DEF 14A of Frontdoor, Inc., Mar 28, 2025

DEF 14A of Frontdoor, Inc.

Filed Mar 28, 2025 · FY20240001308179-25-000284

Open on EDGAR

  1. Our Directors

    Our Directors The current members of our Board of Directors are listed below. Detailed information about the background, skills and experience for each director standing for election can be found in “Proposal 1, Election of Directors.” Directors are elected by a majority of the votes cast. Following is information about the current members of our Board of Directors as of March 25, 2025. Lara H. Balazs has notified the Board that she will not stand for re-election.

  2. Our Directors

    | Name | Age | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | William C. Cobb, Chairman(1) | 68 | No | | | | | Lara H. Balazs(2) | 55 | Yes | | | M | | D. Steve Boland | 56 | Yes | | | M | | Anna C. Catalano | 65 | Yes | | C | | | Peter L. Cella | 67 | Yes | M | M | | | Christopher L. Clipper | 56 | Yes | C | | | | Balakrishnan A. Ganesh | 53 | Yes | M | | | | Brian P. McAndrews, Lead Director | 66 | Yes | | | C | | Liane J. Pelletier | 67 | Yes | M | M | |

  3. Our Directors

    | M = | Member C = Chair | | (1) | Mr. Cobb serves as our CEO and Chairman of the Board of Directors in a combined role. Mr. Cobb does not sit on any of the Board’s committees. | | (2) | Ms. Balazs is not standing for re-election at the 2025 Annual Meeting, and her term will end at the conclusion of the meeting. |

  4. Our Directors

    | 6 | frontdoor ● 2025 Proxy Statement |

  5. Our Directors

    Corporate Governance Highlights

  6. Key Compensation Actions for Fiscal 2024

    | ● | Aligned each executive’s annual long term incentive (“LTI”) opportunity to Company performance by structuring 50% of awards in the form of performance shares (“PSUs”) that are tied 50% to 3-year cumulative revenue and 50% to 3-year cumulative Adjusted EBITDA goals, and 50% of awards in the form of restricted stock units (“RSUs”); | | ● | Determined that the payout under the annual incentive plan (“AIP”) was 135.0% in the aggregate in accordance with the weightings applicable to each performance goal; and | | ● | Certified performance with respect to previously granted performance awards, resulting in 0% vesting of 2019 PSUs, 57.4% vesting of 2022 PSUs and full vesting of 2022 and 2023 performance stock options (“PSOs”) based on stock price appreciation. |

  7. What We Do and Don’t Do Within Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | | Pay for Performance | | No Excessive Risk-Taking | | | Competitive Compensation/Peer Group Benchmarking | | No Hedging, Pledging or Short Sales | | | Annual Compensation Risk Assessment | | No Excessive Perquisites | | | Mandatory Executive Clawback Policy | | No Backdating or Repricing of Stock Options | | | Stock Ownership Guidelines and Holdings Requirements | | No Tax Gross-Ups, Except for Executive Relocation | | | Double Trigger Vesting for Equity Awards | | | | | Independent Compensation Consultant | | |

  8. Directors of the Company

    Directors of the Company Below is a list of our current directors and their respective ages and committee memberships (as of March 25, 2025).

  9. Directors of the Company

    | Name | Age | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | William C. Cobb, Chairman(1) | 68 | N | | | | | Lara H. Balazs(2) | 55 | Y | | | M | | D. Steve Boland | 56 | Y | | | M | | Anna C. Catalano | 65 | Y | | C | | | Peter L. Cella | 67 | Y | M | M | | | Christopher L. Clipper | 56 | Y | C | | | | Balakrishnan A. Ganesh | 53 | Y | M | | | | Brian P. McAndrews, Lead Director | 66 | Y | | | C | | Liane J. Pelletier | 67 | Y | M | M | |

  10. Directors of the Company

    | M = Member | C = Chair | Y = Yes | N = No |

  11. Directors of the Company

    | (1) Mr. Cobb serves as CEO and Chairman of the Board of Directors in a combined role. Mr. Cobb does not sit on any of the Board’s committees. | | (2) Ms. Balazs is not standing for re-election at the 2025 Annual Meeting, and her term will end at the conclusion of the meeting. |

  12. Directors of the Company

    | WILLIAM C. COBB Chairman of the Board of Directors CEO | | | Director since: 2018 Committees: ● None | Mr. Cobb has served as the Chief Executive Officer of the Company since June 2022, was appointed to the Board of Directors of the Company in October 2018, and serves as Chairman of the Board of Directors. From May 2011 through July 2017, Mr. Cobb served as President and Chief Executive Officer, and from August 2010 to July 2017 Mr. Cobb served as a director of H&R Block, Inc., a provider of income tax return preparation and related services and products. From November 2000 to March 2008, Mr. Cobb served in various leadership roles at eBay, Inc., a global commerce and payments provider, including as President of eBay Marketplaces North America for four years and other senior management positions, including Senior Vice President and General Manager of eBay International and Senior Vice President of Global Marketing. Prior to joining eBay, Inc., Mr. Cobb held various marketing and executive positions at PepsiCo (and Tricon Global Restaurants when it was spun off in 1997) from 1987 to 2000. These positions included Senior Vice President and Chief Marketing Officer for Tricon International, Senior Vice President and Chief Marketing Officer at Pizza Hut, and Vice President, Colas at Pepsi Cola. Mr. Cobb currently serves on the board of directors and is a member of the audit and finance committee and the nominating and governance committee of Deluxe Corporation, a technology-enabled solution company supporting financial institutions and small businesses.(1) Mr. Cobb previously served on the board of directors of Terminix from April 2018 until October 2018. Mr. Cobb’s wide array of executive leadership roles, wealth of knowledge in technology and online-focused businesses, experience at a newly spun-off company, and history of service on public company boards qualify him to serve on our Board of Directors. Mr. Cobb holds an undergraduate degree in Economics from the University of Pennsylvania and an M.B.A. from the Kellogg School of Management at Northwestern University. (1) Mr. Cobb has notified Deluxe Corporation that he does not intend to stand for re-election to the Board of Directors at Deluxe Corporation’s 2025 Annual Meeting of Stockholders. Current Public Company Directorships: ● Frontdoor, Inc. ● Deluxe Corporation Former Directorships (last 5 years): ● Terminix |

  13. Directors of the Company

    | 10 | frontdoor ● 2025 Proxy Statement |

  14. Directors of the Company

    | LARA H. BALAZS | | | Director since: 2023 INDEPENDENT Committees: ● Nominating and Corporate Governance Committee | Ms. Balazs was appointed to the Board of Directors of the Company in October 2023, and sits on the Nominating and Corporate Governance Committee. Ms. Balazs currently serves as the Chief Marketing Officer and Executive Vice President of Adobe, Inc. a global software provider. Previously, from March 2020 to September 2024, Ms. Balazs served as the Executive Vice President, General Manager, Strategic Partnership Group and Chief Marketing Officer of Intuit, Inc., a global financial technology platform for consumers and small businesses. Previously, from November 2018 to February 2020, Ms. Balazs served as Senior Vice President, Chief Marketing Officer for Intuit, Inc. From November 2017 to July 2018, Ms. Balazs served as Vice President, Worldwide Marketing, Prime, and North America, of Amazon.com, Inc., an online retailer and web service provider of wide-ranging consumer goods. From January 2006 to September 2017, Ms. Balazs held various leadership roles at Visa, Inc., a global payments technology company that connects consumers, businesses, banks, and governments, including Senior Vice President, Head, North America Marketing; Head, Global Innovation Marketing; Head of Global Product Marketing Strategy and Planning; Head of Global and U.S. General Consumer Marketing; and Senior Director, U.S. Marketing. Prior to joining Visa Inc., from 2004 to 2006, Ms. Balazs was Director, Global Brand Management of Gap, Inc., a global apparel company. Prior to that, from 2002 to 2004, Ms. Balazs was Marketing Director, Direct Retail of Nike, Inc., a global retailer of athletic footwear and apparel. Prior to that, from 2001 to 2002, Ms. Balazs was the Senior Brand Officer, Gap Adult and GapBody of Gap, Inc. Ms. Balazs’ deep understanding of consumer- and digitally-focused businesses, operations and strategy, as well as significant experience in areas of environmental, social and governance matters, such as corporate social responsibility, diversity and inclusion efforts and positively impacting the environment, qualify her to serve on our Board of Directors. Ms. Balazs holds a Bachelor’s degree in Society & Justice from the University of Washington, and an M.B.A. from Northwestern University. Current Public Company Directorships: ● Frontdoor, Inc. Former Directorships (last 5 years): ● None |

  15. Directors of the Company

    | D. STEVE BOLAND | | | Director since: 2021 INDEPENDENT Committees: ● Nominating & Corporate Governance Committee | Mr. Boland was appointed to the Board of Directors of the Company in October 2021, and serves on our Nominating and Corporate Governance Committee. Mr. Boland currently serves as the Chief Administrative Officer of Bank of America Corporation, one of the world’s leading financial institutions, serving individual consumers, small- and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. Previously, from July 2020 to September 2021, Mr. Boland served as the President, Retail, for Bank of America Corporation. From July 2008 to July 2020, Mr. Boland served in various senior leadership roles for Bank of America Corporation, including Managing Director, Consumer Lending and Managing Director, Secured Consumer Lending. From January 1997 to July 2008, Mr. Boland served in various leadership roles at Countrywide Financial Corporation including as Managing Director, Senior Vice President and Reverse Mortgage Executive, until Countrywide Financial Corporation was acquired by Bank of America Corporation in 2008. Previously, Mr. Boland served as Vice President, National Affordable Lending Manager with Fleet Bank. Mr. Boland’s extensive leadership and significant experience with customer-focused, digital-enabled businesses, as well as his deep understanding of banking, product and strategic management qualify him to serve on our Board of Directors. Mr. Boland holds a Bachelor of Science degree in Organizational Studies from the School of Education and Social Policy at Northwestern University. Current Public Company Directorships: ● Frontdoor, Inc. Former Directorships (last 5 years): ● None |

  16. Directors of the Company

    | frontdoor ● 2025 Proxy Statement | 11 |

  17. Directors of the Company

    | ANNA C. CATALANO | | | Director since: 2018 INDEPENDENT Committees: ● Compensation Committee Chair | Ms. Catalano was appointed to the Board of Directors of the Company in September 2018, and serves as Chair of our Compensation Committee. From 1979 until her retirement in 2003, Ms. Catalano served in various leadership roles at BP p.l.c., a global energy producer, and its predecessor Amoco Corporation. Most recently, from 2000 to 2003, she served as Group Vice President, Global Marketing, for BP p.l.c. Ms. Catalano has significant international business experience, having served as President of Amoco Orient Oil Company, including two years during which she lived in Beijing. Ms. Catalano serves on the board of directors and is chair of the nominating and corporate governance committee of Ecovyst, Inc., an integrated and innovative global provider of specialty catalysts and services since July 2022; and on the board of directors, compensation committee and nominating, governance, and social responsibility committee of HF Sinclair Corporation, a petroleum and renewable fuels company since March 2022 (having served on the board of directors of HollyFrontier Corporation from 2017 until its acquisition by HF Sinclair Corporation). Ms. Catalano previously served on the board of directors of Kraton Corporation, a global producer of bio-based chemicals and specialty polymers, from 2011 until its acquisition in 2022; on the board of directors of Willis Towers Watson p.l.c., a global risk advisory, broking, and solutions company from 2016 to 2022 (having previously served on the board of directors of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co.); on the board of directors of Mead Johnson Nutrition Co., a global producer of infant and child nutrition, from 2010 until its acquisition in 2017; and on the board of directors of Chemtura Corp., a global specialty chemicals company, from 2011 to 2017. Ms. Catalano’s senior leadership experience and extensive knowledge in marketing and communications, combined with her broad public company board experience and expertise in corporate governance, executive compensation and board function, qualify her to serve on our Board of Directors. Ms. Catalano holds a Bachelor of Science degree in Business Administration from the University of Illinois, Champaign-Urbana. Current Public Company Directorships: ● Frontdoor, Inc. ● Ecovyst, Inc. ● HF Sinclair Corporation Former Directorships (last 5 years): ● Kraton Corporation ● Willis Towers Watson p.l.c. |

  18. Directors of the Company

    | PETER L. CELLA | | | Director since: 2018 INDEPENDENT Committees: ● Audit Committee ● Compensation Committee | Mr. Cella was appointed to the Board of Directors of the Company in October 2018, and serves as a member of our Audit Committee and our Compensation Committee. Mr. Cella served on the board of directors of Terminix from February 2017 until the Spin-off. Mr. Cella has been a private investor since August 2017. From 2011 to August 2017, Mr. Cella served as President and Chief Executive Officer of Chevron Phillips Chemical Company LLC, a global petrochemical company. Previously, Mr. Cella served in various executive positions at BASF Corp., a global producer and marketer of chemicals and related products; INEOS Nitriles, a global producer of acrylonitrile, acetonitrile, and related chemicals; Innovene, LLC, a producer of olefins and derivatives; and BP p.l.c., a global energy producer. Mr. Cella serves on the board of directors of Inter Pipeline Ltd., a petroleum transportation, natural gas liquids processing and bulk liquid storage business that was taken private in 2021. Mr. Cella previously served on the board of directors, was a member of the audit committee and chaired the sustainability, risk, and HSE Committee of Saudi Aramco, a global energy and chemicals enterprise from April 2018 to June 2024; and Terminix from February 2017 until October 2018. Mr. Cella’s financial background and experience in executive leadership and running varied businesses, history of building strong leadership teams and experience serving on and leading committees at other company boards qualify him to serve on our Board of Directors. Mr. Cella received a Bachelor of Science degree in Finance from the University of Illinois and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. Current Public Company Directorships: ● Frontdoor, Inc. Former Directorships (last 5 years): ● Saudi Aramco (listed in Saudi Arabia) ● Terminix |

  19. Directors of the Company

    | 12 | frontdoor ● 2025 Proxy Statement |

  20. Directors of the Company

    | CHRISTOPHER L. CLIPPER | | | Director since: 2021 INDEPENDENT Committees: ● Audit Committee Chair | Mr. Clipper was appointed to the Board of Directors of the Company in October 2021, and serves as Chair of the Audit Committee. Currently, Mr. Clipper serves as the Chief Financial Officer of David Yurman Enterprises, LLC, a privately-held American luxury jewelry company. From March 2020 to February 2024, Mr. Clipper served as the Senior Vice President and Chief Financial Officer, Innovation and Go-To-Market strategies of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products. From November 2017 to February 2020, Mr. Clipper served as the Senior Vice President and Chief Financial Officer, North America and Club Monaco of Ralph Lauren Corporation. From January 2011 to July 2017, Mr. Clipper served in various leadership roles at Nike, Inc., a global retailer of athletic footwear and apparel, including as Vice President and Chief Financial Officer, Global Operations, North America and Vice President and Group Head, Global Strategy and Corporate Development. Prior to joining Nike, from January 2004 to January 2011, Mr. Clipper held various leadership positions at Time Warner, Inc., a leader in media and entertainment that operates Turner, Home Box Office (HBO) and Warner Bros. business units that was acquired by AT&T in June 2018. These positions included Group Vice President, Financial Planning and Analysis, Vice President, Investor Relations and Executive Director, Mergers and Acquisitions. Mr. Clipper’s extensive accounting, financial management and leadership experience as well as his deep understanding of consumer-focused businesses, operations, strategy, investor relations and mergers and acquisitions, qualify him to serve on our Board of Directors. Mr. Clipper holds a Bachelor of Arts degree in Economics from Brown University and an M.B.A. from Stanford University Graduate School of Business. Current Public Company Directorships: ● Frontdoor, Inc. Former Directorships (last 5 years): ● None |

  21. Directors of the Company

    | BALAKRISHNAN A. GANESH | | | Director since: 2023 INDEPENDENT Committees: ● Audit Committee | Dr. Ganesh was appointed to the Board of Directors of the Company in July 2023, and serves as a member of the Audit Committee. Currently, Dr. Ganesh serves as the Chief Technology Officer of OnTrac Logistics, a subsidiary of OnTrac Final Mile (together “OnTrac”), a privately held logistics company providing last mile e-commerce delivery services. Prior to OnTrac, from August 2022 to August 2023, Dr. Ganesh has served as a Partner at AKF Consulting, LLC, which provides technology consulting, technical due diligence, and interim technology leadership services. From December 2020 to August 2022, Dr. Ganesh served as Vice President of Engineering at United Parcel Service, a shipping & receiving and supply chain management company, and led global teams at spanning advanced technologies, logistics operational technology and technology support groups responsible for maintaining infrastructure. Prior to that, from August 2018 to December 2020, Dr. Ganesh served as Vice President, Advanced Technology Group. From June 2016 to August 2018, Dr. Ganesh served as Vice President, Advanced Analytics and Revenue Management. From February 2014 to June 2016, Dr. Ganesh served as Vice President, Global E-commerce Strategy, and from January 2012 to February 2014, Dr. Ganesh served as Product Director of UPS My Choice, E-commerce B2C solution & retail segment. Dr. Ganesh brings to the Company and the Board of Directors a wealth of experience in digital transformation, cybersecurity and product development, especially as it relates to supporting company strategy. Dr. Ganesh holds a PhD degree in Aerospace Engineering with a minor in Mathematics and an M.B.A. and a M.S. in Aerospace Engineering from the Georgia Institute of Technology. He obtained his undergraduate Bachelor of Arts degree from Indian National Defence Academy. Current Public Company Directorships: ● Frontdoor, Inc. Former Directorships (last 5 years): ● None |

  22. Directors of the Company

    | frontdoor ● 2025 Proxy Statement | 13 |

  23. Directors of the Company

    | BRIAN P. MCANDREWS Lead Director | | | Director since: 2018 INDEPENDENT Committees: ● Nominating and Corporate Governance Committee Chair | Mr. McAndrews was appointed to the Board of Directors of the Company in October 2018, serves as Lead Director since June 2022, and is Chair of our Nominating and Corporate Governance Committee. Currently, Mr. McAndrews is a Senior Advisor for Spectrum Equity Management, L.P., a leading growth equity firm focusing on category-leading software, data and consumer internet businesses. Previously, Mr. McAndrews served as President and Chief Executive Officer, and chairman of the board of directors, of Pandora Media, Inc., an internet radio company, from 2013 until 2016. Prior to that, he served as a venture partner with Madrona Venture Group, LLC, a venture capital firm, from 2012 to September 2013, and as a managing director of Madrona from 2009 to 2011. He also previously held executive positions at Microsoft Corporation, a global software company, and aQuantive, a leading digital marketing services and technology company, which was acquired by Microsoft in 2007. Mr. McAndrews currently serves on the board of directors and is a member and chairman of the compensation committee of The New York Times Company, a multimedia news and information company, and is a member of the compensation committee of Xero Limited, a cloud-based accounting software company for small- and medium-sized businesses. Mr. McAndrews previously served on the boards of directors of Chewy, Inc., an online destination for pet parents until 2021; Grubhub Inc., an online and mobile food ordering company until 2021; Teladoc Health, Inc., an online provider of medical services until 2020; Fisher Communications, Inc., a media company until it was acquired in 2013; and Clearwire Corporation, a telecommunications company until it was acquired in 2013. Mr. McAndrews brings to the Company and the Board of Directors deep traditional and digital media experience gained through his role as a chief executive officer of public companies in the technology industry, as well as his private and public company directorships. Mr. McAndrews has held several leadership positions on public company boards, including as chairman, lead director and chairing committees. In addition, his background and his understanding of digital advertising and the integration of emerging technologies qualifies Mr. McAndrews to serve on our Board of Directors. Mr. McAndrews holds a Bachelor’s degree in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business. Current Public Company Directorships: ● Frontdoor, Inc. ● The New York Times Company ● Xero Limited (listed in Australia) Former Directorships (last 5 years): ● Chewy, Inc. ● Grubhub Inc. ● Teladoc Health, Inc. |

  24. Directors of the Company

    | LIANE J. PELLETIER | | | Director since: 2018 INDEPENDENT Committees: ● Audit Committee ● Compensation Committee | Ms. Pelletier was appointed to the Board of Directors of the Company in September 2018, and serves as a member of our Audit Committee and our Compensation Committee. Since 2011, Ms. Pelletier has served as a public company independent board director across multiple industries. From 2003 through 2011, Ms. Pelletier was the Chairwoman, Chief Executive Officer, and President of Alaska Communications Systems, an Alaska-based telecommunications and information technology services provider. Prior to this, Ms. Pelletier held a number of executive positions at Sprint Corporation, a telecommunications company. Ms. Pelletier currently serves on the board of directors and is chair of the nominating and corporate governance committee at Expeditors International of Washington, Inc., a global logistics company. Ms. Pelletier previously served on the board of directors of ATN International, Inc., a holding company of telecommunication companies until April 2023; and Switch, Inc., a data center and technology infrastructure company, until it was sold in December 2022. In 2017, she earned a professional certificate in cybersecurity from Carnegie Mellon’s Software Engineering Institute. Ms. Pelletier’s experience in executive and boardroom leadership, particularly in highly regulated industries, and expertise in cybersecurity oversight, business model transformation and shareholder engagement qualify her to serve on our Board of Directors. Ms. Pelletier earned her B.A. in Economics magna cum laude from Wellesley College and an M.S. from the Sloan School of Business at the Massachusetts Institute of Technology. Current Public Company Directorships: ● Frontdoor, Inc. ● Expeditors International of Washington, Inc. Former Directorships (last 5 years): ● ATN International, Inc. ● Switch, Inc. |

  25. Directors of the Company

    There are no family relationships among our directors and executive officers.

  26. Directors of the Company

    | 14 | frontdoor ● 2025 Proxy Statement |

  27. Director Compensation

    Director Compensation The Company uses a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation for non-employee directors, our Board considers the significant amount of time that directors expend in fulfilling their duties to the Company, as well as the knowledge, skill and experience levels required by the Company of members of our Board. Directors who are employees of the Company receive no compensation for their service as directors.

  28. Director Compensation

    Director Compensation Compensation Paid to Non-Employee Directors We reimburse all of our directors for reasonable expenses incurred in connection with attending Board meetings and committee meetings. The Company will also reimburse certain expenses incurred by directors in connection with attending director education programs, as well as memberships in director organizations.

  29. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation by the Company to our non-employee directors for fiscal 2024.

  30. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Lara H. Balazs | $90,000 | $160,015 | $250,015 | | D. Steve Boland | $90,000 | $160,015 | $250,015 | | Anna C. Catalano(3) | $110,000 | $160,015 | $270,015 | | Peter L. Cella | $90,000 | $160,015 | $250,015 | | Christopher L. Clipper(4) | $115,000 | $160,015 | $275,015 | | Balakrishnan A. Ganesh | $90,000 | $160,015 | $250,015 | | Brian P. McAndrews(5) | $125,000 | $160,015 | $285,015 | | Liane J. Pelletier | $90,000 | $160,015 | $250,015 |

  31. Director Compensation Table

    | (1) Amounts consist of the cash retainers earned in fiscal 2024 and paid quarterly for services rendered as directors on our Board of Directors. | | (2) Stock awards consist solely of awards of the Company’s fully vested Common Stock granted on May 14, 2024. The amounts shown represent the aggregate grant date fair value of stock awards granted by the Company to all directors and calculated in accordance with applicable accounting standards, based solely on the closing price of our Common Stock on the Nasdaq on the day before the date of the grant and rounded to the nearest whole share. Dr. Ganesh and Messrs. Boland, Cella and Clipper elected to defer receipt of their annual stock award as DSEs until 30 days after they no longer sit on the Company’s Board. | | (3) Chair of the Compensation Committee. | | (4) Chair of the Audit Committee. | | (5) Lead Director and Chair of the Nominating and Corporate Governance Committee. |

  32. Director Compensation Table

    | 18 | frontdoor ● 2025 Proxy Statement |

  33. Our Board of Directors

    Our Board of Directors Our business and affairs are managed under the direction of our Board of Directors. Our Board is composed of a majority of independent directors. In accordance with our Charter, our Board is fully declassified, and each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast, in the case of an uncontested election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the Board of Directors. In the case of a contested election, the election will be determined by a plurality of the votes cast. The number of members on our Board of Directors may be fixed by resolution adopted from time to time by the Board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. The names and certain information with respect to each of our current directors is set forth above in the section entitled “Proposal 1, Election of Directors—Directors of the Company.” The Board of Directors held 10 meetings during fiscal 2024. In fiscal 2024, each director then currently serving on our Board attended our 2024 Annual Meeting, and each of our directors then serving on our Board attended 100% of the meetings of the Board and committees on which he or she served as a member during fiscal 2024, other than Ms. Catalano who attended 94%.

  34. Compensation Committee

    | ● | Reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers of our Company and its subsidiaries (including the CEO) and making recommendations to our Board of Directors regarding non-management director compensation; | | ● | Reviewing and approving the “Compensation Discussion and Analysis” and “Compensation Committee Report” required to be included in this Proxy Statement; | | ● | Establishing and overseeing the general compensation philosophy, structure, policies and compliance of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our Company and its subsidiaries; | | ● | Taking such other actions relating to the compensation and benefits structure, succession planning, talent review and diversity and inclusion initiatives of the Company as the Committee deems necessary or appropriate; and | | ● | Periodically reviewing management development and succession plans. |

  35. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and select, or recommend that the Board of Directors select, Board candidates who the Nominating and Corporate Governance Committee believes are qualified and suitable to become members of the Board, consistent with the criteria for selection of new directors adopted from time to time by the Board. The Nominating and Corporate Governance Committee will consider, among other things, the Board’s current composition, including experience, expertise, background and balance of inside, outside and independent directors, and the general qualifications of the potential nominees in light of director qualification criteria established by our Board, as described further below under “—Director Qualification Standards.” In identifying candidates for election to the Board of Directors, the Nominating and Corporate Governance Committee will consider nominees recommended by directors, stockholders and other sources. The Nominating and Corporate Governance Committee will review each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee will recommend the candidate for consideration by the full Board. The Nominating and Corporate Governance Committee has also previously engaged third-party search firms to assist it in identifying, evaluating and recommending potential nominees. The Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the Board of Directors for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: c/o Corporate Secretary, Frontdoor, Inc., 3400 Players Club Parkway, Ste. 300, Memphis, Tennessee 38125-1731. Any such submission should also describe, among other things, the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board, as well as any connections of the prospective candidate with our Company that may be relevant and any other disclosures that would be required to be made in a proxy statement or similar filing with respect to any nomination of directors. Our Bylaws set forth the complete requirements for direct nomination by a stockholder of persons for election to the Board.

  36. Selection of Nominees for Election to the Board

    | frontdoor ● 2025 Proxy Statement | 23 |

  37. Advisory Vote to Approve Named Executive Officer Compensation

    | ● | Align executive interests with those of stockholders by focusing management on the attainment of the Company’s strategic objectives, rewarding long-term, value-creating growth and encouraging stock ownership; | | ● | Attract, retain, focus, and reward highly motivated talent with strong team orientation and sense of accountability; | | ● | Target total direct compensation consisting of salary, annual cash incentive and long-term equity-based incentive awards to be competitive with our peer group to encourage growth and scale, while recognizing key individual market, fairness and performance considerations, and drive realizable pay based on competitive performance; | | ● | Support the building of a highly engaged, high performance culture with a strong shared talent mindset in support of a one-company philosophy as measured through the Company’s employee engagement survey, and succession plans for key positions; | | ● | Be performance-based, with variable pay constituting a significant portion of total compensation, with differentiated awards based on an executive’s individual performance; and | | ● | Encourage appropriate, and not excessive, risk taking and be simple to understand and administer. |

  38. Key Compensation Actions for Fiscal 2024

    | ● | Aligned each executive’s annual LTI opportunity to Company performance by structuring 50% of awards in the form of PSUs that are tied 50% to the aggregate of the Company’s consolidated revenue for each fiscal year over the 3-year performance period ending on December 31, 2026 and 50% to the aggregate of the Company’s consolidated Adjusted EBITDA measured for each fiscal year over the 3-year performance period ending on December 31, 2026; and 50% of awards in the form of RSUs; | | ● | Determined that the payout under the AIP was 135.0% in the aggregate in accordance with the weightings applicable to each performance goal; and | | ● | Certified performance with respect to previously granted performance awards, resulting in 0% vesting of 2019 PSUs, 57.4% vesting of 2022 PSUs and full vesting of 2022 and 2023 PSOs based on stock price appreciation. |

  39. What We Do and Don’t Do Within Our Executive Compensation Program

    | What We Do | | | | Pay for Performance | | | Competitive Compensation/Peer Group Benchmarking | | | Annual Compensation Risk Assessment | | | Mandatory Executive Clawback Policy | | | Stock Ownership Guidelines and Holdings Requirements | | | Double Trigger Vesting for Equity Awards | | | Independent Compensation Consultant |

  40. Objectives of Our Executive Compensation Program

    | ● | Align executive interests with those of stockholders by focusing management on the attainment of the Company’s strategic objectives, rewarding long-term, value-creating growth and encouraging stock ownership; | | ● | Attract, retain, focus, and reward highly motivated talent with strong team orientation and sense of accountability; | | ● | Target total direct compensation consisting of salary, annual cash incentive and long-term equity-based incentive awards to be competitive with our peer group to encourage growth and scale, while recognizing key individual market, fairness and performance considerations, and drive realizable pay based on competitive performance; | | ● | Support the building of a highly engaged, high performance culture with a strong shared talent mindset in support of a one-company philosophy as measured through the Company’s employee engagement survey, and succession plans for key positions; | | ● | Be performance-based, with variable pay constituting a significant portion of total compensation, with differentiated awards based on an executive’s individual performance; and | | ● | Encourage appropriate, and not excessive, risk taking and be simple to understand and administer. |

  41. Policies and Practices Relating to Awards of Stock Options

    Policies and Practices Relating to Awards of Stock Options Awards of our long-term equity incentives are generally granted each year on a pre-determined schedule, specifically the last Monday in March, or in limited circumstances in connection with a sign-on event as needed. None of our NEOs received stock options or stock appreciation rights in fiscal 2024. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the Company does not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  42. Components of Executive Compensation Program

    | Pay Component | Role | Key Characteristics and Considerations | | Salary | ● Fixed portion of annual cash pay ● Attract and retain highly qualified executives ● Recognize individual performance | ● Value of role in competitive marketplace ● Value of role to the Company ● Skills, experience and future potential of executives ● Performance of the executive ● Difficulty of replacing the executive | | Annual Incentive Plan ● Cash-Based Payouts | ● Variable, at-risk portion of annual cash pay ● Motivate executives to achieve short-term Company performance goals that support our long-term strategy | ● Goals tied to key financial and strategic indicators of the Company’s success ● Balance between short- and long-term business drivers ● Remaining competitive with the markets in which the Company competes for talent | | Long-term Equity Incentives ● RSUs ● PSUs ● Stock Options ● PSOs | ● Motivate achievement of long-term performance goals ● Facilitate equity ownership to align interests of executives with stockholders ● Encourage retention of key talent | ● Realized value on specific Company performance metric(s) and/or stock performance ● Awards with vesting periods that stretch over multiple fiscal years to create balance between short- and long-term objectives ● Remaining competitive with the markets in which the Company competes for talent | | Sign-on Awards ● Cash Awards ● RSUs ● Stock Options | ● Enable the successful recruitment of talented executives | ● Cash and/or equity awards applied on a case-by-case basis to certain executives as an inducement to join the Company and to remain competitive with the markets in which the Company competes for talent, and in the case of equity awards, alignment with stockholders ● Equity awards are time-vested |

  43. Components of Executive Compensation Program

    | Pay Component | Role | Key Characteristics and Considerations | | Benefits, Perquisites and Severance Protection | ● Support the health and well-being of our executives and employees ● Provide the opportunity for our executives and employees to save on a tax-favored basis ● Attract and retain qualified executives by ensuring that our benefit programs are competitive | ● Health and welfare and retirement benefits for executives are the same as those for all employees ● Benefits, perquisites, and severance protection for executives based on competitive marketplace considerations ● Consistent with standards of good governance |

  44. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engaged Meridian as its independent compensation consultant for 2024. During the compensation planning process, the Compensation Committee expects its compensation consultant to provide analysis, recommendations, and advice that will inform the Compensation Committee’s decisions. Meridian’s services include, but are not limited to: (i) providing market pay comparisons pertaining to the Company’s executives; (ii) assisting in the design and implementation of executive incentive plans to ensure appropriate linkage to stockholder value creation; (iii) updating the Compensation Committee on governance trends relating to executive compensation; and (iv) reviewing various proposals presented by management to the Compensation Committee on executive compensation matters. Pursuant to SEC rules, the Compensation Committee has assessed the independence of Meridian and has concluded that Meridian, and the individual compensation advisers employed by Meridian, are independent and have no conflicts of interests that would prevent Meridian from independently providing services to the Compensation Committee.

  45. Peer Group

    Peer Group In July, 2023, the Compensation Committee completed a review of our 2023 peer group for 2024 compensation. The Compensation Committee considered the Company’s increased focus on non-warranty services and examined changes in the business or performance of these companies from the prior year. The Compensation Committee considered a number of factors, beginning with company size. The Compensation Committee then filtered the potential peer group companies for similarities in operations, including core peer companies, which generally reflect our core business in the specialized consumer services industry, and emerging peer companies, which generally reflect new technology-focused, on-demand home services businesses or products. The Compensation Committee also considered our current peer companies and reverse peers, and then assessed the potential peer companies for qualitative factors such as profitable growth, home/real estate services, tech/digitally enabled, recurring revenue model, local network-based, platform-enabled, business-to-consumer and pay practices. Based on these factors, the Compensation Committee determined that three 2023 peer group companies should be removed due to acquisition activities in early 2023 and approved the addition of two emerging peers and one core

  46. Peer Group

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  47. Peer Group

    peer, as each met the above criteria. Accordingly, our peer group for 2024 compensation was comprised of the companies in the following table, which companies have revenues generally ranging from 0.4 to 4.2 times the revenue of the Company.

  48. Peer Group

    | 2024 Peer Group | | | ADT Inc. Alarm.com Holdings, Inc. Angi Inc. Anywhere Real Estate Inc. Black Knight, Inc. CarGurus, Inc. Cars.com Inc. FirstService Corporation | H&R Block, Inc. OPENLANE, Inc. Redfin Corporation RB Global, Inc. WW International, Inc. Yelp Inc. Zillow Group, Inc. |

  49. Peer Group

    In July, 2024, the Compensation Committee completed a review of our 2024 peer group for 2025 compensation. The Compensation Committee considered and approved the removal of the “core” and “emerging” bifurcation and a pivot to a more streamlined approach focusing on companies with business model similarities, while still prioritizing technology-focused or technology-enabled companies. The Compensation Committee determined that four companies be removed, and six companies be added, to the Company’s peer group for 2025 compensation, after considering the reasoning for the changes and background on each company, as well as companies that were considered but not recommended for inclusion in the 2025 peer group. Accordingly, our peer group for 2025 compensation will be comprised of the companies in the following table, which companies have revenues generally ranging from 0.5 to 3.3 times the revenue of the Company.

  50. Peer Group

    | 2025 Peer Group | | | ADT Inc. Alarm.com Holdings, Inc. Angi Inc. Brightview Holdings, Inc. CarGurus, Inc. Chemed Corporation First American Financial Corporation FirstService Corporation H&R Block, Inc. | OPENLANE, Inc. Redfin Corporation RB Global, Inc. Rollins, Inc. Tripadvisor, Inc. Unifirst Corporation Yelp Inc. Zillow Group, Inc. |

  51. Peer Group

    The appropriateness of the companies comprising the peer group will be reassessed annually, and any changes to the composition of the group will be subject to approval by the Compensation Committee.

  52. Components of 2024 Compensation

    | ● | Competitive practice among the Company’s peer group, as well as general industry practice; | | ● | The Company’s financial performance in the prior year and expectations for the coming year; | | ● | The impact that increased fixed costs will have on the ability to meet the Company’s annual operating plan; | | ● | Individual proficiency and experience; and | | ● | Internal pay equity. |

  53. Components of 2024 Compensation

    In February 2024, the Compensation Committee determined to increase the salary of Ms. Ross (from $600,000) and Mr. Fiarman (from $540,000), effective April 1, 2024, to reflect competitive practice among the Company’s peer group, as well as Ms. Ross’s and Mr. Fiarman’s proficiency, experience and contributions to the Company. The Compensation Committee determined that the salary for Mr. Cobb would remain the same and the salaries of Ms. Collins and Mr. Iverson, who were each newly appointed in their roles as Chief Revenue Officer and Chief Operations Officer commencing on January 1, 2024, respectively, would remain unchanged for fiscal 2024, as each was set within a competitive market range and reflected competitive practice among the Company’s peer group, as well as general industry practice and individual proficiency and experience. Mr. Iverson’s salary was increased in August 2024 upon his promotion to the expanded role of Chief Operating Officer with expanded responsibilities.

  54. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  55. 2024 Annual Incentive Plan Design

    2024 Annual Incentive Plan Design In February 2024, the Compensation Committee approved an annual incentive bonus plan for 2024 that was designed to reward the achievement of specific pre-set financial and strategic results measured over the 2024 fiscal year. The Compensation Committee determined that, consistent with prior fiscal years, the AIP bonus awards for 2024 would be calculated based on the NEO’s eligible earnings, or base salary paid to the NEO, during fiscal 2024. In February 2024, the Compensation Committee determined to make no change to the AIP bonus targets for Mses. Ross and Collins and Mr. Iverson, as it was determined that their targets were in line with their peer benchmarks. The Compensation Committee increased the AIP bonus targets for Messrs. Cobb (from 120%) and Fiarman (from 60%) to bring their targets in line with their peer benchmarks. Mr. Iverson’s AIP bonus target was increased by the Compensation Committee in July 2024 from 65% to 70% in line with his August 1, 2024 promotion, and expansion of responsibilities, as our Chief Operating Officer. The target bonus approved by the Compensation Committee for each NEO for 2024 is listed in the table below.

  56. 2024 Annual Incentive Plan Design

    | Named Executive Officer | AIP 2024 Annual Incentive Target as a Percentage of Eligible Earnings | | William C. Cobb | 125% | | Jessica P. Ross | 90% | | Jeffrey A. Fiarman | 65% | | Kathryn M. Collins | 70% | | Evan A. Iverson(1) | 67% |

  57. 2024 Annual Incentive Plan Design

    | (1) Mr. Iverson’s 2024 AIP target bonus is 67.3%, which reflects a blend of 65%, his target bonus rate from January 1, 2024 to July 31, 2024 and 70%, his target bonus rate after being promoted to Chief Operating Officer on August 1, 2024. |

  58. 2024 Annual Incentive Plan Design

    The Compensation Committee determined that incentives under the 2024 AIP would be based on our performance with respect to the following performance goals and weightings:

  59. 2024 Annual Incentive Plan Design

    | (i) two financial performance goals consisting of revenue (35%) and Adjusted EBITDA (35%); and | | (ii) one strategic performance goal (30%) relating to the successful relaunch of the American Home Shield brand, monetization of the Frontdoor offerings and definition of a foundational data and system architecture plan for the Company. |

  60. 2024 Annual Incentive Plan Design

    The Compensation Committee determined that each of the metrics was appropriate to motivate the NEOs to lead the Company and to deliver on annual growth in support of the Company’s long-term strategy. For each performance measure, the Compensation Committee approved that the achievement factor will be determined by measuring actual performance against threshold, target and maximum goals based on a scale that provides for a payout of 25% for threshold performance, 100% for target performance and 200% for maximum performance. In establishing the goals, the committee considered actual performance measured for 2023, the Company’s operating plan for 2024 and short- and long-term business drivers for the Company. The following table sets forth the financial performance goals, including threshold, target and maximum performance levels, and the respective weightings of the financial performance goals under the 2024 AIP.

  61. 2024 Annual Incentive Plan Design

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  62. 2024 Annual Incentive Plan Design

    | Financial Performance Goal | Threshold (25%) | Target (100%) | Maximum (200%) | Weighting | | Revenue | $1.780 billion | $1.843 billion | $1.907 billion | 35% | | Adjusted EBITDA | $330 million | $359 million | $415 million | 35% |

  63. 2024 Annual Incentive Plan Determinations

    2024 Annual Incentive Plan Determinations In February 2025, the Compensation Committee assessed our performance against the 2024 AIP financial performance goals. For actual performance between the specified threshold, target and maximum levels, the resulting achievement factor was calculated on a linear interpolation basis. The weighted achievement factor for each performance goal was then determined by multiplying the weight attributed to each performance goal by the achievement factor for such goal based on the Company’s fiscal 2024 performance. The levels of achievement attained, achievement factors and the weighted achievement factors for the financial performance goals are listed in the table below.

  64. 2024 Annual Incentive Plan Determinations

    | Financial Performance Goal | 2024 Results | 2024 Results as a % of Target | 2024 Achievement Factor | 2024 Weighted Achievement Factor | | Revenue | $1.843 billion | 100.0% | 100.0% | 35.0% | | Adjusted EBITDA(1) | $443 million | 123.6% | 200.0% | 70.0% |

  65. 2024 Annual Incentive Plan Determinations

    | (1) Adjusted EBITDA under the 2024 AIP is calculated in the same manner as described in the Part II, Item 7 section of our Annual Report on Form 10-K for fiscal year ended December 31, 2024. |

  66. 2024 Annual Incentive Plan Determinations

    With respect to the satisfaction of the strategic objectives goal, which focused on the successful relaunch of the American Home Shield brand, monetization of the Frontdoor offerings and definition of a foundational data and system architecture plan for the Company, considering among other things, such factors as the timeliness of product launches, the number of mobile application downloads and product units sold, and customer retention rate, the Compensation Committee determined that we achieved 2024 actual results as a percentage of target of 100.0%, resulting in a weighted achievement factor of 30.0% for this goal. The Compensation Committee then determined that Company overall performance under the 2024 AIP was 135.0% in accordance with application of the weightings applicable to each of the financial and strategic performance goals.

  67. 2024 Annual Incentive Plan Payout

    2024 Annual Incentive Plan Payout Actual amounts paid under the 2024 AIP bonus are calculated by multiplying each NEO’s 2024 eligible earnings by (i) the executive’s 2024 AIP bonus target annual cash incentive opportunity (which is reflected as a percentage of eligible earnings) and (ii) the executive’s weighted achievement factor. Accordingly, in February 2025, the Compensation Committee awarded Messrs. Cobb, Fiarman and Iverson, and Mses. Ross and Collins 2024 AIP bonuses as set forth in the following table.

  68. 2024 Annual Incentive Plan Payout

    | Named Executive Officer | 2024 AIP Eligible Compensation | AIP Annual Incentive Target as of Percentage of Eligible Earnings | 2024 AIP Eligible Bonus Payout Factor | 2024 AIP Bonus Payouts | | Mr. Cobb | $825,000 | 125% | 168.75% | $1,392,188 | | Ms. Ross | $618,750 | 90% | 121.50% | $751,781 | | Mr. Fiarman | $555,000 | 65% | 87.75% | $487,013 | | Ms. Collins | $500,000 | 70% | 94.50% | $472,500 | | Mr. Iverson(1) | $506,250 | 67.3%(1) | 90.80% | $459,703 |

  69. 2024 Annual Incentive Plan Payout

    | (1) Mr. Iverson’s 2024 AIP target bonus reflects a blend of 65%, his target rate from January 1, 2024 to July 31, 2024 and 70%, his target bonus rate after being promoted to Chief Operating Officer on August 1, 2024. |

  70. 2024 Annual Incentive Plan Payout

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  71. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards

  72. 2024 Annual Awards

    2024 Annual Awards To reinforce the Company’s performance and growth agenda, in February 2024, the Compensation Committee determined to grant PSUs for 50% of the long-term equity incentive awards and time-vested RSUs for the remaining 50% of the long-term equity incentive awards for Messrs. Cobb, Fiarman and Iverson, and Mses. Ross and Collins. The Compensation Committee believes that PSUs create strong alignment with stockholder interests since value is delivered only in the event that the performance metrics are met, which require significant increases in our revenue and Adjusted EBITDA. Meanwhile, time-vested RSUs balanced the performance orientation of PSUs with the objectives of real equity ownership and retention. In February 2024, the Compensation Committee also approved the target dollar value of long-term equity incentive awards to be granted to each of our NEOs. In determining the target dollar value of these awards, the Compensation Committee considered data regarding compensation for the Company’s 2024 peer group, as well as third-party salary survey information and the Company’s business strategy, as well as input from Meridian, stockholders, and with respect to executives other than himself, Mr. Cobb. The table below summarizes the annual long-term equity incentive awards that were granted on March 25, 2024 to each of the NEOs in 2024.

  73. 2024 Annual Awards

    | Named Executive Officer | Total Annual Equity Award Dollar Values | Target PSU Dollar Values | Target Number of PSUs | RSU Dollar Values | Number of RSUs | | Mr. Cobb | $6,200,000 | $3,100,000 | 97,027 | $3,100,000 | 97,027 | | Ms. Ross | $1,800,000 | $900,000 | 28,169 | $900,000 | 28,169 | | Mr. Fiarman | $1,500,000 | $750,000 | 23,474 | $750,000 | 23,474 | | Ms. Collins | $1,200,000 | $600,000 | 18,779 | $600,000 | 18,779 | | Mr. Iverson | $1,000,000 | $500,000 | 15,649 | $500,000 | 15,649 |

  74. 2024 Annual Awards

    The target PSU dollar values were converted into a target number of PSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share. The%terms and conditions of the PSUs provide that the PSUs will generally vest and be payable on the third%anniversary of the grant date (i.e. on March 25, 2027) subject to the Company achieving certain specified aggregate revenue performance goals (50% of the PSU award) and specified aggregate Adjusted EBITDA performance goals (50% of the PSU award) measured over the three-year performance period commencing on January 1, 2024 and ending on December 31, 2026, subject to the executive’s continued service through the applicable vesting date. The total number of PSUs that vest will range from 0% to 200% of each target as determined by measuring accumulated aggregate performance at the end of the performance period on December 31, 2026 against the specified revenue and Adjusted EBITDA performance goals based on a pre-established scale, provided that to the extent the performance achieved is in between two performance goal levels, the earned percentage shall be determined based on linear interpolation. The target RSUs dollar values were converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share, and will vest over three years in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued service through the vesting date. If the executive’s employment terminates upon death or disability during the performance period, the PSUs will vest and be paid out at target. If the executive’s employment terminates upon death or disability within 30 days of the end of the performance period, the greater of target or the actual performance measurement will be applied. If the executive’s employment or service is terminated without cause or the executive terminates his employment or service for good reason, a pro-rata portion of the PSUs will continue to vest until the third anniversary of the grant date based on actual Company performance. Upon a change in control during the performance period, unless an alternative award is provided, the PSUs will be considered earned at target, or if the change of control occurs within the last 12 months of the performance period, at the greater of target earned and projected earnings. The post-termination vesting for RSUs will be substantially the same as the rights that apply to RSUs previously granted to the NEOs. The terms and conditions of each of the PSU and RSU awards provide that Mr. Cobb shall not be deemed to have incurred a termination should he continue to serve as a director of the Company.

  75. 2024 Annual Awards

    Determinations of Prior Performance-Based Equity Compensation Awards Post-termination vesting for PSUs and RSUs are described further below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards.”

  76. Determinations of Prior Performance-Based Equity Compensation Awards

    Determinations of Prior Performance-Based Equity Compensation Awards

  77. 2019 PSU Award

    2019 PSU Award In March 2019, Mr. Fiarman was awarded 12,471 PSUs under the 2018 Plan as a part of his fiscal 2019 compensation. On April 25, 2024, after reviewing the Company performance measured against the market goal (weighted average market capitalization or WAMC), representing 50% of the total award, and the revenue goal, representing 50% of the total award, each as measured over four consecutive quarters, the Compensation Committee certified that the performance milestone goals were below the threshold level for each goal. Following the performance certification by the Compensation Committee, the 12,471 PSUs awarded to Mr. Fiarman were forfeited without payment therefor.

  78. 2022 PSU Award

    2022 PSU Award In June 2022, Mr. Cobb, and in March 2022, Mr. Fiarman, were awarded 35,368 and 18,737 PSUs, respectively, under the 2018 Plan as part of their fiscal 2022 compensation. On February 19, 2025, after reviewing the Company performance measured against the aggregate revenue goal measured over the four fiscal quarters of 2024, the Compensation Committee certified that the performance milestone goal was achieved between the threshold and target levels as follows:

  79. 2022 PSU Award

    | Goal | Threshold (50%) | Target (100%) | Above Target (150%) | Maximum (200%) | Actual Results | Actual Results | | Revenue (Aggregate Fiscal 2024) | $1.801 billion | $2.086 billion | $2.189 billion | $2.289 billion | $1.843 billion | 57.4% |

  80. 2022 PSU Award

    Following the performance determination by the Compensation Committee, Mr. Cobb will receive 20,301 shares on the June 1, 2025 vest date and Mr. Fiarman received 10,755 shares on the March 28, 2025 vest date.

  81. Fiscal 2025 Executive Compensation

    Fiscal 2025 Executive Compensation In February 2025, the Compensation Committee determined the salary and incentive compensation opportunities for our executives for 2025. The Compensation Committee considered data regarding compensation for the Company’s peer group for 2025, as well as third-party salary survey information, the Company’s business strategy and prior feedback from stockholders related to the Company’s executive compensation program, as well as input from Meridian, and with respect to executives other than himself, Mr. Cobb. The Compensation Committee approved increases of $35,000, $15,000 and $30,000 to the salaries for Mr. Cobb, Mr. Fiarman and Ms. Collins, respectively, effective in April 2025. The Compensation Committee approved increases to 70%, 75% and 75%, for Mr. Fiarman, Ms. Collins and Mr. Iverson, respectively, to the annual incentive plan opportunities, as a percentage of eligible earnings for fiscal 2025. The Compensation Committee approved long-term equity incentive awards, consisting of 50% PSUs and 50% RSUs, having aggregate grant date fair values of $6,400,000, $1,800,000, $1,600,000, $1,500,000, and $1,500,000 for Mr. Cobb, Ms. Ross, Mr. Fiarman, Ms. Collins and Mr. Iverson, respectively, to be granted in March 2025. The terms and conditions of the PSUs are tied to pre-set 3-year financial goals relating to revenue (relating to 50% of the total PSU award) and Adjusted EBITDA (relating to 50% of the total PSU award), with a minimum achievement level of 0% and a maximum achievement level of 200%.

  82. Sign-on, Retention and Discretionary Bonuses

    Sign-on, Retention and Discretionary Bonuses From time to time, we may award sign-on, retention and discretionary bonuses, in the form of cash, RSUs or stock options, to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.

  83. Employment Agreements

    Employment Agreements Mr. Cobb was hired to serve as our CEO pursuant to an employment agreement with us dated May 19, 2022 and commenced employment on June 1, 2022. Ms. Ross was hired to serve as our Senior Vice President and CFO with us pursuant to an offer letter dated December 1, 2022 and commenced employment on December 30, 2022. Mr. Fiarman was hired to serve as our Senior Vice President, Chief Legal Officer and Secretary pursuant to an offer letter dated July 5, 2018 and commenced employment on August 27, 2018. The material terms of Mr. Cobb’s employment agreement, Ms. Ross’ offer letter and Mr. Fiarman’s offer letter, are described below under “Executive Compensation Tables—Grants of Plan-Based Awards for Fiscal 2024—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreement.”

  84. Employment Agreements

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  85. Employment Agreements

    Clawback Policies

  86. Post-Termination Compensation

    Post-Termination Compensation Our Compensation Committee has approved an executive severance policy (the “Severance Policy”) to provide severance benefits to certain eligible executives of the Company, including the NEOs, who experience a termination of employment under certain conditions. Notwithstanding the adoption of the Severance Policy, if at any time the NEO is subject to any existing agreement with the Company providing for severance benefits, the NEO shall be entitled to the better of the amounts payable under the Severance Policy or the amounts otherwise payable under the existing agreement. Messrs. Cobb, Fiarman and Iverson, and Mses. Ross and Collins, each have a severance arrangement with us, either as part of their employment agreement, in the case of Mr. Cobb, or offer letter, in the cases of Mr. Fiarman and Ms. Ross. The severance benefits to which Messrs. Cobb and Fiarman and Ms. Ross are entitled are described in detail below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Severance Benefits—Employment Arrangements.” For a description of the potential vesting of outstanding equity awards that may occur in connection with certain termination events, see “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards” below.

  87. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation paid to or earned by each of our NEOs for the years indicated.

  88. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | William C. Cobb Chief Executive Officer and Chairman of the Board | 2024 | $825,000 | $— | $6,200,026 | $— | $1,392,188 | $12,075(4) | $8,429,289 | | | 2023 | $825,000 | $— | $2,750,005 | $2,750,002 | $1,554,300 | $11,550 | $7,890,857 | | | 2022 | $481,250 | $— | $2,500,012 | $1,742,945 | $367,290 | $73,250 | $5,164,747 | | Jessica P. Ross Senior Vice President and Chief Financial Officer | 2024 | $618,750 | $— | $1,800,000 | $— | $751,781 | $4,225(4) | $3,174,756 | | | 2023 | $600,000 | $— | $850,011 | $850,001 | $847,800 | $121,048 | $3,268,860 | | | 2022 | $2,273 | $775,000 | $99,998 | $— | $— | $— | $877,271 | | Jeffrey A. Fiarman Senior Vice President, Chief Legal Officer and Secretary | 2024 | $555,000 | $— | $1,499,988 | $— | $487,013 | $12,075(4) | $2,554,076 | | | 2023 | $533,750 | $— | $750,011 | $749,997 | $502,793 | $11,550 | $2,548,101 | | | 2022 | $503,750 | $— | $1,080,000 | $268,913 | $192,231 | $10,675 | $2,055,569 | | Kathryn M. Collins Senior Vice President and Chief Revenue Officer | 2024 | $500,000 | $— | $1,199,978 | $— | $472,500 | $12,075(4) | $2,184,553 | | Evan A. Iverson Senior Vice President and Chief Operating Officer | 2024 | $506,250 | $— | $999,972 | $— | $459,703 | $12,075(4) | $1,978,000 |

  89. Summary Compensation Table

    | (1) Amounts reported reflect the NEO’s annual salary earned during the fiscal year, taking into account increases in salary during the course of the year, and are not reduced to reflect the NEO’s election, if any, to defer receipt of salary into our savings plan for U.S. employees. For additional details on actions taken with respect to the base salaries of the applicable NEOs in fiscal 2024, see “Compensation Discussion and Analysis—Components of 2024 Compensation—Salary.” | | (2) For 2024, stock awards consisted of awards of time-vesting RSUs and PSUs. The award of an RSU and PSU is the right to receive one share of our Common Stock upon the vesting date of the RSUs and the PSUs, as applicable. Amounts shown represent the grant date fair value of the applicable RSUs and PSUs granted during fiscal 2024, each as calculated in accordance with FASB ASC Topic 718 (“Topic 718”). The grant date fair value for the RSUs and PSUs is based solely on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the applicable grant date (i.e., $31.95). The grant date fair value of a stock award is measured in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. See “Compensation Discussion and Analysis—Components of 2024 Compensation—Long-Term Equity Incentive Awards” for a discussion of the performance conditions required for vesting of the PSUs. The grant date fair values of the PSUs presented in the table assume a target level of achievement for each performance goal (i.e. 100%). Assuming the highest level of performance achievement for each performance goal (i.e. 200%), the aggregate grant date fair value of the PSUs reflected in the table would have been: Mr. Cobb—$6,200,026; Ms. Ross—$1,800,000; Mr. Fiarman—$1,499,988; Ms. Collins—$1,199,978; and Mr. Iverson—$999,972. | | (3) Amounts shown consist solely of the NEO’s annual, performance-based cash bonus based on eligible earnings. For additional details on the amounts shown for fiscal 2024, see “Compensation Discussion and Analysis—Components of 2024 Compensation—Annual Cash Incentive Awards.” | | (4) Amounts reported reflect contributions by the Company to its savings plan for U.S. salaried employees. |

  90. Summary Compensation Table

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  91. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table sets forth information regarding non-equity incentive plan awards and equity incentive plan awards (PSU and RSU awards) during fiscal 2024 under the Company’s 2018 Plan.

  92. Grants of Plan-Based Awards for Fiscal 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Exercise or Base Price of Option Awards ($/Sh) | | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock Awards(2) | | William C. Cobb | 3/25/2024 | 2/22/2024 | | | | 24,257(3) | 97,027(3) | 194,054(3) | | | $3,100,013 | | | 3/25/2024 | 2/22/2024 | | | | | | | 97,027(4) | | $3,100,013 | | | | | $77,344 | $1,031,250 | $2,062,500 | | | | | | | | Jessica P. Ross | 3/25/2024 | 2/22/2024 | | | | 7,042(3) | 28,169(3) | 56,338(3) | | | $900,000 | | | 3/25/2024 | 2/22/2024 | | | | | | | 28,169(4) | | $900,000 | | | | | $41,766 | $556,875 | $1,113,750 | | | | | | | | Jeffrey A. Fiarman | 3/25/2024 | 2/22/2024 | | | | 5,869(3) | 23,474(3) | 46,948(3) | | | $749,994 | | | 3/25/2024 | 2/22/2024 | | | | | | | 23,474(4) | | $749,994 | | | | | $27,056 | $360,750 | $721,500 | | | | | | | | Kathryn M. Collins | 3/25/2024 | 2/22/2024 | | | | 4,695(3) | 18,779(3) | 37,558(3) | | | $599,989 | | | 3/25/2024 | 2/22/2024 | | | | | | | 18,799(4) | | $599,989 | | | | | $26,250 | $350,000 | $700,000 | | | | | | | | Evan A. Iverson | 3/25/2024 | 2/22/2024 | | | | 3,912(3) | 15,649(3) | 31,298(3) | | | $499,986 | | | 3/25/2024 | 2/22/2024 | | | | | | | 15,649(4) | | $499,986 | | | | | $25,5391(5) | $340,521(5) | $681,042(5) | | | | | | |

  93. Grants of Plan-Based Awards for Fiscal 2024

    | (1) Amounts reflect the applicable threshold, target and maximum payouts established by the Compensation Committee under the Company’s 2024 AIP. The threshold funding factor assumes that the only performance goal achieved (at the threshold level) was the goal that accounts for the least weight (i.e. the strategic objectives goal) in our calculation of the achievement factor under the AIP, and the maximum funding factor was 200% of target for each performance goal. See “Compensation Discussion and Analysis—Components of 2024 Compensation—Annual Cash Incentive Awards—2024 Annual Incentive Plan Design” above for a description of our annual, performance-based cash bonus. | | (2) Amounts shown represent the grant date fair value of the applicable PSUs and RSUs granted during fiscal 2024, each as calculated in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. Amounts shown represent the grant date fair value of the RSUs and PSUs (at target), based solely on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the applicable grant date (i.e., $31.95). | | (3) The NEO received an award of PSUs with a grant date on March 25, 2024, with 50% of the award subject to aggregate revenue performance targets and 50% of the award subject to aggregate Adjusted EBITDA performance targets over a three-year performance cycle ending on December 31, 2026, and are subject to the executive’s continued service through the vest date on March 25, 2027. See “Compensation Discussion and Analysis—Components of 2024 Compensation—Long-Term Equity Incentive Awards” for a discussion of the service and performance conditions required for vesting of these PSUs. The total number of PSUs that vest will range from 0% to 200% of each target as determined by measuring accumulated actual performance at the end of the performance period on December 31, 2026 against the specified revenue (50% of the total award) and Adjusted EBITDA (50% of total award) performance goals based on a pre-established scale, provided, that, to the extent that the performance achieved is in between two performance goal levels, the earned percentage shall be determined based on linear interpolation. To determine the threshold value, we took 50% of each NEO’s total award and multiplied by 50%, which is the value should only one of the two performance goals reach a threshold level of achievement. | | (4) The NEO received an award of time-vesting RSUs on March 25, 2024. The RSUs vest one-third per year over three years on each anniversary of the grant date. | | (5) Mr. Iverson’s 2024 AIP Threshold, Target and Maximum possible payouts under our non-equity incentive plan awards reflects a weighted average of 65%, his target bonus rate from January 1, 2024 to July 31, 2024, and 70%, his target bonus rate from August 1, 2024 to December 31, 2024 after being promoted to Chief Operating Officer on August 1, 2024 (i.e. 7 months at 65% and 5 months at 70%). |

  94. Grants of Plan-Based Awards for Fiscal 2024

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  95. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  96. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding unexercised time-vesting stock options and PSOs, and any RSUs and PSUs that were not vested for each NEO as of the end of fiscal 2024. For information on vesting upon specified termination events or a change in control, see “—Potential Payments Upon Termination or Change in Control—Equity Awards.”

  97. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | | Name | Original Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units or Other Rights That Have Not Vested ($)(2) | | William C. Cobb | 3/25/2024 | | | | | | 97,027 | (3)* | $5,304,466 | | | | | | 3/25/2024 | | | | | | | | | 12,128 | (4)* | $663,058 | | | 3/27/2023 | 264,456(5) | | | $26.42 | 3/27/2033 | | | | | | | | | 3/27/2023 | | | | | | 69,392 | (3) | $3,793,661 | | | | | | 6/1/2022 | 152,236(6) | | | $24.74 | 6/1/2032 | | | | | | | | | 6/1/2022 | | | | | | 20,301 | (7) | $1,109,856 | | | | | | 6/1/2022 | | | | | | 11,789 | (3) | $644,505 | | | | | Jessica P. Ross | 3/25/2024 | | | | | | 28,169 | (3)* | $1,539,999 | | | | | | 3/25/2024 | | | | | | | | | 3,521 | (4)* | $192,500 | | | 3/27/2023 | 81,741(5) | | | $26.42 | 3/27/2033 | | | | | | | | | 3/27/2023 | | | | | | 21,448 | (3) | $1,172,562 | | | | | Jeffrey A. Fiarman | 3/25/2024 | | | | | | 23,474 | (3)* | $1,283,324 | | | | | | 3/25/2024 | | | | | | | | | 2,934 | (4)* | $160,415 | | | 3/27/2023 | 72,124(5) | | | $26.42 | 3/27/2033 | | | | | | | | | 3/27/2023 | | | | | | 18,925 | (3) | $1,034,630 | | | | | | 6/1/2022 | 23,488(6) | | | $24.74 | 6/1/2032 | | | | | | | | | 3/28/2022 | | | | | | 6,246 | (3) | $341,469 | | | | | | 3/28/2022 | | | | | | 10,755 | (7) | $587,976 | | | | | | 3/30/2020 | 18,299(8) | | | $35.56 | 3/30/2030 | | | | | | | | | 3/29/2019 | 15,762(8) | | | $34.48 | 3/29/2029 | | | | | | | | Kathryn M. Collins | 3/25/2024 | | | | | | 18,779 | (3)* | $1,026,648 | | | | | | 3/25/2024 | | | | | | | | | 2,347 | (4)* | $128,331 | | | 3/27/2023 | 22,299(4) | | | $26.42 | 3/27/2033 | | | | | | | | | 3/27/2023 | | | | | | 12,616 | (3) | $689,717 | | | | | | 6/9/2022 | | | | | | 5,427 | (3) | $296,694 | | | |

  98. Outstanding Equity Awards at Fiscal 2024 Year-End

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  99. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | | Name | Original Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units or Other Rights That Have Not Vested ($)(2) | | Evan A. Iverson | 3/25/2024 | | | | | | 15,649 | (3)* | $855,531 | | | | | | 3/25/2024 | | | | | | | | | 1,956 | (4)* | $106,941 | | | 3/27/2023 | 28,850(5) | | | $26.42 | 3/27/2033 | | | | | | | | | 3/27/2023 | | | | | | 7,570 | (3) | $413,852 | | | | | | 6/1/2022 | | | | | | 2,762 | (3) | $150,999 | | | | | | 3/28/2022 | 9,405(8) | 4,275(8) | | $28.82 | 3/28/2032 | | | | | | | | | 3/28/2022 | | | | | | 2,313 | (3) | $126,452 | | | | | | 3/29/2021 | 4,170(8) | 279(8) | | $54.81 | 3/29/2031 | | | | | | | | | 3/30/2020 | 8,116(8) | | | $35.56 | 3/30/2030 | | | | | | | | | 3/29/2019 | 6,048(8) | | | $34.48 | 3/29/2029 | | | | | | |

  100. Outstanding Equity Awards at Fiscal 2024 Year-End

    | * Shows grants made in fiscal 2024, which are also reported in the “Summary Compensation Table” and in the “Grants of Plan-Based Awards for Fiscal 2024 Table.” | | (1) Mr. Cobb was issued DSEs pursuant to the 2018 Plan for the equity portion of his fees for service as the non-employee Chairman and member of our Board of Directors from fiscal 2018 through June 1, 2022. These shares are fully vested deferred shares that are outstanding in the 2018 Plan, and as fully vested shares, are therefore not included on the table above. The DSEs will remain vested and outstanding until issued in accordance with Mr. Cobb’s deferral elections, which will occur 30 days after he no longer serves on the Company’s Board. The following provides information relating to these DSE shares and the market value is based on the closing market price of our Common Stock on the Nasdaq of $54.67 on December 31, 2024, the last trading day of fiscal 2024: |

  101. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Date of Grant | Number of DSEs (#) | Market Value of Shares at 12/31/2024 ($) | | 5/11/2022 | 9,470 | $517,725 | | 5/12/2021 | 4,762 | $260,339 | | 5/13/2020 | 5,219 | $285,323 | | 4/29/2019 | 6,304 | $344,640 | | 10/2/2018 | 1,344 | $73,476 | | 10/1/2018 | 155 | $8,474 | | 10/1/2018 | 3,518 | $192,329 |

  102. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) Amounts shown represent the number of shares underlying the RSU or PSU, as applicable, multiplied by $54.67, the closing market price of our Common Stock on the Nasdaq on December 31, 2024, the last trading day of fiscal 2024. | | (3) Time-vesting RSUs that vest in three equal installments beginning on each anniversary of the original grant date, subject to the terms of the applicable award agreement with the Company. For a discussion of the 2024 RSU Awards, see “Compensation Discussion and Analysis—Components of 2024 Compensation—Long-Term Equity Incentive Awards.” | | (4) Reflects PSUs granted on March 25, 2024 and vest according to the attainment of a certain revenue (50% of the award shares) and Adjusted EBITDA (50% of the award shares) performance targets (as defined in the Company’s applicable Performance Share Grant Notice) measured over the three-year performance cycle ending on December 31, 2026. The revenue performance goal will be deemed satisfied if the aggregate revenue measured over the three-year performance cycle (i.e. January 1, 2024 to December 31, 2026) is sufficient to satisfy the revenue performance goal. The Adjusted EBITDA performance goal will be deemed satisfied if the aggregate Adjusted EBITDA for each fiscal year in the performance cycle is sufficient to satisfy the Adjusted EBITDA performance goal. The applicable earned percentages for each performance goal are 50% (threshold goal), 100% (target goal) and 200% (maximum goal), with linear interpolation to be applied for determining the earned percentage between each performance goal. In the table above, the number and market value of PSUs reported reflect threshold achievement for each of the performance goals (i.e. 50% of target shares), as the actual number of PSUs that will be distributed is not yet determinable. See “Compensation Discussion and Analysis—Components of 2024 Compensation—Long-Term Equity Incentive Awards.” | | (5) Reflects all 3 tranches of the PSOs granted on March 27, 2023, which vested and became exercisable upon the achievement of both the (i) service condition, which was deemed satisfied on the first anniversary of the grant date subject to the NEO’s continuous service with the Company through such date, and (ii) each performance condition, which were satisfied as of December 31, 2024. See “Compensation Discussion and Analysis—Determinations of Prior Performance-Based Equity Compensation Awards” for a discussion of the service and market conditions for the vesting of these PSOs. | | (6) Reflects all 3 tranches of the PSOs granted on June 1, 2022, which vested and became exercisable upon the achievement of both the (i) service condition, which was deemed satisfied on the first anniversary of the grant date subject to the NEO’s continuous service with the Company through such date, and (ii) each performance condition, which were satisfied as of December 31, 2024. See “Compensation Discussion and Analysis—Determinations of Prior Performance-Based Equity Compensation Awards” for a discussion of the service and market conditions for the vesting of these PSOs. |

  103. Outstanding Equity Awards at Fiscal 2024 Year-End

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  104. Outstanding Equity Awards at Fiscal 2024 Year-End

    Option Exercises and Stock Vested For Fiscal 2024

  105. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (7) Reflects PSUs granted on June 1, 2022 (for Mr. Cobb) and March 28, 2022 (for Mr. Fiarman). The PSUs vested in accordance with the attainment of a certain revenue performance targets (as defined in the Company’s applicable Performance Share Grant Notice) measured during a three-year performance period ending on December 31, 2024. The earned percentage of the revenue performance goal was measured to be 57.4% of target, as certified by the Compensation Committee on February 19, 2025 and will satisfy the service vesting condition on the third anniversary of each grant date (i.e. on June 1, 2025 for Mr. Cobb and on March 28, 2025 for Mr. Fiarman). See “Compensation Discussion and Analysis—Determinations of Prior Performance-Based Equity Compensation Awards” for a discussion of the service and market conditions for the vesting of these PSUs. | | (8) Time-vesting stock options that vested and became exercisable as to 25% on the first anniversary of the grant date, and thereafter vest 6.25% quarterly over the next three years on the quarterly anniversary of the grant date, such that all stock options will have vested on the fourth anniversary of the grant date, subject to the terms of the applicable award agreement with the Company. |

  106. Option Exercises and Stock Vested For Fiscal 2024

    Option Exercises and Stock Vested For Fiscal 2024 The following table sets forth information regarding option exercises, awards of Common Stock, PSUs and RSUs that vested in fiscal 2024.

  107. Option Exercises and Stock Vested For Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William C. Cobb | — | — | 56,590 | $1,873,907 | | Jessica P. Ross | — | — | 13,127 | $473,619 | | Jeffrey A. Fiarman | — | — | 22,870 | $734,996 | | Kathryn M. Collins | 25,784 | $815,702 | 11,735 | $392,175 | | Evan A. Iverson | — | — | 9,620 | $317,132 |

  108. Option Exercises and Stock Vested For Fiscal 2024

    | (1) Reflects the aggregate dollar amount realized upon the exercise of vested stock options by determining the difference between the market price of the Company’s Common Stock on the date of exercise (i.e. $58.056) and the exercise price of the options (i.e. $26.42). | | (2) Reflects the aggregate market value of the shares of the Company’s Common Stock acquired upon vesting based on the fair market value of the Company’s Common Stock on the Nasdaq on the vesting date as defined in the 2018 Plan. |

  109. Pension Benefits

    Pension Benefits The Company has no pension plans.

  110. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024 The following table sets forth information with respect to the deferred equity compensation paid to Mr. Cobb for his service as a non-employee director and Chairman of the Board of Directors prior to being elected as the Company’s CEO effective June 1, 2022. Under our director compensation program, each non-employee director may elect to defer receipt of the shares of the Company’s Common Stock as DSEs to a point in the future, including the time at which the individual is no longer a member of the Board. Mr. Cobb elected to defer receipt of the Company’s Common Stock until 30 days after he no longer sits on the Board, and has not made any contributions to, or taken distribution of, these shares of Common Stock. The material terms of our director compensation program are discussed in the section entitled “Director Compensation—Compensation and Stock Paid to Directors.” None of our NEOs, other than Mr. Cobb, was eligible to participate in our director deferred compensation program. Mr. Cobb did not receive any deferred equity compensation in fiscal 2024.

  111. Nonqualified Deferred Compensation for Fiscal 2024

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE(2) | | William C. Cobb | $— | — | $598,515 | — | $1,682,305 |

  112. Nonqualified Deferred Compensation for Fiscal 2024

    | (1) The value reported in this column represents the appreciation of DSEs credited to Mr. Cobb’s deferral account. This amount has not been reported in the Summary Compensation Table for fiscal 2024. | | (2) The value set forth in this column is based on the closing price of our Common Stock on the Nasdaq of $54.67 on December 31, 2024, the last trading day of fiscal 2024. This amount has not been reported in the Summary Compensation Tables for fiscal 2024 or prior years, as such amounts were received for his service as a non-employee member and Chairman of our Board of Directors prior to Mr. Cobb becoming our CEO in June 2022. |

  113. Nonqualified Deferred Compensation for Fiscal 2024

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  114. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following summaries and table describe and quantify the potential payments and benefits that we would provide to our NEOs in connection with their termination of employment and/or change in control of our Company. In determining amounts payable, we have assumed in all cases that the terms of the executive’s current employment and equity award agreements with us were in effect on, and the termination of employment and/or change in control occurred on December 31, 2024.

  115. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. For purposes of this calculation, our employee population was evaluated as of December 31, 2024 to be 1,650. As is permitted under the SEC rules, we excluded 416 employees from 2-10 HBW that we acquired on December 19, 2024, to determine our median employee and we used annual salary and bonus earned for 2024 as our consistently applied compensation measure. We annualized this number for those U.S.-based full- and part-time employees who did not work the full fiscal 2024 year. We believe this consistently applied compensation measure reasonably reflects annualized compensation across our employee base. Using a determination date of December 31, 2024, we determined our median employee from the employee population included in our calculation. Our median employee’s annual total compensation for fiscal 2024 was $89,235, which includes, among other things, the value of non-discriminatory employer paid health benefits. For fiscal 2024, the annual total compensation for our CEO, Mr. Cobb, was $8,443,012, which amount varies from his total compensation amount as reflected in the “Summary Compensation Table” because it includes the value of non-discriminatory employer paid health benefits. Accordingly, our CEO Pay Ratio for fiscal 2024 was 95:1.

  116. Pay Ratio Disclosure

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  117. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to “Compensation Discussion and Analysis” above. The following table provides information showing the relationship during fiscal 2020, 2021, 2022, 2023 and 2024 between (1) compensation “actually paid” (“CAP” as defined by the SEC rule and further described below) to (a) each person serving as our principal executive officer (“PEO”) and (b) our non-PEO NEOs, on an average basis, and (2) the Company’s financial performance based on Total Shareholder Return (“TSR”) and Net Income, and the Company-selected metric Revenue. Information in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.

  118. Pay Versus Performance

    | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Former PEO(1) ($) | Compensation Actually Paid to Former PEO(2) ($) | Summary Compensation Table Total for Current PEO(3) ($) | Compensation Actually Paid to Current PEO(4) ($) | | Average Compensation Actually Paid to Non-PEO NEOs(6) ($) | Total Share- holder Return(7) ($) | Peer Group Total Share- holder Return(7)(8) ($) | Net Income ($M) | Revenue ($M)(9) | | 2024 | — | — | 8,429,289 | 15,254,439 | 2,472,846 | 3,848,778 | 115.29 | 205.28 | 235 | 1,843 | | 2023 | — | — | 7,890,857 | 13,246,252 | 2,908,481 | 4,183,733 | 74.27 | 169.82 | 171 | 1,780 | | 2022 | 5,432,772 | (5,857,591) | 5,164,747 | 3,139,666 | 1,902,297 | 974,991 | 43.86 | 141.94 | 71 | 1,662 | | 2021 | 6,150,602 | 1,948,362 | — | — | 1,775,991 | 868,992 | 77.29 | 158.53 | 128 | 1,602 | | 2020 | 5,265,975 | 6,799,672 | — | — | 1,531,303 | 1,875,859 | 105.88 | 122.85 | 112 | 1,474 |

  119. Pay Versus Performance

    | (1) The Former PEO is Rexford Tibbens. Mr. Tibbens served as our CEO during fiscal 2020, fiscal 2021 and fiscal 2022 until June 1, 2022. The dollar amounts reported in this column represent the total amounts reported for Mr. Tibbens for each corresponding year in the “Total” column of the “Summary Compensation Table” previously reported in our 2023 Proxy Statement. |

  120. Pay Versus Performance

    | (2) The fair value of each stock option award was estimated as of the relevant valuation date in accordance with Topic 718 using a variation of the Black-Scholes option pricing model and the key input variables (assumptions) of that model as described in Note 10 to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025.The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. |

  121. Pay Versus Performance

    | (3) The Current PEO is William Cobb. Mr. Cobb has served as our CEO since June 1, 2022. The dollar amounts reported in this column represent the total amounts reported for Mr. Cobb for fiscal 2022, 2023 and 2024 in the “Total” column of the “Summary Compensation Table” of this Proxy Statement. |

  122. Pay Versus Performance

    | (4) The fair value of each PSO award that remained subject to both service- and market-based vesting conditions as of the relevant valuation date was estimated in accordance with FASB ASC Topic 718 using a Monte-Carlo pricing model, and the fair value of each PSO award that remained subject only to service-based vesting conditions as of the valuation date was estimated in accordance with FASB ASC Topic 718 using a variation of the Black-Scholes pricing model, and the key input variables (assumptions), each as described in Note 10 to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. The following are the details for the compensation actually paid to Mr. Cobb: |

  123. Pay Versus Performance

    Mr. Cobb. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Cobb in the “Summary Compensation Table.” Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Cobb during fiscal 2024.

  124. Pay Versus Performance

    | Description | 2024 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment(a) | 6,825,150 |

  125. Pay Versus Performance

    | (a) The amounts added or deducted in calculated stock and performance option award adjustments include: |

  126. Pay Versus Performance

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  127. Pay Versus Performance

    | Year | Deduction for Grant-Date Fair Value of Equity Awards Granted in the Year ($) | Year-End Fair Value of Outstanding and Unvested Awards Granted in the Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments* ($) | | 2024 | (6,200,026) | 10,608,932 | 1,578,970 | — | 837,273 | — | — | 6,825,150 |

  128. Pay Versus Performance

    | * Sums may not add up due to rounding. |

  129. Pay Versus Performance

    | (5) The Non-PEO NEOs for fiscal 2024 are Jessica Ross, Jeffrey Fiarman, Kathryn Collins and Evan Iverson, for fiscal 2023 are Jessica Ross and Jeffrey Fiarman, for fiscal 2022 are Jessica Ross, Brian Turcotte and Jeffrey Fiarman and for fiscal 2021 and fiscal 2020 are Brian Turcotte and Jeffrey Fiarman. The dollar amounts reported in this column represent the average of the total amounts reported for our non-PEO NEOs for each corresponding year in the “Total” column of the “Summary Compensation Table” of each applicable proxy statement. | | (6) The fair value of each PSO award that remained subject to both service- and market-based vesting conditions as of the relevant valuation date was estimated in accordance with Topic 718 using a Monte-Carlo pricing model, and the fair value of each PSO award that remained subject only to service-based vesting conditions as of the valuation date was estimated in accordance with Topic 718 using a Black-Scholes pricing model and the key input variables (assumptions), each as described in Note 10 to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable.The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. The following are the details for the Non-PEO NEOs in fiscal 2024: |

  130. Pay Versus Performance

    Non-PEO NEOs. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for our non-PEO NEOs the following adjustments were made to the amounts reported in the “Summary Compensation Table.” Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other NEOs as a group for fiscal 2024.

  131. Pay Versus Performance

    | Description | 2024 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment(a) | 1,375,932 |

  132. Pay Versus Performance

    | (a) The amounts added or deducted in calculated stock and option award adjustments include: |

  133. Pay Versus Performance

    | Year | Deduction for Grant-Date Fair Value of Equity Awards Granted in the Year ($) | Year-End Fair Value of Outstanding and Unvested Awards Granted in the Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments* ($) | | 2024 | (1,374,985) | 2,352,751 | 391,356 | — | 6,810 | — | — | 1,375,932 |

  134. Pay Versus Performance

    | * Sums may not add up due to rounding. |

  135. Pay Versus Performance

    | (7) TSR is calculated assuming an investment of $100 at market close on December 31, 2019 through and including the end of the fiscal year for each year reported in the table as required by the rule. |

  136. Pay Versus Performance

    | (8) For purposes of this disclosure, the Company used the S&P 500 Professional and Commercial Services Industry Group Index (the “Index”) as its peer group, consistent with the prior year. |

  137. Pay Versus Performance

    | (9) For purposes of Item 402(v) of Regulation S-K, we have identified Revenue as our Company Selected Metric. Although Revenue is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive compensation actually paid to Company performance. |

  138. Pay Versus Performance

    | 62 | frontdoor ● 2025 Proxy Statement |

  139. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance SEC rules require that we disclose the most important financial performance measures that the Company uses to link compensation actually paid to our NEOs for fiscal 2024 to Company performance. These measures are as follows:

  140. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | Financial Measures Linking Compensation to Performance | | Revenue | | Adjusted EBITDA | | Stock Price |

  141. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    For further information about our compensation program and the ways in which compensation actually paid to our NEOs is linked to Company financial performance, as well as the use of the above financial measures in our executive compensation program, see the “Compensation Discussion and Analysis” section above.

  142. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures SEC rules additionally require that we describe the relationship between the financial performance measures disclosed in the above Pay Versus Performance table to compensation actually paid to our PEO and the average of the executive compensation paid to the non-PEO NEOs. The following graphs further illustrate the relationship between the pay and performance figures that are included in the “Pay Versus Performance” table above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the S&P Professional and Commercial Services Index.

  143. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | frontdoor ● 2025 Proxy Statement | 63 |

  144. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 64 | frontdoor ● 2025 Proxy Statement |

  145. Proposal 1—Election of Directors

    Proposal 1—Election of Directors Each director nominee shall be elected by a majority of the votes cast, in person or by proxy, at the 2025 Annual Meeting, meaning that the number of votes cast, in person or by proxy, at the 2025 Annual Meeting “for” such director nominee must exceed the number of votes cast “against” such director nominee’s election. Neither an abstention nor a broker non-vote will affect the outcome of the election of directors.