FRONTDOOR, INC.

Obsess over our customers’ problems.

We wake up every day and obsess about how to remove the hassle out of our customers’ lives. We start with the customer and work backwards.

Be an owner, not a renter.

We own our actions, and don’t make excuses or accept them. We’re good stewards of our energy and resources. We set high standards and hold ourselves and each other accountable.

Be transparent, build trust.

Transparency builds trust, where strong teams and great ideas are born and freely shared. We treat others with respect and win together. We check egos at the door, and have no place for politics or personal agendas.

Do great things every day.

We give our best and work with integrity and purpose. We believe a diversity of people, talent and ideas makes us stronger. We’re inquisitive and innovative, never satisfied with the status quo. We solve problems, make lives better, and enjoy what we do.

DEF 14A 1 lftdr2021_def14a.htm FRONTDOOR, INC. - DEF 14A FRONTDOOR, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)
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Exchange Act of 1934 (Amendment No.)

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frontdoor, inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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May 12, 2021

10:00 a.m. Central Daylight Time

150 Peabody Place

Memphis, Tennessee 38103

www.frontdoorhome.com

NOTICE

of 2021 Annual Meeting of Stockholders


	REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THE FOLLOWING WAYS:

	INTERNET www.proxyvote.com

	DURING THE MEETING www.virtualshareholdermeeting.com/FTDR2021

	BY TELEPHONE Call 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada)

	BY MAIL Complete, sign, date and promptly mail a paper proxy card, if you have received a paper copy of the proxy materials

	How to vote: your vote is important. Please review the instructions on each of your voting options described in the accompanying proxy statement as well as in the notice you received in the mail.

Record Date

Only stockholders of record at the close of business on March 23, 2021, the record date, are entitled to notice of, and to vote at, the 2021 Annual Meeting and at any and all adjournments or postponements. A list of these stockholders will be accessible electronically during the 2021 Annual Meeting at www.virtualshareholdermeeting.com/FTDR2021 when you enter your sixteen-digit control number.

The 2021 Annual Meeting of Stockholders of frontdoor, inc. (the “Company”) will be held on Wednesday, May 12, 2021 at 10:00 a.m. Central Daylight Time (the “2021 Annual Meeting”).

Virtual Meeting The 2021 Annual Meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/FTDR2021. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. Items of Business At the 2021 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:
1.	To elect the five nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term as Class II and Class III directors;
2.	To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021;
3.	To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation;
4.	To approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements and clarify provisions related to advancement of expenses; and
5.	To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By Order of the Board of Directors

Jeffrey A. Fiarman

Senior Vice President, General Counsel and Secretary

March 31 , 2021

frontdoor • 2021 Proxy Statement

150 Peabody Place
Memphis, Tennessee 38103

2021 PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 12, 2021

The Board of Directors of frontdoor, inc. is furnishing you with this Proxy Statement in connection with the solicitation of proxies for use at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) to be held via live audio webcast at www.virtualshareholdermeeting.com/FTDR2021 on Wednesday, May 12, 2021 at 10:00 a.m. Central Daylight Time. At the 2021 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

1.	To elect the five nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term as Class II and III directors;
2.	To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021;
3.	To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation;
4.	To approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements and clarify provisions related to advancement of expenses; and
5.	To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By submitting your proxy (via the Internet, telephone or mail), you authorize Rexford J. Tibbens, President, Chief Executive Officer and Director of the Company, Jeffrey A. Fiarman, Senior Vice President, General Counsel and Secretary of the Company, and Brian K. Turcotte, Senior Vice President and Chief Financial Officer of the Company, to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponement(s) or adjournment(s) of the meeting.

The Company’s 2020 Annual Report is being made available to the Company’s stockholders concurrently herewith. Although the 2020 Annual Report is being made available concurrently with this Proxy Statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this Proxy Statement.

We are first making this Proxy Statement and accompanying materials available to stockholders on or about March 31 , 2021. We will be hosting the 2021 Annual Meeting live via audio webcast on the Internet. A summary of the information you need to participate in the meeting online is provided below:

•	Any stockholder can participate in the 2021 Annual Meeting live via audio webcast at www.virtualshareholdermeeting.com/FTDR2021
•	The audio webcast starts at 10:00 a.m. Central Daylight Time
•	Stockholders need a sixteen-digit control number to join the 2021 Annual Meeting
•	Stockholders of record at the close of business on March 23, 2021 may vote electronically and submit questions while participating in the 2021 Annual Meeting on the Internet

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES OVER THE INTERNET, BY TELEPHONE, OR BY MAIL.

frontdoor • 2021 Proxy Statement

Table of Contents

Proposal 1 Election of Class II and Class III Directors	5
Directors of the Company	6

Director Compensation	10
Compensation and Stock Paid to Directors	10

Corporate Governance	12
Governance Highlights	12
Composition of the Board of Directors	12
Diversity of Our Board of Directors	13
Director Independence	13
Committees of the Board of Directors	14
Corporate Governance Practices and Policies	15

Proposal 2 Ratification of the Selection of Independent Registered Public Accounting Firm	22
Independent Auditor Fees and Services	23

Audit Committee Report	24

Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation	25
Executive Officers of the Company	26

Compensation Committee Report	27

Compensation Discussion and Analysis	28
Objectives of Our Executive Compensation Program	28
Elements of Executive Compensation, including for NEOs	29
Determination of Executive Compensation	30
Components of 2020 Compensation	31
Clawback Policy	36
Stock Ownership Guidelines	36
Prohibitions on Short Sales, Hedges and Pledges	36

Executive Compensation Tables	37
Summary Compensation Table	37
Grants of Plan-Based Awards for Fiscal 2020	38
Outstanding Equity Awards at Fiscal 2020 Year-End	39
Option Exercises and Stock Vested for Fiscal 2020	40
Pension Benefits	40
Nonqualified Deferred Compensation for Fiscal 2020	40
Potential Payments Upon Termination or Change of Control	40
Pay Ratio Disclosure	45

Securities Authorized for Issuance Under Equity Compensation Plans	46

Security Ownership of Certain Beneficial Owners, Directors and Management	47
Procedures for Approval of Related Person Transactions	48
Delinquent Section 16(a) Reports	48

Proposal 4 Approval of Amendments to the Company’s Amended and Restated Certificate of Incorporation	49

Additional Information	51
Information About the 2021 Annual Meeting of Stockholders and Voting	51
Other Business	56

Appendix A (Amendments to Amended and Restated Certificate of Incorporation)	58

frontdoor • 2021 Proxy Statement

Class II Directors (term expiring in 2021; last elected May 2020)	Class III Directors (term expiring in 2021; last elected October 2018)	Class I Directors (term expiring in 2022; last elected April 2019)
Richard P. Fox	Anna C. Catalano	Peter L. Cella
Brian P. McAndrews	William C. Cobb	Liane J. Pelletier
Rexford J. Tibbens

Name	Age	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William C. Cobb	64		C
Anna C. Catalano	61		M
Peter L. Cella	63	M		C
Richard P. Fox	73	C		M
Brian P. McAndrews	62			M
Liane J. Pelletier	63	M	M
Rexford J. Tibbens	52


WILLIAM C. COBB Chairman of the Board of Directors
Director since: 2018 INDEPENDENT Committees: • Compensation Committee Chair		Mr. Cobb was appointed to the Board of Directors of the Company in October 2018, and serves as Chairman of the Board of Directors and Chair of our Compensation Committee. Mr. Cobb served on the board of directors of Terminix from April 2018 until the Spin-off. 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 chair of the finance committee of Deluxe Corporation, a technology-enabled solution company supporting financial institutions and small businesses. 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. Current Public Company Directorships: • frontdoor, inc. • Deluxe Corporation Former Directorships (last 5 years): • H&R Block, Inc. • Terminix

ANNA C. CATALANO
Director since: 2018 INDEPENDENT Committees: • Compensation Committee		Ms. Catalano was appointed to the Board of Directors of the Company in September 2018, and serves as a member 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 has served on the board of directors and compensation committee of Kraton Corporation, a global producer of bio-based chemicals and specialty polymers, since 2011; on the board of directors of Willis Towers Watson p.l.c., a global risk advisory, broking, and solutions company, since 2016 (having previously served on the board of directors of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co.); and on the board of directors and compensation committee of HollyFrontier Corporation, a petroleum refiner, since November 2017. Ms. Catalano previously served on the boards of Mead Johnson Nutrition Co. until May 2017 and Chemtura Corp. until June 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. • HollyFrontier Corporation • Kraton Corporation • Willis Towers Watson p.l.c. Former Directorships (last 5 years): • Chemtura Corp. • Mead Johnson Nutrition Co.


PETER L. CELLA
Director since: 2018 INDEPENDENT Committees: • Nominating and Corporate Governance Committee Chair • Audit Committee		Mr. Cella was appointed to the Board of Directors of the Company in October 2018, and serves as Chair of our Nominating and Corporate Governance Committee and as a member of our Audit 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 Saudi Aramco, a global energy and chemicals enterprise; Inter Pipeline Ltd., a petroleum transportation, natural gas liquids processing and bulk liquid storage business; and Clockspring NRI, a privately-held supplier of pipeline and infrastructure repair products and services. Mr. Cella’s financial background and experience in executive leadership and running varied businesses, history of building strong leadership teams and experience on 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. • Inter Pipeline Ltd. • Saudi Aramco Former Directorships (last 5 years): • Terminix

RICHARD P. FOX
Director since: 2018 INDEPENDENT • Committees: Audit Committee Chair • Nominating and Corporate Governance Committee		Mr. Fox was appointed to the Board of Directors of the Company in October 2018, and serves as Chair of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. Mr. Fox served on the board of directors of Terminix from March 2014 until the Spin-off. Since 2001, Mr. Fox has been an independent consultant. From 2000 to 2001, he was President and Chief Operating Officer of CyberSafe Corporation, a global security software provider. Mr. Fox spent 28 years at Ernst & Young LLP, a global accounting firm, last serving as managing partner at the firm’s Seattle office. He currently serves on the board of directors of LiveRamp Holdings, Inc., a SaaS data connectivity platform company; Pinnacle West Capital Corporation, a vertically integrated electric utility serving the State of Arizona; and Univar Solutions, Inc., an international chemical distributor. Previously, he served on the boards of Pendrell Corporation, an intellectual property investment and advisory firm until 2014; Flow International Corporation, a machine tool manufacturer, until 2014; Orbitz Worldwide, Inc., an online travel company, until 2011; and PopCap Games, a developer and publisher of games, until it was acquired by Electronic Arts Inc. in 2011. Mr. Fox is a certified public accountant in the State of Washington and in 2018 he earned a professional certificate in cybersecurity from Carnegie Mellon’s Software Engineering Institute. As a result of his extensive accounting and financial management experience, Mr. Fox has a deep understanding of financial reporting processes, internal accounting and financial controls, independent auditor engagements and other audit committee and board functions. Mr. Fox’s financial, accounting and management expertise, along with his experience on other public company boards, qualify him to serve on our Board of Directors. Mr. Fox holds a Bachelor of Arts degree in Business Administration/BBA from Ohio University and an M.B.A. from the Fuqua School of Business, Duke University. Current Public Company Directorships: • frontdoor, inc. • LiveRamp Holdings, Inc. • Pinnacle West Capital Corporation • Univar Solutions, Inc. Former Directorships (last 5 years): • Terminix


BRIAN P. MCANDREWS
Director since: 2018 INDEPENDENT • Committees: Nominating and Corporate Governance Committee		Mr. McAndrews was appointed to the Board of Directors of the Company in October 2018, and serves as a member of our Nominating and Corporate Governance Committee. Most recently, 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 as the chairman of the board of Grubhub Inc., an online and mobile food-ordering company, and also serves on the boards of directors of The New York Times Company, a multimedia news and information company, and Chewy, Inc., an online destination for pet parents. Mr. McAndrews previously served on the boards of directors of Teladoc Health, Inc., Fisher Communications, Inc., Clearwire Corporation, and AppNexus Inc. 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. In addition, this 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. • Chewy, Inc. • Grubhub Inc. • The New York Times Company Former Directorships (last 5 years): • Pandora Media, Inc. • Teladoc Health, Inc.

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 and member of the audit committee at Expeditors International of Washington, Inc., a global logistics company, and she also serves on the board of directors, is member of the compensation committee and is Lead Independent Director at ATN International, Inc., a holding company of telecommunication companies. She also currently serves on the board and is a member of the nominating and corporate governance committee of Switch, Inc., a data center and technology infrastructure company. 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 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. • ATN International, Inc. • Expeditors International of Washington, Inc. • Switch, Inc. Former Directorships (last 5 years): • None


REXFORD J. TIBBENS President & CEO
Director since: 2018 Committees: • None		Mr. Tibbens has served as the President and Chief Executive Officer and as a member of the Board of Directors of the Company since May 2018. From April 2015 to December 2017, Mr. Tibbens served as the chief operating officer of Lyft, a leading on-demand transportation company based in San Francisco, California. While at Lyft, Mr. Tibbens worked to expand the service to every state and launched crucial strategic initiatives, including Lyft’s Nashville support center and Express Drive, a program that allowed potential Lyft drivers to rent vehicles so they could provide service in select cities. From August 2011 to March 2015, Mr. Tibbens served as a vice president at Amazon. com, Inc., a global e-commerce and technology company, where he led the technical and product development of Prime Now, Amazon’s one-hour delivery service. Before Amazon, Mr. Tibbens spent twelve years at Dell Inc., a global technology company, serving in a variety of operations and logistics roles, including as executive director of Global Services. Mr. Tibbens currently serves on the board and is a member of the audit and compensation committees of Arrival, a global manufacturer of electric vehicles . Mr. Tibbens’s versatile experience in executive leadership, including service as the Company’s President and Chief Executive Officer, a history of building strong cultures, repeated success in innovating and growing businesses and proven track record of delivering stockholder value, qualifies him to serve on our Board of Directors. Mr. Tibbens is a graduate from the University of Kentucky, with a bachelor’s degree in Finance, and also holds an M.B.A. from Case Western Reserve University. Current Public Company Directorships: • frontdoor, inc. • Arrival Former Directorships (last 5 years): • None
Director since: 2018 Committees: • None

Name	Fees Earned or Paid in Cash⁽¹⁾			Stock Awards⁽²⁾			Total
William C. Cobb⁽³⁾⁽⁴⁾		$	150,000		$	220,033	$	370,033
Anna C. Catalano		$	80,000		$	120,030	$	200,030
Peter L. Cella⁽⁵⁾		$	90,000		$	120,030	$	210,030
Richard P. Fox⁽⁶⁾		$	100,000		$	120,030	$	220,030
Brian P. McAndrews		$	80,000		$	120,030	$	200,030
Liane J. Pelletier		$	80,000		$	120,030	$	200,030

(1)	Amounts consist of the cash retainers earned in fiscal 2020 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. The amounts shown represent the aggregate grant date fair value of stock awards granted by the Company in fiscal 2020 calculated in accordance with applicable accounting standards for services on the Company’s Board of Directors. Messrs. Cobb, Cella, Fox and McAndrews and Mses. Catalano and Pelletier were granted an annual stock award of fully vested shares of the Company’s Common Stock on May 13, 2020, with a grant date fair value as follows: Mr. Cobb, $220,033; Ms. Catalano, $120,030; Mr. Cella, $120,030; Mr. Fox $120,030; McAndrews $120,030; and Ms. Pelletier, $120,030; in each case, based solely on the closing price of our Common Stock on the Nasdaq on the day before the date of the grant. Messrs. Cobb and Cella elected to defer receipt of their grant of an annual stock award until 30 days after they no longer sit on the Company’s Board.
(3)	Chairman of Board of Directors.
(4)	Chair of the Compensation Committee.
(5)	Chair of the Nominating and Corporate Governance Committee.
(6)	Chair of the Audit Committee.

Board Independence	• All of our director nominees other than our Chief Executive Officer (“CEO”) are independent.
Board Committees	• We have three Board committees—Audit, Compensation and Nominating and Corporate Governance. • All committees are comprised of independent directors.
Executive Sessions	• Independent members of the Board and each of the committees regularly meet in executive session with no member of management present.
Board Leadership	• Our Board is led by an independent Chairman of the Board.
Board Diversity	• The composition of the Board encompasses a broad range of skills, expertise and industry knowledge, as well as gender, racial and ethnic diversity.
Risk Oversight	• The Board and its committees are active in overseeing Company risk and regularly review the allocation of risk oversight among the Board and committees.
Accountability to Stockholders	• Effective with our 2022 Annual Meeting of Stockholders, directors will be elected annually. • The Board has proposed amendments to the Company’s amended and restated certificate of incorporation (our “Charter”) to eliminate the requirements for a supermajority vote of stockholders to amend the Company’s Charter and amended and restated bylaws (our “Bylaws”), concurrent with the 2022 Annual Meeting of Stockholders (see Proposal 4). • We have a robust stockholder engagement program.
Self-Assessment	• The Board and the committees annually evaluate and discuss their respective performance and effectiveness. • The Nominating and Corporate Governance Committee establishes procedures to oversee and report findings to the Board.
Succession Planning	• The CEO reports to the Board on succession planning at least annually. • The full Board is responsible for ensuring that there is a succession plan for the CEO.
Environmental Social and Governance Oversight	• The Nominating and Corporate Governance Committee is responsible for overseeing environmental, social and governance initiatives and risk at the Company and receives regular updates from management.

	Catalano	Cella	Cobb	Fox	McAndrews	Pelletier	Tibbens
Race and Ethnicity
Asian	•
White		•	•	•	•	•	•
Gender
Male		•	•	•	•		•
Female	•					•

•	the establishment of an effective “tone at the top” by the CEO and other members of senior management;
•	our accounting, financial and external reporting processes and practices;
•	the quality and integrity of our financial statements and the audits of such financial statements;
•	the independence, qualifications and performance of our independent registered public accounting firm;
•	the effectiveness of our internal control over financial reporting and the performance of our internal audit function;
•	our system of disclosure controls and procedures;
•	the administration of our enterprise risk management program and monitoring of the risks assigned to it by our Board of Directors;
•	the policies for hiring employees or former employees of our independent registered public accounting firm;
•	the review of the Company’s earnings press release as well as financial information and earnings guidance provided therein;
•	the review of the annual audited financial statements or quarterly financial statements, as applicable, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein;
•	the identification, monitoring and reporting of related party transactions;
•	emerging trends relevant to the work of audit committees;
•	our compliance with legal and regulatory requirements and our standards of business conduct and ethics;
•	our cybersecurity risk, including policies and procedures for assessing, managing and responding to that risk; and
•	the preparation of the Audit Committee Report required to be included in this Proxy Statement.

•	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 to make 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; and
•	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.

•	identifying and recommending candidates to the Board of Directors for election to our Board, consistent with criteria approved by our Board;
•	overseeing the system of corporate governance of the Company, including recommending to the Board of Directors corporate governance guidelines that are applicable to us;
•	reviewing the composition of the Board of Directors and its committees;
•	reviewing and evaluating current directors for re-nomination to the Board or re-appointment to any Board committee;
•	overseeing the self-evaluation of the Board and its committees; and
•	overseeing the Company’s environmental, social and governance (“ESG”) initiatives.

•	Continuing to update numerous corporate policies to support the Company’s values as embodied in our guiding principles (our House Rules) while also ensuring risk management. Key policy updates were our Code of Conduct and Financial Code of Ethics;
•	Adopting a Political Activity Policy to guide our Company’s political activities to help ensure compliance with law and appropriate oversight from our Board of Directors and the Nominating and Corporate Governance Committee;
•	Completing an additional third-party audit of our cybersecurity, developing plans for future enhancements, under the oversight of our Audit Committee and continuing to implement information security training across our employee population; and
•	Implementing new employee policy training, including for our updated Code of Conduct.

•	We adopted our Environmental Policy—a framework for our environmental commitments that helps us to identify and prioritize our focus areas and holds us accountable.
•	Our Streem technology allows service contractors to engage remotely with customers for diagnostic work, which in turn, reduces the need for in-home visits. Not only does this reduce exposure to health concerns such as COVID-19, it also eliminates carbon emissions from service vehicles that are not on the road.
•	We began tracking and estimating how replacement, repair and refurbishment of major appliances, water heaters and HVAC systems by our service contractors contributes to significantly reduced consumption of natural resources over standard energy efficient models and avoidance of waste.

•	We were deemed to be an essential service and continued to provide essential home services to our customers.
•	We transitioned all of employees and our contact center agents to work remotely from their homes, ensuring uninterrupted customer service, and provided personal protective equipment to our service contractors.
•	We also provided free of charge for a limited time, our Streem remote video communication platform to service providers and real estate professionals to transform how they provide services to customers and clients.

•	Published our Diversity and Inclusion statement and an open letter affirming our commitment to drive lasting change by combating racism and biases;
•	Further expanded on diversity and inclusion in our Code of Conduct;
•	Appointed a senior director of diversity and inclusion to help build an inclusive environment that fosters innovation and transformation;
•	Conducted multiple diversity and inclusion panels and focus groups to encourage discussion and understanding within our company; and
•	Launched our first unconscious bias training.

•	We seek to offer competitive pay and benefits to all employees in each country in which we operate, including paid time off, leave and work from home policies.
•	We also enhanced benefits to support employees in their caregiving responsibilities.
•	We also expanded telehealth offerings, introduced mental health teleservices, and provided regular access to content to support employees’ financial, physical and emotional wellness during a challenging 2020.

•	Our ongoing talent development program encourages regular conversations between employees and their managers, and we offer both instructor-led and online learning opportunities.
•	In 2020 we introduced free online courses from over 200 leading universities and companies, and we continued to offer tuition reimbursement for U.S.-based full-time employees.

•	In October—the second anniversary of the Spin-off—we launched our “Bring the Good” community service campaign virtually and expanded it to the entire month. Each day we showcased new opportunities to support worthwhile organizations, celebrated the good work of employees making a difference in their communities, and hosted our inaugural Race for Good. Through Bring the Good month and other activities throughout the year, we made donations to more than 50 non-profit organizations in 2020.
•	Also, in 2020, our American Home Shield brand and our other home service plan brands joined Feeding America in the fight to end hunger – a situation that grew more urgent throughout 2020. In all, our donations helped bring nearly 7.8 million meals to families across the United States.
•	In early 2020, we donated equipment that was in good working condition, but no longer meeting our needs to a well-deserving organization: Tech for Troops, which is the nation’s fastest-growing veterans organization focused on bridging the digital divide for veterans and their families.

	Fiscal 2020		Fiscal 2019
Audit Fees	$	1,257,860	$	1,450,440
Audit-Related Fees	$	101,790	$	99,790
Tax Fees	$	0	$	0
All Other Fees	$	0	$	30,000
TOTAL FEES	$	1,359,650	$	1,580,230

•	Reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2020 and discussed them with management and Deloitte;
•	Discussed with Deloitte various communications that Deloitte is required to provide to the Audit Committee, including matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and
•	Received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and discussed with Deloitte their independence.

•	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;
•	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;
•	Attract, retain, focus, and reward highly motivated talent with strong team orientation and sense of accountability;
•	Be performance-based, with variable pay constituting a significant portion of total compensation, with differentiated awards based on an executive’s individual performance;
•	Encourage equity ownership among executives;
•	Encourage appropriate, and not excessive, risk taking;
•	Be simple to understand and administer; and
•	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 competitive, fairness and performance considerations.

REXFORD J. TIBBENS
Age 52 President and Chief Executive Officer, Director		Mr. Tibbens has served as the President and Chief Executive Officer and as a member of the Board of Directors of the Company since May 2018. From April 2015 to December 2017, Mr. Tibbens served as the chief operating officer of Lyft, a leading on-demand transportation company based in San Francisco, California. While at Lyft, Mr. Tibbens worked to expand the service to every state and launched crucial strategic initiatives, including Lyft’s Nashville support center and Express Drive, a program that allowed potential Lyft drivers to rent vehicles so they could provide service in select cities. From August 2011 to March 2015, Mr. Tibbens served as a vice president at Amazon. com, Inc., a global e-commerce and technology company, where he led the technical and product development of Prime Now, Amazon’s one-hour delivery service. Before Amazon, Mr. Tibbens spent twelve years at Dell Inc., a global technology company, serving in a variety of operations and logistics roles, including as executive director of Global Services. Mr. Tibbens currently serves on the board of directors of Arrival, a global manufacturer of electric vehicles. Mr. Tibbens is a graduate from the University of Kentucky, with a bachelor’s degree in Finance, and also holds an M.B.A. from Case Western Reserve University.

BRIAN K. TURCOTTE
Age 63 Senior Vice President and Chief Financial Officer		Mr. Turcotte has served as the Senior Vice President and Chief Financial Officer of the Company since July 2018. From March 2013 to July 2018, Mr. Turcotte served in a variety of leadership roles at Terminix, most recently as Treasurer and Vice President of Investor Relations. While at Terminix, he also previously served as Vice President of finance for American Home Shield and Franchise Services Group, and Vice President of finance for the consolidated marketing group. Prior to joining Terminix, from August 2007 to March 2013, Mr. Turcotte served as the vice president, finance and investor relations at Office Depot, a leading provider of business services and supplies, products and technology solutions, leading the shareholder communications effort, as well as having financial reporting responsibility for the company’s operations in Asia and Latin America. His career also includes time with Xylem Global Partners, a New York-based asset management firm, where he was vice president and equity analyst. Prior to that, he spent more than 25 years with International Paper, a global producer of pulp and paper products, holding a variety of leadership positions in investor relations, sales and marketing, global product development, and other functions at locations across the United States. Mr. Turcotte holds a bachelor’s degree in Engineering from the State University of New York at Syracuse University and an M.B.A. from the New York University Stern School of Business.

JEFFREY A. FIARMAN
Age 52 Senior Vice President, General Counsel and Secretary		Mr. Fiarman has served as the Senior Vice President, General Counsel and Secretary of the Company since August 2018. Prior to joining the Company, Mr. Fiarman served from July 2017 to August 2018 as general counsel for Wedgewood Pharmacy, a leading provider in the United States of customized medications for the veterinary market. Prior to joining Wedgewood Pharmacy, from September 2014 to July 2017, Mr. Fiarman advised startup companies and new business ventures, and co-founded an entrepreneurial venture focused on consumer wearable technology. From May 2013 until September 2014, Mr. Fiarman served as executive vice president, general counsel and secretary of IDEXX Laboratories, Inc., a leading animal diagnostics healthcare provider. While at IDEXX, he oversaw the company’s global legal, compliance, business development, regulatory and quality assurance functions. Prior to IDEXX, from June 2000 until April 2013, Mr. Fiarman served in various leadership roles with WW International, Inc. (formerly, Weight Watchers International, Inc.), a leading provider of weight management services, including seven years as executive vice president, general counsel and secretary, during which he provided oversight for a broad range of legal, regulatory, intellectual property and risk management functions. While at WW, Mr. Fiarman also served as the first general counsel and a member of the founding leadership team for WW’s internet business, the global cloud-based leader in consumer weight management services and products. Mr. Fiarman began his career as an attorney with Gibson, Dunn & Crutcher in Washington, D.C., specializing in corporate and tax law. Mr. Fiarman holds a bachelor’s degree in Economics from The Wharton School of the University of Pennsylvania and a Juris Doctor from Columbia University School of Law.

•	Rexford J. Tibbens, President and CEO;
•	Brian K. Turcotte, Senior Vice President and CFO; and
•	Jeffrey A. Fiarman, Senior Vice President, General Counsel and Secretary.

Key Compensation Highlights		Page

• 2020 Annual Incentive Plan financial performance goal results adjusted in light of COVID-19		33

• PSUs added in 2021 to Long Term Incentive program for NEOs		34

What We Do		What We Don’t Do
	Pay for Performance		No Excessive Risk-Taking in Our Compensation Programs
	Competitive Compensation/Peer Group Benchmarking		No Hedging, Pledging or Short Sales
	Annual Compensation Risk Assessment		No Backdating or Repricing of Stock Options
	Double Trigger Vesting for 2020 Equity Awards		No Tax Gross-Ups
	Clawback Policy
	Stock Ownership Guidelines
	Independent Compensation Consultant

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 record of the executive • Difficulty of replacing the executive
Annual Incentive Plan • Cash 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 Incentives • Stock Options • Restricted Stock Units (“RSUs”) • Performance Shares (“PSUs”)	• Motivate achievement of long-term performance goals • Encourage equity ownership to align interests of executives with stockholders • Encourage retention of key talent	• Realized value based on stock price performance in the case of stock options and RSUs, and in the case of PSUs, specific Company performance metrics • 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 Payouts • Stock Options • RSUs	• 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 • Equity awards are time-vested
Benefits, Perquisites and Severance Protection	• Support the health and wellbeing of our executives and employees • Provide the opportunity for executives, like 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

2020 Peer Group
ADT Inc.		HomeServe plc
Alarm.com Holdings, Inc.		LendingTree, Inc.
ANGI Homeservices Inc.		Redfin Corporation
Cars.com Inc.		WW International, Inc.
FirstService Corporation		Yelp Inc.
Grubhub Inc.		Zillow Group, Inc.
H&R Block, Inc.

2021 Peer Group
ADT Inc.		KAR Auction Services, Inc.
Alarm.com Holdings, Inc.		Realogy Holdings Corp.
ANGI Homeservices Inc.		Redfin Corporation
Cars.com Inc.		Vivint Smart Home, Inc.
FirstService Corporation		WW International, Inc.
H&R Block, Inc.		Yelp Inc.
HomeServe plc		Zillow Group, Inc.
IAA, Inc.

SEC Form DEF 14A filed by frontdoor, inc.