DEF 14A of Legalzoom.com, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170325
Class II Director Nominee
Class II Director Nominee
Class II Director Nominee
| Age Director Since 49 2022 Committees: Compensation Committee, Chair Nominating Committee, Chair M&A Committee 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 March 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 technology-based 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 |
Class II Director Nominee
| 6 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Continuing Directors
Continuing Directors
Continuing Directors
| Age Director Since 51 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 technology-based 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 |
Continuing Directors
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 7 |
Continuing Directors
| Age Director Since 43 2022 Committees: Audit Committee M&A Committee, Chair 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 |
Continuing Directors
| 8 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Continuing Directors
| Age Director Since 54 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 AllTrails, a leading digital platform and mobile app for outdoor recreation, since August 2025. She previously served as Chief Executive Officer of Ring, Inc., the smart doorbell and home security technology company acquired by Amazon, Inc., from March 2023 to June 2025. 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. 2026 PROXY STATEMENT | 9 |
Continuing Directors
| Lead Independent Director Age Director Since 57 2021 Committees: Audit Committee, Chair M&A Committee Nominating Committee Other Current Public Company Directorships: Everpure, 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
| 10 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Continuing Directors
| CEO & Chair of the Board Age Director Since 52 2014 Committees: M&A Committee 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
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 nominee who receives the highest number of votes cast “For” such nominee will be elected as a director. Stockholders may vote “For” or “Withhold” their vote from the director nominee. 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 director election.
Continuing Directors
| | Our Board unanimously recommends a vote “FOR” the election to the Board of Directors of the Class II director nominee. |
Continuing Directors
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 11 |
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 fixed annual cash retainer fees and long-term equity compensation awards to 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”). 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. In addition, the Compensation Committee approved certain changes to the annual cash and equity compensation payable to Eligible Directors effective January 1, 2026. See below under “—2026 Director Compensation” for additional information.
2025 Non-Employee Director Compensation Table
2025 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 2025. Mr. Stibel did not receive any compensation for his service as a director during 2025 and therefore is not included in the table below. The compensation for Mr. Stibel as a named executive officer is set forth below under “Executive Compensation Tables—Summary Compensation Table.”
2025 Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Elizabeth Hamren | 52,500 | 209,589 | — | 262,089 | | Nathan Gooden | — | 263,644 | — | 263,644 | | John Murphy | — | 288,358 | — | 288,358 | | Neil Tolaney(3) | — | — | — | — | | Sivan Whiteley | 60,000 | 209,589 | — | 269,589 |
2025 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. For 2025, both Mr. Murphy and Mr. Gooden elected to receive their annual cash compensation in the form of RSUs. |
2025 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, 2025: |
2025 Non-Employee Director Compensation Table
| Name | Stock Awards Outstanding at Year End (#) | | Elizabeth Hamren | 22,831 | | Nathan Gooden | 40,620 | | John Murphy | 22,831 | | Neil Tolaney | — | | Sivan Whiteley | 22,831 |
2025 Non-Employee Director Compensation Table
| (3) Mr. Tolaney did not receive compensation for his service as director during 2025 due to being a general partner at TCV. |
2025 Non-Employee Director Compensation Table
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 21 |
2026 Director Compensation
2026 Director Compensation In consultation with Exequity LLP (“Exequity”), the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews the compensation of our Eligible Directors for continued alignment with comparable companies and sound governance practices. In connection with its 2025 review of the Policy, Exequity performed a benchmarking analysis of our director compensation program against our proxy peer companies. As a result of this analysis and upon Exequity’s recommendation, our Compensation Committee determined to update certain components of our annual director compensation to better align director compensation with the compensation paid to the directors of our peer companies, noting that director compensation had not been updated since 2023. As a result of the foregoing, the Compensation Committee approved the following changes to our director compensation program, effective January 1, 2026:
2026 Director Compensation
| • | Increased the annual Board service retainer from $35,000 to $50,000. |
2026 Director Compensation
| • | Added an annual service retainer for membership on the newly established M&A Committee in the amount of $7,500 for a non-Chair member and $15,000 for the Chair. |
2026 Director Compensation
| • | Increased the annual grant of RSUs made in connection with our annual meeting of stockholders from $200,000 to $225,000. |
2026 Director Compensation
| 22 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Executive Summary
Executive Summary The Company’s executive compensation program is designed to align pay outcomes with Company performance and stockholder value creation, with a significant portion of target compensation delivered as variable, at-risk compensation. For 2025, the Compensation Committee maintained a strong emphasis on performance-based compensation, with annual incentive payouts directly tied to Company financial performance and long-term incentives designed to align executives with stockholder returns. As described in more detail under “—Long-Term Equity Incentive Compensation” below, no equity awards were granted to executive officers in 2025. This reflects the Compensation Committee’s decision in November 2024 to accelerate the annual refresh equity grants for the senior leadership team from their typical March timing to November 2024. This decision was intended to quickly align the senior leadership team to a shared set of performance incentives following the appointment of a new CEO and to strengthen retention during a period of strategic transition. The absence of equity grants in 2025 is a consequence of that timing decision, not a reduction in the overall level of long-term focus or long-term incentive compensation. The Compensation Committee believes the November 2024 grants continued to provide appropriate long-term incentive and retention value throughout 2025, consistent with the Company’s compensation philosophy. In addition, in 2025, the Company delivered strong financial performance, resulting in an annual incentive payout of 129.7% of target based on the Company’s achievement above target for both of its corporate performance metrics. At the same time, the Compensation Committee carefully considered the outcome of the Company’s 2025 say-on-pay vote, which received approximately 59% support — a meaningful decline from the approximately 81% support received in the prior year. We believe the 2025 say-on-pay result primarily reflects one-time equity awards granted in connection with the CEO transition, along with the acceleration of 2025 equity grants into 2024, which together created a distorted view of annual compensation for our named executive officers. However, in the fall of 2025, we undertook extensive stockholder outreach to better understand investor perspectives. In response to this stockholder feedback, the Compensation Committee implemented several key changes to the executive compensation program for 2026, including the introduction of performance stock units based on multiple performance metrics over a multi-year period, thereby reducing reliance on stock price-only performance metrics and strengthening alignment with stockholder interests. See below under “—Say-on-Pay Vote & Stockholder Engagement” and “—2026 Long-Term Incentive Design” for additional information.
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
| • | Incentivize performance and drive accountability that balances short-, mid- and long-term business goals and objectives. |
Executive Compensation Philosophy and Objectives
We implement this philosophy by delivering a significant portion of executive compensation in variable, at-risk compensation, including annual cash incentives tied to Company performance and long-term equity incentives that vest based on continued service for RSUs and achievement of performance goals and continued service for performance stock units (“PSUs”). The Compensation Committee emphasizes pay-for-performance alignment by linking realized compensation outcomes to both short-term financial performance and long-term business growth and stockholder value creation. This philosophy is informed by incorporating feedback from ongoing dialogue with our stockholders, and the program changes implemented for 2026 reflect the Compensation Committee’s commitment to remaining responsive to investor perspectives on executive pay design.
Say-on-Pay Vote & Stockholder Engagement
| What We Heard | What We Did in Response | | Investors expressed their views that long-term incentive awards tied solely to stock price appreciation may reward executives for general market movements rather than company-specific performance. | For 2026, we removed stock price appreciation as the singular metric for the PSUs in our long-term incentive plan, in favor of two distinct performance metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period. | | Investors prefer the use of multiple performance measures in both short- and long-term incentive plans to ensure a more balanced and rigorous assessment of executive performance. | The PSU performance criteria in our 2026 long-term incentive plan was updated to remove stock price hurdles and focus on two metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period. | | Investors noted that long-term plans should maintain rigorous performance metrics, over a sustained period of time, to avoid creating a misalignment between executive pay and stockholder outcomes. | The PSUs in our 2026 long-term incentive plan contain a three-year performance period. In addition, our CEO’s long-term incentive mix has been updated to 70% PSUs and 30% RSUs versus 60% PSUs and 40% RSUs in prior years, to further align with stockholder outcomes and increase at-risk, performance-conditioned compensation. | | Investors indicated that one-time (non-sign-on) equity awards should be used sparingly and, when granted, accompanied by clear and fulsome disclosure of their rationale. | No one-time awards were granted to executive officers in 2025 consistent with the Compensation Committee’s commitment to limit one-time awards. The Compensation Committee also reaffirms that it does not intend to make additional off-cycle awards of this nature to the CEO or other executive officers in the near-term absent exceptional circumstances arising. |
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
Role of the Compensation Consultant
| 26 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Role of the Compensation Consultant
compensation or in carrying out its other responsibilities. Exequity LLP (“Exequity”) served as independent compensation consultant to our Compensation Committee in 2025 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.
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. Peer companies are selected based on factors including revenue, market capitalization, business model alignment and geographic location. 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 2025 consisted of the following companies:
Peer Group
| 8x8 Inc. | Five9, Inc. | Sprout Social, Inc. | | Angi Inc. | Fiverr International Ltd. | Squarespace, Inc. | | AppFolio Inc. | GitLab Inc. | Udemy, Inc. | | BigCommerce Holdings, Inc. | Guidewire Software, Inc. | Upwork Inc. | | BlackLine, Inc. | Intapp, Inc. | Wix.com Ltd. | | Box, Inc. | LiveRamp Holdings, Inc. | Yelp Inc. | | Chegg, Inc. | PagerDuty, Inc. | Zeta Global Holdings Corp. | | Elastic N.V. | Smartsheet Inc. | ZipRecruiter, Inc. | | | | Zuora Inc. |
Peer Group
In preparation for the 2026 executive compensation review and the decisions that the Compensation Committee made and will make with respect to 2026 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 2026 pay and performance comparisons. Specifically, Smartsheet Inc., Squarespace, Inc. and Zuora Inc. were each removed from the 2025 peer group because they were taken private in October 2024, January 2025 and February 2025, respectively. BigCommerce Holdings, Inc. was also removed from the 2025 peer group due to its lack of revenue comparability. Coursera, Inc. was added to the peer group given its relevant business model fit.
Material Elements of Compensation
| Compensation Element | Form | Purpose | Performance Linkage | | Base Salary | Cash | Provide a fixed, competitive level of compensation reflecting role, experience and scope of responsibilities | Reviewed annually in connection with performance evaluations | | Annual Performance Bonus | Cash | Reward achievement of the Company’s annual financial goals and performance objectives | 100% tied to pre-established corporate financial metrics (2025: Total Bookings + Partner Revenue; Adjusted EBITDA) | | Long-Term Equity – RSUs | Time-based restricted stock units | Promote retention and alignment with increasing stockholder value over a multi-year period | Vest quarterly over three years; value tied to stock price | | Long-Term Equity – PSUs | Performance-based restricted stock units | Align executive compensation with rigorous, pre-established performance goals with long-term stockholder value creation and business growth | Earned only upon the achievement of predetermined stock price goals for the PSUs granted in November 2024. Updated for 2026: PSUs will only be earned based on revenue growth and relative TSR. |
Material Elements of Compensation
Annual Base Salary Base salaries for our named executive officers are initially established through arm’s-length negotiations at the time of hiring, taking into account the individual’s qualifications, experience, scope and complexity of responsibilities, and competitive market compensation for similar positions. Base salaries are generally reviewed in January of each year in connection with our annual performance review process, with reference to peer group market data, individual performance, and the scope and complexity of each executive’s responsibilities. No named executive officer is entitled to any automatic base salary increase. For 2025, the Compensation Committee reviewed each named executive officer’s base salary and determined that no increases were warranted. This determination reflected the Compensation Committee’s assessment that existing salary levels remained competitive relative to the peer group and appropriate given each executive’s scope of responsibilities and individual performance. The Compensation Committee also considered the Company’s broader commitment to managing fixed compensation costs while emphasizing variable, performance-based pay, consistent with the Company’s pay-for-performance philosophy. The 2025 base salary for each named executive officer, as approved by the Compensation Committee, was as follows:
Material Elements of Compensation
Annual Performance 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 2025 annual bonus plan to ensure the specific performance measures used were tied to both the Company’s short-term 2025 annual goals and the Company’s longer term strategic priorities, or North Star goals.
Material Elements of Compensation
| Named Executive Officer | Salary ($) | Annual Bonus Target (% of Salary) | Target Payout ($) | | Jeffrey Stibel | 575,000 | 100% | 575,000 | | Noel Watson | 500,000 | 75% | 375,000 | | Nicole Miller | 450,000 | 75% | 337,500 |
Material Elements of Compensation
The overall annual bonus plan payout for each named executive officer was based entirely on pre-established annual corporate performance goals. For 2025, 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 Bookings plus Partner Revenue (weighted 50%) and (ii) Adjusted EBITDA (weighted 50%). The Compensation Committee selected Total Bookings plus Partner Revenue and Adjusted EBITDA to provide a balanced assessment of performance, with Total Bookings plus Partner Revenue reflecting the Company’s focus on market expansion and growing its subscription mix and Adjusted EBITDA measuring profitability and operational discipline. Together, these metrics align management incentives with both top-line growth and sustainable earnings performance. A summary of our 2025 performance goals and our related 2025 results is below:
Material Elements of Compensation
| Performance Measure | Weight | 2025 Performance Goals(1) | | | FY25 Actual | Payout(1) | Weighted Bonus Funding | | | | Threshold 50% payout | Target 100% payout | Maximum 200% payout | | | | | Total Bookings + Partner Revenue | 50% | $709.8 | $769.9M | $831.4M | $793.1M | 118.0% | 59.0% | | Adjusted EBITDA(2) | 50% | $148.2M | $164.1 | $185.3M | $172.2M | 141.1% | 70.70% | | Resulting Bonus Funding % (before any adjustment for achievements vs. North Star goals): | | | | | | | 129.7% | | (1) The payout for each performance goal assumes proration of achievement between tiers. If the achievement of Adjusted EBITDA was below the 50% payout tier, the entire bonus payout 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, 2025, which was filed with the SEC on February 23, 2026. | | | | | | | |
Material Elements of Compensation
The foregoing achievement of each pre-established corporate performance goal resulted in a bonus funding of 129.7%, before applying any North Star factor adjustment for achievement against long-term priorities as discussed below. The 129.7% bonus funding is equal to the sum of the weight of each performance measure (expressed as a percentage) multiplied by the percentage payout for each performance measure. The above-target bonus funding reflects the Company’s performance exceeding target levels for both financial performance metrics, which the Compensation Committee believes demonstrate meaningful progress against the Company’s strategic and financial objectives. Consistent with prior years, the 2025 bonus plan also included a potential 30% upwards or downwards adjustment to the resulting bonus funding payout percentage, which was to be determined by the Compensation Committee based upon achievement of pre-defined long-term strategic priorities, referred to as the Company’s North Star goals. In early 2025, the Compensation Committee set North Star goals that were challenging and considered the Company’s 2025 progress towards long-term strategic goals. Specifically, the 2025 North Star goals included the following: (i) increasing subscription mix; (ii) improving the customer experience; and (iii) realizing M&A synergies. These goals were established at the beginning of the year and evaluated by the Compensation Committee against defined qualitative and quantitative criteria. Given the Company’s achievements against the foregoing North Star goals met the target expectations set in early 2025, the Compensation Committee determined not to make any upwards or downwards adjustment to the bonus funding percentage. As a result of the foregoing, the bonus pool funding was kept at 129.7% and the payout of each named executive officer’s 2025 annual bonus plan award was calculated as follows:
Material Elements of Compensation
| Named Executive Officer | Target Payout ($)X | Company Performance Multiplier | = | Bonus Payout ($) | | Jeffrey Stibel | 575,000 | 129.7% | | 745,775 | | Noel Watson | 375,000 | 129.7% | | 486,375 | | Nicole Miller | 337,500 | 129.7% | | 437,738 |
Material Elements of Compensation
Long-Term Equity Incentive Compensation Our equity awards serve as a long-term incentive and retention tool for our executive officers and reflect the value we place on their contributions to LegalZoom. Since 2023, we have granted a mix of time-based RSUs and PSUs to our executive officers and this approach continues to provide our executive officers with a strong incentive to remain with and build value in LegalZoom over an extended period. The Compensation Committee believes that granting RSU and PSU awards furthers the objectives of our compensation philosophy by motivating strategic financial performance improvement and stockholder returns. By doing so, the interests of our executive officers are closely aligned with our stockholders’ interests. As part of the annual equity program for our executive officers, the Compensation Committee typically reviews in December of each year the scope and complexity, responsibilities and achievements of our executive officers and the criticality of our executive officers to LegalZoom’s strategic initiatives. The Compensation Committee also reviews the executive officers’ external marketability, unvested equity value and the market competitiveness of their equity awards to assess their retention risk in a competitive talent market. When annual equity awards are granted, they typically consist of 50% RSUs and 50% PSUs based on the target value, other than for Mr. Stibel, whose annual refresh equity grants have consisted of 40% RSUs and 60% PSUs. See “—2026 Long-Term Incentive Design” for changes made to the equity mix for Mr. Stibel in 2026. For PSUs, the Compensation Committee reviews each new PSU design in consultation with its independent compensation consultant with the goal of better aligning our executive compensation program with the long-term interests of our stockholders. This process includes reviewing pay-for-performance and long-term retention mechanisms and ensuring fair and appropriate metrics are selected that we believe will deliver meaningful and increased business value over time. The RSUs vest quarterly over three years, subject to the executive officer’s continuous service through applicable vesting dates as a retention mechanism. As discussed in our 2025 proxy statement filed with the SEC on April 22, 2025, in November 2024, the Compensation Committee, after discussion with and input from Exequity, determined to grant the annual refresh equity awards to the Company’s senior leadership team in November 2024 instead of March 2025 in order to accelerate alignment between the Chief Executive Officer’s and senior leadership team’s incentive to collectively drive performance against a new shared strategy and to retain the Company’s senior leadership team for the long-term during a critical transition point. As a result of this timing, the Compensation Committee did not grant any equity awards to our executive officers during 2025. The absence of equity grants in 2025 reflects the timing of the Company’s regular annual equity award cycle rather than a reduction in the overall level of long-term incentive compensation. The Compensation Committee believes that the November 2024 grants continued to provide appropriate long-term incentives and retention value for executive officers throughout 2025, consistent with the Company’s compensation philosophy.
Outstanding PSUs
Outstanding PSUs In July and November 2024, the Compensation Committee utilized performance-based equity awards tied to stock price performance to directly align executive compensation with stockholder value creation, as increases in stock price directly reflect returns to stockholders. The Compensation Committee believed that these awards provided a clear and rigorous performance framework, as value would only be realized if stockholders experienced meaningful appreciation in the Company’s stock price. The outstanding PSUs granted to executive officers in 2024 are discussed in more detail below. 2024 Special Sign-On CEO Equity Grants In July 2024, in connection with the appointment of Mr. Stibel as our CEO, the Compensation Committee granted Mr. Stibel 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, 50% of 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.
Outstanding PSUs
| 30 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Outstanding PSUs
The table below 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. As of the date of this Proxy Statement, none of the stock price goals in the table below have been met.
Outstanding PSUs
| 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 | | (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 November 2024 PSUs (discussed below). | | | | |
Outstanding PSUs
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. 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 are subject to Mr. Stibel’s continued service with the Company through the applicable vesting dates. November 2024 Stock-Price PSUs As discussed above, in November 2024, the Compensation Committee granted the annual refresh equity grants to the Company’s executive officers in November 2024 instead of March 2025. Similar to the Sign-On PSUs granted to Mr. Stibel in July 2024, the PSUs granted to the Company’s executive officers in November 2024 are earned only if the Company’s stock price achieves certain pre-determined goals (the “November 2024 PSUs”). The November 2024 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. 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. The following table shows a summary of each tranche, including the number of November 2024 PSUs eligible to be earned upon achievement of the applicable stock price goal:
Outstanding PSUs
| 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). | | | | |
Outstanding PSUs
The target number of November 2024 PSUs granted to our continuing named executive officers was as follows: Jeff Stibel (911,722), Noel Watson (416,063) and Nicole Miller (271,345). To earn the November 2024 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. Full vesting of the November 2024 PSUs requires 294% stock price appreciation relative to the base price during the three-year performance period. The first stock price goal of
Outstanding PSUs
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 31 |
Outstanding PSUs
$8.75 was achieved during the first quarter of 2025 and the November 2024 PSUs earned as a result of such achievement vested in full on November 15, 2025. The second stock price goal of $10.50 was achieved during the third quarter of 2025 and the November 2024 PSUs earned as a result of such achievement vested in full on November 15, 2025. Employee Benefits and Perquisites We have not historically 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.
2026 Long-Term Incentive Design
2026 Long-Term Incentive Design As part of the Compensation Committee’s commitment to align executive compensation with long-term stockholder value and in response to feedback received as part of our 2025 proactive stockholder engagement, the Compensation Committee engaged its independent compensation consultant, Exequity, to evaluate the design of our executive compensation program as part of our 2026 compensation planning process. This review led to the Compensation Committee’s decision to redesign our executive compensation program to better align with stockholder interests and our pay-for-performance philosophy. Specifically, the Compensation Committee determined that the 2026 long-term equity incentive design for our CEO would consist of 70% PSUs and 30% RSUs, which represents an increase in the at-risk, performance-based compensation for our CEO from the November 2024 refresh equity awards, which consisted of 60% PSUs and 40% RSUs. In addition, the Compensation Committee addressed stockholder feedback to incorporate additional performance metrics into its long-term incentive design by emphasizing Company-specific operational performance alongside market-based outcomes. Specifically, the Compensation Committee evolved the design of its long-term incentive program for 2026 to include performance stock units tied to both revenue growth and relative total stockholder return. The 2026 PSUs will be earned, if at all, subject to (i) the Company’s year-over-year revenue growth relative to predetermined targets for each year in a three-year performance period and (ii) the Company’s total stockholder return (TSR) relative to the Nasdaq Composite Index over both a two-year and three-year performance period. We believe the PSUs will drive the achievement of our near-term financial goals, as well as long-term stockholder value creation.
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 2025, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers or employees.
Summary Compensation Table
Summary Compensation Table The following table describes the 2025, 2024 and 2023 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 | 2025 | 575,000 | — | — | — | 745,775 | 14,000 | 1,334,775 | | Chief Executive Officer & | 2024 | 252,115 | — | 60,700,819 | — | 221,862 | 9,908 | 61,184,704 | | Chair of the Board(6) | | | | | | | | | | Noel Watson | 2025 | 500,000 | — | — | — | 486,375 | 14,000 | 1,000,375 | | Chief Operating Officer & | 2024 | 494,230 | — | 20,588,332 | — | 326,192 | 13,077 | 21,421,831 | | Chief Financial Officer | 2023 | 465,385 | — | 3,684,205 | 2,643,522 | 325,915 | 13,200 | 7,132,227 | | Nicole Miller | 2025 | 450,000 | — | — | — | 437,738 | — | 887,738 | | Chief Legal Officer | 2024 | 443,268 | — | 14,108,221 | — | 277,903 | — | 14,829,392 | | and Secretary | 2023 | 411,539 | — | 2,113,831 | 1,321,759 | 208,341 | — | 4,055,470 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned in 2023, 2024 and 2025 for each named executive officer. See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Base Salary” above for additional information. |
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. 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—Long-Term Equity Incentive Compensation” 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, 2025 filed with the SEC on February 23, 2026. For 2023, the 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, was as follows: Mr. Watson, $2,445,525; Ms. Miller, $1,630,355. No 2023 PSUs were earned by our named executive officers as the performance criteria underlying these PSUs were not met. For 2024, the PSUs granted in March 2024 are included in this column at their target value. The maximum grant date value of the PSUs granted in March 2024, assuming the highest level of performance achieved, is as follows: Mr. Stibel, $12,375,274; Mr. Watson (March 2024), $6,376,072; Mr. Watson (August 2024), $962,058; Ms. Miller, $5,033,738. The Monte Carlo simulations used to value the PSUs granted in 2024 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 “Compensation Discussion and Analysis—Material Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information regarding the PSUs granted in 2024. |
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 or 2025. For 2023, 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 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, 2025 filed with the SEC on February 23, 2026. |
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. See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Performance Bonus Plan” above for additional information. |
Summary Compensation Table
| (5) Reflects the value of 401(k) contributions made by the Company. |
Summary Compensation Table
| (6) Mr. Stibel was appointed our CEO in July 2024 and certain amounts earned in 2024 and disclosed in the table above are prorated accordingly for 2024. |
Summary Compensation Table
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 35 |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 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, 2025:
Grants of Plan-Based Awards in 2025
| Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | | | | Threshold ($)(2) | Target ($)(3) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Jeffrey Stibel | RSU | — | — | — | — | — | — | — | | | PSU | — | — | — | — | — | — | — | | | Annual Incentive(4) | — | 287,500 | 575,000 | 1,150,000 | — | — | — | | Noel Watson | RSU | — | — | — | — | — | — | — | | | PSU | — | — | — | — | — | — | — | | | Annual Incentive(4) | — | 187,500 | 375,000 | 750,000 | — | — | — | | Nicole Miller | RSU | — | — | — | — | — | — | — | | | PSU | — | — | — | — | — | — | — | | | Annual Incentive(4) | — | 168,750 | 337,500 | 675,000 | — | — | — |
Grants of Plan-Based Awards in 2025
| (1) The Compensation Committee granted annual refresh equity grants to the Company’s executive officers in November 2024 instead of March 2025. Accordingly, no equity awards were granted to the Company’s executive officers in 2025. |
Grants of Plan-Based Awards in 2025
| (2) If the achievement of Adjusted EBITDA was below the 50% payout tier, the entire bonus payout would be zero. See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Performance Bonus Plan” above. |
Grants of Plan-Based Awards in 2025
| (3) For a description of the material terms of the cash incentive plan awards reported in the table above, including actual amounts paid for 2025, see “Compensation Discussion and Analysis—Material Elements of Compensation” above. |
Grants of Plan-Based Awards in 2025
| (4) The amounts above reflect the bonus payout before any potential 30% upwards or downwards adjustment by the Compensation Committee, which is determined based on the Company’s achievement of pre-defined long-term strategic priorities. Assuming an upwards adjustment of 30% was approved by the Compensation Committee, payouts would be as follows: Mr. Stibel (Threshold: $460,000 / Target: $747,500 / Maximum: $1,322,500); Mr. Watson (Threshold: $300,000 / Target: $487,500 / Maximum: $862,500) and Ms. Miller (Threshold: $270,000 / Target: $438,750 / Maximum: $776,250). See “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Performance Bonus Plan” above. |
Grants of Plan-Based Awards in 2025
| 36 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table reflects information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | — | — | — | — | 455,861(2) | 4,526,700 | — | — | | | — | — | — | — | 367,834(3) | 3,652,592 | — | — | | | — | — | — | — | 342,419(4) | 3,400,221 | — | — | | | — | — | — | — | — | — | 2,507,234(5) | 24,896,834 | | | — | — | — | — | — | — | 5,350,318(6) | 53,128,658 | | Noel Watson | 763,747 | — | 9.82 | 11/18/2030 | — | — | — | — | | | 111,160 | — | 28.00 | 6/28/2031 | — | — | — | — | | | 363,934 | 24,263(7) | 14.15 | 3/26/2032 | — | — | — | — | | | 420,746 | 191,249(8) | 8.39 | 3/18/2033 | — | — | — | — | | | — | — | — | — | 9,705(9) | 96,371 | — | — | | | — | — | — | — | 14,729(10) | 146,259 | — | — | | | — | — | — | — | 76,500(11) | 759,645 | — | — | | | — | — | — | — | 116,371(12) | 1,155,564 | — | — | | | — | — | — | — | 95,541(13) | 948,722 | — | — | | | — | — | — | — | 59,267(14) | 588,521 | — | — | | | — | — | — | — | 312,048(15) | 3,098,637 | — | — | | | — | — | — | — | 88,266(4) | 876,481 | — | — | | | — | — | — | — | 36,779(4) | 365,215 | — | — | | | — | — | — | — | — | — | 1,144,172(5) | 11,361,628 | | Nicole Miller | 381,874 | — | 9.82 | 9/23/2030 | — | — | — | — | | | 763,747 | — | 9.82 | 9/23/2030 | — | — | — | — | | | 133,927 | — | 28.00 | 6/28/2031 | — | — | — | — | | | 227,458 | 15,164(7) | 14.15 | 3/26/2032 | — | — | — | — | | | 210,372 | 95,625(8) | 8.39 | 3/18/2033 | — | — | — | — | | | — | — | — | — | 6,066(9) | 60,235 | — | — | | | — | — | — | — | 3,683(10) | 36,572 | — | — | | | — | — | — | — | 38,250(11) | 379,823 | — | — | | | — | — | — | — | 91,872(12) | 912,289 | — | — | | | — | — | — | — | 95,541(13) | 948,722 | — | — | | | — | — | — | — | 203,509(15) | 2,020,844 | — | — | | | — | — | — | — | 69,684(4) | 691,962 | — | — | | | — | — | — | — | — | — | 746,197(5) | 7,409,736 |
Outstanding Equity Awards as of December 31, 2025
| (1) This amount reflects the fair market value of our common stock of $9.93 per share as of December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (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, 2025
| (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, 2025
| (4) In February 2025, the Compensation Committee certified the payout of PSUs granted in March 2024 at 102.4% of target and the following PSUs were earned: Mr. Stibel (821,808); Mr. Watson (300,120); and Ms. Miller (167,246). These earned PSUs will vest in five substantially equal quarterly installments, subject to continuous service with the Company on each vesting date and will be fully vested on February 15, 2027. |
Outstanding Equity Awards as of December 31, 2025
| (5) The November 2024 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 November 2024 PSUs vest on November 15, 2025, and upon achievement of a stock price goal within the second or third year of the performance period, the November 2024 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 November 2024 PSUs were earned: Mr. Stibel (683,791); Mr. Watson (312,047); and Ms. Miller (203,508). In November 2025, the Compensation Committee certified achievement of the second stock price goal and the following November 2024 PSUs were earned: Mr. Stibel (455,861); Mr. Watson 208,031); and Ms. Miller (135,672). The foregoing earned November 2024 PSUs vested in full on November 15, 2025. The amount reported above is at the maximum achievement level. |
Outstanding Equity Awards as of December 31, 2025
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 37 |
Outstanding Equity Awards as of December 31, 2025
| (6) 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, 2025
| (7) These unexercisable stock options vested on February 15, 2026, and the stock option is fully vested. |
Outstanding Equity Awards as of December 31, 2025
| (8) These unexercisable stock options vest in substantially equal installments and 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, 2025
| (9) These unvested RSUs vested on February 15, 2026, and the RSU is now fully vested. |
Outstanding Equity Awards as of December 31, 2025
| (10) These unvested RSUs vest in substantially equal quarterly installments and 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, 2025
| (11) These unvested RSUs vest in substantially equal quarterly installments and 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, 2025
| (12) These unvested RSUs vest in substantially equal quarterly installments and 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, 2025
| (13) These unvested RSUs vest in full on July 9, 2026, subject to continuous service with the Company on such vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (14) These unvested RSUs vest in substantially equal quarterly installments and 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, 2025
| (15) These unvested RSUs vest in substantially equal quarterly installments and 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, 2025
| 38 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table shows the stock options that were exercised and RSUs that vested during the year ended December 31, 2025 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 2025
| | 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 | — | — | 1,904,751 | 18,809,875 | | Noel Watson | — | — | 1,095,967 | 10,739,830 | | Nicole Miller | — | — | 710,762 | 6,941,723 | | (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. The values reported do not represent the actual cash value realized by the named individual upon the vesting of RSUs to the extent such individual did not immediately sell the shares upon such vesting. | | | | |
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, 2025
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025 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, 2025 under the circumstances described above, 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, 2025. 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, 2025
| | Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($) | | Jeffrey Stibel | | | | | | Qualifying Termination(2) | 1,150,000 | — | 33,586 | 1,183,586 | | Qualifying Termination in Connection with Change in Control(3) | 1,725,000 | 8,179,291 | 50,380 | 9,954,671 | | Death or Disability | 575,000 | 8,179,291 | — | 8,754,291 | | Noel Watson | | | | | | Qualifying Termination(2) | 500,000 | — | 35,553 | 535,553 | | Qualifying Termination in Connection with Change in Control(3) | 875,000 | 7,088,242 | 35,553 | 7,998,795 | | Death or Disability | — | 7,088,242 | — | 7,088,242 | | Nicole Miller | | | | | | Qualifying Termination(2) | 450,000 | — | 524 | 450,000 | | Qualifying Termination in Connection with Change in Control(3) | 787,500 | 4,505,748 | 524 | 5,293,248 | | Death or Disability | — | 4,505,748 | — | 4,505,748 |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| (1) The equity acceleration value for each named executive officer is based upon the closing price of our common stock of $9.93 on December 31, 2025, which was the last trading day in 2025. For RSUs, the amounts included in equity acceleration value were determined by multiplying $9.93 by the number of unvested RSUs that would accelerate. For options, the amounts included in equity acceleration value were based on the difference between $9.93 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. |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| (2) For Mr. Stibel, represents 12 months of base salary plus Mr. Stibel’s annual incentive bonus for 2025 assuming performance at 100% of the target level. For Mr. Watson and Ms. Miller, represents 12 months of base salary. |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| (3) For Mr. Stibel, cash severance represents 18 months of base salary plus 150% of Mr. Stibel’s annual incentive bonus for 2025 assuming performance at the target level. For Mr. Watson and Ms. Miller, cash severance represents 12 months of base salary plus the annual incentive bonus for 2025 assuming performance at the target level. |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| 42 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
CEO Pay Ratio
CEO Pay Ratio Our CEO to median employee pay ratio for 2025 is 7:1. The total 2025 compensation of our current Chief Executive Officer, Mr. Stibel, was $1,334,775 and total 2025 compensation of our median employee was $180,758 based on the methodology presented in the Summary Compensation Table. In selecting the median employee under SEC rules, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and our Chief Executive Officer to median employee pay ratio may not be directly comparable to similar disclosure by other reporting companies. As permitted under SEC rules, we are using an employee whose compensation is substantially similar to our 2023 median employee for purposes of our 2025 CEO pay ratio, as the original identified median employee is no longer employed by us and there were no changes to our employee population and compensation in 2025 that would have significantly impacted our pay ratio disclosure.
Methodology Used to Identify Median Employee
| | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO–Wernikoff ($) (1) | Summary Compensation Table Total for PEO–Stibel ($) (1) | Compensation Actually Paid to PEO–Wernikoff ($) (2) | Compensation Actually Paid to PEO–Stibel ($) (2) | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (2) | Net Income (Loss) ($) (4) | Adjusted EBITDA ($) (5) | | 2025 | — | 1,334,775 | — | 15,465,195 | 944,057 | 6,117,209 | 26.24 | 107.77 | 15,427,042 | 172,193,217 | | 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 | | 2021 | 18,860,829 (6) | — | 34,286,052 | — | 30,474,909 (6) | 9,876,874 | 42.46 | 84.20 | (108,663,739) | 47,706,558 |
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 2025. 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 2025, see the “ Compensation Discussion and Analysis ” section above. |
Methodology Used to Identify Median Employee
| (5) Represents the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO Named Executive Officers in 2025, as required pursuant to Item 402(v) of Regulation S-K. Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 23, 2026. |