compensation Committee also added each of Udemy, Inc., GitLab Inc. and ZipRecruiter, Inc. to the 2025 peer group given their relevant business model fit and their focus on engineering talent and platform technology.
Role of Stockholder Say-on-Pay Votes
Role of Stockholder Say-on-Pay Votes At our annual meeting of stockholders in 2024, we held an advisory vote regarding our executive compensation program, commonly called a “say-on-pay” vote. Of the votes cast, over 81% voted in favor of the “say-on-pay” resolution. We took this result to indicate that our stockholders are generally supportive of our compensation program. We take the views of our stockholders seriously, and in May 2024, we engaged in targeted stockholder engagement concerning our executive compensation program. We reached out to 10 of our top 20 stockholders, representing approximately 26% of our total shares then outstanding, to invite them to participate in calls to discuss our executive compensation program and provide feedback. In response to our outreach, 5 of those stockholders, representing over 11% of our then outstanding shares, accepted the invitation and met with our Chair of the Board. In those meetings, stockholders indicated that they agreed with our decision to remove stock options as a form of long-term equity incentive and to replace them with performance stock units (“PSUs”), as well as our inclusion of total stockholder return as a performance metric underlying our PSUs. We will continue to regularly review our executive compensation programs to ensure alignment with our compensation philosophy, and we are committed to continuing our dialogue with stockholders so that we can be proactive in responding to emerging industry trends, be responsive to stockholder concerns and ensure that our long-term incentive programs drive stockholder value.
Material Elements of Compensation
Annual Bonus Plan Our named executive officers are eligible to receive an annual incentive bonus under our annual bonus plan, which is administered by our Compensation Committee. Based on input from Exequity, the Compensation Committee designed the structure of the annual bonus plan for 2024 to ensure the specific performance measures used were tied to both the Company’s short-term 2024 annual goals and the Company’s longer term strategic priorities, or North Star goals. Mr. Preece and Mr. Radhakrishna were not eligible to receive an annual cash bonus for 2024 as a result of ceasing to be employed by the Company on March 31, 2024 and November 4, 2024, respectively. Pursuant to the Company’s policy for the payment of annual bonuses, employees must remain employed with the Company through the date such bonuses are paid. Mr. Wernikoff ceased to be employed by the Company on July 9, 2024; however, pursuant to the terms of his employment agreement, he remained eligible for, and subsequently received, a 2024 annual cash bonus, which such cash bonus was pro-rated based on the date Mr. Wernikoff’s employment with the Company ended.
Material Elements of Compensation
For 2024, the target annual bonus plan payout amount for each named executive officer who was eligible to receive an annual cash bonus at year end was as follows:
Material Elements of Compensation
| Named Executive Officer | 2024 Earnings ($) | Annual Bonus Target (% of Earnings) | Target Payout ($) | | Jeffrey Stibel(1) | 252,115 | 100% | 252,115 | | Dan Wernikoff(1) | 326,923 | 100% | 326,923 | | Noel Watson | 494,230 | 75% | 370,673 | | Nicole Miller(2) | 443,269 | 71.24% | 315,799 | | (1) Mr. Stibel was appointed as our Chief Executive Officer effective July 9, 2024, replacing Mr. Wernikoff. Mr. Stibel’s target payout is based on his earnings in 2024 and is therefore prorated for the period during 2024 in which he served as our Chief Executive Officer. (2) Effective February 2024, Ms. Miller’s annual bonus target increased from 50% to 75%, resulting in a blended percentage. The Compensation Committee increased Ms. Miller’s annual bonus target in recognition of her expanded role as Chief Legal Officer and her significant contributions to our attorney-assist offerings. | | | |
Material Elements of Compensation
| 1. | Pre-established Annual Corporate Performance Goals (75%). For 2024, the bonus payout under our annual bonus plan was based on the achievement of two pre-established and equally weighted corporate performance goals: (i) total revenue (weighted 50%) and (ii) Adjusted EBITDA (weighted 50%). The Compensation Committee chose total revenue and Adjusted EBITDA as the metrics because they are readily measurable and comparable to peers, relevant to investors and short-term indicators of longer-term value creation. |
Material Elements of Compensation
| Performance Measure | Weight | 2024 Performance Goals(1) | | | FY24 Actual | Payout(1) | Weighted Bonus Funding | | | | Threshold 50% payout | Target 100% payout | Maximum 200% payout | | | | | Total Revenue | 50% | $662.1M | $719.7M | $777.3M | $681.9M | 73.5% | 36.8% | | Adjusted EBITDA(2) | 50% | $124.5M | $146.4M | $168.4M | $148.1M | 102.4% | 51.2% | | Resulting Bonus Funding % (before adjustments for achievements vs. North Star goals): | | | | | | | 88.0% | | (1) The payout for each performance goal assumes proration of achievement between tiers. If the achievement of any goal was below the 50% payout tier, the payout for that specific measure would be zero. (2) For purposes of our annual bonus plan, Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025. | | | | | | | |
Material Elements of Compensation
After balancing the Company’s achievements against the foregoing North Star goals with the work yet to be done, the Compensation Committee determined not to make any upwards or downwards adjustment to the bonus funding percentage for named executive officers. As a result of the foregoing, the bonus pool funding was kept at 88% and the Company performance payout portion of each named executive officer’s 2024 annual bonus plan award was calculated as follows:
Material Elements of Compensation
| Named Executive Officer | Target Payout ($)X | Company Bonus Funding Multiplier | = | Eligible Bonus ($)X | Company Performance Weighting | = | Company Performance Payout ($) | | Jeffrey Stibel | 252,115 | 88% | | 221,862 | 75% | | 166,396 | | Dan Wernikoff | 326,923 | 88% | | 287,692 | 75% | | 215,769 | | Noel Watson | 370,673 | 88% | | 326,192 | 75% | | 244,644 | | Nicole Miller | 315,799 | 88% | | 277,903 | 75% | | 208,427 |
Material Elements of Compensation
| Named Executive Officer | Eligible Bonus ($)X | Individual Performance MultiplierX | Individual Performance Weighting | = | Individual Performance Payout ($) | | Jeffrey Stibel | 221,862 | 100% | 25% | | 55,465 | | Dan Wernikoff | 287,692 | 100% | 25% | | 71,923 | | Noel Watson | 326,192 | 100% | 25% | | 81,548 | | Nicole Miller | 277,903 | 100% | 25% | | 69,476 |
Material Elements of Compensation
| Named Executive Officer | Target Payout ($) | Performance Payouts ($) | | | Total Payout ($) | % of Target | | | | Company Performance | + | Individual Performance | | | | Jeffrey Stibel | 252,115 | 166,396 | | 55,465 | 221,862 | 88% | | Dan Wernikoff | 326,923 | 215,769 | | 71,923 | 287,692 | 88% | | Noel Watson | 370,673 | 244,644 | | 81,548 | 326,192 | 88% | | Nicole Miller | 315,799 | 208,427 | | 69,476 | 277,903 | 88% |
Material Elements of Compensation
Equity Based Incentive Awards Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our directors and employees, including our named executive officers. In November 2023, the Compensation Committee determined to add elements to align our long-term incentives design with stockholder interests, which resulted in the removal of stock options as a form of long-term equity incentive and their replacement with PSUs. Replacing stock options with PSUs provides a performance-driven framework for executive compensation and establishes a direct connection between executive incentives and the achievement of strategic and financial goals. In addition, PSUs can have a less dilutive effect than stock options and this switch aligns with the Company’s broader strategy of managing the impact of dilution of the Company’s equity plans. RSUs will continue to ensure linkage to the stock price performance and promote executive retention over a multi-year time-based vesting period. The RSUs require both continued service and stock price value maintenance to deliver intended values. The RSUs offer value to our named executive officers even in the absence of stock price appreciation (thereby promoting retention), but also provide incentives to our named executive officers that are aligned with our stockholders, as the value of an RSU increases with an increase in the value of the underlying stock. As more fully discussed below, our equity-based incentive awards in 2024 consisted of the following:
Material Elements of Compensation
| • | In July 2024, the Compensation Committee determined that achievement of the 2023 PSUs (as defined below) was not met and declined to exercise any discretion with respect to such 2023 PSUs. As a result, no 2023 PSUs were earned by our named executive officers. |
Material Elements of Compensation
| • | Our 2024 annual equity grants, which were granted in March 2024, consisted of 50% RSUs and 50% PSUs (based on target value) for our continuing named executive officers besides Mr. Wernikoff, our then-current Chief Executive Officer. The 2024 long-term equity incentive design for Mr. Wernikoff consisted of 40% RSUs and 60% PSUs (based on target value). This change represented a meaningful increase in at-risk, performance-based compensation for our executives from 2023 when our long-term equity incentive design consisted of 50% RSUs and 50% stock options, both of which were 100% time-vested. |
Material Elements of Compensation
| • | In July 2024, Mr. Stibel, Chair of the Board, was appointed as our Chief Executive Officer, replacing Mr. Wernikoff. In connection with his appointment, Mr. Stibel received annual equity grants with 40% and 60% of the target value in RSUs and PSUs, respectively. Mr. Stibel was also granted new hire special sign-on PSUs as discussed in more detail below. Further, as part of this leadership transition, the Compensation Committee granted additional RSUs to our continuing named executive officers to support retention. |
Material Elements of Compensation
| • | In August 2024, Mr. Watson was granted additional annual RSUs and PSUs in connection with his promotion to the expanded role of Chief Financial Officer and Chief Operating Officer of the Company, whereby Mr. Watson now oversees the Company’s revenue, marketing, sales, customer care and fulfillment operations. |
Material Elements of Compensation
| • | In November 2024, the Compensation Committee determined to accelerate the annual equity grants for the Company’s senior leadership team for 2025 to late 2024 in order to (i) incentivize performance aligned with the Company’s stockholders, (ii) align the performance criteria of the Chief Executive Officer’s equity compensation with that of the rest of the senior leadership team, and (iii) retain the Company’s senior leadership team for the long-term. The Compensation Committee did not grant additional annual equity awards to continuing members of the Company’s senior leadership team as part of the annual cycle in March 2025. |
2023 PSU Payout
2023 PSU Payout In the first quarter of 2023, our Compensation Committee granted PSUs to our named executive officers which would be earned, if at all, at the end of an eighteen-month performance period ended June 30, 2024 based on the Company’s market share growth at the end of such performance period (the “2023 PSUs”). The Compensation Committee chose market share as the primary performance metric to align with the Company’s strategic pillar at that time to scale the business and grow the top of our customer funnel in order to expand our customer base. Specifically, the 2023 PSUs would be eligible to be earned at the target payout level disclosed in the table below if the Company’s trailing twelve-month market share at the end of the performance period was 11.30%. The minimum threshold payout level disclosed in the table below required the Company’s trailing twelve-month market share at the end of the performance period to be
2023 PSU Payout
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 29 |
2023 PSU Payout
10.50%. For purposes of the 2023 PSUs, market share was defined as the number of limited liability company, incorporation, not-for-profit and ‘doing business as’ orders placed on the Company’s platform (excluding any orders from the Company’s former operations in the U.K.), divided by total U.S. business formations as reported by the U.S. Census. The number of 2023 PSUs eligible to be earned was also subject to adjustment based on a CEBITDA floor and a revenue floor. Specifically, no 2023 PSUs would be eligible to be earned if the Company’s CEBITDA for the eighteen-month period ended June 30, 2024 was less than $175.1 million. Further, unless the Company’s revenue for the twelve-month period ended June 30, 2024 was above $619.85 million, the number of 2023 PSUs that could be earned would be capped at 100% of the target for each named executive officer. Subsequent to June 30, 2024, the Compensation Committee determined that the Company’s trailing twelve-month market share at the end of the performance period was 9.8%, which was below the minimum threshold for payout. As a result, the Compensation Committee did not certify achievement of the 2023 PSUs. Consistent with our commitment to pay for performance, the Compensation Committee declined to adjust the original performance goals or to exercise any discretion and no 2023 PSUs were earned by our named executive officers. The threshold, target and maximum number of 2023 PSUs that was eligible to be earned by each named executive officer, as well as the number of 2023 PSUs actually earned, is set forth below:
2023 PSU Payout
| Name(1) | Threshold (#) | Target (#) | Maximum (#) | Earned (#) | | Dan Wernikoff | 244,798 | 489,596 | 734,394 | 0 | | Noel Watson | 91,799 | 183,598 | 275,397 | 0 | | Rich Preece | 91,799 | 183,598 | 275,397 | 0 | | Shrisha Radhakrishna | 107,099 | 214,198 | 321,297 | 0 | | Nicole Miller | 61,199 | 122,399 | 183,598 | 0 |
2023 PSU Payout
| (1) Mr. Stibel was appointed as Chief Executive Officer effective July 9, 2024 and therefore did not receive a grant of 2023 PSUs. Mr. Preece ceased to be employed by the Company on March 31, 2024, prior to the end of the performance period for the 2023 PSUs, and all 2023 PSUs were forfeited as of his last day of employment. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
Annual 2024 Equity Grants to Continuing Named Executive Officers As discussed above, our Compensation Committee determined that the 2024 long-term equity incentive design for continuing named executive officers should consist of 50% RSUs and 50% PSUs based on target value, except for our Chief Executive Officer, whose long-term equity should consist of 40% RSUs and 60% PSUs based on target value. The Compensation Committee believes that this mix of RSUs and PSUs represents an appropriate balance between risk and reward that would both motivate and retain our senior leadership team and align the interests of our named executive officers with those of our stockholders. The table below sets forth the target value of the 2024 long-term incentive awards received by each named executive officer in March 2024 (or, with respect to Mr. Stibel, in July 2024) and discussed in more detail below. The values of the long-term incentive awards reflected in the table below were designed to be competitive with the market, to recognize the personal performance of each named executive officer in the prior year, and to increase the percentage of total pay that is variable and at risk compared to prior year equity grants.
Annual 2024 Equity Grants to Continuing Named Executive Officers
| Name | Annual RSU Grant: Target Value ($) | Annual PSU Grant: Target Value ($) | | Jeffrey Stibel | 4,200,000 | 6,300,000 | | Dan Wernikoff(1) | 4,200,000 | 6,300,000 | | Noel Watson | 2,875,000 | 2,875,000 | | Shrisha Radhakrishna(1) | 3,500,000 | 3,500,000 | | Nicole Miller | 1,875,000 | 1,875,000 |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (1) Mr. Wernikoff and Mr. Radhakrishna ceased to be employed by the Company on July 9, 2024 and November 4, 2024, respectively, and all unvested RSUs and all PSUs included in the table above were forfeited as of the last day of their respective employment with the Company. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
The target value of the 2024 PSUs (as defined below) shown in the table above does not match the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table. The target value of the 2024 PSUs granted in March 2024 is equal to the number of stock units subject to the applicable award multiplied by our closing share price on the fourth day following our release of fiscal 2024 earnings. However, for purposes of the Summary Compensation Table and Grants of Plan-Based Awards Table, pursuant to SEC rules, the value of 2024 PSUs is equal to their accounting value (also referred to as grant date fair value) as calculated under ASC 718 using a Monte Carlo simulation performed as of the date of grant. A Monte Carlo valuation simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of our common stock price behavior.
Annual 2024 Equity Grants to Continuing Named Executive Officers
| 30 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
Time-Based RSUs The RSUs in the table below were granted to each continuing named executive officer in March 2024 as part of our regular annual equity grant refresh process, to Mr. Stibel in July 2024 in connection with his appointment as Chief Executive Officer and again to Mr. Watson in August 2024 as consideration for his promotion to an expanded role. Mr. Preece ceased to be employed by the Company on March 31, 2024 and therefore did not receive an RSU grant in 2024.
Annual 2024 Equity Grants to Continuing Named Executive Officers
| Name | RSUs Granted (#) | Total Annual Grant Value ($)(1) | | Jeffrey Stibel | 535,031 | 4,119,993 | | Dan Wernikoff(2) | 365,853 | 4,895,113 | | Noel Watson(3) | 293,087 | 3,300,821 | | Shrisha Radhakrishna(2) | 304,878 | 4,079,268 | | Nicole Miller | 163,327 | 2,185,315 |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (1) Amounts reported represent the aggregate grant-date fair value of the RSUs granted to our named executive officers computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the 2024 RSUs are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (2) Mr. Wernikoff and Mr. Radhakrishna ceased to be employed by the Company on July 9, 2024 and November 4, 2024, respectively, and all RSUs included in the table above that remained unvested as of the last day of their respective employment with the Company were forfeited. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (3) The March 2024 and August 2024 grants of RSUs to Mr. Watson consisted of 206,881 and 86,206 RSUs, respectively, and the annual grant value of such RSUs was $2,768,068 and $532,753, respectively. See footnote (1) above for additional information. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
The foregoing RSUs vest quarterly over four years, subject to the named executive officer’s continuous service through the applicable vesting date. Performance Stock Units In March 2024, the Compensation Committee granted PSUs to our named executive officers tied to predetermined performance metrics (the “2024 PSUs”). Specifically, the 2024 PSUs were designed to be earned, if at all, subject to the Company’s achievement of Adjusted EBITDA for the year ended December 31, 2024 relative to predetermined targets and included a relative total stockholder return (“rTSR”) modifier for the Company’s relative performance against those companies in the Nasdaq Composite Index. The Compensation Committee selected Adjusted EBITDA and rTSR, each determined over the applicable performance period, as the performance metrics for the 2024 PSUs because it believes these metrics are important indicators of financial performance and stockholder value creation over such period. The Compensation Committee believes that this 2024 PSU design incentivized management to focus on driving sustainable financial performance and stockholder value. The table below sets forth the 2024 PSUs, as a percentage of the target 2024 PSU grant for each named executive officer, that would be earned, based on the Company’s achievement of Adjusted EBITDA for the performance period:
Annual 2024 Equity Grants to Continuing Named Executive Officers
| Payout Tier(1) | FY24 Adjusted EBITDA(2) | | 50% | $124.5 million | | 75% | $131.8 million | | 90% | $139.1 million | | 100% | $146.4 million | | 110% | $153.7 million | | 150% | $161.1 million | | 200% | $168.4 million |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (1) Expressed as a percentage of target 2024 PSUs eligible to be earned by each named executive officer. If the Company’s Adjusted EBITDA for the year ended December 31, 2024 fell below the 50% payout tier, there would be no payout for any named executive officer. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (2) Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 31 |
Annual 2024 Equity Grants to Continuing Named Executive Officers
The 2024 PSUs would be earned, if at all, based on the Company’s achievement of Adjusted EBITDA for the year ended December 31, 2024. Such earned 2024 PSUs thereafter were subject to adjustment based on the Company’s rTSR performance against the Nasdaq Composite Index over the period from January 1, 2024 through December 31, 2024 (the “rTSR Modifier”), which decreased the payout by 25% if relative rTSR was below the 25th percentile of the Nasdaq Composite Index and increased it by 25% if relative rTSR was above the 75th percentile of the Nasdaq Composite Index. The Compensation Committee believes the rTSR Modifier linked this incentive compensation directly to our relative stockholder returns and provided further alignment with stockholder interests over the performance period, while also recognizing factors that impact our industry and peers. In February 2025, the Compensation Committee certified the payout of the 2024 PSUs at 102.4% of target based on our Adjusted EBITDA of $148.1 million for the year ended December 31, 2024. The payout was not impacted by the rTSR Modifier, as the Company’s relative rTSR fell in the 34th percentile for the performance period. One-third of the earned 2024 PSUs vested immediately upon certification by the Compensation Committee, and the remaining earned 2024 PSUs will vest in eight substantially equal quarterly installments beginning on May 15, 2025, in each case, subject to the named executive officer’s continued employment through the applicable vesting dates. Mr. Preece ceased to be employed by the Company on March 31, 2024 and therefore did not receive a grant of 2024 PSUs. Mr. Wernikoff and Mr. Radhakrishna ceased to be employed by the Company on July 9, 2024 and November 4, 2024, respectively, and all 2024 PSUs were forfeited as of their respective last day of employment with the Company. As a result, neither individual was eligible to earn any 2024 PSUs at the end of the performance period. Mr. Stibel was granted 2024 PSUs in July 2024 as part of his appointment as our Chief Executive Officer. The following below sets forth the 2024 PSUs earned by each eligible named executive officer:
Annual 2024 Equity Grants to Continuing Named Executive Officers
| Name | Target 2024 PSUs (#) | Earned 2024 PSUs (#)(1) | | Jeffrey Stibel | 802,547 | 821,808 | | Noel Watson(2) | 293,087 | 300,120 | | Nicole Miller | 163,327 | 167,246 |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (1) One-third of the earned 2024 PSUs vested immediately and the remaining 2024 PSUS vest in eight substantially equal installments beginning on May 15, 2025, in each case, subject to the named executive officer’s continued employment with the Company through the applicable vesting date. |
Annual 2024 Equity Grants to Continuing Named Executive Officers
| (2) In connection with his promotion to the expanded role of Chief Financial & Operating Officer in August 2024, the Compensation Committee granted to Mr. Watson additional 2024 PSUs with the same terms as those discussed above. The target amount of 2024 PSUs granted to Mr. Watson pursuant to each of his March 2024 and August 2024 grants of 2024 PSUs was 206,881 and 86,206, respectively, and the amount of 2024 PSUs earned by Mr. Watson pursuant to such 2024 PSUs was 211,846 and 88,274, respectively. |
Special Sign-On CEO Equity Grants
Special Sign-On CEO Equity Grants On July 8, 2024, the Board appointed Mr. Stibel, who was serving as Chair of the Board, to serve as Chief Executive Officer of the Company, effective July 9, 2024, replacing Mr. Wernikoff effective as of the same date. In addition to the grants of RSUs and 2024 PSUs discussed above, the Compensation Committee granted Mr. Stibel additional new-hire sign-on PSUs covering a maximum of up to 5,350,318 shares of the Company’s common stock (the “Sign-On PSUs”), which represent 100% at risk compensation. The Sign-On PSUs become eligible to be earned upon the attainment of seven stock price goals over a five-year performance period beginning on July 9, 2024 and, upon certification of achievement of a stock price goal by the Compensation Committee, any resulting earned Sign-On PSUs will remain subject to time-based vesting as discussed below. As shown in the table below, the stock price goals require significant increases in our stock price from the base price of $7.85 per share.
Special Sign-On CEO Equity Grants
| 32 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Special Sign-On CEO Equity Grants
The following table shows a summary of each tranche, including the number of Sign-On PSUs eligible to be earned upon achievement of the applicable stock price goal:
Special Sign-On CEO Equity Grants
| Tranche | Stock Price Goal | Cumulative PSUs Eligible to be Earned | Required Increase from Base Price | Incremental Market Value Added if Stock Price Goal is Achieved(1) | | 1 | $11.78 | 10% of Target | 1.5x | $691 million | | 2 | $15.70 | 33.33% of Target | 2.0x | $1.4 billion | | 3 | $19.63 | 66.66% of Target | 2.5x | $2.1 billion | | 4 | $23.55 | 100% of Target | 3.0x | $2.8 billion | | 5 | $27.48 | 133.33% of Target | 3.5x | $3.5 billion | | 6 | $31.40 | 166.66% of Target | 4.0x | $4.1 billion | | 7 | $35.33 | 200% of Target | 4.5x | $4.8 billion |
Special Sign-On CEO Equity Grants
| (1) Amounts are calculated based on the Company’s market capitalization as of the date of grant and do not include any additional incremental market value as result of achieving the stock price goals included in the 2025 PSUs (discussed below). |
Special Sign-On CEO Equity Grants
The target number of Sign-On PSUs granted to Mr. Stibel was 2,675,159. To earn the shares tied to each tranche of the Sign-On PSUs, the volume-weighted average closing price of our common stock over a consecutive 45-day trading period must equal or exceed the stock price goal for that tranche. This achievement requires that our stock price growth is sustained for a meaningful period in order for any Sign-On PSUs to be eligible to be earned. Full vesting of the Sign-On PSUs requires 450% stock price appreciation relative to the base price during the five-year performance period. If achievement of a stock price goal is certified by the Compensation Committee, 50% of the earned Sign-On PSUs for the applicable tranche will vest immediately upon such certification and the remaining 50% will vest on the first anniversary of the date of such certification. The Sign-On PSUs also are subject to Mr. Stibel’s continued service with the Company through the applicable vesting dates.
2024 Retention Equity Grants
2024 Retention Equity Grants In July 2024, in connection with the Chief Executive Officer transition, the Compensation Committee granted to each continuing named executive officer additional RSUs in order to secure key executives at a critical time of transition (the “Retention RSUs”). The Compensation Committee believes executive team stability and engagement was critical to support the leadership and business transition. The table below sets forth the Retention RSUs granted to each continuing named executive officer in July 2024:
2024 Retention Equity Grants
| Name | RSUs Granted (#) | Total Annual Grant Value ($)(1) | | Noel Watson | 191,082 | 1,499,994 | | Shrisha Radhakrishna(2) | 191,082 | 1,499,994 | | Nicole Miller | 191,082 | 1,499,994 |
2024 Retention Equity Grants
| (1) Amounts reported represent the aggregate grant-date fair value of the RSUs granted to our named executive officers computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the Retention RSUs are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. |
2024 Retention Equity Grants
| (2) Mr. Radhakrishna ceased to be employed by the Company on November 4, 2024 and all of the Retention RSUs included in the table above were forfeited as of the last day of his employment. |
2024 Retention Equity Grants
The Retention RSUs vest in two equal installments on each of July 9, 2025 and July 9, 2026, subject to the named executive officer’s continued service with the Company through the applicable vesting dates.
2024 Retention Equity Grants
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 33 |
2025 Equity Grants to Continuing Named Executive Officers
2025 Equity Grants to Continuing Named Executive Officers Our Compensation Committee generally grants equity awards following our annual review process in March, or as the Compensation Committee otherwise deems appropriate. However, in November 2024, the Compensation Committee, after discussion with and input from Exequity, determined to accelerate the annual refresh equity grants for the Company’s senior leadership team from March 2025 to November 2024 in order to more quickly align the Chief Executive Officer and senior leadership team to a common incentive to drive performance aligned with the Company’s stockholders and to retain the Company’s senior leadership team for the long-term in order to execute against a shared strategy. Consistent with the annual 2024 equity grants, the Compensation Committee determined that the 2025 long-term equity incentive design for the Company’s senior leadership team should consist of 50% RSUs and 50% PSUs based on the target value, other than the Chief Executive Officer, whose equity compensation should consist of 40% RSUs and 60% PSUs. The table below sets forth the target value of the 2025 long-term incentive awards received by each named executive officer in November 2024 and discussed in more detail below. The values of the 2025 long-term equity incentive awards reflected in the table below are consistent with the target values approved by the Compensation Committee for the 2024 long-term incentive awards discussed above.
2025 Equity Grants to Continuing Named Executive Officers
| Name | Annual RSU Grant: Target Value ($) | Annual PSU Grant: Target Value ($) | | Jeffrey Stibel | 4,200,000 | 6,300,000 | | Noel Watson | 2,875,000 | 2,875,000 | | Nicole Miller | 1,875,000 | 1,875,000 |
2025 Equity Grants to Continuing Named Executive Officers
As discussed in more detail above under “Annual 2024 Equity Grants to Continuing Named Executive Officers,” the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table are determined in accordance with ASC 718 using a Monte Carlo simulation and therefore differ from the target award values disclosed above and approved by the Compensation Committee. The Compensation Committee did not grant additional annual equity awards to continuing members of the Company’s senior leadership team as part of the annual cycle in March 2025. 2025 RSUs The table below sets forth the RSUs granted to each continuing named executive officer in November 2024 (the “2025 RSUs”):
2025 Equity Grants to Continuing Named Executive Officers
| Name | RSUs Granted (#) | Total Annual Grant Value ($)(1) | | Jeff Stibel | 607,814 | 4,698,402 | | Noel Watson | 416,063 | 3,216,167 | | Nicole Miller | 271,345 | 2,097,497 | | (1) Amounts reported represent the aggregate grant-date fair value of the 2025 RSUs granted to our named executive officers computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the 2025 RSUs are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. | | |
2025 Equity Grants to Continuing Named Executive Officers
The 2025 RSUs vest quarterly over three years, with the first quarterly vest date to occur on May 15, 2025, in each case subject to the named executive officer’s continuous service through the applicable vesting dates. 2025 PSUs As with the PSUs granted to Mr. Stibel in July 2024, the Compensation Committee determined to grant PSUs to the continuing named executive officers that would be earned only if the Company’s stock price achieved certain pre-determined goals (the “2025 PSUs”). The 2025 PSUs become eligible to be earned upon the attainment of five stock price goals over a three-year performance period beginning on November 15, 2024 and, upon certification of achievement of a stock price goal by the Compensation Committee, certain resulting earned 2025 PSUs will remain subject to time-based vesting as discussed below. As shown in the table below and as with the Sign-On PSUs discussed above, the stock price goals require significant increases in our stock price from the base price of $6.91 per share.
2025 Equity Grants to Continuing Named Executive Officers
| 34 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
2025 Equity Grants to Continuing Named Executive Officers
The following table shows a summary of each tranche, including the number of 2025 PSUs eligible to be earned upon achievement of the applicable stock price goal:
2025 Equity Grants to Continuing Named Executive Officers
| Tranche | Stock Price Goal | Cumulative PSUs Eligible to Be Earned | Required Increase from Base Price | Incremental Market Value Added if Stock Price Goal is Achieved(1) | | 1 | $8.75 | 75% of Target | 1.27x | $322 million | | 2 | $10.50 | 125% of Target | 1.52x | $621 million | | 3 | $13.75 | 200% of Target | 1.99x | $1.2 billion | | 4 | $17.25 | 275% of Target | 2.50x | $1.8 billion | | 5 | $20.50 | 400% of Target | 2.97x | $2.4 billion | | (1) Amounts are calculated based on the Company’s market capitalization as of the date of grant and do not include any additional incremental market value as result of achieving the stock price goals included in the Sign-On PSUs (discussed above). | | | | |
2025 Equity Grants to Continuing Named Executive Officers
The target number of 2025 PSUs granted to our continuing named executive officers in November 2024 was as follows: Jeff Stibel (911,722), Noel Watson (416,063) and Nicole Miller (271,345). To earn the 2025 PSUs tied to each tranche in the table above, the volume-weighted average closing price of our common stock over a consecutive 30-day trading period must equal or exceed the stock price goal. This achievement requires that our stock price growth is sustained for a meaningful period in order for any 2025 PSUs to be eligible to be earned. Full vesting of the 2025 PSUs requires 294% stock price appreciation relative to the base price during the three-year performance period. Further, in the first year of the performance period, regardless of whether there is certification of achievement of a stock price goal, the 2025 PSUs will not vest before November 15, 2025, which serves as an additional retention incentive. In the second and third years of the performance period, the 2025 PSUs will vest immediately upon certification by the Compensation Committee of achievement of a stock price goal. The 2025 PSUs also are subject to continued service with the Company through the applicable vesting dates. The first stock price goal of $8.75 was achieved during the first quarter of 2025 and the 2025 PSUs earned as a result of such achievement will vest in full on November 15, 2025. Employee Benefits and Perquisites We have generally not offered special benefits to our named executive officers. We provide 401(k) matching contributions as discussed under “Health and Welfare and Retirement Benefits” below. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. We also maintain an employee stock purchase plan in order to enable eligible employees, including our eligible named executive officers, to purchase shares of our common stock at a discount.
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation Our named executive officers do not participate in any defined benefit pension plans or nonqualified deferred compensation plans.
Pension Benefits and Nonqualified Deferred Compensation
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 35 |
Equity Grant Practices
Equity Grant Practices We do not grant equity awards in anticipation of the release of material non-public information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material non-public information were to become known to the Compensation Committee before the grant of an equity award, the Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. We typically grant annual equity awards following our annual review process in March, or as the Compensation Committee otherwise deems appropriate. We will generally grant equity awards to newly hired and promoted employees after the release of the Company’s earnings for the quarter during which the individual was hired or promoted. In 2024, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers. As discussed above, in November 2023 our Compensation Committee decided to remove stock options as a form of long-term equity incentive for our named executive officers. We removed stock options as a form of equity compensation for our employees other than our named executive officers prior to our IPO.
Summary Compensation Table
Summary Compensation Table The following table describes the 2024, 2023 and 2022 compensation provided to our named executive officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jeffrey Stibel | 2024 | 252,115 | — | 60,700,819 | — | 221,862 | 9,908 | 61,184,704 | | Chief Executive Officer and Chair of the Board(6) | | | | | | | | | | Dan Wernikoff | 2024 | 326,923 | — | 11,237,638 | — | 287,692 | 588,800 | 12,441,053 | | Former Chief Executive | 2023 | 538,462 | — | 8,968,783 | 5,947,916 | 484,615 | 13,200 | 15,952,976 | | Officer(6) | 2022 | 500,000 | — | 4,394,410 | 5,131,984 | 360,000 | 12,200 | 10,398,594 | | Noel Watson | 2024 | 494,230 | — | 20,588,332 | — | 326,192 | 13,077 | 21,421,831 | | Chief Operating Officer & | 2023 | 465,385 | — | 3,684,205 | 2,643,522 | 325,915 | 13,200 | 7,132,227 | | Chief Financial Officer | 2022 | 450,000 | — | 3,105,282 | 2,565,982 | 230,400 | 12,200 | 6,363,864 | | Rich Preece | 2024 | 129,808 | — | — | — | — | 462,615 | 592,423 | | Former Chief Operating | 2023 | 438,462 | — | 3,555,838 | 2,478,300 | 277,464 | 11,785 | 6,761,849 | | Officer(6) | 2022 | 384,616 | — | 3,105,282 | 2,565,982 | 185,000 | 12,200 | 6,253,080 | | Shrisha Radhakrishna | 2024 | 460,096 | — | 9,807,614 | — | — | 13,155 | 10,280,865 | | Former Chief Technology | 2023 | 438,462 | — | 4,212,659 | 2,973,952 | 332,957 | 13,200 | 7,971,230 | | Officer and Chief | 2022 | 400,000 | — | 3,105,282 | 2,565,982 | 255,600 | 12,200 | 6,339,064 | | Product Officer(6) | | | | | | | | | | Nicole Miller | 2024 | 443,268 | — | 14,108,221 | — | 277,903 | — | 14,829,392 | | Chief Legal Officer | 2023 | 411,539 | — | 2,113,831 | 1,321,759 | 208,341 | — | 4,055,470 | | and Secretary | 2022 | 400,000 | — | 1,600,259 | 1,603,731 | 144,000 | 1,231 | 3,749,221 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned in 2024 for each named executive officer. See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Base Salary” above. |
Summary Compensation Table
| (2) Amounts reported represent the aggregate grant-date fair value of RSU and PSU awards granted to our named executive officers under our 2021 Plan. For the grant date fair value of each equity award granted to a named executive officer in 2024, see the “Grants of Plan-Based Awards in 2024” table below. These amounts were computed in accordance with ASC 718 and therefore differ from the target award values approved by the Compensation Committee. See above under “Compensation Discussion and Analysis—Material Elements of Compensation—Equity Based Incentive Awards” for more information. The assumptions and methodologies used in calculating the grant-date fair value of these awards are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. For 2023, the 2023 PSUs are included in this column at their target value. The maximum grant date value of the 2023 PSUs, assuming the highest level of performance achieved, is as follows: Mr. Wernikoff, $6,521,419; Mr. Watson, $2,445,525; Mr. Preece, $2,445,525; Mr. Radhakrishna, $2,853,117; Ms. Miller, $1,630,355. No 2023 PSUs were earned by our named executive officers as the performance criteria underlying the 2023 PSUs were not met. For 2024, the 2024 PSUs are included in this column at their target value. The maximum grant date value of the 2024 PSUs, assuming the highest level of performance achieved, is as follows: Mr. Stibel, $12,375,274; Mr. Wernikoff, $16,913,399; Mr. Watson (March 2024), $6,376,072; Mr. Watson (August 2024), $962,058; Mr. Radhakrishna, $9,396,339; Ms. Miller, $5,033,738. The Monte Carlo simulations used to value the 2024 PSUs, Sign-On PSUs and 2025 PSUs included various assumptions such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. See “Grants of Plan-Based Awards in 2024” below for additional information. All unvested RSUs and PSUs granted to each of Mr. Preece, Mr. Wernikoff and Mr. Radhakrishna were forfeited as of their respective last day of employment with the Company. See footnote (6) for additional information. |
Summary Compensation Table
| (3) In November 2023, the Compensation Committee decided to remove stock options as a form of long-term equity incentive and replace them with PSUs beginning in 2024. As a result, no stock options were granted in 2024. For 2023 and 2022, the amounts in this column do not reflect the actual economic value that may be realized by the named executive officer. Amounts reported represent the aggregate grant-date fair value of stock option awards granted to our named executive officers under our 2021 Plan and our 2016 Stock Incentive Plan (the “2016 Plan”), as applicable, as applicable, computed in accordance with ASC 718. The assumptions and methodologies used in calculating the grant-date fair value of the stock options reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. |
Summary Compensation Table
| (4) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the cash bonus amounts paid to our named executive officers for the years indicated pursuant to our annual bonus plan. |
Summary Compensation Table
| (5) Reflects the value of 401(k) contributions made by the Company. For Mr. Wernikoff, also includes severance payments of $575,000 pursuant to the terms of his employment agreement. For Mr. Preece, also includes severance payments of $450,000 pursuant to the terms of his employment agreement. |
Summary Compensation Table
| (6) Mr. Stibel was appointed as Chief Executive Officer on July 9, 2024. Mr. Preece ceased to be employed by the Company as of March 31, 2024, Mr. Wernikoff ceased to be employed by the Company as of July 9, 2024, and Mr. Radhakrishna ceased to be employed by the Company as of November 4, 2024. |
Summary Compensation Table
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 37 |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table includes information regarding RSUs, PSUs and stock options granted to our named executive officers under our 2021 Plan during the year ended December 31, 2024:
Grants of Plan-Based Awards in 2024
| Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/ Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($)(2) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jeffrey Stibel | RSU | 7/9/2024 | — | — | — | — | — | — | 535,031 | — | — | 4,199,993 | | | PSU | 7/9/2024 | — | — | — | 401,273 | 802,547 | 1,605,094 | — | — | — | 6,323,765 | | | PSU | 7/9/2024 | — | — | — | — | 2,675,159 | 5,350,318 | — | — | — | 26,147,883 | | | RSU | 11/15/2024 | — | — | — | — | — | — | 607,814 | — | — | 4,698,402 | | | PSU | 11/15/2024 | — | — | — | — | 911,722 | 3,646,886 | — | — | — | 19,330,775 | | | Annual Incentive | — | — | $252,115 | — | — | — | — | — | — | — | — | | Dan Wernikoff(4) | RSU | 3/8/2024 | — | — | — | — | — | — | 365,853 | — | — | 4,895,113 | | | PSU | 3/20/2024 | — | — | — | 274,390 | 548,780 | 1,097,560 | — | — | — | 6,342,525 | | | Annual Incentive | — | — | $326,923 | — | — | — | — | — | — | — | — | | Noel Watson | RSU | 3/8/2024 | — | — | — | — | — | — | 206,881 | — | — | 2,768,068 | | | PSU | 3/20/2024 | — | — | — | 103,440 | 206,881 | 413,762 | — | — | — | 3,258,173 | | | RSU | 7/9/2024 | — | — | — | — | — | — | 191,082 | — | — | 1,499,994 | | | RSU | 8/19/2024 | — | — | — | — | — | — | 86,206 | — | — | 532,753 | | | PSU | 8/19/2024 | — | — | — | 43,103 | 86,206 | 172,412 | — | — | — | 491,612 | | | RSU | 11/15/2024 | — | — | — | — | — | — | 416,063 | — | — | 3,216,167 | | | PSU | 11/15/2024 | — | — | — | — | 416,063 | 1,664,252 | — | — | — | 8,821,565 | | | Annual Incentive | — | — | $370,673 | — | — | — | — | — | — | — | — | | Rich Preece(4) | — | — | — | — | — | — | — | — | — | — | — | — | | Shrisha | RSU | 3/8/2024 | — | — | — | — | — | — | 304,878 | — | — | 4,079,268 | | Radhakrishna(4) | PSU | 3/20/2024 | — | — | — | 152,439 | 304,878 | 609,756 | — | — | — | 4,228,353 | | | RSU | 7/9/2024 | — | — | — | — | — | — | 191,082 | — | — | 1,499,994 | | Nicole Miller | RSU | 3/8/2024 | — | — | — | — | — | — | 163,327 | — | — | 2,185,315 | | | PSU | 3/20/2024 | — | — | — | 81,663 | 163,327 | 326,654 | — | — | — | 2,572,240 | | | RSU | 7/9/2024 | — | — | — | — | — | — | 191,082 | — | — | 1,499,994 | | | RSU | 11/15/2024 | — | — | — | — | — | — | 271,345 | — | — | 2,097,497 | | | PSU | 11/15/2024 | — | — | — | — | 271,345 | 1,085,380 | — | — | — | 5,753,175 | | | Annual Incentive | — | — | $315,799 | — | — | — | — | — | — | — | — |
Grants of Plan-Based Awards in 2024
| (1) RSUs are time-based and will vest over the requisite service period, subject to the respective individual’s continued employment with the Company through the applicable vesting dates. The 2024 PSUs granted to each of Mr. Wernikoff, Mr. Watson, Mr. Radhakrishna and Ms. Miller in March 2024, to Mr. Stibel in July 2024 and to Mr. Watson in August 2024 were to vest upon the achievement of Adjusted EBITDA for the year ended December 31, 2024 and included a TSR modifier to align the awards with stockholder interests. The Sign-On PSUs granted to Mr. Stibel in July 2024 vest upon the attainment of seven stock price goals over a five-year performance period, subject to Mr. Stibel’s continued employment with the Company through the applicable vesting dates. The 2025 PSUs granted to each of Mr. Stibel, Mr. Watson and Ms. Miller in November 2024 vest upon the attainment of five stock price goals over a three-year performance period, subject to each individual’s respective continued employment with the Company through the applicable vesting dates. See “Compensation Discussion and Analysis—Material Elements of Compensation” above for additional information. |
Grants of Plan-Based Awards in 2024
| (2) For actual amounts paid pursuant to the 2024 annual cash bonus plan, see “Compensation Discussion and Analysis—Material Elements of Compensation” above. |
Grants of Plan-Based Awards in 2024
| (3) Amounts reported in this column represent the grant-date fair value of RSUs and PSUs granted in 2024 computed in accordance with ASC 718 and therefore differ from the target award values approved by the Compensation Committee. See above under “Compensation Discussion and Analysis—Material Elements of Compensation—Equity Based Incentive Awards” for more information. The assumptions and methodologies used in calculating the grant-date fair value of the RSUs and PSUs reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. The grant date fair value of the 2024 PSUs granted in March 2024 was calculated based on $15.41 per share, the grant date fair value of the 2024 PSUs granted to Mr. Stibel in July 2024 was calculated based on $7.71 per share and the grant date fair value of the additional 2024 PSUs granted to Mr. Watson in August 2024 was calculated based on $5.58 per share, all of which were determined using a Monte Carlo simulation model. The grant date fair value of the Sign-On PSUs granted to Mr. Stibel was calculated based on fair values ranging from $3.82 to $6.83 per share, which was determined using a Monte Carlo simulation model. The grant date fair value of the 2025 PSUs granted to each of Mr. Stibel, Mr. Watson and Ms. Miller in November 2024 was calculated based on fair values ranging from $4.02 to $7.05 per share, which was determined using a Monte Carlo simulation model. The foregoing Monte Carlo simulations included various assumptions such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. |
Grants of Plan-Based Awards in 2024
| (4) Mr. Wernikoff ceased to be employed by the Company on July 9, 2024 and was eligible to receive a prorated annual cash bonus in accordance with the terms of his employment agreement. See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Bonus Plan” for additional information. Mr. Preece ceased to be employed by the Company on March 31, 2024 and did not receive any equity grants in 2024, nor was he eligible to receive an annual cash bonus. Mr. Radhakrishna ceased to be employed by the Company as of November 4, 2024 and was therefore not eligible to receive an annual cash bonus. All unvested RSUs and PSUs held by Mr. Wernikoff, Mr. Preece and Mr. Radhakrishna on their respective last days of employment with the Company were forfeited. |
Grants of Plan-Based Awards in 2024
| 38 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table reflects information regarding outstanding unvested equity held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards as of December 31, 2024
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jeffrey Stibel | — | — | — | — | 607,814(2) | 4,564,683 | — | — | | | — | — | — | — | 501,592(3) | 3,766,956 | — | — | | | — | — | — | — | — | — | 3,646,886(4) | 27,388,114 | | | — | — | — | — | — | — | 5,350,318(5) | 40,180,888 | | | — | — | — | — | — | — | 802,547(6) | 6,027,128 | | Dan Wernikoff | 3,627,936 | — | 9.82(21) | 9/19/2029(7) | — | — | — | — | | | 3,627,936 | — | 9.82 | 9/19/2029(7) | — | — | — | — | | Noel Watson | 763,747 | — | 9.82 | 11/18/2030 | — | — | — | — | | | 90,317 | 20,843(8) | 28.00 | 6/28/2031 | — | — | — | — | | | 266,885 | 121,312(9) | 14.15 | 3/26/2032 | — | — | — | — | | | 267,747 | 344,248(10) | 8.39 | 3/18/2033 | — | — | — | — | | | — | — | — | — | 8,337(11) | 62,611 | — | — | | | — | — | — | — | 48,525(12) | 364,423 | — | — | | | — | — | — | — | 34,368(13) | 258,104 | — | — | | | — | — | — | — | 137,699(14) | 1,034,119 | — | — | | | — | — | — | — | 168,091(15) | 1,262,363 | — | — | | | — | — | — | — | 191,082(16) | 1,435,026 | — | — | | | — | — | — | — | 416,063(17) | 3,124,633 | — | — | | | — | — | — | — | 80,819(18) | 606,951 | — | — | | | — | — | — | — | — | — | 1,664,250(4) | 12,498,518 | | | — | — | — | — | — | — | 86,206(6) | 647,407 | | | — | — | — | — | — | — | 206,881(6) | 1,553,676 | | Rich Preece | 943,140 | — | 9.82(21) | 1/6/2030(19) | — | — | — | — | | | 1,320,397 | — | 9.82 | 1/6/2030(19) | — | — | — | — | | | 111,606 | — | 28.00 | 6/28/2031(19) | — | — | — | — | | Shrisha | 242,623 | — | 14.15 | 3/26/2032(20) | — | — | — | — | | Radhakrishna | 258,184 | — | 8.39 | 3/18/2033(20) | — | — | — | — | | Nicole Miller | 381,874 | — | 9.82(21) | 9/23/2030 | — | — | — | — | | | 763,747 | — | 9.82 | 9/23/2030 | — | — | — | — | | | 108,815 | 25,112(8) | 28.00 | 6/28/2031 | — | — | — | — | | | 166,802 | 75,820(9) | 14.15 | 3/26/2032 | — | — | — | — | | | 133,873 | 172,124(10) | 8.39 | 3/18/2033 | — | — | — | — | | | — | — | — | — | 10,045(11) | 75,438 | — | — | | | — | — | — | — | 30,328(12) | 227,763 | — | — | | | — | — | — | — | 8,592(13) | 64,526 | — | — | | | — | — | — | — | 68,850(14) | 517,064 | — | — | | | — | — | — | — | 132,704(15) | 996,607 | — | — | | | — | — | — | — | 191,082(16) | 1,435,026 | — | — | | | — | — | — | — | 271,345(17) | 2,037,801 | — | — | | | — | — | — | — | — | — | 1,085,377(4) | 8,151,181 | | | — | — | — | — | — | — | 163,327(6) | 1,226,586 |
Outstanding Equity Awards as of December 31, 2024
| (1) This amount reflects the fair market value of our common stock of $7.51 per share as of December 31, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) The RSUs vest in substantially equal quarterly installments over a three-year period, with the first vesting date being May 15, 2025, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (3) The RSUs vest in substantially equal quarterly installments over a four-year period beginning August 15, 2024, with the first vesting date being November 15, 2024, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 39 |
Outstanding Equity Awards as of December 31, 2024
| (4) The 2025 PSUs are eligible to be earned upon the attainment of five stock price goals over a three-year performance period beginning on November 15, 2024. Upon achievement of a stock price goal within the first year of the performance period, the earned 2025 PSUs will vest on November 15, 2025, and upon achievement of a stock price goal within the second or third year of the performance period, the 2025 PSUs will vest immediately upon certification by the Compensation Committee, in each case, subject to continuing service with the Company on each vesting date. In February 2025, the Compensation Committee certified achievement of the first stock price goal and the following 2025 PSUs were earned: Mr. Stibel (683,791); Mr. Watson (312,047); and Ms. Miller (203,508). The earned 2025 PSUs will vest in full on November 15, 2025. The amount reported above is at the maximum achievement level. |
Outstanding Equity Awards as of December 31, 2024
| (5) The Sign-On PSUs are eligible to be earned upon the attainment of seven stock price goals over a five-year performance period beginning on July 9, 2024. If achievement of a stock price goal is certified by the Compensation Committee, 50% of the earned Sign-On PSUs for the applicable tranche will vest immediately upon such certification and the remaining 50% will vest on the first anniversary of the date of such certification, subject to continuous service with the Company on each vesting date. The amount reported above is at the maximum achievement level. |
Outstanding Equity Awards as of December 31, 2024
| (6) The amounts shown in this column represent unearned 2024 PSUs as of December 31, 2024, which were eligible to be earned based on the Company’s achievement of Adjusted EBITDA for the year ended December 31, 2024 relative to predetermined targets and included a rTSR Modifier for the Company’s relative performance against those companies in the Nasdaq Composite Index. In February 2025, the Compensation Committee certified the payout of the 2024 PSUs at 102.4% of target and the following 2024 PSUs were earned: Mr. Stibel (821,808); Mr. Watson (300,120); and Ms. Miller (167,246). The earned 2024 PSUs will vest in eight substantially equal installments with the first quarterly installment to vest on May 15, 2025, subject to continuous service with the Company on each vesting date. The amount reported in the table above is at the target achievement level. |
Outstanding Equity Awards as of December 31, 2024
| (7) These unexercised options are exercisable until July 9, 2025, which is the one-year anniversary of the date Mr. Wernikoff ceased to serve as the Company’s Chief Executive Officer. |
Outstanding Equity Awards as of December 31, 2024
| (8) These unexercisable stock options vest in two substantially equal installments on each of May 15, 2025 and August 15, 2025, after which the stock option will be fully vested, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (9) These unexercisable stock options vest in four substantially equal installments on each of May 15, 2025, August 15, 2025, November 15, 2025 and February 15, 2026, after which the stock option will be fully vested, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (10) These unexercisable stock options vest in eight substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the stock option will be fully vested on February 15, 2027, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (11) These unvested RSUs vest in two substantially equal installments on each of May 15, 2025 and August 15, 2025, after which the RSUs will be fully vested, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (12) These unvested RSUs vest in four substantially equal installments on each of May 15, 2025, August 15, 2025, November 15, 2025 and February 15, 2026, after which the RSUs will be fully vested, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (13) These unvested RSUs vest in six substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the RSUs will be fully vested on August 15, 2026, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (14) These unvested RSUs vest in eight substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the RSUs will be fully vested on February 15, 2027, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (15) These unvested RSUs vest in twelve substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the RSUs will be fully vested on February 15, 2028, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (16) These unvested RSUs vest in two equal installments on each of July 9, 2025 and July 9, 2026, subject to continuous service with the Company on each vesting date, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (17) These unvested RSUs vest in twelve substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the RSUs will be fully vested on February 15, 2028, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (18) These unvested RSUs vest in fourteen substantially equal installments, with the next quarterly vesting date occurring on May 15, 2025, such that the RSUs will be fully vested on August 15, 2028, subject to continuous service with the Company on each vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (19) These unexercised stock options expired on March 31, 2025, which is the one-year anniversary of the date Mr. Preece ceased to serve as the Company’s Chief Operating Officer. |
Outstanding Equity Awards as of December 31, 2024
| (20) These unexercised stock options expired on February 4, 2025, which is 90-days after the date Mr. Radhakrishna ceased to serve as the Company’s Chief Technology Officer and Chief Product Officer. |
Outstanding Equity Awards as of December 31, 2024
| (21) On September 23, 2020, this stock option award was repriced and the strike price was modified to the strike price consummate with the then-current per-share fair market value. |
Outstanding Equity Awards as of December 31, 2024
| 40 | 2025 PROXY STATEMENT LegalZoom.com, Inc. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table shows the stock options that were exercised and RSUs that vested during the year ended December 31, 2024 for each of our named executive officers. The values shown below are before payment of any applicable withholding tax and/or broker commissions.
Option Exercises and Stock Vested in 2024
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Jeffrey Stibel | 62,112 | 392,335 | 33,439 | 258,483 | | Dan Wernikoff | — | — | 248,317 | 2,565,269 | | Noel Watson | — | — | 348,142 | 3,001,687 | | Rich Preece | 20,678 | 430 | 76,452 | 822,624 | | Shrisha Radhakrishna | — | — | 270,005 | 2,401,122 | | Nicole Miller | — | — | 145,832 | 1,289,137 | | (1) For RSUs, the value realized on vesting is determined by multiplying the number of RSUs that vested by the per-share closing price of our common stock on the vesting date. For stock options, the value realized upon exercise is the difference between the per-share closing price of the underlying common stock on the exercise date less the exercise price of each stock option exercised. The values reported do not represent the actual cash value realized by the named individual upon the vesting of RSUs or exercise of stock options, as applicable, to the extent such individual did not immediately sell the shares upon such vesting or exercise. | | | | |
Potential Payments and Benefits Upon Termination or Change in Control
Potential Payments and Benefits Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including salary or other cash compensation and accrued unused vacation pay, if applicable. Our named executive officers are also eligible for the following severance benefits subject to their timely execution and non-revocation of a release of claims in our favor.
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024 The following table provides information concerning the potential termination or change in control payments that would have been made to each named executive officer who remained employed with us as of December 31, 2024 under the circumstances described above, provided that in the case of Mr. Wernikoff, Mr. Preece and Mr. Radhakrishna, the amounts presented are the severance payments actually made to such individuals pursuant to the terms of their employment agreements. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payments to the named executive officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2024. In the following table, we use the term “qualifying termination” to refer to termination by us without cause or by the executive for good reason.
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
| | Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($) | | Jeffrey Stibel | | | | | | Qualifying Termination(2) | 1,150,000 | 1,004,523 | 33,586 | 2,188,109 | | Qualifying Termination in Connection with Change in Control(3) | 1,650,000 | 14,358,767 | 50,380 | 16,059,147 | | Death or Disability | 550,000 | 8,331,639 | — | — | | Dan Wernikoff | | | | | | Qualifying Termination(2) | 862,692 | — | 35,131 | 897,823 | | Qualifying Termination in Connection with Change in Control(3) | — | — | — | — | | Death or Disability | — | — | — | — | | Noel Watson | | | | | | Qualifying Termination(2) | 500,000 | — | 35,553 | 535,553 | | Qualifying Termination in Connection with Change in Control(3) | 875,000 | 10,349,313 | 35,553 | 11,259,866 | | Death or Disability | — | 8,148,230 | — | 8,148,230 | | Rich Preece | | | | | | Qualifying Termination(2) | 450,000 | — | — | 450,000 | | Qualifying Termination in Connection with Change in Control(3) | — | — | — | — | | Death or Disability | — | — | — | — | | Shrisha Radhakrishna | | | | | | Qualifying Termination | — | — | — | — | | Qualifying Termination in Connection with Change in Control | — | — | — | — | | Death or Disability | — | — | — | — | | Nicole Miller | | | | | | Qualifying Termination(2) | 450,000 | — | — | 450,000 | | Qualifying Termination in Connection with Change in Control(3) | 787,500 | 6,580,810 | — | 7,368,310 | | Death or Disability | — | 5,354,224 | — | 5,354,224 |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
| (1) The equity acceleration value for each named executive officer is based upon the closing price of our common stock of $7.51 on December 31, 2024, which was the last trading day in 2024. For RSUs, the amounts included in equity acceleration value were determined by multiplying $7.51 by the number of unvested RSUs that would accelerate. For options, the amounts included in equity acceleration value were based on the difference between $7.51 and the exercise price of such options (or zero if the difference is negative) multiplied by the number of unvested stock options that would accelerate. For the 2024 PSUs, the amounts included in the equity acceleration value were determined by multiplying $7.51 by the target number of PSUs that would accelerate in the event of a qualifying termination in connection with a change in control. |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
| (2) For Mr. Stibel, represents 12 months of base salary plus Mr. Stibel’s annual incentive bonus for 2024 assuming performance at 150% of the target level ($757,000). For Mr. Wernikoff, represents 12 months of base salary plus Mr. Wernikoff’s annual incentive bonus payout for 2024 assuming performance at the target level ($287,692). For Messrs. Watson, Preece and Ms. Miller, represents 12 months of base salary. |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
| (3) For Mr. Stibel, cash severance represents 18 months of base salary plus 150% of Mr. Stibel’s annual incentive bonus for 2024 assuming performance at the target level ($825,000). For Mr. Watson and Ms. Miller, cash severance represents 12 months of base salary plus the annual incentive bonus for 2024 assuming performance at the target level ($375,000 for Mr. Watson and $337,500 for Ms. Miller). |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024
| LegalZoom.com, Inc. 2025 PROXY STATEMENT | 45 |
CEO Pay Ratio
CEO Pay Ratio Our CEO to median employee pay ratio for 2025 is 498:1. The total 2024 compensation of our current Chief Executive Officer, Mr. Stibel, was $61,507,589 and total 2024 compensation of our median employee was $123,299 based on the methodology presented in the Summary Compensation Table. For 2024, the CEO pay ratio includes the value of the one-time Sign-On PSUs granted to Mr. Stibel in connection with his appointment as CEO, which had an accounting grant date fair value of $26,147,883. Excluding the grant date fair value of the one-time Sign-On PSUs would reduce the CEO pay ratio for 2024 to 287:1. In selecting the median employee under SEC rules, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and our Chief Executive Officer to median employee pay ratio may not be directly comparable to similar disclosure by other reporting companies. As permitted under SEC rules, we are using an employee whose compensation is substantially similar to our 2023 median employee for purposes of our 2024 CEO pay ratio, as the original identified median employee is no longer employed by us and there were no changes to our employee population and compensation in 2024 that would have significantly impacted our pay ratio disclosure. To calculate Mr. Stibel’s compensation for the purpose of the foregoing pay ratio disclosure, we annualized the salary he earned in 2024 following his appointment as Chief Executive Officer in July 2024. We did not annualize the value of the RSU and PSU awards granted to Mr. Stibel in 2024 as the values of such awards were not impacted by his period of service as Chief Executive Officer during 2024. As a result, the amount reported above differs from his compensation as reported above for 2024 in “Executive Compensation Tables—Summary Compensation Table,” consistent with the applicable SEC rules.
Methodology Used to Identify Median Employee
| Year | Summary Compensation Table Total for PEO – Wernikoff ($) (1) | Summary Compensation Table Total for PEO – Stibel ($) (1) | Compensation Actually Paid to PEO – Wernikoff ($) (2) | Compensation Actually Paid to PEO – Stibel ($) (2) | Average Summary Compensation Table Total For Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) (4) | Adjusted EBITDA ($) (5) | | | | | | | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (3) | | | | 2024 | 12,441,053 | 61,184,704 | (12,431,614) | 43,778,341 | 11,781,128 | 2,715,864 | 19.84 | 92.64 | 29,962,519 | 148,113,727 | | 2023 | 15,952,976 | — | 20,239,579 | — | 6,480,194 | 8,875,106 | 29.85 | 71.27 | 13,953,160 | 118,691,151 | | 2022 | 10,398,594 | — | (10,419,083) | — | 5,676,307 | (2,068,778) | 20.45 | 44.15 | (48,733,016) | 63,704,963 |
Methodology Used to Identify Median Employee
| (2) The following table reflects the adjustments used to calculate compensation actually paid from the summary compensation table amounts for 2024. The summary compensation table amounts and the compensation actually paid amounts do not reflect the actual amount of compensation earned by or paid to our executive officers during the applicable year, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. For information regarding the decisions made by our Compensation Committee in regards to our executive officers’ compensation for 2024, see the “ Compensation Discussion and Analysis ” section above. |