SEC Form DEF 14A filed by LegalZoom.com Inc.

Letter From Our CEO

Fellow Stockholders,

This is an exciting time for us at LegalZoom. We recently marked our 24^th year in business and continue to be a leading online platform for legal services. Since its founding, LegalZoom has helped our business and consumer customers with over nine million legal milestones. We were the first public company in the United States to open a law firm and we have an established nationwide network of over 1,000 independent attorneys who can support our customers. We have more than 1.8 million active subscriptions of legal, compliance, and small business management solutions.¹

However, 2024 was a challenging year for the company. Our performance did not meet our expectations. As a result, we made significant changes in the business that we believe have set us on a trajectory for growth, greater predictability and continued profitability. As part of these changes, we announced a leadership transition in July 2024 where I expanded my role as Chair of the Board to also become Chief Executive Officer.

The team took swift action in the back half of the year. Qualitatively, we narrowed our focus back to LegalZoom’s heritage as a trusted guardian of legal and compliance solutions. We took control of our brand leadership, began pricing for the value we provide, and refocused our efforts on recurring revenue. Notably, our team successfully navigated this shift in execution priorities while delivering interim wins that we can build upon:

Importantly, we are committed to driving sustainable, profitable growth over the long-term. In 2024:

I am proud of the foundation we are building and I am incredibly excited for what we can deliver in 2025. I state this despite the challenging economic environment that has already unfolded this year.

With most of our customers being small businesses, it feels appropriate to share how we see the economic environment on Main Street. Small businesses are currently faced with a backdrop where inflation continues to rise, the labor market is tight, regulations have become punitive in some markets, and the macroeconomic environment remains uncertain. For most entrepreneurs, their business is their livelihood, so success is synonymous with survival. When times get tough, small business owners often fare better by becoming more nimble, adapting, and hunkering down. In this environment, we are hearing from our customers that staying compliant with changing regulations and finding the right access to capital are the primary things that keep them up at night, in large part because these are things outside of their control.

We are carefully monitoring the situation for small businesses and will do what we can to help guard against problems or friction points around legal and compliance matters so our customers can focus on what they do best: building their business and driving America’s economy. Our goal is to support their success by creating long-term relationships, empowering them via personalized education and enhancing our platform with new services to provide them peace-of-mind.

Throughout the remainder of 2025, we will focus on core competencies that create levers we can control to navigate obstacles that we cannot otherwise influence. We remain firmly committed to delivering on our execution priorities, which are designed to drive long-term stability and predictability in our business, while also advancing our goal of sustainable margin expansion. At the same time, we continue to be supported by a strong balance sheet and cash position, with no debt outstanding,¹ providing us with flexibility to execute against our capital allocation priorities.

My enthusiasm for the future is predicated on the strong foundation we are building, and the fact that we will learn from challenges, adapt, and ultimately thrive. That continues in 2025!

On behalf of our Board and team, we thank you for your support.

Jeff Stibel

Chair of the Board and Chief Executive Officer

¹ As of December 31, 2024.

² Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP measures. See Appendix A for a definition of these measures and a reconciliation to the most directly comparable measure computed in accordance with GAAP.

Notice of Annual Meeting of Stockholders

To Our Stockholders:

We are pleased to invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of LegalZoom.com, Inc. (the “Company”) on Tuesday, June 3, 2025 at 9:00 a.m., Pacific Time, online via live audio webcast by visiting www.proxydocs.com/LZ. There is no physical location for the Annual Meeting.

Items of Business

At the Annual Meeting, stockholders will vote on the following matters:

Record Date

Only stockholders as of the close of business on April 10, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the meeting during ordinary business hours at our principal executive offices at 954 Villa Street, Mountain View, California 94041.

Proxy Voting

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. You may vote online or by phone, or, if you received paper copies of the proxy materials, by mail by following the instructions on the proxy card or voting instruction card. If you vote at the Annual Meeting, any previously submitted proxy or voting instructions will not be used.

Table of Contents

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Proxy Statement Summary

The proxy associated with this Proxy Statement is solicited by the Board of Directors of the Company. This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 22, 2025. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

Meeting Logistics

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2025 annual meeting of stockholders (the “Annual Meeting”) and the Board of Directors’ voting recommendations with respect to each proposal.

Board of Directors Snapshot

† Audit Committee Financial Expert    # Lead Independent Director

Corporate Governance Highlights

In addition to a highly qualified, independent Board, we are committed to sound corporate governance practices that promote the long-term interests of our stockholders. Some of our key corporate governance practices and policies are summarized below, which are each as of the date of this Proxy Statement.

		Board Oversight

		Board Structure & Composition

		Other Corporate Governance Practices

Letter From Our Lead Independent Director

Fellow Stockholders,

In connection with our 2025 Annual Meeting, I’d like to highlight the work of our Board over the last year, as we have implemented key management and strategic changes that have oriented the trajectory of our business towards long-term value creation. Notably, in 2024, the Board oversaw LegalZoom’s CEO transition and shift in execution priorities. Within the last nine months, the Board has worked alongside the management team to drive greater stability in the business, promote ongoing operating efficiencies, and generate strong growth in free cash flow.

In addition to re-focusing our strategy, the Board implemented the following governance enhancements to strengthen the processes, people, and incentives we have in place.

Succession Planning

In July 2024, LegalZoom announced leadership and organizational changes to position the company for the future. As a result of our succession planning process and talent pipeline, the Board was able to execute the smooth transition and appointment of Jeff Stibel, existing Chair of the Board, as Chief Executive Officer, showcasing the strength of our directors as well as the thoughtful processes that were followed in making this selection.

As part of the Nominating & Corporate Governance Committee’s long-term succession planning, the Board remains focused on the leadership capability of our management team. This included strengthening our leadership bench with the addition of a Chief Revenue Officer in August 2024 and the appointment of a new Chief Technology Officer subsequent to year end in March 2025.

Board Refreshment

We are committed to maintaining a strong Board composed of directors whose skills and experience complement one another to create a well-functioning, balanced Board with varying viewpoints and deep expertise.

In November 2024, Mr. Nathan Gooden was added to the Board as a member of both our Audit Committee and Compensation Committee. From his current role as CFO of Squarespace, Inc. and prior role as CFO of Amazon Alexa, Mr. Gooden brings a deep understanding of technology-driven consumer platforms, including experience successfully scaling subscription-oriented businesses. In addition, Mr. Gooden’s financial expertise and proven record of leading finance functions across multiple small business and ecommerce technology-focused organizations make him a valued member of our Audit Committee. His addition further strengthens the operational depth of our Board and reflects our consistent focus on delivering results for stockholders.

Better Alignment of Executive Compensation and Stockholder Value

In 2024, our Compensation Committee endeavored to create an executive compensation program that better aligns the interests of the Company and our stockholders with those of our senior leadership team. To that end, the Company removed stock options as a form of long-term equity incentive and replaced them with performance stock units. Further, the annual 2024 performance stock units granted to our senior leadership team were subject to a relative total stockholder return modifier and the annual 2025 performance stock units and our new CEO’s sign-on PSUs will be earned solely based on meaningful increases in our stock price over a multi-year performance period. The Compensation Committee remains committed to driving long-term growth, creating stockholder value, and maintaining an executive compensation program that supports these objectives.

We look forward to continuing to deliver value to our stakeholders. On behalf of the entire Board, we are grateful for your support.

John Murphy

Lead Independent Director

Proposal 1:

Election of Directors

Our Board currently consists of six directors. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) classify our Board of Directors into three classes of directors, serving staggered three-year terms of office, as follows:

The directors designated as Class I directors have terms expiring at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board, our Board selected Mr. Nathan Gooden and Mr. Neil Tolaney as nominees for election to our Board at the Annual Meeting as Class I directors to serve for a term of three years until our 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification.

Mr. Gooden is standing for election to our Board for the first time. In 2024, the Board, led by the Nominating Committee, conducted a robust search process for a new director with the assistance of Russell Reynolds, an independent third-party search firm. Through that process, the Board sought to enhance the overall skills and expertise of the Board. Specifically, and as further discussed below, the Nominating Committee analyzed the skills and experience demonstrated by the directors on the Board, as well as the skills and experience desired of any potential new director. As part of this process, the Nominating Committee determined to focus on potential director candidates with deep financial expertise, as well as experience with technology-driven platforms for consumers and small businesses. Given his experience, Mr. Gooden was identified as a potential director candidate by Russell Reynolds and, following an interview with each then member of our Board and upon a recommendation from the Nominating Committee, the full Board appointed Mr. Gooden as a director.

Each of Mr. Gooden and Mr. Tolaney has consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that Mr. Gooden or Mr. Tolaney will be unable for any reason or unwilling for good cause to serve if elected. In the event either Mr. Gooden or Mr. Tolaney is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the person(s) who are designated as proxy holder(s) may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.

Director Independence

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has affirmatively determined that each of Elizabeth Hamren, Nathan Gooden, John Murphy, Neil Tolaney and Sivan Whiteley is an independent director in accordance with applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Stibel is not an independent director due to his service as our Chief Executive Officer. In addition, the Board previously affirmatively determined that Christine Wang, a director designee of Francisco Partners (as defined below), was an independent director during the period in 2024 during which she served on the Board. Ms. Wang resigned from the Board on May 1, 2024. As of April 10, 2025, the record date for this Annual Meeting, Francisco Partners is able to designate two members to our Board of Directors based on their holdings of common stock. In addition, Dan Wernikoff, who served on our Board through July 9, 2024, was not an independent director due to his service as our Chief Executive Officer through such date.

In making the foregoing independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of shares of our common stock by each non-employee director or their affiliated entities.

Board Composition

Our Board is composed of six highly qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a well-functioning, balanced Board with varying viewpoints and deep expertise. The information below, which is as of the date of this Proxy Statement, provides highlights of certain roles and characteristics of our directors.

Class I Director Nominees

Continuing Directors

Vote Required

Director nominees are elected by a plurality of the votes present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors, which means that the two nominees who receive the highest number of votes cast “For” such nominees will be elected as directors. Stockholders may vote “For” or “Withhold” their vote from one or more of the director nominees. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election of directors.

Our Corporate Governance

Committees of the Board of Directors

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each of our Board’s standing committees acts under a written charter. Copies of the committees’ charters are available on our website at https://investors.legalzoom.com.

Below is a summary of our current committee structure and membership information, followed by brief descriptions of each committee’s roles and responsibilities:

Director Attendance

Our Board met eight (8) times in 2024. In 2024, each of our current directors attended at least 75% of the meetings of our Board of Directors and the respective committees of which he or she was a member held during the period such individual was a director during the year ended December 31, 2024. In addition, directors are expected to attend the Annual Meeting absent unusual circumstances. All of our directors who were then serving on the Board attended the 2024 annual meeting of stockholders.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will appoint the Chair of the Board and the Company’s Chief Executive Officer in the manner that it determines to be in the best interests of the Company and our stockholders and in accordance with the Company’s stockholder agreements, as applicable. In July 2024, in connection with the appointment of Mr. Stibel, our Chair of the Board, as Chief Executive Officer, the Board determined to combine the roles of Chair of the Board and Chief Executive Officer. Our Corporate Governance Guidelines provide that when the Chair of the Board is not an independent director, the independent directors, by vote of a majority of such independent directors, will select an independent director to serve as Lead Independent Director. Accordingly, in July 2024, the Board appointed Mr. Murphy as Lead Independent Director. As Lead Independent Director, Mr. Murphy has the following responsibilities: (i) in consultation with the Chair of the Board, establishing the agenda for regular Board meetings; (ii) presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; (iii) establishing the agenda for meetings of the independent directors; (iv) coordinating with the committee chairs regarding meeting agendas and information requirements; (v) presiding over any portions of meetings of the Board at which the performance of the Board is presented or discussed; (vi) acting as liaison between the independent directors and the Chief Executive Officer and Chair of the Board; and (vii) performing such other functions as the Board may delegate from time to time.

Our Board believes this structure effectively balances strong management and appropriate safeguards and oversight by independent directors. The Board further believes that this structure helps ensure clear strategic alignment throughout the Company and allows our Board to benefit from Mr. Stibel’s deep experience, including his prior experience as an independent director on our Board.

Our Board of Directors acknowledges that no single leadership model is right for all companies at all times. As such, the Nominating Committee regularly reviews our leadership structure to determine whether it continues to best serve the Company and its stockholders and will make recommendations to the Board as appropriate.

Director Nomination Process

Our Board determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Nominating Committee periodically reviews, and recommends to our Board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. When considering director nominees, including incumbent directors for re-election, the Nominating Committee uses the criteria approved by the Board from time to time. The Board reviews director candidates in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of the Company’s stockholders.

In addition to the skills and experience noted above under “Proposal 1: Election of Directors,” the Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and the ability to understand the Company’s industry and business. In considering candidates recommended by the Nominating Committee, the Board also considers other factors, such as:

The Company endeavors to have a Board representing diverse backgrounds and a wide range of professional experience in areas that are relevant to the Company’s business and customers and its status as a public company.

The Nominating Committee solicits ideas for possible director candidates from a number of sources, including members of the Board, our Chief Executive Officer and other executive officers and our outside advisors. The Nominating Committee may also engage professional search firms from time to time to assist it in identifying potential director candidates. In 2024, the Company utilized the services of Russell Reynolds, an independent third-party search firm, to identify and evaluate potential director candidates based on the criteria and principles discussed herein.

The Nominating Committee will also consider director candidates recommended by LegalZoom’s stockholders. Any stockholder who wishes to recommend director nominees for consideration by our Nominating Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so by sending each proposed director candidate’s name and a description of his or her qualifications for Board membership to the Chair of the Nominating Committee no later than January 1 prior to the next annual meeting of stockholders by sending an email to [email protected] or in writing, c/o our Chief Legal Officer, LegalZoom.com, Inc., 954 Villa Street, Mountain View, California 94041. The recommendation must contain all of the information regarding the nominee required under the “advance notice” provisions of our Bylaws. Each recommended director candidate must also provide a list of references and agree (i) to be interviewed by members of the Nominating Committee or other directors in the discretion of the Nominating Committee and (ii) to a background check or other review of his or her qualifications.

The Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which it evaluates other director candidates.

Director Nomination Rights

In June 2021 in connection with our initial public offering (“IPO”), we entered into a director nomination agreement (the “Director Nomination Agreement”) with FPLZ I, L.P. and FPLZ II, L.P. (together with FPLZ I, L.P. and their affiliated investment entities, “Francisco Partners”) to provide certain rights with respect to their ability to designate members of our Board of Directors (the “Sponsor Designees”).

Pursuant to the Director Nomination Agreement, we have the obligation to support the nomination of, and to cause our Board to include in the slate of nominees recommended to our stockholders for election, a number of designees equal to at least: (i) two individuals for so long as Francisco Partners continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 50% of the shares of common stock owned by Francisco Partners immediately following the completion of the IPO and (ii) one individual for so long as Francisco Partners continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 25% but less than 50% of the shares of common stock owned by Francisco Partners immediately following the completion of the IPO. As of April 10, 2025, the record date for this Annual Meeting, Francisco Partners is able to designate two members to our Board of Directors based on their holdings of common stock. Francisco Partners currently has no Sponsor Designees on our Board.

The nomination of each Sponsor Designee is subject to the reasonable and good faith determination of a majority of our disinterested directors, after consultation with our outside legal counsel, that such Sponsor Designee is qualified to serve as a member of our Board under applicable laws, the rules of Nasdaq, our Bylaws and any of our Company policies.

Risk Oversight

Mission Statement & Operating Values

Our mission, transforming how people navigate the legal system, represents the long-term relationship we aim to foster with our customers and aligns with our vision of transforming how businesses and individuals navigate the legal system. To deliver on our mission, we are focused on instilling the following operating values in all we do:

Lift Each Other Up
		We build great teams by recognizing, motivating, and inspiring each other. We realize that we can’t do it alone, and success comes from working together as one team. We embrace a diversity of perspectives and celebrate our differences and our achievements together. We lead with empathy and respect, and we’re committed to each other’s success.
Champion our Customers
		Our customers are at the center of everything we do, and we’re laser focused on being a trusted partner at every step of their journey. We work tirelessly to provide access to the tools and expertise people need to start and grow their businesses. We understand and constantly think about our customers’ most critical challenges today so we can make their businesses more successful and hassle-free tomorrow.
See the Whole Picture
		We’re relentlessly curious and strive to see how everything fits together. We’re constantly connecting the dots and leaning in to create a flawless end-to-end experience. We’re always thinking beyond our own piece of the puzzle. We collaborate with one another to understand the impacts of our decisions. We think big — but we know that every detail of our customers’ experience matters.
Focus on Results
		We are all owners of our business results. We set measurable goals, track progress regularly, and hold each other accountable. We aren’t afraid to take big chances and make some mistakes that we’ll learn and grow from — just like our customers do. We keep an entrepreneurial mindset, never settle for how it’s always been done, and keep pushing boundaries until we find a better way forward. We focus our time on impactful work to deliver outstanding results for our customers.
Keep It Simple
		We communicate clearly and directly to make sure our message can be understood with no confusion. We incorporate others’ views, actively listen to new ideas, and embrace inquiry and debate. We value transparent, inclusive, and respectful communication to build and maintain trust with each other and our customers.

Human Capital Management

At the Board level, our Compensation Committee has overall responsibility for human capital management related matters. Below are some recent highlights of our human capital management strategies and initiatives.

Growth & Development				Total Rewards
•   Anytime, anywhere learning with on-demand courses from LinkedIn Learning and SkillSoft •   Customizable Personal Development Plans to support employee career planning and development •   Quarterly check-in conversations to support employee development and performance, reinforced with annual, written performance reviews •   Leadership Accelerator training and Leadership Growth workshops to develop leaders •   Functional Spotlight Series showcasing teams and functions across the company				•   Top 10% for “Benefits and Perks Against Similar Sized Companies” on Comparably •   Performance-based bonus or incentive program for 100% of employees •   Best-in-class holistic wellness benefits, including providing U.S. employees with a free option for individual core medical, dental, and vision plans; 401(k) matching; time-off; and free access to mental healthcare, lifestyle perks, and fitness options •   95% of employees are enrolled in our benefits programs •   A flexible-first work policy for non-onsite roles, which enables flexibility to work remotely and collaborate in-offices •   Employee giving program: 2 days paid time off for community service and $500 in annual donation matching •   All U.S. employees who work at least 20 hours per week are eligible to participate in our ESPP (872 employees were eligible to participate in our most recent offering period)
Employee Engagement
•   Received BuiltIn’s “Best Places to Work” awards in 2024 (Austin, Los Angeles and Remote) •   Peer-based rewards and recognition program •   Bi-annual Zoomie Awards, recognizing top performers and leaders company-wide •   38% of senior leadership team are women and 38% are racially/ethnically diverse •   7 Employee-led Resource Groups open to all employees regardless of their background: Pride Zoomer Alliance Network, Lift Every Voice Black Network, RiseUp Women’s Network, Women in Tech Network, Nos Unimos LatinX Network, Asian American Pacific American Zoomer Association, and LZ Veterans				•   Annual Impact Week of giving and volunteerism •   Company-wide virtual and in-person events, including guest speakers, community, and culture celebrations •   Since the launch of our giving platform in 2022, employees have donated over $180,000 to more than 1,000 causes. With LegalZoom matching, the total donated is approximately $300,000 •   Over 2,100 community service paid time off hours used by employees in 2024 •   Included on Newsweek’s “America’s Greatest Workplaces for Diversity” and “America’s Greatest Workplaces for Women” in 2024

Director Compensation

Eligible Director Compensation Policy

We provide cash and stock compensation to certain non-employee directors for their services as directors or members of committees of the Board of Directors. Our Eligible Director Compensation Policy (the “Policy”) provides each member of our Board of Directors who is not also serving as our employee or as an employee of any of our subsidiaries and is not associated with or nominated by a private equity fund, venture capital fund or other entity that owned shares of our capital stock prior to the effective date of the registration statement filed in connection with our IPO (each, an “Eligible Director”) with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on our Board of Directors. Additional fixed annual cash retainer fees are paid to Eligible Directors for committee membership and chairperson service.

The Eligible Directors eligible to participate in the Policy are Elizabeth Hamren, Nathan Gooden, John Murphy and Sivan Whiteley. Neil Tolaney is not eligible to participate in the Policy due to being a general partner at TCV. Certain principal features of the compensation provided under the Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the Policy.

Annual Cash Compensation

The annual cash compensation amounts set forth below are payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each quarter in which the service occurred. If an Eligible Director joins the Board of Directors or a committee thereof at a time other than effective as of the first day of a quarter, his or her first quarterly installment will be prorated based on days served in the applicable quarter. All annual cash fees are vested upon payment.

Prior to the start of each year, an Eligible Director may elect to receive 100% of his or her annual cash compensation for the next year as restricted stock units (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) or any successor equity plan for that number of shares equal to (a) the projected annual cash compensation for such Eligible Director for the year based on Board of Director and committee membership as of the first day of such year divided by (b) the average closing price of our common stock, as reported on Nasdaq, over the 30 calendar day period ending five calendar days before the date of grant (the “Share Price”). We reimburse all of our directors for their travel expenses incurred in attending meetings of our Board of Directors and/or its committees.

Equity Compensation

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director will automatically, upon the date of his or her initial election or appointment, as applicable, be granted RSUs for that number of shares of our common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such initial grant will vest in a series of equal annual installments on the first, second and third anniversary of the date of grant, provided in each case that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director on a date other than at an annual meeting of stockholders will automatically, on the date of his or her initial election or appointment to be an Eligible Director, be granted RSUs for that number of shares of our common stock equal to (i) $200,000 multiplied by a fraction, the numerator of which is the number of days between such date of appointment or election and the next June 1, divided by (ii) the Share

Price, rounded down to the nearest whole share. Each such pro-rated annual grant will vest in a single installment on the earlier to occur of (a) the close of business on the day before our next annual meeting of stockholders and (b) the next June 1, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action by the Board of Directors, at the close of business on the date of each annual meeting of our stockholders, each person who is then an Eligible Director will automatically be granted RSUs for that number of shares of common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Notwithstanding the foregoing, for each Eligible Director in office as of immediately prior to the closing of a Change in Control (as defined in the 2021 Plan), his or her then-outstanding equity awards granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.

Eligible Directors are also required to own shares of LegalZoom common stock equal in value to five times his or her annual cash Board retainer as discussed in more detail below under “Eligible Director Stock Ownership Guidelines.”

2024 Non-Employee Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during 2024. Mr. Wernikoff served on our Board of Directors during a portion of 2024 and Mr. Stibel served as Chair of the Board during all of 2024. Neither Mr. Wernikoff nor Mr. Stibel received any compensation for their respective service as a director during 2024 and therefore neither Mr. Wernikoff nor Mr. Stibel is included in the table below. The compensation for each of Mr. Wernikoff and Mr. Stibel as a named executive officer is set forth below under “Executive Compensation Tables—Summary Compensation Table.”

Eligible Director Stock Ownership Guidelines

In November 2022, the Compensation Committee adopted Non-Employee Director Stock Ownership Guidelines (the “Ownership Guidelines”). The Ownership Guidelines require that each Eligible Director own shares of LegalZoom common stock equal in value to five times his or her annual cash Board retainer (but not including any additional retainer paid as a result of service as a Board chair, committee chair or committee member) within five years of the date of adoption of the Ownership Guidelines or, if newly appointed to the Board, within five years of joining the Board. Shares of common stock that count towards satisfaction of the Ownership Guidelines include: (i) shares beneficially owned by the Eligible Director (including shares held by his or her immediate family members or held in trust for the benefit of the Eligible Director or his or her immediate family members), (ii) unvested time-based RSUs, and (ii) any deferred shares, vested deferred stock units or deferred RSUs that may only be settled in shares of LegalZoom common stock.

After the five-year phase-in period for complying with the Ownership Guidelines, if an Eligible Director is not in compliance with his or her ownership requirement as set forth in the Ownership Guidelines, the Eligible Director must retain 100% of his or her net shares received as a result of the vesting of any RSUs granted to the Eligible Director by the Company.

Executive Officers

The following individuals constitute our executive officers. The information is current as of the date of this Proxy Statement. Information on the business background of Jeff Stibel is set forth under “Proposal 1: Election of Directors.”

Nicole Miller
		Nicole Miller has served as our Chief Legal Officer since March 2024 and as our Secretary since August 2020. She previously served as our Executive Vice President and General Counsel from June 2020 to March 2024. She also served as our interim Chief People Officer from August 2020 to April 2021. From July 2014 to June 2020, Ms. Miller held various roles at The Honest Company, a consumer goods company, most recently serving as General Counsel. Prior to The Honest Company, Ms. Miller practiced corporate law at the law offices of Cooley LLP and Gibson Dunn & Crutcher LLP. Ms. Miller was a Senate Fellow in the California State Senate from October 2005 to September 2006. Ms. Miller has served on the governing board of Defy Ventures, Inc. since December 2021. Ms. Miller holds a B.A. in humanities from Stanford University and a J.D. from the University of Texas School of Law.
Noel Watson
		Noel Watson has served as our Chief Operating Officer since August 2024 and our Chief Financial Officer since November 2020. From June 2019 to November 2020, Mr. Watson served as Chief Financial Officer at TrueCar, Inc., an automotive pricing and information website for new and used car buyers. From April 2006 to June 2019, Mr. Watson served in various roles at TripAdvisor, Inc., which operates as an online travel company, including as Vice President - Finance and Chief Accounting Officer. Mr. Watson has served on the board of directors of Affirm Holdings, Inc. since September 2022. He previously served on the board of directors of Zynga Inc. from July 2020 to May 2022. Mr. Watson holds a B.S. in accounting from Bryant University.

Compensation Discussion & Analysis

This Compensation Discussion and Analysis describes the material elements of the Company’s executive officer compensation program and analyzes the compensation decisions made for our executive officers included in the Summary Compensation Table below (the “named executive officers”).

Named Executive Officers

Our named executive officers for 2024 were:

2024 Performance Highlights

In 2024, we narrowed our operating focus towards our core legal and compliance competencies and refocused our execution priorities accordingly. Our execution priorities are focused on optimizing our subscription business to drive greater stability in our business, reorienting our go-to-market strategy to improve brand awareness and attract high value customers, and becoming an expert platform by leveraging artificial intelligence to augment human expertise. We have set an executable strategy and are positioning LegalZoom to drive sustainable results. Below is a summary of our key achievements:

*Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP measures. See Appendix A for a definition of these measures and a reconciliation to the most directly comparable measure computed in accordance with GAAP.

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following objectives:

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee has the authority to determine the amount of compensation paid or awarded to each of the named executive officers. The Compensation Committee evaluates the performance of our named executive officers and other members of our senior management team at least annually and determines compensation levels based on its performance evaluation. The Compensation Committee also, among other things, approves our executive performance-based incentive plans and policies and is responsible for administering the Company’s equity incentive plan, with authority to approve award grants under the plan. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other named executive officers.

Each element of our executive compensation program was approved by the Compensation Committee. All Compensation Committee members are independent under applicable Nasdaq rules. None of our named executive officers is a member of our Compensation Committee or otherwise had any role in determining the compensation of our other named executive officers, other than the Chief Executive Officer’s recommendations to the Compensation Committee as to the compensation of the other named executive officers. The Compensation Committee makes determinations regarding our Chief Executive Officer’s compensation independently and without him present. Our Chief Executive Officer attends portions of the Compensation Committee meetings, but does not attend portions of those meetings related to making specific decisions on his compensation.

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants and outside service providers and advisors to advise the Compensation Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. Exequity LLP (“Exequity”) served as independent compensation consultant to our Compensation Committee in 2024 and reviewed and advised on various aspects of our executive compensation program, including our compensation peer group, designing our short-term and long-term compensation incentive plans to align with stockholder interests and specific compensation recommendations for our executive officers.

The Compensation Committee was directly responsible for the appointment, compensation and oversight of the work of Exequity. The Compensation Committee assessed the independence of Exequity pursuant to applicable SEC and Nasdaq rules and concluded that no conflict of interest existed with respect to the services to the Compensation Committee of Exequity. Exequity did not perform any services for us, except for compensation-related services on behalf of, and as instructed by, the Compensation Committee.

Peer Group

The Compensation Committee annually reviews the peer group of companies in our industry to assist the committee in making its compensation decisions and makes updates to such peer group as determined necessary or appropriate. Although the Compensation Committee reviews and discusses the peer company compensation data provided by its compensation consultant to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the Compensation Committee in making compensation decisions.

Our peer group for 2024 consisted of the following companies:

In preparation for the 2025 executive compensation review and the decisions that the Compensation Committee made and will make with respect to 2025 executive compensation, the Compensation Committee reviewed, with assistance from Exequity, the peer group companies listed above. The Compensation Committee determined it was appropriate to make certain changes to the companies comprising the peer group for 2025 pay and performance comparisons. Specifically, New Relic, Inc. and Alteryx, Inc. were each removed from the 2025 peer group because they were taken private in November 2023 and March 2024, respectively. The Compensation Committee also added each of Udemy, Inc., GitLab Inc. and ZipRecruiter, Inc. to the 2025 peer group given their relevant business model fit and their focus on engineering talent and platform technology.

Role of Stockholder Say-on-Pay Votes

At our annual meeting of stockholders in 2024, we held an advisory vote regarding our executive compensation program, commonly called a “say-on-pay” vote. Of the votes cast, over 81% voted in favor of the “say-on-pay” resolution. We took this result to indicate that our stockholders are generally supportive of our compensation program.

We take the views of our stockholders seriously, and in May 2024, we engaged in targeted stockholder engagement concerning our executive compensation program. We reached out to 10 of our top 20 stockholders, representing approximately 26% of our total shares then outstanding, to invite them to participate in calls to discuss our executive compensation program and provide feedback. In response to our outreach, 5 of those stockholders, representing over 11% of our then outstanding shares, accepted the invitation and met with our Chair of the Board. In those meetings, stockholders indicated that they agreed with our decision to remove stock options as a form of long-term equity incentive and to replace them with performance stock units (“PSUs”), as well as our inclusion of total stockholder return as a performance metric underlying our PSUs.

We will continue to regularly review our executive compensation programs to ensure alignment with our compensation philosophy, and we are committed to continuing our dialogue with stockholders so that we can be proactive in responding to emerging industry trends, be responsive to stockholder concerns and ensure that our long-term incentive programs drive stockholder value.

Material Elements of Compensation

Our Compensation Committee reviews compensation at least annually for our named executive officers and other members of our senior management team. In setting base salaries and bonus targets, approving bonus payouts and granting equity incentive awards, we consider a variety of factors, including compensation for comparable positions in the market, the relevant experience of our executives, the scope and impact of the role, Company and individual performance compared to expectations and objectives, the historical compensation levels of our executives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company.

The current elements of our executive compensation program are annual base salaries, annual performance-based cash awards, equity-based incentive awards, including performance-based equity incentive awards, and certain employee benefits, each of which are discussed in more detail below.

To meet our compensation objectives and pay-for-performance philosophy, we aim to achieve an appropriate mix between the various elements of our compensation program and to align compensation to both Company and individual performance; however, we do not apply any rigid allocation formula in setting our named executive officers’ compensation, and we may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances, such as increased complexity or scope of an individual’s role.

A significant portion of our 2024 executive compensation is at risk as it is subject to either the achievement of preset performance goals or tied to our stock price performance. For each named executive officer, his or her annual base salary is the only fixed component of total compensation. Each named executive officer’s annual cash bonus and PSUs are forfeited if threshold levels of performance are not met, and the future values of the RSUs and PSUs granted to our named executive officers are a function of our stock price performance. We believe this creates a pay-for-performance structure that aligns with long-term stockholder returns while providing competitive total compensation for incentivizing and retaining our executives.

Annual Base Salary

Base salaries for our named executive officers are initially established through arm’s-length negotiations at the time of the individual’s hiring, taking into account such individual’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry. Base salaries are generally reviewed in January of each year in connection with our annual performance review process to align salaries with market levels after considering individual scope and complexity of responsibilities and performance relative to individual, team and Company goals and objectives. No named executive officer is entitled to any automatic base salary increase.

Four of our named executive officers received a base salary increase for 2024. The Compensation Committee approved merit-based salary increases for certain of our named executive officers ranging from 4.55% to 16.67% for 2024, as further described below. The increases in the base salaries of certain our named executive officers during the annual review process were made in recognition of competitive market conditions, each individual’s strong performance and leadership and, in certain instances, expansion of the scope of the individual’s role. With these increases, we believe the base salaries of our named executive officers for 2024 were aligned and consistent with our compensation philosophy, which considers peer compensation data, level of role-related experience, individual performance, and scope and complexity of responsibilities to arrive at a market competitive base level of compensation appropriate for the individual.

The 2024 base salary for each named executive officer, as approved by the Compensation Committee, was as follows:

Annual Bonus Plan

Our named executive officers are eligible to receive an annual incentive bonus under our annual bonus plan, which is administered by our Compensation Committee. Based on input from Exequity, the Compensation Committee designed the structure of the annual bonus plan for 2024 to ensure the specific performance measures used were tied to both the Company’s short-term 2024 annual goals and the Company’s longer term strategic priorities, or North Star goals.

Mr. Preece and Mr. Radhakrishna were not eligible to receive an annual cash bonus for 2024 as a result of ceasing to be employed by the Company on March 31, 2024 and November 4, 2024, respectively. Pursuant to the Company’s policy for the payment of annual bonuses, employees must remain employed with the Company through the date such bonuses are paid. Mr. Wernikoff ceased to be employed by the Company on July 9, 2024; however, pursuant to the terms of his employment agreement, he remained eligible for, and subsequently received, a 2024 annual cash bonus, which such cash bonus was pro-rated based on the date Mr. Wernikoff’s employment with the Company ended.

For 2024, the target annual bonus plan payout amount for each named executive officer who was eligible to receive an annual cash bonus at year end was as follows:

The overall annual bonus plan payout for each named executive officer was based upon the following two factors:

A summary of our 2024 performance goals as well as our related 2024 results are below:

The foregoing achievement of each pre-established corporate performance goal resulted in a bonus funding of 88.0%, before applying the North Star factor adjustment for achievement against long-term priorities as discussed below. The 88.0% bonus funding is equal to the sum of the weight of each performance measure (expressed as a percentage) multiplied by the percentage payout for each performance measure.

Consistent with prior years, the 2024 bonus plan also included a potential 30% upwards or downwards adjustment to the resulting bonus funding payout percentage, which was to be determined by the Compensation Committee based upon achievement of pre-defined long-term strategic priorities, referred to as the Company’s North Star goals. In early 2024, the Compensation Committee set North Star goals that were challenging and considered the Company’s growth expectations and strategic pillars. Specifically, the 2024 North Star goals included the following: (i) scaling the business; (ii) building the Company’s ecosystem; (iii) integrating experts; and (iv) driving employee engagement.

With respect to each North Star goal, the Compensation Committee assessed whether and to what extent that such goal was met at the end of 2024.

After balancing the Company’s achievements against the foregoing North Star goals with the work yet to be done, the Compensation Committee determined not to make any upwards or downwards adjustment to the bonus funding percentage for named executive officers. As a result of the foregoing, the bonus pool funding was kept at 88% and the Company performance payout portion of each named executive officer’s 2024 annual bonus plan award was calculated as follows:

As a result of the foregoing individual performance and achievements, the individual performance payout portion of each named executive officer’s 2024 annual bonus plan award was calculated as follows:

Accordingly, the following annual bonus amounts were awarded to our eligible named executive officers for 2024:

Equity Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our directors and employees, including our named executive officers. In November 2023, the Compensation Committee determined to add elements to align our long-term incentives design with stockholder interests, which resulted in the removal of stock options as a form of long-term equity incentive and their replacement with PSUs. Replacing stock options with PSUs provides a performance-driven framework for executive compensation and establishes a direct connection between executive incentives and the achievement of strategic and financial goals. In addition, PSUs can have a less dilutive effect than stock options and this switch aligns with the Company’s broader strategy of managing the impact of dilution of the Company’s equity plans. RSUs will continue to ensure linkage to the stock price performance and promote executive retention over a multi-year time-based vesting period. The RSUs require both continued service and stock price value maintenance to deliver intended values. The RSUs offer value to our named executive officers even in the absence of stock price appreciation (thereby promoting retention), but also provide incentives to our named executive officers that are aligned with our stockholders, as the value of an RSU increases with an increase in the value of the underlying stock.

As more fully discussed below, our equity-based incentive awards in 2024 consisted of the following:

2023 PSU Payout

In the first quarter of 2023, our Compensation Committee granted PSUs to our named executive officers which would be earned, if at all, at the end of an eighteen-month performance period ended June 30, 2024 based on the Company’s market share growth at the end of such performance period (the “2023 PSUs”). The Compensation Committee chose market share as the primary performance metric to align with the Company’s strategic pillar at that time to scale the business and grow the top of our customer funnel in order to expand our customer base. Specifically, the 2023 PSUs would be eligible to be earned at the target payout level disclosed in the table below if the Company’s trailing twelve-month market share at the end of the performance period was 11.30%. The minimum threshold payout level disclosed in the table below required the Company’s trailing twelve-month market share at the end of the performance period to be

10.50%. For purposes of the 2023 PSUs, market share was defined as the number of limited liability company, incorporation, not-for-profit and ‘doing business as’ orders placed on the Company’s platform (excluding any orders from the Company’s former operations in the U.K.), divided by total U.S. business formations as reported by the U.S. Census. The number of 2023 PSUs eligible to be earned was also subject to adjustment based on a CEBITDA floor and a revenue floor. Specifically, no 2023 PSUs would be eligible to be earned if the Company’s CEBITDA for the eighteen-month period ended June 30, 2024 was less than $175.1 million. Further, unless the Company’s revenue for the twelve-month period ended June 30, 2024 was above $619.85 million, the number of 2023 PSUs that could be earned would be capped at 100% of the target for each named executive officer.

Subsequent to June 30, 2024, the Compensation Committee determined that the Company’s trailing twelve-month market share at the end of the performance period was 9.8%, which was below the minimum threshold for payout. As a result, the Compensation Committee did not certify achievement of the 2023 PSUs. Consistent with our commitment to pay for performance, the Compensation Committee declined to adjust the original performance goals or to exercise any discretion and no 2023 PSUs were earned by our named executive officers.

The threshold, target and maximum number of 2023 PSUs that was eligible to be earned by each named executive officer, as well as the number of 2023 PSUs actually earned, is set forth below:

Annual 2024 Equity Grants to Continuing Named Executive Officers

As discussed above, our Compensation Committee determined that the 2024 long-term equity incentive design for continuing named executive officers should consist of 50% RSUs and 50% PSUs based on target value, except for our Chief Executive Officer, whose long-term equity should consist of 40% RSUs and 60% PSUs based on target value. The Compensation Committee believes that this mix of RSUs and PSUs represents an appropriate balance between risk and reward that would both motivate and retain our senior leadership team and align the interests of our named executive officers with those of our stockholders.

The table below sets forth the target value of the 2024 long-term incentive awards received by each named executive officer in March 2024 (or, with respect to Mr. Stibel, in July 2024) and discussed in more detail below. The values of the long-term incentive awards reflected in the table below were designed to be competitive with the market, to recognize the personal performance of each named executive officer in the prior year, and to increase the percentage of total pay that is variable and at risk compared to prior year equity grants.

The target value of the 2024 PSUs (as defined below) shown in the table above does not match the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table. The target value of the 2024 PSUs granted in March 2024 is equal to the number of stock units subject to the applicable award multiplied by our closing share price on the fourth day following our release of fiscal 2024 earnings. However, for purposes of the Summary Compensation Table and Grants of Plan-Based Awards Table, pursuant to SEC rules, the value of 2024 PSUs is equal to their accounting value (also referred to as grant date fair value) as calculated under ASC 718 using a Monte Carlo simulation performed as of the date of grant. A Monte Carlo valuation simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of our common stock price behavior.

Time-Based RSUs

The RSUs in the table below were granted to each continuing named executive officer in March 2024 as part of our regular annual equity grant refresh process, to Mr. Stibel in July 2024 in connection with his appointment as Chief Executive Officer and again to Mr. Watson in August 2024 as consideration for his promotion to an expanded role. Mr. Preece ceased to be employed by the Company on March 31, 2024 and therefore did not receive an RSU grant in 2024.

The foregoing RSUs vest quarterly over four years, subject to the named executive officer’s continuous service through the applicable vesting date.

Performance Stock Units

In March 2024, the Compensation Committee granted PSUs to our named executive officers tied to predetermined performance metrics (the “2024 PSUs”). Specifically, the 2024 PSUs were designed to be earned, if at all, subject to the Company’s achievement of Adjusted EBITDA for the year ended December 31, 2024 relative to predetermined targets and included a relative total stockholder return (“rTSR”) modifier for the Company’s relative performance against those companies in the Nasdaq Composite Index. The Compensation Committee selected Adjusted EBITDA and rTSR, each determined over the applicable performance period, as the performance metrics for the 2024 PSUs because it believes these metrics are important indicators of financial performance and stockholder value creation over such period. The Compensation Committee believes that this 2024 PSU design incentivized management to focus on driving sustainable financial performance and stockholder value.

The table below sets forth the 2024 PSUs, as a percentage of the target 2024 PSU grant for each named executive officer, that would be earned, based on the Company’s achievement of Adjusted EBITDA for the performance period:

The 2024 PSUs would be earned, if at all, based on the Company’s achievement of Adjusted EBITDA for the year ended December 31, 2024. Such earned 2024 PSUs thereafter were subject to adjustment based on the Company’s rTSR performance against the Nasdaq Composite Index over the period from January 1, 2024 through December 31, 2024 (the “rTSR Modifier”), which decreased the payout by 25% if relative rTSR was below the 25^th percentile of the Nasdaq Composite Index and increased it by 25% if relative rTSR was above the 75^th percentile of the Nasdaq Composite Index. The Compensation Committee believes the rTSR Modifier linked this incentive compensation directly to our relative stockholder returns and provided further alignment with stockholder interests over the performance period, while also recognizing factors that impact our industry and peers.

In February 2025, the Compensation Committee certified the payout of the 2024 PSUs at 102.4% of target based on our Adjusted EBITDA of $148.1 million for the year ended December 31, 2024. The payout was not impacted by the rTSR Modifier, as the Company’s relative rTSR fell in the 34th percentile for the performance period. One-third of the earned 2024 PSUs vested immediately upon certification by the Compensation Committee, and the remaining earned 2024 PSUs will vest in eight substantially equal quarterly installments beginning on May 15, 2025, in each case, subject to the named executive officer’s continued employment through the applicable vesting dates.

Mr. Preece ceased to be employed by the Company on March 31, 2024 and therefore did not receive a grant of 2024 PSUs. Mr. Wernikoff and Mr. Radhakrishna ceased to be employed by the Company on July 9, 2024 and November 4, 2024, respectively, and all 2024 PSUs were forfeited as of their respective last day of employment with the Company. As a result, neither individual was eligible to earn any 2024 PSUs at the end of the performance period. Mr. Stibel was granted 2024 PSUs in July 2024 as part of his appointment as our Chief Executive Officer.

The following below sets forth the 2024 PSUs earned by each eligible named executive officer:

Special Sign-On CEO Equity Grants

On July 8, 2024, the Board appointed Mr. Stibel, who was serving as Chair of the Board, to serve as Chief Executive Officer of the Company, effective July 9, 2024, replacing Mr. Wernikoff effective as of the same date. In addition to the grants of RSUs and 2024 PSUs discussed above, the Compensation Committee granted Mr. Stibel additional new-hire sign-on PSUs covering a maximum of up to 5,350,318 shares of the Company’s common stock (the “Sign-On PSUs”), which represent 100% at risk compensation. The Sign-On PSUs become eligible to be earned upon the attainment of seven stock price goals over a five-year performance period beginning on July 9, 2024 and, upon certification of achievement of a stock price goal by the Compensation Committee, any resulting earned Sign-On PSUs will remain subject to time-based vesting as discussed below. As shown in the table below, the stock price goals require significant increases in our stock price from the base price of $7.85 per share.

The following table shows a summary of each tranche, including the number of Sign-On PSUs eligible to be earned upon achievement of the applicable stock price goal:

The target number of Sign-On PSUs granted to Mr. Stibel was 2,675,159.

To earn the shares tied to each tranche of the Sign-On PSUs, the volume-weighted average closing price of our common stock over a consecutive 45-day trading period must equal or exceed the stock price goal for that tranche. This achievement requires that our stock price growth is sustained for a meaningful period in order for any Sign-On PSUs to be eligible to be earned. Full vesting of the Sign-On PSUs requires 450% stock price appreciation relative to the base price during the five-year performance period. If achievement of a stock price goal is certified by the Compensation Committee, 50% of the earned Sign-On PSUs for the applicable tranche will vest immediately upon such certification and the remaining 50% will vest on the first anniversary of the date of such certification. The Sign-On PSUs also are subject to Mr. Stibel’s continued service with the Company through the applicable vesting dates.

2024 Retention Equity Grants

In July 2024, in connection with the Chief Executive Officer transition, the Compensation Committee granted to each continuing named executive officer additional RSUs in order to secure key executives at a critical time of transition (the “Retention RSUs”). The Compensation Committee believes executive team stability and engagement was critical to support the leadership and business transition. The table below sets forth the Retention RSUs granted to each continuing named executive officer in July 2024:

The Retention RSUs vest in two equal installments on each of July 9, 2025 and July 9, 2026, subject to the named executive officer’s continued service with the Company through the applicable vesting dates.

2025 Equity Grants to Continuing Named Executive Officers

Our Compensation Committee generally grants equity awards following our annual review process in March, or as the Compensation Committee otherwise deems appropriate. However, in November 2024, the Compensation Committee, after discussion with and input from Exequity, determined to accelerate the annual refresh equity grants for the Company’s senior leadership team from March 2025 to November 2024 in order to more quickly align the Chief Executive Officer and senior leadership team to a common incentive to drive performance aligned with the Company’s stockholders and to retain the Company’s senior leadership team for the long-term in order to execute against a shared strategy. Consistent with the annual 2024 equity grants, the Compensation Committee determined that the 2025 long-term equity incentive design for the Company’s senior leadership team should consist of 50% RSUs and 50% PSUs based on the target value, other than the Chief Executive Officer, whose equity compensation should consist of 40% RSUs and 60% PSUs.

The table below sets forth the target value of the 2025 long-term incentive awards received by each named executive officer in November 2024 and discussed in more detail below. The values of the 2025 long-term equity incentive awards reflected in the table below are consistent with the target values approved by the Compensation Committee for the 2024 long-term incentive awards discussed above.

As discussed in more detail above under “Annual 2024 Equity Grants to Continuing Named Executive Officers,” the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table are determined in accordance with ASC 718 using a Monte Carlo simulation and therefore differ from the target award values disclosed above and approved by the Compensation Committee.

The Compensation Committee did not grant additional annual equity awards to continuing members of the Company’s senior leadership team as part of the annual cycle in March 2025.

2025 RSUs

The table below sets forth the RSUs granted to each continuing named executive officer in November 2024 (the “2025 RSUs”):

The 2025 RSUs vest quarterly over three years, with the first quarterly vest date to occur on May 15, 2025, in each case subject to the named executive officer’s continuous service through the applicable vesting dates.

2025 PSUs

As with the PSUs granted to Mr. Stibel in July 2024, the Compensation Committee determined to grant PSUs to the continuing named executive officers that would be earned only if the Company’s stock price achieved certain pre-determined goals (the “2025 PSUs”). The 2025 PSUs become eligible to be earned upon the attainment of five stock price goals over a three-year performance period beginning on November 15, 2024 and, upon certification of achievement of a stock price goal by the Compensation Committee, certain resulting earned 2025 PSUs will remain subject to time-based vesting as discussed below. As shown in the table below and as with the Sign-On PSUs discussed above, the stock price goals require significant increases in our stock price from the base price of $6.91 per share.

The following table shows a summary of each tranche, including the number of 2025 PSUs eligible to be earned upon achievement of the applicable stock price goal:

The target number of 2025 PSUs granted to our continuing named executive officers in November 2024 was as follows: Jeff Stibel (911,722), Noel Watson (416,063) and Nicole Miller (271,345).

To earn the 2025 PSUs tied to each tranche in the table above, the volume-weighted average closing price of our common stock over a consecutive 30-day trading period must equal or exceed the stock price goal. This achievement requires that our stock price growth is sustained for a meaningful period in order for any 2025 PSUs to be eligible to be earned. Full vesting of the 2025 PSUs requires 294% stock price appreciation relative to the base price during the three-year performance period. Further, in the first year of the performance period, regardless of whether there is certification of achievement of a stock price goal, the 2025 PSUs will not vest before November 15, 2025, which serves as an additional retention incentive. In the second and third years of the performance period, the 2025 PSUs will vest immediately upon certification by the Compensation Committee of achievement of a stock price goal. The 2025 PSUs also are subject to continued service with the Company through the applicable vesting dates.

The first stock price goal of $8.75 was achieved during the first quarter of 2025 and the 2025 PSUs earned as a result of such achievement will vest in full on November 15, 2025.

Employee Benefits and Perquisites

We have generally not offered special benefits to our named executive officers. We provide 401(k) matching contributions as discussed under “Health and Welfare and Retirement Benefits” below. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. We also maintain an employee stock purchase plan in order to enable eligible employees, including our eligible named executive officers, to purchase shares of our common stock at a discount.

Health and Welfare and Retirement Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers.

401(k) Plan

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may elect to defer up to 80% of their eligible compensation into the plan on a pre-tax basis, up to annual limits prescribed by the Internal Revenue Code, and we make an employer matching contribution to the plan in the amount equal to 100% of the first 4% of eligible compensation that eligible employees defer each year. In general, eligible compensation for purposes of the 401(k) retirement savings plan includes an employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with us to the extent the amounts are includible in gross income, and subject to certain adjustments and exclusions required under the Internal Revenue Code.

Pension Benefits and Nonqualified Deferred Compensation

Our named executive officers do not participate in any defined benefit pension plans or nonqualified deferred compensation plans.

Compensation Policies and Practices as They Relate to Risk Management

The Compensation Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of the Company’s long-term strategic priorities, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our Compensation Committee concluded that risks arising from our compensation policies and practices for all employees, including executive officers, are not reasonably likely to have a material adverse effect on us.

Clawback Policy

We adopted a clawback policy as required by the final Dodd-Frank rules and exchange listing standards. The clawback policy applies to current and former covered officers of the Company and will be administered by the Compensation Committee. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its officers. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

Equity Grant Practices

We do not grant equity awards in anticipation of the release of material non-public information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material non-public information were to become known to the Compensation Committee before the grant of an equity award, the Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.

We typically grant annual equity awards following our annual review process in March, or as the Compensation Committee otherwise deems appropriate. We will generally grant equity awards to newly hired and promoted employees after the release of the Company’s earnings for the quarter during which the individual was hired or promoted.

In 2024, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers. As discussed above, in November 2023 our Compensation Committee decided to remove stock options as a form of long-term equity incentive for our named executive officers. We removed stock options as a form of equity compensation for our employees other than our named executive officers prior to our IPO.

Tax and Accounting Considerations

Under Section 162(m) of the Internal Revenue Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the named executive officers in a manner consistent with the goals of the our executive compensation program and our best interests and the best interests of our stockholders, which may include providing for compensation that is not deductible by us.

Under ASC 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee

Sivan Whiteley, Chair

Nathan Gooden

Elizabeth Hamren

The foregoing report of the Compensation Committee shall not be deemed to be part of or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed “soliciting materials” or “filed” under either the Securities Act or the Exchange Act.

Executive Compensation Tables

Summary Compensation Table

The following table describes the 2024, 2023 and 2022 compensation provided to our named executive officers: