DEF 14A

Audit Committee

Chair: John Murphy Members: Nathan Gooden Elizabeth Hamren Neil Tolaney

Duties and Responsibilities:

The principal duties and responsibilities of our Audit Committee include, among other things:

• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helping to ensure the independence and performance of the independent registered public accounting firm;

• helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• overseeing the adequacy and effectiveness of the Company’s information security policies and practices, as well as overseeing risks related to cybersecurity;

• reviewing our policies on risk assessment and risk management;

• reviewing and approving related party transactions;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

• pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Qualifications:

The Board of Directors has determined that each member of the Audit Committee meets the independence requirements set forth by the Securities and Exchange Commission (the “SEC”) and the Nasdaq listing standards for membership on the Audit Committee. Each member of our Audit Committee is also financially literate in accordance with the Nasdaq listing standards. In addition, our Board of Directors has determined that each of Nathan Gooden, John Murphy and Neil Tolaney qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

LegalZoom.com, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

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:

●

In-line with our focus on optimizing our subscription business:

^○

Without removing our free formation offering, we shifted over 10% of customers to our higher value formation SKUs in Q4, which also emphasized our subscription offerings; and

^○

We returned the entry point pricing of a key compliance subscription, Registered Agent, to historical price levels, with minimal changes in attach rates.

●

As part of our efforts to reorient our go-to-market strategy:

^○

The team presciently acknowledged the opportunity to re-commercialize Beneficial Ownership Information reports away from one-time transactions and began a pivot toward subscription compliance solutions; and

^○

With the enhanced focus on our core strengths in legal and compliance products and a shift away from building in-house Tax solutions, we launched a partnership with 1-800Accountant, allowing us to continue serving the tax needs of our customers while improving margins and better allocating resources.

●

As part of our focus area to leverage AI to deliver expertise:

^○

We quietly launched four AI tools that have assisted customers during friction points in advance of leveraging our attorney network and that we believe will drive efficiency within our business.

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

●

We grew full-year net income margin by 230 basis points year-over-year to 4% and Adjusted EBITDA margin² by 380 basis points year-over-year to 22%, supported by actions we took in the third quarter that drove approximately $25 million of annualized savings;

●

We generated over $135 million in cash from operating activities and $100 million in free cash flow², which accelerated in the back half of the year; and

●

We returned a record $165 million to stockholders in the form of share repurchases, reducing our share count by approximately 10%.

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.

LOGO

Jeff Stibel

Chair of the Board and Chief Executive Officer

¹As of December 31, 2024.

²Adjusted 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.

LOGO

Notice of Annual Meeting of Stockholders

LOGO

DATE AND TIME:

Tuesday, June 3, 2025

9:00 a.m., Pacific Time

LOGO

LOCATION:

www.proxydocs.com/LZ

LOGO

RECORD DATE:

Thursday, April 10, 2025

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:

To elect the two director nominees named in the proxy statement as Class I directors of the Company to serve for a three-year term and until their respective successors have been duly elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification (Proposal 1);

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (Proposal 2);

To conduct an advisory vote on the compensation of the Company’s named executive officers (Proposal 3); and

To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

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.

Important Notice Regarding Internet Availability of Proxy Materials

This Notice of Annual Meeting, the Proxy Statement and our 2024

Annual Report on Form 10-K are available at www.proxydocs.com/LZ.

Copies of these proxy materials are also available on our website at

https://investors.legalzoom.com.

By Order of the Board of Directors,

LOGO

Nicole Miller

Chief Legal Officer & Secretary

Mountain View, CA

April 22, 2025

Table of Contents


Forward-Looking Statements and Website References		ii

Proxy Statement Summary		1

Letter From Our Lead Independent Director		3

PROPOSAL 1: ELECTION OF DIRECTORS		4

Our Corporate Governance		11

Committees of the Board of Directors		11

Director Attendance		13

Board Leadership Structure		13

Director Nomination Process		13

Director Nomination Rights		14

Risk Oversight		15

Annual Board & Committee Evaluations		16

Executive Sessions		16

Code of Business Conduct and Ethics		16

Corporate Governance Guidelines		16

Overboarding Policy		16

Insider Trading Policy & Anti-Hedging and Pledging Policy		16

Compensation Committee Interlocks and Insider Participation		16

Communications with Directors		16

Certification of Incorporation		16

Mission Statement & Operating Values		17

Human Capital Management		18

Director Compensation		19

Executive Officers		22

Compensation Discussion & Analysis		23

Named Executive Officers		23

2024 Performance Highlights		23

Executive Compensation Philosophy and Objectives		24

Role of the Compensation Committee		24

Role of the Compensation Consultant		24

Peer Group		25

Role of Stockholder Say-on-Pay Votes		25

Material Elements of Compensation		25

Compensation Policies & Practices as They Relate to Risk Management		36

Clawback Policy		36

Equity Grant Practices		36

Tax and Accounting Considerations		36

Compensation Committee Report		36

Executive Compensation Tables		37

CEO Pay Ratio		46

Pay-Versus-Performance		47

Equity Compensation Plan Information		50

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		51

Audit Committee Report		53

PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		54

Certain Relationships and Related Party Transactions		55

Beneficial Ownership of Securities		56

Questions & Answers About the Annual Meeting		58

Virtual Annual Meeting		61

Submission of Stockholder Proposals and Nominations of Directors and Other Business		62

Important Additional Information		63

Appendix A — Non-GAAP Reconciliations		A-1

Forward-Looking Statements

This Proxy Statement contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Proxy Statement may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Proxy Statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the factors discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as any factors contained in our subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this Proxy Statement are based upon information available to us as of the date of this Proxy Statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Website References

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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



	DATE AND TIME: Tuesday, June 3, 2025 9:00 a.m., Pacific Time	LOCATION: www.proxydocs.com/LZ	RECORD DATE: Thursday, April 10, 2025

You will need the control number included in your proxy card, voting instruction form or notice

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.


Item of Business	Board Recommendation	Page Reference
Proposal 1: Election of Directors	FOR	4
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	51
Proposal 3: Advisory Vote on Named Executive Officer Compensation	FOR	54

Board of Directors Snapshot


Name	Age	Principal Occupation	Director Since	Other U.S. Public Company Boards	Committee Membership(s)
Nathan Gooden †	50	Chief Financial Officer, Squarespace, Inc.	2024	-	Audit Compensation
Elizabeth Hamren	53	Chief Executive Officer, Ring, Inc. (a subsidiary of Amazon.com, Inc.)	2021	1	Audit Compensation
John Murphy †#	56	Former Executive Vice President and Chief Financial Officer, Adobe Inc.	2021	2	Audit (Chair) Nominating
Jeffrey Stibel	51	Chief Executive Officer and Chair of the Board, LegalZoom.com, Inc.	2014	-	-
Neil Tolaney †	42	General Partner, TCV	2022	-	Audit
Sivan Whiteley	48	Former Chief Legal Officer and Corporate Secretary, Block, Inc.	2022	-	Compensation (Chair) Nominating (Chair)

† Audit Committee Financial Expert # Lead Independent Director


LegalZoom.com, Inc. 2025 PROXY STATEMENT		1

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-level oversight over succession planning

+ Regular strategic updates from CEO

+ Board-level oversight over environmental, social, and governance (“ESG”) activities

+ Board-level oversight over cybersecurity

Board Structure & Composition

+ 83% of directors are independent

+ Standing Board committees composed solely of independent directors

+ No director serves on more than 3 public company boards, including LegalZoom

+ Lead Independent Director

+ Average director tenure of approximately 4 years, with 5 out of 6 directors appointed after 2020

+ 2 out of 6 of directors are female

+ 1 director identifies as LGBTQ+

+ The Compensation Committee and Nominating & Corporate Governance are chaired by a female

Other Corporate Governance Practices

+ Annual Board and committee evaluations

+ No hedging or pledging of Company stock

+ Numerical limit on outside public company board memberships

+ No poison pill

+ Clawback policy

+ Annual performance evaluation of each named executive officer, which is tied to compensation decisions

+ Stockholder value driven organization; compensation philosophy is designed to motivate and retain top executive talent and drive organizational performance that is in the best interest of our stockholders in the long term

+ Robust stock ownership guidelines for eligible non-employee directors (5x annual retainer)

+ Meaningful stock ownership by directors and officers

+ Single class share structure


2		2025 PROXY STATEMENT LegalZoom.com, Inc.

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.

LOGO

John Murphy

Lead Independent Director


LegalZoom.com, Inc. 2025 PROXY STATEMENT		3

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:

Class I directors with terms expiring
at the Annual Meeting

Class II directors with terms expiring
at the 2026 annual meeting of
stockholders

Class III directors with terms expiring
at the 2027 annual meeting of
stockholders

Nathan Gooden

Neil Tolaney

Sivan Whiteley

Elizabeth Hamren

John Murphy

Jeffrey Stibel

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.


4		2025 PROXY STATEMENT LegalZoom.com, Inc.

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.

LOGO

Class I Director Nominees

LOGO

Age Director Since

50 2024

Committees:

Audit Committee

Compensation Committee

Other Current Public Company

Directorships:

None

Previous Public Company

Directorships:

None

Education:

B.S., Accounting, Oral Roberts

University

Nathan Gooden

Nathan Gooden currently serves as Chief Financial Officer of Squarespace, Inc., a position he has held since October 2022. Prior to Squarespace, Mr. Gooden served as Chief Financial Officer of Amazon Alexa from January 2017 to October 2022. Earlier in his career, Mr. Gooden served as Chief Financial Officer of Spacepointe Limited, a global payments technology company, from January 2016 to December 2016. He was also a founding member of Solavei LLC, a social commerce company, where he served as Chief Financial Officer from June 2014 to February 2016. Mr. Gooden began his career at PricewaterhouseCoopers LLP, where he spent five years as a lead auditor.

Key Expertise Provided to the Board:

Mr. Gooden’s financial expertise and executive experience in industries spanning payments, social commerce and consumer electronics, as well as his in-depth understanding of platforms that help small businesses, qualifies him to serve on our Board of Directors.

Skills and Expertise:

● C-Suite Leadership

● M&A / Capital Allocation

● Subscription-based Business Models

● Human Capital Management

● Financial Expertise

● Risk Assessment and Management

● Public Company Governance


LegalZoom.com, Inc. 2025 PROXY STATEMENT		5

LOGO

Age Director Since

42 2022

Committees:

Audit Committee

Other Current Public Company

Directorships:

None

Previous Public Company Directorships:

None

Education:

B.A., Economics and Political

Science, Yale University

M.B.A., Harvard Business School

Neil Tolaney

Neil Tolaney is a General Partner at TCV, a growth equity firm focused on investments in public and private technology companies. Mr. Tolaney first joined TCV as Vice President, Growth Equity from 2011 to 2013 and rejoined in March 2020. Prior to rejoining TCV, Mr. Tolaney was a Deal Partner at Francisco Partners from 2016 to 2020 and Managing Director at PersonalizationMall.com from 2013 to 2016. Mr. Tolaney serves on the board of directors of Strava, Inc., a private company.

Key Expertise Provided to the Board:

Mr. Tolaney’s private equity expertise and focus on investing and operations to serve consumers and SMEs across digital platforms qualifies him to serve on our Board of Directors.

Skills and Expertise:

● Product Innovation

● M&A / Capital Allocation

● Subscription-based Business Models

● Financial Expertise

● Public Company Governance


6		2025 PROXY STATEMENT LegalZoom.com, Inc.

Continuing Directors

LOGO

Age Director Since

53 2021

Committees:

Audit Committee

Compensation Committee

Other Current Public Company Directorships:

Hasbro, Inc. (Nasdaq: HAS)

Previous Public Company Directorships:

None

Education:

B.S.E., Civil Engineering and

Operations Research, Princeton

University

M.B.A, Harvard Business School

Elizabeth Hamren

Elizabeth (Liz) Hamren has served as Chief Executive Officer of Ring, Inc., the smart doorbell and home security technology company acquired by Amazon, Inc., since March 2023. Previously, Ms. Hamren served as Chief Operating Officer of Discord Inc., a private company providing voice, video and text communication services, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren was Corporate Vice President for Gaming Experience & Platforms at Microsoft Corp., a multinational technology corporation, from May 2018 to December 2021, where she ran product and engineering for Xbox’s consumer products and services including Game Pass, all Xbox hardware and platform software, and PC experience, and as Corporate Vice President, Devices at Microsoft from March 2017 to April 2018. Prior to joining Microsoft, Ms. Hamren was Head of Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.) from August 2015 to March 2017, and was Vice President of Marketing at Dropcam, Inc. from November 2012 to October 2014. She has previously held executive roles at Plantronics, Jawbone, and OQO, Inc.

Key Expertise Provided to the Board:

Ms. Hamren’s executive leadership experience in digital products and marketing, including significant experience launching industry-defining and subscription-based technology with a focus on customer solutions, along with her knowledge of the technology industry, qualifies her to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● Product Innovation

● Go-to-Market

● Subscription-based Business Models

● Human Capital Management

● Risk Assessment and Management

● Public Company Governance


LegalZoom.com, Inc. 2025 PROXY STATEMENT		7

LOGO

Lead Independent Director

Age Director Since

56 2021

Committees:

Audit Committee, Chair

Nominating Committee

Other Current Public Company Directorships:

Pure Storage, Inc. (NYSE: PSTG)

Roper Technologies, Inc. (Nasdaq:

ROP)

Previous Public Company Directorships:

None

Education:

B.S., Accounting, Fordham

University

M.B.A, Marshall School of

Business, University of Southern

California

John Murphy

John Murphy has served as our Lead Independent Director since July 2024. He served as the Executive Vice President and Chief Financial Officer of Adobe Inc., a multinational computer software company, from April 2018 until October 2021, and served as Adobe’s Senior Vice President, Chief Accounting Officer and Corporate Controller from March 2017 until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 to August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV, he worked at several global companies, including Experian, Nestlé, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. He served on the board of directors of DirecTV Holdings LLC, a private company, from November 2007 until August 2014.

Key Expertise Provided to the Board:

Mr. Murphy’s background in the technology sector, as well as extensive experience in finance and accounting and experience leading initiatives to scale organizations and re-imagine processes using cutting-edge technologies, qualifies him to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● M&A / Capital Allocation

● Subscription-based Business Models

● Human Capital Management

● Financial Expertise

● Risk Assessment and Management

● Public Company Governance


8		2025 PROXY STATEMENT LegalZoom.com, Inc.

LOGO

CEO & Chair of the Board

Age Director Since

51 2014

Committees:

None

Other Current Public Company Directorships:

None

Previous Public Company Directorships:

Autoweb, Inc. (Formerly Nasdaq:

AUTO)

Education:

B.S., Psychology, Philosophy and Cognitive Science, Tufts University

M.Sc., Cognitive Science, Brown

University

Honorary Doctorate of Business,

Pepperdine University

Jeffrey Stibel

Jeffrey Stibel has served as our Chief Executive Officer since July 2024, Chair of our Board since October 2018 and on our Board of Directors since October 2014. Mr. Stibel has been a partner of Bryant Stibel & Company, an investment and strategic advisory platform, since January 2013. Mr. Stibel also serves as a member of the board of directors of a number of privately held companies and non-profit entities. He was previously a USA Today columnist and author of The New York Times bestseller Breakpoint (Macmillan: 2013) and Wired for Thought (Harvard Business Press: 2009). Mr. Stibel served as the President, Chief Executive Officer and Chairman of the Dun & Bradstreet Credibility Corporation from July 2010 to July 2015, and as Vice Chairman of Dun & Bradstreet Corporation from July 2015 to March 2018. Prior to that, Mr. Stibel was President and Chief Executive Officer of Web.com, Inc.

Key Expertise Provided to the Board:

Mr. Stibel’s knowledge of online technology companies and successful track record of growing and building businesses gained through his experience as Chief Executive Officer and other leadership positions qualifies him to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● Product Innovation

● M&A / Capital Allocation

● Go-to-Market

● Subscription-based Business Models

● Human Capital Management

● Financial Expertise

● Risk Assessment and Management

● Public Company Governance


LegalZoom.com, Inc. 2025 PROXY STATEMENT		9

LOGO

Age Director Since

48 2022

Committees:

Compensation Committee, Chair

Nominating Committee, Chair

Other Current Public Company Directorships:

None

Previous Public Company Directorships:

None

Education:

B.A., Political Science, University

of California, San Diego

J.D., Harvard Law School

Sivan Whiteley

As Chief Legal Officer and Corporate Secretary of Block, Inc. (formerly Square, Inc.), a global technology company with a focus on financial services, Sivan Whiteley oversaw a worldwide team that was responsible for the company’s legal, regulatory, public policy and communications, compliance, and security operations from December 2021 to February 2023. Ms. Whiteley first joined Block, Inc. in December 2013 and served as its Legal Director, then Associate General Counsel, as well as its General Counsel and Corporate Secretary from March 2018 to November 2021. Prior to joining Block, Inc., Ms. Whiteley served as Associate General Counsel at Better Place, Inc., as Commercial and Product Counsel at eBay Inc., and was a litigator at Bingham McCutchen LLC.

Key Expertise Provided to the Board:

Ms. Whiteley’s legal, regulatory and compliance experience and her work with small business providers, as well as her experience with corporate governance in her former role as Chief Legal Officer at Block, Inc., qualifies her to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● M&A / Capital Allocation

● Risk Assessment and Management

● Public Company Governance

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.

LOGO

Our Board unanimously recommends a vote “FOR” the election to the Board of Directors of each of the Class I director nominees.


10		2025 PROXY STATEMENT LegalZoom.com, Inc.

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:

Audit

Committee

Compensation

Committee

Nominating

Committee

Nathan Gooden

●

Elizabeth Hamren

●

John Murphy

●

Neil Tolaney

●

Sivan Whiteley

●

Meetings in 2024


LegalZoom.com, Inc. 2025 PROXY STATEMENT		11


		Compensation Committee

		Chair: Sivan Whiteley Members: Nathan Gooden Elizabeth Hamren
		Duties and Responsibilities: The principal duties and responsibilities of our Compensation Committee include, among other things: • evaluating and approving the CEO terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans); • evaluating and approving executive officer terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans), with the assistance of the CEO; • periodically reviewing CEO and executive officer (with assistance from the CEO) goals and performance, and approving cash incentive pay, base pay adjustments and equity refreshes according to performance; • reviewing and approving incentive plan design, corporate performance goals for incentive plans and the achievement of those corporate performance goals; • reviewing and approving, or recommending that our Board of Directors approve, equity plans and policies or other non-cash incentive compensation; • reviewing and recommending to our Board the compensation of our directors; • selecting and retaining compensation consultants and outside service providers and advisors; • reviewing overall philosophies, practices and policies of employee compensation as they relate to risk management and risk-taking incentives; and • evaluating the efficacy of the Company’s compensation policy and strategy in achieving gender and racial pay parity, positive social impact and attracting and retaining a workforce with a diversity of personal background, perspective, age, skills and experience. Qualifications: The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements set forth by the Nasdaq listing standards. In addition, each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


		Nominating and Corporate Governance Committee

		Chair: Sivan Whiteley Members: John Murphy

		Duties and Responsibilities: The principal duties and responsibilities of our Nominating Committee include, among other things: • identifying, evaluating, and selecting, or recommending that our Board approve, nominees for election to our Board of Directors and its committees; • overseeing the Board’s committee structure and operations; • approving the retention of director search firms; • regularly considering the Board’s leadership structure, including whether the positions of Chair of the Board and CEO should be combined or separate; • reviewing and evaluating succession plans for our CEO and other executive officers; • considering potential conflicts of interest of officers and directors and reviewing and making determinations in accordance with the Company’s Code of Business Conduct and Ethics; • overseeing the annual evaluation of the performance of our Board of Directors and the Board’s committees; • evaluating the adequacy of our corporate governance practices and reporting; and • overseeing our environmental, social and governance policies and practices. Qualifications: The Board of Directors has determined that each member of the Nominating Committee meets the independence requirements set forth by the Nasdaq listing standards.


12		2025 PROXY STATEMENT LegalZoom.com, Inc.

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:

•

possessing relevant expertise upon which to be able to offer advice and guidance to management;

•

having sufficient time to devote to the affairs of the Company;

•

demonstrating excellence in his or her field;

•

having the ability to exercise sound business judgment;

•

experience as a Board member or executive officer of another publicly held company;

•

having a diverse skills, qualifications, perspective and experience; and

•

having the commitment to rigorously represent the long-term interests of the Company’s stockholders.

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.


LegalZoom.com, Inc. 2025 PROXY STATEMENT		13

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 investor@legalzoom.com 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.


14		2025 PROXY STATEMENT LegalZoom.com, Inc.

Risk Oversight

FULL BOARD OF DIRECTORS

Our full Board is responsible for overseeing the management of major risks facing the Company and the establishment and maintenance of processes and controls to manage these risks. In addition, our three standing committees regularly report to the full Board with updates on their areas of designated risk oversight responsibilities.



AUDIT COMMITTEE • Assist the Board in fulfilling its oversight responsibility relating to the Company’s major risk exposures. • Oversees the Company’s enterprise risk management (“ERM”) process; meets regularly with representatives of the Company’s ERM Committee and independent registered public accounting firm to discuss the Company’s ERM activities. • Oversees the Company’s cybersecurity risks. • Reviews and oversees policies related to the Company’s investments, cash and foreign exchange management and major financial risk exposures. • Monitors compliance with legal and regulatory requirements. • Responsible for reviewing and approving or disapproving any related party transactions.	COMPENSATION COMMITTEE • Reviews and oversees risks arising from our compensation policies and practices. • Ensures performance goals and incentive plan structure do not contribute to excessive risk taking by senior executives and employees. • Ensures we have appropriate practices and policies in place to support the retention and development of the talent necessary to achieve our business goals and objectives.	NOMINATING COMMITTEE • Oversees risks related to the composition and structure of the Board and its committees. • Review risks relating to our corporate governance practices. • Oversees our ESG policies and practices and any related risks. • Oversees the Company’s CEO and executive officer succession planning.

MANAGEMENT TEAM

Our management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, data privacy and financial risks.

We have a management-level ERM Committee, which includes our Chief Financial Officer and Chief Operating Officer, Chief Revenue Officer and Chief Information Officer and is chaired by our Chief Legal Officer. The ERM Committee meets monthly and is responsible for establishing and maintaining the Company’s ERM framework and identifying, assessing, managing and mitigating risks in all areas of the Company’s business. Our ERM Committee categorizes risks and, within each category, seeks to identify and remediate risks and promote monitoring and reporting across compliance functions. The Chair of the ERM Committee or her delegate reports at least semi-annually to the Audit Committee to provide updates concerning the risks facing the Company, along with updates regarding the mitigation and responsive activities underway to address such risks.

In addition, our Chief Information Officer and Director of Information Security report at least twice per year to the Audit Committee regarding cybersecurity and data privacy risk management processes and activities, and on the adequacy and effectiveness of the Company’s information security policies and practices and internal controls regarding information security. See “Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the SEC on February 26, 2025 for additional information.


LegalZoom.com, Inc. 2025 PROXY STATEMENT		15

Annual Board & Committee Evaluations

The Nominating Committee oversees an annual evaluation of the performance of the Board, including each committee of the Board. The evaluation process is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures.

Executive Sessions

In order to promote open discussion among independent directors, our Board holds regular executive sessions of independent directors, which sessions are chaired by our Lead Independent Director. Each standing committee of the Board also holds regular executive sessions without management present.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our corporate website at

https://investors.legalzoom.com

. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose amendments to our Code of Business Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on this website.

Corporate Governance Guidelines

Our Board has adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which our Board and its committees operate. These principles cover a number of areas, including the role of our Board of Directors, its composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, CEO evaluation, succession planning, annual Board assessments, Board committees, director orientation and continuing education and others. A copy of our Corporate Governance Guidelines is available on our website at

https://investors.legalzoom.com

Overboarding Policy

Our Corporate Governance Guidelines provide that directors may not serve on the board of more than four public companies, including our Board of Directors. In addition, directors who are executive officers of public companies may not serve on the boards of more than one other public company, in addition to our Board of Directors.

Insider Trading Policy & Anti-Hedging and Pledging Policy

We have an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and designated consultants. It is the Company’s policy to comply with applicable laws and regulations when engaging in transactions in Company’s securities. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form

10-K

for the year ended December 31, 2024 filed with the SEC on February 26, 2025.

In addition, our Insider Trading Policy specifically prohibits our directors and officers and members of their immediate families and households and such persons’ controlled entities from engaging in short sales, transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities, and hedging transactions. Our Insider Trading Policy also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or on our Compensation Committee.

Communications with Directors

Stockholders and other interested parties who wish to communicate with our Board or any individual director may send a written communication to the Board or such director c/o LegalZoom.com, Inc., 954 Villa Street, Mountain View, California 94041, Attn: Chief Legal Officer. The Chief Legal Officer will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations, or is unduly hostile, threatening or similarly inappropriate.

Certificate of Incorporation

Article V, Section C of the Company’s Amended and Restated Certificate of Incorporation provides that directors may be removed from office at any time, but only for cause so long as the Board is classified and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of the Company’s common stock entitled to vote generally at an election of directors. The Company will not enforce the definition of “cause” included in Article V, Section C of its Amended and Restated Certificate of Incorporation for the removal of directors.


16		2025 PROXY STATEMENT LegalZoom.com, Inc.

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.


LegalZoom.com, Inc. 2025 PROXY STATEMENT		17

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


18		2025 PROXY STATEMENT LegalZoom.com, Inc.

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.



Annual Board Service Retainer

All Eligible Directors:		$35,000

Non-Executive Chair of the Board (if any):		$85,000 (inclusive of annual Board service retainer)

Lead Independent Director (if any):		$51,500 (inclusive of annual Board service retainer)

Annual Committee Member (non-Chair) Service Retainer

Audit Committee:		$10,000

Compensation Committee:		$7,500

Nominating Committee:		$5,000

Annual Committee Chair Service Retainer (Inclusive of Committee Member Service Retainer)

Audit Committee:		$20,000

Compensation Committee:		$15,000

Nominating Committee:		$10,000

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


LegalZoom.com, Inc. 2025 PROXY STATEMENT		19

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.”


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)		Total ($)

Elizabeth Hamren		49,167		178,548		—		227,715

Nathan Gooden⁽⁴⁾		6,058		308,673		—		314,731

John Murphy		67,615		178,548		—		246,163

Neil Tolaney⁽³⁾

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