UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

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

 

LENDINGTREE, 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 the appropriate box):

 

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.
   
   
 
 

 

Notice of 2023 Annual
Meeting of Stockholders

 

AGENDA ITEM

BOARD

RECOMMENDATION

FOR MORE
INFORMATION
 

Annual Meeting of Stockholders

June 21, 2023

11:00 a.m. Eastern Time

Virtual Meeting via Live Webcast:

www.virtualshareholdermeeting.com/TREE2023

1.      To elect nine members of our Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors)

FOR

(all nominees)

 

Page 20  
2.     Advisory vote to approve LendingTree’s executive compensation (say on pay)

FOR

 

Page 28
   
3.     Advisory vote on the Frequency of Say on Pay Votes

1 YEAR

 

Page 54    
4.     To approve the LendingTree, Inc. 2023 Stock Plan

FOR

 

Page 55    
5.      To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm FOR Page 61
   

 

Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this proxy statement, we have not received notice of any such matters.

 

HOW TO VOTE

 

At the Virtual meeting

Mail

Your vote is important. Please vote as promptly as possible.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 21, 2023 (the “Meeting”): Both the proxy statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available electronically at: www.proxyvote.com 

Attend the Annual Meeting at www.virtualshareholdersmeeting.com/TREE2023

(using the 16-digit control number included on your proxy card or voting instruction form)

 

Please mail your completed proxy card or voting instruction form following the instructions provided therein

 

Telephone

Internet

Instructions provided in your proxy card or voting instruction form

Instructions provided in your proxy card or voting instruction form

 

2023 Virtual Annual Stockholder Meeting

The meeting will be a virtual annual meeting. You will not be able to attend the meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions prior to the meeting by visiting www.virtualshareholdermeeting.com/TREE2023. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 21, 2023. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in process or meeting time, please call 844-986-0822 / International: 303-562-9302 on the meeting date. Technical assistance will be available through the conclusion of the Annual Meeting.

 

Our Board of Directors has set April 24, 2023, as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

 

Notice

 

We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about May 1, 2023. This Notice informs those stockholders how to access our Proxy Statement and our 2022 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

 

 

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investors.lendingtree.com. The questions and answers will remain available until LendingTree’s 2024 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

 

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held on June 21, 2023: Copies of the Proxy Statement and of our annual report for the fiscal year ended December 31, 2022 are available by visiting the following website: www.proxyvote.com.

 

 

Lisa M. Young

Corporate Secretary

 

 

 

May 1, 2023

 

Dear Fellow LendingTree Stockholders:

 

Introduction

 

Our business was tested in 2022, in perhaps one of the most difficult operating environments we have faced in our history as a public company. Significantly higher interest rates weighed heavily on mortgage activity while the impact of persistently high inflation decreased the advertising budgets of our insurance carrier partners. Despite those challenges, we believe our performance this past year proves we have built a durable business that can successfully navigate a very difficult economic cycle, while also enabling us to invest for the future.

 

2022 in Review

 

The diversification of our company combined with a strong balance sheet and prudent expense management produced $84.5 million of Adjusted EBITDA for the year. We were able to achieve this while maintaining investment in our discrete growth initiatives, which we believe have potential to significantly increase the lifetime value of our customers and improve the long-term margin profile of our company.

 

Last year our total revenue declined 10% versus 2021. Higher interest rates caused significant pressure on mortgage origination volumes, both for purchase and refinance transactions. Total US mortgage originations in 2022 were $2.75 trillion, a 39% decline from $4.51 trillion in 2021. Our Home segment revenue declined 34%, with the second half of the year more impacted than the first based on the timing of interest rate increases. Profit in Home declined 33%, displaying structurally sound margins despite the tumultuous environment. We believe the ability to sustain positive unit economics through a period of such stress speaks to the strength of our Home segment and its position as a market leader for our consumers and partners looking for new mortgage loans.

 

Our Insurance segment revenue declined 8% year-over-year as higher losses at our partner carriers, primarily driven by inflationary impacts, caused declines in profitability which in turn suppressed marketing budgets. Margin compression led to segment profit declining 19%, although the team implemented a series of operational changes in the second half of the year that allowed margins to recover in the fourth quarter.

 

Our Consumer segment performed well despite the various economic headwinds, growing revenue by 20% primarily driven by strength in our Personal Loan and Small Business verticals. Segment profit was up 22% due to the mix shift of revenue towards higher margin products. We believe the work we are doing to improve the logged-in experience for consumers in the MyLendingTree app will most benefit the Consumer segment initially, and we look forward to providing updates of the progress we are making this year.

 

Community Outreach

 

In 2022, The LendingTree Foundation (“The Foundation”) used the structure of angel investing in emerging social impact organizations as a guide and embraced relational philanthropy versus transactional. The Foundation learned that it could move the needle by treating its non-profit partners as businesses and teaching capacity building skills to grow impact. The Foundation finished year two of the inaugural three-year LendaHand Alliance Cohort by providing a total of $1.25 million in unrestricted funding to 10 Charlotte area non-profits. The Foundation continued to learn that a collaborative cohort model and capacity building services are key to long term growth of emerging non-profit organizations. The Foundation provided support through collaboration space, fundraising training, and threw its first Pitch Party in 2022. The Pitch Party gave the cohort an opportunity to pitch their organization’s mission and fundraising goals to over 30 funders face-to-face in the hopes of making mutually beneficial connections. The Foundation continued its investment in potential future cohort members with community impact grants totalling $175,000 to six local Charlotte non-profits.

 

Our employees continued to be change makers in the communities where they live and work. The Foundation donated over $22,000 through its Dollars-for-Doers volunteer program and matched over $79,000 in LendingTree employee donations.

 

In support of The Foundation’s 2021 investment of $2.5M in the Housing Impact Fund, The Foundation engaged LendingTree Corporate Philanthropy to support the community of Lake Mist Apartments (“Lake Mist”) through corporate and employee donations of needed supplies such as diapers, wipes, formula, and food. LendingTree employees donated full backpacks for Lake Mist children at the beginning of the school year and held a holiday festival for the Lake Mist tenants in December.

 

Finally, The Foundation continued to make a long-term commitment to supporting artistic learning, growth, and expression in the community. In addition to The Foundation’s three-year investment in the Charlotte Arts Infusion Fund, LendingTree Corporate Philanthropy continued to support local artists through corporate funding of initiatives such as I am Queen Charlotte, Brooklyn Collective, and Stories in Color through the Charlotte Children’s Theatre.

 

Our 2023 Plans

 

Looking forward the company is energized by the initiatives we are executing on in 2023. Our focus on becoming the premiere digital ally for consumers, to help them win financially, drives much of our day-to-day work. During the first quarter of this year, we announced the launch of the LendingTree Win Card, our first branded consumer credit offering in partnership with Upgrade. We spent a significant portion of last year speaking with thousands of consumers, identifying key financial problems that most burdened them. This input led to designing a number of unique features for the Win Card, which offers a cashback incentive tied to regular usage of our MyLendingTree logged-in experience. We look forward to sharing more milestones in coming quarters as we build a destination for our customers to get timely advice on how to improve their financial lives, which is more relevant to them now than ever.

 

 

We know the current environment of higher interest rates and persistently strong inflation will present challenges to revenue growth this year. These macroeconomic headwinds must be factored into how we run the business. Management remains focused on operating expenses as a key lever of profitability that is entirely within our control. To that end, we completed an expense rationalization at the end of the first quarter this year that resulted in a 13% reduction in our workforce, providing necessary savings while maintaining our focus on growth goals.

 

Our balance sheet allows us to continue to manage the business from a position of strength. We ended 2022 with $299 million of cash, well in excess of any potential working capital needs. In the first quarter we used $156 million of cash to repurchase $191 million of our July, 2025 convertible notes at an attractive discount to par to de-lever our capital structure. As we move through the year, we plan to remain opportunistic with our cash reserves to responsibly address future debt maturities.

 

Concluding Remarks

 

As a management team, we are committed to running the business as efficiently as possible through this period of supressed revenue growth. Due to the underlying strength of our brand and diversification benefits inherent in our business, we maintain the resources to invest in our targeted growth initiatives. Our overarching mission is to become the premiere destination for consumers shopping for financial services, helping them win as we lead with an exceptional breadth of partners and products to meet any of their needs.

 

Thank you all for your continued support of our Company and the work we do together.

 

 

Douglas Lebda

 

 

Chairman and Chief Executive Officer

LendingTree, Inc.

 

 

Table of Contents 

     
Proxy Summary 2
  2022 Performance Highlights 3
  Board Highlights 3
  Executive Compensation Highlights 5
  Stockholder Engagement 6
Certain Relationships and Related Transactions 7
Related Person Transaction Policy 8
Corporate Governance 9
  Corporate Governance Practices 9
  Board of Directors Responsibilities and Structure 9
  Director Independence 11
  Qualifications of Directors 11
  Stockholder Recommendations of Director Candidates 12
  Board Evaluation Process 12
  Board Committees and Charters 12
  Compensation Committee Interlocks and Insider Participation 13
  Stockholder Engagement Process 13
  Corporate Social Responsibility
14
Proposal No. 1: Election of Directors 20
  Our Board Nominees 20
Director Compensation 25
  Overview of Our Compensation Program for Non-Employee Directors 25
  Director Stock Ownership Guideline 26
  Director Compensation Table 26
  Outstanding Equity Awards for Directors at Fiscal Year-End 2022 27
Proposal No. 2: Advisory Vote to Approve Executive Compensation 28
Compensation Committee Report 29
  Compensation Discussion and Analysis 29
Executive Compensation Tables  43
  Fiscal 2022 Summary Compensation Table 43
  Grants of Plan-Based Awards During Fiscal 2022 44
  Outstanding Equity Awards at Fiscal 2022 Year-End 45
  Option Exercises and Stock Vested During Fiscal 2022 46
  Pension Benefits 46
  Non-Qualified Deferred Compensation 47
  Potential Payments Upon Termination of Employment or Change in Control 47
  CEO Pay Ratio 50
  Pay-Versus-Performance
51
Proposal No. 3: Advisory Vote on the Frequency of Say on Pay votes 54
Proposal No. 4: Approval of the LendingTree, Inc. 2023 Stock Plan
55
Proposal No. 5: Ratification of Selection of Independent Registered Public Accounting Firm 61
Audit Committee Report 62
Stock Ownership Information 63
  Security Ownership Table 63
Information About the Meeting, Voting & Proxies 65
Appendix A – Information Regarding Non-GAAP Financial Measures A-1
Appendix B – LendingTree, Inc. 2023 Stock Plan B-1

 

LENDINGTREE 2023 Proxy Statement      1
 

 

 

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

 

We have first released this proxy statement to LendingTree stockholders beginning on May 1, 2023.

 

ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time 

June 21, 2023 at 11:00 a.m. Eastern Time 

Place 

www.virtualshareholdermeeting.com/TREE2023 

Record Date 

April 24, 2023 

 

You are entitled to vote if you held LendingTree stock on the record date. Holders of our common stock are entitled to one vote per share.

 

AGENDA

 

Proposal

Board 

Recommendation 

For More 

Information 

1. Election of nine directors

FOR 

(all nominees) 

Page 20
2. Advisory vote on LendingTree’s executive compensation    FOR Page 28
3. Advisory vote on the Frequency of Say on Pay votes ONE YEAR Page 54
4. Approval of the LendingTree, Inc. 2023 Stock Plan FOR Page 55
5. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm FOR Page 61

 

LENDINGTREE 2023 Proxy Statement      2

 

2022 Performance Highlights

 

In fiscal 2022, revenue declined 10% versus the prior year due to the combined impact of significantly higher interest rates and historically high levels of consumer price inflation.

 

Our Home segment experienced a 34% revenue decline as the average 30-year mortgage rate during 2022 increased to 5.33% as compared to 2.96% in 2021, which significantly reduced overall demand for new mortgage loans.  Our Insurance segment endured a full year of tepid demand from our carrier partners for new policyholders, as inflation across the auto parts and repair supply chain led to a spike in losses across the insurance industry. Revenue for this business declined 8%, while segment profit declined 19%. The recovery in our Consumer segment continued with revenue up 20% and segment profit improving by 22% year-over-year. Personal loans and small business verticals were the standout performers in the Consumer segment, while the credit card business continued to lag as competition for new consumers has intensified.

 

See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

 

Board Highlights

 

Our Board of Directors is committed to maintaining an effective team of directors, which includes a commitment to diversity. The Nominating and Governance Committee considers the extent to which director nominees possess diverse qualities that make us able to respond most appropriately to our stockholders and customers.

 

BOARD OVERVIEW

 

The following charts reflect the tenure and age of the nominees for our Board of Directors as of the date of this proxy statement:

 

 

 

BOARD DIVERSITY MATRIX

 

The following matrix is provided in accordance with applicable Nasdaq listing requirements:

 

Board Diversity Matrix (as of May 1, 2023)
Total Number of Directors 9
  Female Male Non-Binary Did Not Disclose Gender
Part I: Gender Identity:
Directors 2 7 - -
Part II: Demographic Background:
South Asian 1 - - -
Hispanic or Latinx - 1 - -
White 1 6 - -

 

LENDINGTREE 2023 Proxy Statement      3

 

EXPERIENCE AND EXPERTISE

 

The following chart reflects the experience and expertise of the nine nominees for our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

 

FOUNDERS OF COMPANIES

4 director nominees 

TRANSACTIONS AND INVESTMENTS 

7 director nominees 

FINANCIAL MATTERS 

8 director nominees 

CURRENT/FORMER CEO 

6 director nominees

 

PLATFORM AND
DIGITAL MARKETING
EXPERTISE 

5 director nominees  

PUBLIC POLICY/GOVERNMENT RELATIONS 

3 director nominees 

 

BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

 

The following table provides summary information about each director nominee, including current committee memberships.

 

            Committee Memberships (1)
DIRECTOR NOMINEE AGE DIRECTOR 
SINCE
PRINCIPAL OCCUPATION OTHER
PUBLIC
COMPANY
BOARDS
INDEPENDENT AUDIT COMPENSATION NOMINATING AND
CORPORATE 
GOVERNANCE
TRANSACTIONS
Gabriel Dalporto 51 2017 Former Chief Executive Officer    0      
Thomas M. Davidson, Jr. 51 2017 Executive Vice President of Blackbaud and President of EverFi 0     c
Mark Ernst 64 2022 Managing Partner of Bellevue Capital LLC, 1      
Robin Henderson 53 2014 Senior Director, Private Capital Group, of RXR Realty 0    
Douglas Lebda (Chairman of the Board of Directors) 53 2008 Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc. 0         c
Steven Ozonian
(Lead Independent
Director)
67 2011 CEO of the Williston Financial Group 1 c c    
Diego Rodriguez 53 2022 Technology Leader and Former Chief Product Officer, Intuit 1      
Saras Sarasvathy 64 2015 Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business 0      
G. Kennedy Thompson 72 2017 Former Partner of Aquiline Capital Partners 2  
      Number of meetings in fiscal 2022     4 6 4 4

 

  (1) “C” indicates a committee chair.

 

LENDINGTREE 2023 Proxy Statement      4

 

Executive Compensation Highlights

 

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

 

What we do     What we don’t do
Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary).   × No excise tax gross-up.
Maintain stock ownership guidelines of 5x annual retainer for our independent directors.   × No supplemental company paid retirement benefits.
Maintain compensation recovery (“clawback”) policies covering the time- and performance-based cash and equity incentive compensation paid to our executive officers.   × No repricing of stock options without stockholder approval.
Expressly prohibit payment of dividends on unvested equity awards.   × No granting of discounted or reload stock options.
Tie a significant portion of named executive officers’ (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation.   × No guaranteed annual salary increases or bonuses.
Grant performance-based equity incentive awards to our CEO with challenging performance hurdles.   × Provide a CEO long-term equity award sooner than the intended front-load period that ends at the end of 2023 (excludes RSUs granted to Mr. Lebda as payment in lieu of cash bonuses).
Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.      

 

Our executive compensation programs are focused on aligning pay with performance:

 

  - Our CEO’s and NEO’s annual bonus award program and long-term equity awards are designed to encourage outstanding executive performance and to be aligned with stockholder interests.

 

  - Our CEO’s salary and bonus target have not increased since fiscal 2017, and our CEO’s salary will not increase in fiscal 2023 based on the terms of his employment agreement.

 

  - Our CEO did not receive an annual bonus in 2022 due to Company performance. Our CEO’s 2022 annual bonus was tied to company performance and to his individual performance which includes oversight of our divisions, and an annual bonus was not granted due to our company underperformance. In addition, our CEO’s 2021 annual bonus was paid as a grant of restricted stock units (“RSUs”) with a one-year cliff vest in place of a cash bonus.

 

  100% of the December 2020 CEO Grants pursuant to the 2020 CEO Employment Agreement (as defined below) were highly performance-based and were not earned during 2022:

 

  The December 2020 CEO Grants, which were described in previous proxy statements as a 2020 pay decision, reflect the entirety of our CEO’s long-term incentive compensation through December 2023. Our CEO was not granted any additional long-term incentive awards in 2021 or 2022 and will not receive any additional long-term incentive awards in 2023. The December 2020 awards are viewed by the Company as compensation for fiscal 2021–2023, rather than as part of the 2020 CEO compensation program. The Compensation Committee has no intention of changing the front-load award, modifying any of the performance conditions or the exercise price, or making a new long term incentive grant prior to 2024.

 

  30% of the December 2020 CEO Grants were stock options that had a 25% premium exercise price of $300 at the time of grant (closing price on 12/03/2020 grant date was $239.47).

 

  70% of the December 2020 CEO Grants were stock options that (a) had a 25% premium exercise price of $300 when granted, and (b) are only earned if there is future achievement of stock price increases between 81% and 191% above the share price on the date of grant. The current stock price is considerably lower than the grant price, and these underwater premium priced options and stock price-contingent options were not amended in 2021 or 2022. As a result, the option design ensures that our stockholders will earn substantial return before our CEO could realize value from the exercise of the options.

 

  The December 2020 CEO Grants have a truly long-term and performance-based orientation, as these awards do not fully vest for six years and have a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise.

 

LENDINGTREE 2023 Proxy Statement      5

 

  During fiscal 2021, we implemented a stock ownership policy for our executives. Under the policy, our NEOs are required to maintain minimum beneficial ownership of our stock equal to 6x of base salary for our CEO and 1.5x-3x of base salary for our other NEOs. The non-employee directors also have an ownership guideline of 5x their annual Board cash retainer.

 

  During fiscal 2021, we implemented a clawback policy. Additionally, in 2023, we are adopting additional recovery provisions in the 2023 Stock Plan (as described further on page 55), under which the Committee has the discretion to recover time- and performance-based equity and cash incentive compensation paid to our executive officers, including the NEOs, if the compensation would not have been earned based on a material restatement of our financial statements within the prior three years.

 

Stockholder Engagement

 

At LendingTree, we strive to engage with stockholders on a consistent basis to better understand their perspectives and concerns. We hold Investor Days, develop investor outreach programs, and have direct communication channels with stockholders. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy, and executive compensation. Stockholders may at any time communicate with any of our directors by emailing us at legal@lendingtree.com.

 

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 9 of this proxy statement for more detail about our stockholder engagement program.

 

Note about Forward-Looking Statements

 

This proxy statement contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

 

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this proxy statement may not prove to be accurate. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.’s management as of the date of this proxy statement. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

 

LENDINGTREE 2023 Proxy Statement      6

 

 

 

 

In 2017, our Audit Committee approved a relationship with EverFi, Inc. pursuant to which EverFi, Inc. would provide financial literacy digital learning courses in communities where the Company operates as part of the Company’s community outreach and philanthropic efforts. The Company’s financial commitment to EverFi, Inc. was $225,000 for each of 2017 and 2018. In 2019, the agreement with EverFi, Inc. was amended to (i) continue the Company’s financial commitment through July 2022 in an amount up to $250,000 per year, and (ii) utilize EverFi, Inc.’s suite of online compliance training programs for the Company’s employees through March 2022 for $30,000 per year. In 2020, the agreement with EverFi, Inc. was further amended to (i) include COVID safety training resources for Company employees through September 2023 for $5,000 for year one, $5,150 for year two, and $5,305 for year three, and (ii) creating single sign on access for Company employees and expanding access to training materials through October 2023 for $42,757 per year. In May 2022, the EverFi, Inc. agreement was further amended to extend the compliance training programs for Company employees through April 2025 for $30,000 per year. At the end of July 2022, the Company’s sponsorship program offering financial literacy and digital learning courses in communities where the Company operates for up to $250,000 per year expired and was not renewed. Amendments to the initial EverFi, Inc. agreement were approved by our Audit Committee. EverFi was purchased by Blackbaud, Inc. in December of 2021. Mr. Davidson, a director, was the co-founder of and previously served as the Chief Executive Officer of EverFi, Inc. Mr. Davidson now serves as Executive Vice President of Blackbaud and President of EverFi.

 

In 2017, our Audit Committee approved a relationship with ATTOM Data Solutions, LLC (f/k/a Renwood Realty Trac, LLC) (“ATTOM”) pursuant to which ATTOM would license data to the Company for $11,000 per month for a period of eighteen months. Later in 2017, the agreement with ATTOM was amended to expand the licensed data that the Company would receive for an additional $70,500 per year. In 2018, the agreement with ATTOM was further amended to (i) extend the term for a period of eighteen months, and (ii) reduce the monthly fee to $9,583 per month. In 2020 and 2021, the agreement was amended to extend the term. In September 2021, the agreement was further amended to provide for additional licensed data at a cost of $11,000 per month; this amendment was terminated in 2022. Amendments to the initial ATTOM agreement were approved by our Audit Committee. Mr. Ozonian, a director, sits on the Board of ATTOM.

 

In fiscal 2022, we paid total compensation of $410,021, which is comprised of base salary, cash incentive compensation and equity awards, to Megan Greuling.  For fiscal 2023, Ms. Greuling’s annual salary is $150,000, and she has a target bonus of 30% of her annual salary. She also received 2,500 restricted stock units in March 2023. Ms. Greuling is the spouse of our CEO and is our Vice President, Head of Corporate Communications.

 

LENDINGTREE 2023 Proxy Statement      7

 

 

 

 

Our Board of Directors has adopted a written policy setting forth the procedures we undertake while reviewing and approving related person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which our common stock may then be listed.

 

Under the policy, “related person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest.

 

Under the policy, all related person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.

 

LENDINGTREE 2023 Proxy Statement      8

 

 

 

 

  

Corporate Governance Practices 

LendingTree is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:

 

Board Practices, Composition, Accountability and Independence   Alignment with Stockholder Interests

    89% of our director nominees are independent. 

    Strong lead independent director with well-defined role. 

•    Annual election of directors. 

    Majority vote for director elections. 

    Two of our directors are female. 

    Two of our directors self-identify as racially/ethnically diverse. 

•    Annual Board and committee evaluations. 

 

•   One vote per share. 

•   Not a controlled company. 

•   Do not require supermajority vote to amend charter or bylaws. 

•   Executive compensation is focused on pay for performance. 

•   Stock ownership guidelines for directors and executive officers.

     

Board of Directors Responsibilities and Structure

 

ROLES

 

Our Board of Directors acts as an agent of LendingTree’s stockholders by closely monitoring the performance of LendingTree’s management. The Board of Directors primarily:

 

Assesses LendingTree’s financial and corporate governance performance to determine whether LendingTree’s policies and practices create value for LendingTree’s stockholders.   Approves significant acquisitions, divestitures and investments and associated financing, employee retention and compensation arrangements.   Oversees the determination of compensation, benefit and related plans, policies and agreements to be submitted to the stockholders for final approval.

 

The Board’s Role in Strategy

 

Board Role in Risk Oversight

 

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us. Management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding cybersecurity, marketing, operations, finance and business development as well as the risks associated with each. In addition, our Board of Directors discusses with management our strategies, key challenges, and risks and opportunities and receives a report on Sarbanes-Oxley compliance on at least an annual basis.

 

While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, risk assessment, risk management, information security, and cyber security. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with board organization, membership and structure, ethics and compliance, succession planning for our directors, and corporate governance.

 

Our full Board is responsible for overseeing material risks including risks relating to environmental or social matters, with the support of the Nominating and Corporate Governance Committee. 

 

LENDINGTREE 2023 Proxy Statement      9

 

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee levels (with our Lead Independent Director chairing the Audit Committee and Compensation Committee), with ultimate oversight by the full Board, as led by the Chairman and the Lead Independent Director.

 

Board Oversight

 

  Regularly review and discuss significant risks with management, including through strategic discussions and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, and presentations on specific risks.

 

  Consider regular reports from each committee regarding risk matters under its purview.

 

Audit Committee     Compensation Committee   Nominating and Governance Committee   Transactions Committee
               

   Maintains the integrity of our financial statements. 

   Assesses the effectiveness of our internal control over financial reporting. 

   Monitors the qualifications and independence of our independent registered public accounting firm. 

   Oversees the performance of our independent registered public accounting firm. 

   Ensures our compliance with legal and regulatory requirements. 

   Reviews cyber-security, data protection, and privacy policies.

   

   Annually reviews and approves the base salaries and incentive opportunities of our executive officers and assures compliance with associated regulatory requirements. 

   Periodically reviews and approves our executive officers’ incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and special or supplemental compensation or benefits. 

   Reviews and makes recommendations to the Board with respect to the compensation and benefits of directors. 

  Monitors the ongoing administration of stockholder-approved plans, policies and agreements. 

•   Gives an annual Compensation Committee Report. 

   Periodically reviews the Company’s management succession planning.

 

   Identifies, evaluates and recommends candidates for election to our Board of Directors. 

   Considers any director candidates recommended by our stockholders. 

   Oversees our corporate governance practices and procedures, including reviewing and recommending to the Board for approval any changes related to our corporate governance framework. 

   Reviews environmental, social and governance efforts that management has implemented to monitor and address the Company’s impact on environmental and social issues.

 

   Reviews and assesses, and assists the Board in reviewing and assessing, potential acquisitions, divestitures and investments. 

   Conducts periodic reviews of completed transactions.

 

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

 

Our Board of Directors may elect one of its members to be Chairman of the Board and may fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors determines is appropriate. The Chairman of the Board may be, but need not be, employed by the Company. The Chairman of the Board presides at and leads all meetings of the Board of Directors.

 

Mr. Lebda serves as our CEO and Chairman of our Board of Directors. Mr. Lebda is the founder of the Company and has served as our CEO and Chairman of our Board of Directors since our August 2008 spin-off from IAC/InterActiveCorp. Our Board of Directors believes that it is important to have a unified leadership vision which Mr. Lebda is uniquely positioned to provide. Our Board of Directors also believes that the Company is best served by a Chairman, like Mr. Lebda, who is actively involved with the Company and is therefore able to bring great depth of knowledge about the Company to the role.

 

In November 2016, the independent members of our Board of Directors designated Steven Ozonian to serve as Lead Independent Director. The Board of Directors determined that the Company would be well served by appointing a Lead Independent Director who is a non-employee and is independent (as such term is defined by the applicable rules of the Securities and Exchange Commission and Nasdaq Listing Rules). The Lead Independent Director serves as a liaison between the Chairman of the Board and the other directors and fosters free and open communication between the Board of Directors and management of the Company. The Lead Independent Director also assists the Chairman in reviewing and setting agendas for the Board of Directors meetings and in overseeing the effectiveness of the Board of Directors meetings. 

 

LENDINGTREE 2023 Proxy Statement      10

 

 

Role of Chairman of the Board   Role of Lead Independent Director
     
Mr. Lebda’s responsibilities as Chairman of the Board include:   Mr. Ozonian’s responsibilities and authority as Lead Independent Director include:
     

   Setting the agenda for Board of Directors meetings in consultation with the Lead Independent Director. 

   Serving as liaison between the Board and senior management. 

   Overseeing the annual board evaluation in consultation with the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee. 

   Being available to the Board of Directors to assume additional responsibilities, as may be requested from time to time. 

   Calling special meetings of the Board of Directors and stockholders.

 

 

   Presiding at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of non-executive directors, which occur at least quarterly. 

   Approving the agenda for Board of Directors meetings (in consultation with the Chairman of the Board) and the schedule for Board of Directors meetings, including to provide that there is sufficient time for discussion of all agenda items. 

   Ensuring the Board of Directors receives adequate and timely information. 

   Serving as liaison between the Chairman of the Board and the non-executive directors. 

   Overseeing the annual board evaluation in consultation with the Chairman of the Board and the Chair of the Nominating and Governance Committee. 

   Being available for consultations and communications with major stockholders upon request. 

   Calling executive sessions of the non-executive directors. 

 

BOARD OF DIRECTORS MEETINGS

 

The Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time as appropriate. The Board held eight meetings during fiscal 2022.

 

ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS

 

The Board of Directors expects that all directors will prepare for, attend and participate in all Board of Directors and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board of Directors.

 

During fiscal 2022, all then-current directors attended at least 77% of the aggregate number of meetings of the Board of Directors and the committees on which they served. Four of the then-serving directors, including Mr. Lebda, attended the 2022 virtual Annual Meeting of Stockholders. We encourage all directors to attend the 2023 virtual annual meeting.

 

Director Independence 

 

Under the Listing Rules of the Nasdaq Stock Market, our Board of Directors has a responsibility to make an affirmative determination that those members of our Board of Directors that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, our Board of Directors reviews information regarding transactions, relationships and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by the Listing Rules of the Nasdaq Stock Market.

 

Our Board of Directors has determined that each of Mr. Dalporto, Mr. Davidson, Mr. Ernst, Ms. Henderson, Mr. Ozonian, Mr. Rodriguez, Ms. Sarasvathy and Mr. Thompson is an independent director within the meaning of the applicable Nasdaq standards.

 

Qualifications of Directors 

 

Our Nominating and Corporate Governance Committee considers and recommends candidates for election to our Board of Directors as well as nominees for committee memberships and committee chairs to our Board of Directors. Each member of the Nominating and Corporate Governance Committee participates in the review of director candidates. The full Board of Directors makes final determinations on director nominees.

 

Our Board of Directors does not have specific requirements for eligibility to serve as a director of LendingTree. However, in evaluating candidates, regardless of how recommended, our Board of Directors considers whether the professional and personal ethics and values of the candidate are consistent with ours, whether the candidate’s experience and expertise would be beneficial to our Board of Directors in rendering its service to us, whether the candidate is willing and able to devote the necessary time and energy to the work of our Board of Directors and whether the candidate is prepared and qualified to represent the best interests of our stockholders.

 

In evaluating director candidates, the Chair of the Nominating and Corporate Governance Committee and other committee members may conduct interviews with certain candidates and make recommendations to the committee. Other members of our Board of Directors may also conduct interviews with director candidates upon request, and the Nominating and Corporate Governance Committee may retain, at its discretion, third-party consultants to assess the skills and qualifications of the candidates. Although our Board of Directors does not have a specific policy with respect to diversity, the Nominating and Corporate Governance Committee considers the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the overall effectiveness of our Board of Directors.

 

LENDINGTREE 2023 Proxy Statement      11
 

 

In identifying potential director candidates, the Nominating and Corporate Governance Committee seeks input from other members of our Board of Directors and executive officers, and may also consider recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will also consider director candidates recommended by other stockholders to stand for election at the Annual Meeting of Stockholders so long as such recommendations are submitted in accordance with the procedures described below under “Stockholder Recommendations of Director Candidates.”

 

Stockholder Recommendations of Director Candidates 

 

The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Corporate Governance Committee. Stockholders who wish to make such a recommendation should send the recommendation to legal@lendingtree.com. The subject line should read “Director Nominee Recommendation.” The recommendation must identify the sender as a stockholder, provide a brief summary of the candidate’s qualifications and experience, together with an indication that the recommended individual would be willing to serve (if elected).  The email must also be accompanied by evidence of the sender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and, if deemed appropriate, forwarded to the Chairman of the Board for further review. If the Chairman of the Board believes that the candidate fits the qualifications of a director described above, then the recommendation will be shared with the entire Board of Directors.

 

Board Evaluation Process 

 

Annually, our Board members complete an assessment of Board and Committee performance. This assessment typically includes an evaluation of topics covered by the Board during the year, Board culture and structure, Board processes, and information received by the Board during the past year.  The Nominating and Corporate Governance Committee, together with the Chairman and Lead Independent Director, oversees this process.

 

Board Committees and Charters 

 

The Board has delegated certain responsibilities and authority to its four standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

 

The Board currently has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Transactions Committee. Each committee has a charter that it reviews annually, making recommendations to our Board of Directors for any charter revisions that might be needed to reflect evolving best practices. The members of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent and appointed by the Board based on recommendations of the Nominating and Corporate Governance Committee. These committees have the opportunity to meet in closed session, without management present, during each committee meeting.

 

CURRENT MEMBERS   Audit Committee

Steven Ozonian (Chair)

Robin Henderson
G. Kennedy Thompson

 

NUMBER OF MEETINGS
HELD IN FISCAL 2022

 

4

 

 

The Audit Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at https://investors.lendingtree.com/governance-documents (not hereby incorporated by reference). The Audit Committee is appointed by our Board of Directors to assist our Board of Directors with a variety of matters described in its charter, which include (1) maintaining the integrity of our financial statements, (2) assessing the effectiveness of our internal control over financial reporting, (3) monitoring the qualifications and independence of our independent registered public accounting firm, (4) overseeing the performance of our independent registered public accounting firm, (5) ensuring our compliance with legal and regulatory requirements and (6) reviewing our cyber-security, data protection, and privacy policies.

 

Our Board has determined that each member of the Audit Committee is both independent (as defined under applicable Nasdaq listing standards and SEC rules related to audit committee members) and financially literate (as required by Nasdaq listing standards). The Board also has determined that each of Mr. Ozonian and Mr. Thompson qualifies as an “audit committee financial expert” as defined by SEC rules and has “financial sophistication” in accordance with Nasdaq listing standards.

 

The Audit Committee held closed sessions with our independent registered public accounting firm, PricewaterhouseCoopers LLP, during all of its regularly scheduled meetings in fiscal 2022. 

 

LENDINGTREE 2023 Proxy Statement      12
 

 

CURRENT MEMBERS   Compensation Committee(1)
     

Steven Ozonian (Chair)

 

G. Kennedy Thompson
Mark Ernst (2)

 

NUMBER OF MEETINGS
HELD IN FISCAL 2022

 

6

 

 

The Compensation Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at https://investors.lendingtree.com/governance-documents (not hereby incorporated by reference). The Compensation Committee is responsible for discharging the responsibilities of our Board of Directors relating to compensation of our Chief Executive Officer and our other executive officers and has overall responsibility for approving and evaluating all of our compensation plans, policies and programs as they affect our executive officers as well as complying with associated regulatory requirements. Additionally, the Compensation Committee is responsible for recommending compensation arrangements for non-employee directors. All of the members of the Compensation Committee are independent directors within the meaning of the applicable Nasdaq listing standards.

 

For more information on the responsibilities and activities of the Compensation Committee, including its processes for determining executive compensation, see the “Compensation Committee Report” and “Compensation Discussion and Analysis” below, particularly the discussion of the “Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations.”

 

Each member of the Compensation Committee is independent under Nasdaq listing standards. Each member is also a “Non-Employee Director,” as defined in SEC Rule 16(b)-3.

 

CURRENT MEMBERS   Nominating and Corporate Governance Committee

Thomas M. Davidson, Jr. (Chair)
Robin Henderson
Saras Sarasvathy

 

  The Nominating and Corporate Governance Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at https://investors.lendingtree.com/governance-documents (not hereby incorporated by reference). The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates for election to our Board of Directors and also has oversight over environmental and social governance, or ESG matters. Our Board has determined that each member of the Nominating and Governance Committee is independent, as defined under applicable Nasdaq listing standards.

NUMBER OF MEETINGS
HELD IN FISCAL 2022

 

4

 

 

CURRENT MEMBERS

 

 

Transactions Committee

 

Douglas Lebda (Chair)
Gabriel Dalporto
Thomas M. Davidson, Jr.
G. Kennedy Thompson

Diego Rodriguez(2)

 

 

The Transactions Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at https://investors.lendingtree.com/governance-documents (not hereby incorporated by reference). The Transactions Committee is responsible for reviewing and assessing, and assisting the Board in reviewing and assessing, potential strategic acquisitions, divestitures and investments, and related financing and strategies.

 

NUMBER OF MEETINGS
HELD IN FISCAL 2022

 

 

 

(1) Jennifer Witz was a member of the committee until her resignation on April 27, 2022.

 

(2) Mark Ernst and Diego Rodriguez joined the Board of Directors on April 27, 2022.

 

Compensation Committee Interlocks and Insider Participation 

 

The members of our Compensation Committee are Steven Ozonian, G. Kennedy Thompson, and Mark Ernst, all of whom satisfy the Nasdaq Stock Market listing requirements. With the exception of Mr. Ozonian who was an officer and employee of LendingTree from November 1, 2010 through March 31, 2011, no director who served on the Compensation Committee during fiscal 2022 has at any time been an executive officer or employee of LendingTree. In addition, no executive officer of LendingTree during fiscal 2022 served, or currently serves, on the board of directors or the compensation committee (or a functionally equivalent committee) of any entity that has one or more executive officers who serve on our Board or our Compensation Committee.

 

Stockholder Engagement Process 

 

At LendingTree, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We hold investor days, investor outreach programs and have direct communication channels between stockholders and the Board. Our Annual Meeting of Stockholders also provides an opportunity for further stockholder engagement. Stockholder feedback is shared with the Board and referenced during Board discussions. Where appropriate, we aim to incorporate feedback and information obtained through our stockholder engagement process into our decision-making.

 

LENDINGTREE 2023 Proxy Statement      13
 

 

INVESTOR OUTREACH

 

We engage with our stockholders and other prospective investors throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are:

 

  financial results;

 

  financial outlook;

 

  corporate strategy and priorities;

 

  key initiatives across various lines of business;

 

  executive compensation; and

 

  the health of the Company’s balance sheet and capital allocation philosophy.

 

We will continue to engage with our stockholders on a regular basis in order to understand their perspectives and incorporate their feedback, as appropriate, on our performance, business strategies, executive compensation programs and corporate governance practices.

 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

 

Stockholders may, at any time, communicate with any of our directors by emailing legal@lendingtree.com. The subject line should read “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such emails must identify the sender as a stockholder, provide evidence of the sender’s stock ownership, and clearly state whether the intended recipients are all members of our Board of Directors or a particular director or directors.

 

All communications received in accordance with these procedures will be reviewed by the Corporate Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include communications that:

 

  do not relate to the business or affairs of our Company or the functioning or constitution of our Board of Directors or any of its committees;

 

  relate to routine or insignificant matters that do not warrant the attention of our Board of Directors;

 

  are advertisements or other commercial solicitations;

 

  are frivolous or offensive; or

 

  are otherwise not appropriate for delivery to directors.

 

The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.

 

Corporate Social Responsibility and Environmental, Social and Governance Approach 

 

Corporate Social Responsibility is very important to LendingTree. In conducting our business, we strive to give back to the communities in which we work. Our Corporate Responsibility initiatives are generally overseen by our Head of Corporate Citizenship.

 

LENDINGTREE 2023 Proxy Statement      14
 

 

 

Our Environmental Footprint. We consider our environmental footprint whenever appropriate. We are committed to reducing the impact of our operations, and to using resources and materials thoughtfully.

 

The LendingTree Foundation.  Established in August 2017, The LendingTree Foundation is a private foundation created by LendingTree and exempt from federal income tax under Internal Revenue Code Section 501(c)(3). The LendingTree Foundation’s philanthropic mission is to amplify economic opportunities for individuals, businesses and communities through our LendaHand initiative and strategic community alignment that focuses on promoting empowerment and helping overcome obstacles, financial and otherwise, in areas that align with LendingTree’s core principles and the Foundation’s philanthropic pillars:

 

  - Financial Wellness

 

  - Entrepreneurship and Innovation

 

  - Homeownership

 

  - Upward Mobility

   

 

LENDINGTREE 2023 Proxy Statement      15
 

By leveraging our expertise and focusing on these areas, it is our belief that we can achieve the greatest impact to improve the lives of all, in these areas and beyond.





graphic

 

 

 

LENDINGTREE 2023 Proxy Statement      16
 

 

graphic


 

 

LENDINGTREE 2023 Proxy Statement      17
 

 

 

 

 

LENDINGTREE 2023 Proxy Statement      18
 

 

Human capital resources We are committed to investing in our employees and nurturing an entrepreneurial and dynamic work environment. We achieve this through dedication to our core principles which include:

 

  - Building truly outstanding products;

 

  - Being open and candid;

 

  - Acting with urgency and creativity;

 

  - Taking charge;

 

  - Setting goals and being accountable; and

 

  - Committing to excellence.

 

Most employees are stockholders of the Company, allowing them to take charge and have a direct impact on company choices. We provide individual, career and leadership development opportunities to strengthen skills. We have implemented strong policies and practices to foster a safe and inclusive workplace allowing employees to develop and reach their full potential, and although our employees hold many values in common, our leadership team actively works to attract, develop, and retain talent from a range of backgrounds and experiences in order to benefit from diverse perspectives. The Company and our employees are committed to helping our communities thrive through a variety of Corporate sponsored philanthropy and annual and ongoing community outreach efforts.

 

Data Privacy. We are committed to protecting consumer and employee information, and our Board of Directors and management team devote a significant amount of time and attention to data privacy. We endeavor to comply with applicable data privacy laws and regulations and have implemented procedures designed to assist in our compliance with such laws and regulations.

 

Board Oversight of Material Environmental and Social Governance (“ESG”) Risk. LendingTree takes into account considerations that affect all of our key stakeholders, including our stockholders, customers, employees, communities and regulators. The Nominating and Corporate Governance Committee, in consultation with the full board, has oversight over environmental and social governance, or ESG matters.

 

LENDINGTREE 2023 Proxy Statement      19
 

 

 

 

Our Board Nominees 

 

At the upcoming Annual Meeting, a board of nine directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors). Information concerning all director nominees appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by our Board of Directors.

 

   

Gabriel Dalporto 

Former Chief Executive Officer 

Director since: 2017 

Age: 51 

         

Committees: 

    Transactions Committee

 

 

Biography 

Mr. Dalporto served as the Chief Executive Officer of Udacity, Inc., a technology skills digital education platform, from August 2019 to October 2022. From August 2017 to February 2018, Mr. Dalporto also served as Executive Advisor to the Company. Prior to that, Mr. Dalporto held various positions within the Company, including serving as the Company’s Chief Financial Officer from June 2015 to August 2017, Chief Marketing Officer from April 2011 to June 2015, and President of Mortgage from March 2013 to June 2015. Before joining the Company, Mr. Dalporto served as Founder and Chief Executive Officer of Atomic Financial, Inc., a startup online investing platform, from January 2010 to April 2011. He served as Chief Marketing and Strategy Officer of Zecco Holdings, Inc., an online brokerage company, from January 2007 to December 2009. Mr. Dalporto served as Vice President at E*Trade Financial from August 2004 to November 2006 and as Vice President at JPMorgan Chase from September 2003 to July 2004. Additionally, Mr. Dalporto was elected as director of Guitar Center Holdings, Inc. in December 2018.

 

 

Relevant Expertise

 

Mr. Dalporto brings executive management, financial and capital markets experience, and in-depth digital marketing experience to our Board of Directors.

 

Other Public Company Boards
None.

 

   

Thomas M. Davidson, Jr. 

Executive Vice President of Blackbaud, Inc. and President of EverFi, Inc.
Director since: 2017 

Age: 51 

         

Committees: 

  Nominating and Corporate Governance Committee (Chair) 

 

  Transactions Committee

 

 

Biography

 

Mr. Davidson is the co-founder and served as Chief Executive Officer of EverFi, Inc., a software-as-a-service education technology company headquartered in Washington, D.C., from inception in 2008 to December 2021. EverFi was acquired by Blackbaud, Inc. in December 2021, and Mr. Davidson now serves as Executive Vice President of Blackbaud and President of EverFi. Prior to founding EverFi, Inc., Mr. Davidson was a venture capitalist at Village Ventures from 2007-2009 with a focus on early-stage technology companies in the education and social media spaces. From 1994 to 2000, Mr. Davidson served three terms in the Maine House of Representatives where he served as Chairman of the Utilities and Energy Committee and was a senior member of the Taxation Committee, the Banking and Insurance Committee and the Business and Economic Development Committee.

 

Mr. Davidson also serves on the board of DC Public Education Fund.

 

 

Relevant Expertise

 

Mr. Davidson brings technology expertise, executive management and government affairs experience to our Board of Directors.

 

Other Public Company Boards
None.

 

 

 

LENDINGTREE 2023 Proxy Statement      20
 

 

   

Mark Ernst 

Managing Partner of Bellevue Capital LLC 

Director since: 2022 

Age: 64 

         

Committees: 

  Compensation Committee

 

 

Biography 

Mr. Ernst has served as the Managing Partner of Bellevue Capital LLC, a private investment firm, since May 2018. Prior to joining Bellevue, Mr. Ernst served as Executive Vice President and Chief Operating Officer at Fiserv, Inc., a financial services technology company, from January 2011 to April 2018, where he had oversight responsibility for the major operating businesses and support organizations of the enterprise, with a focus on enterprise-wide quality improvement and product management efforts. Mr. Ernst previously served as Deputy Commissioner at the Internal Revenue Service from January 2009 to November 2010. Mr. Ernst served in various executive roles at H&R Block, Inc., including as Chairman, President and Chief Executive Officer from 2001 to 2007 and as Chief Operating Officer from 1998 to 2000. Prior to joining H&R Block, Mr. Ernst served in various executive roles at American Express Company. Mr. Ernst currently serves as the Chairman of the board of directors of the Financial Health Network, a consumer-focused financial services advocacy organization and is a director and officer of the Ernst Family Foundation. He serves on the board of Avantax, Inc. (formerly known as Blucora, Inc.) (NASDAQ: AVTA) and previously served on the boards of Fidelity National Information Systems, Inc. (NYSE: FIS), Great Plains Energy Incorporated (now Evergy NASDAQ: EVRG), Knight-Ridder Inc. (formerly NYSE: KRI) and SAIA, Inc. (NASDAQ: SAIA). Mr. Ernst received Bachelors’ degrees in finance and accounting from Drake University, where he is a member of the Board of Trustees, and an M.B.A. From the University of Chicago Booth School of Business, where he has served on its Advisory Board.

 

 

Relevant Expertise

 

Mr. Ernst brings extensive relevant industry and executive experience and knowledge to the Board, having spent 30 years in the financial services industry, including financial product management, operational, capital allocation and strategy development experience. Mr. Ernst also has significant experience leading merger and acquisition processes.

 

Other Public Company Boards
Avantax, Inc. (NASDAQ: AVTA)


 

 
   

Robin Henderson 

Senior Director, Private Capital Group, of RXR Realty
Director since: 2014 

Age: 53 

         

Committees: 

  Nominating and Corporate Governance Committee 

 

  Audit Committee 

 

Biography 

Ms. Henderson is Senior Director, Private Capital Group, of RXR Realty, which manages commercial real estate properties and investments with an aggregate gross asset value of approximately $20.8 billion, comprising approximately 26.5 million square feet of commercial properties, inclusive of a multi-family residential portfolio of approximately 7,100 units under operation or development. Ms. Henderson joined RXR in February 2010. She is responsible for sourcing institutional capital for both the company’s asset level joint ventures and discretionary funds. Since joining RXR, Ms. Henderson has led the effort in raising approximately $10 billion of equity. From May 1998 to December 2009, Ms. Henderson was with Wachovia Securities, ultimately serving as Vice President within Real Estate Corporate Finance with a focus in Real Estate Private Equity. 

 

Relevant Expertise

 

Ms. Henderson brings to our Board of Directors extensive real estate industry, finance and capital markets experience. Ms. Henderson also provides our Board of Directors with extensive executive and management experience.

 

Other Public Company Boards
None. 

         

 

LENDINGTREE 2023 Proxy Statement      21
 

   

Douglas Lebda 

Chairman and Chief Executive Officer of LendingTree, Inc.
Director since: 2008 

Age: 53 

     

Committees: 

  Transactions Committee (Chair)

 

 

Biography 

Mr. Lebda is our Chairman, Chief Executive Officer and a member of our Board of Directors and has served in such capacities since January 2008, when the Company was spun-off from IAC/InterActiveCorp. Previously, Mr. Lebda served as President and Chief Operating Officer of IAC/InterActiveCorp from January 2006 to August 2008. Prior to that, Mr. Lebda served as Chief Executive Officer, President and Chairman of the Board of Directors of LendingTree, LLC, which he founded in June 1996. Before founding LendingTree, Mr. Lebda worked as an auditor and consultant for PricewaterhouseCoopers.

 

 

Relevant Expertise

 

Mr. Lebda, as the founder of LendingTree, LLC, provides our Board of Directors with a vital understanding and appreciation of the Company’s business and history. His experience as Chief Operating Officer of IAC/InterActiveCorp, a large conglomerate of Internet companies, as well as his financial and accounting expertise, also qualify him to serve on our Board of Directors. Mr. Lebda also brings to our Board of Directors a valuable understanding of the role played by directors of publicly-held companies due to his prior service on the board of Eastman Kodak Company.

 

Other Public Company Boards
None.

 

   

Steve Ozonian 

Chief Executive Officer of the Williston Financial Group
Director since: 2011 

Age: 67 

     

Committees: 

   Audit Committee (Chair)

 

   Compensation Committee (Chair)

 

 

Biography

 

Mr. Ozonian currently serves as CEO of the Williston Financial Group and serves on its Board of Directors. He previously served as a member of our Board of Directors from August 2008 to November 2010. He resigned from the Board of Directors effective November 1, 2010 to join our company as Chief Executive Officer of its proprietary full service real estate brokerage business known as RealEstate.com, REALTORS®. In March 2011, we announced that we had finalized a plan to close all of the field offices of RealEstate.com and Mr. Ozonian resigned from his position as Chief Executive Officer of the division. Prior to his employment at our company, Mr. Ozonian served as the Chairman of the Board of Directors of Global Mobility Solutions, a global provider of human resources and real estate services. Mr. Ozonian has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential’s real estate and related businesses, CEO of Realtor.com and National Homeownership Executive for Bank of America.

 

Mr. Ozonian is a member of the Board of Directors of loanDepot, Inc. (NYSE: LDI) and Attom Data, a real estate data services company. Mr. Ozonian is also a member of the Board of Directors of Inside Real Estate, a real estate software services provider to the residential real estate industry. 

 

Relevant Expertise

 

Mr. Ozonian provides our Board of Directors with valuable large public company leadership experience and mergers and acquisitions expertise. He has significant executive experience and a deep understanding of the functions of a board of directors acquired through service as chairman of other corporate boards.

 

Other Public Company Boards 

loanDepot, Inc. (NYSE: LDI).

 

         
   

Diego Rodriguez 

Technology Leader and Former Chief Product Officer, Intuit 

Director since: 2022 

Age: 53 

         

Committees:

  Transactions Committee

 

 

Biography

From 2017 to 2021, Mr. Rodriguez served as the Executive Vice President, Chief Product and Design Officer at Intuit, Inc. Prior to joining Intuit, Mr. Rodriguez served as the Global Managing Director and other various roles at IDEO LP from 2004 to 2017. As Global Managing Director of IDEO Futures he managed the creation of growth ventures, and funded and incubated a portfolio of external startups. At the start of his career Mr. Rodriguez developed leading-edge products as an engineer at HP and IDEO, and later marketed the pioneering online version of QuickBooks. He holds multiple patents. Mr. Rodriguez served on the Harvard University Board of Overseers and as an Entrepreneur-in-Residence at Harvard Business School. He is a founding faculty member of the Hasso Plattner Institute of Design at Stanford University. Mr. Rodriguez is currently a Global Advisor to Harvard Business School. Mr. Rodriguez has served as a Professor of the Practice in the College of Innovation and Design at Boise State University since 2016. Mr. Rodriguez has served on the board of EngageSmart, Inc. (NYSE: ESMT) since January 2022. 

 

Relevant Expertise

 

Mr. Rodriguez brings extensive executive experience at a technology company and in the fintech space, product management and development, and growth venture experience to our Board of Directors.

 

Other Public Company Boards
EngageSmart, Inc. (NYSE: ESMT)

 

         

 

LENDINGTREE 2023 Proxy Statement      22
 

 

   

Saras Sarasvathy 

Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business
Director since: 2015 

Age: 64 

     

Committees: 

  Nominating and Corporate Governance Committee

 

 

Biography

 

Ms. Sarasvathy is the Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business. Her research focuses on high performance entrepreneurship ranging from starting and growing new ventures to creating and fostering high value partnerships that result in enduring and innovative businesses. Ms. Sarasvathy has also worked with thousands of entrepreneurs around the world and has helped train hundreds of entrepreneurship educators and growth-oriented service providers.

 

 

Relevant Expertise

 

Through her research and practical experience co-founding five ventures of her own, Ms. Sarasvathy brings to our company valuable insights and best practices for the development of new products and a global understanding of innovative funding mechanisms.

 

Other Public Company Boards 

None. 

         
   

G. Kennedy Thompson 

Former Partner of Aquiline Capital Partners
Director since: 2017
Age: 72 

         

Committees: 

  Audit Committee

 

  Compensation Committee

 

  Transactions Committee

 

 

Biography 

Mr. Thompson was a partner of Aquiline Capital Partners, a New York based private equity firm, from 2009 until his retirement in April 2018. From 1999 to 2008, Mr. Thompson was President and Chief Executive Officer of Wachovia Corporation. Mr. Thompson served in numerous industry leadership positions including Chairman of the Clearing House, Chairman of the Financial Services Roundtable, Chairman of the Financial Services Forum and President of the Federal Advisory Council of the Federal Reserve Board. Mr. Thompson serves on the Board of Directors of Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NASDAQ: IIIN).

 

 

Relevant Expertise

 

Mr. Thompson brings extensive financial services expertise, public company leadership experience and executive management experience to our Board of Directors.

 

Other Public Company Boards 

Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NASDAQ: IIIN). 

         

 

LENDINGTREE 2023 Proxy Statement      23
 

ELECTION MECHANICS

 

Majority Voting Standard.  Beginning with our 2018 Annual Meeting, we implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that a nominee for director in an uncontested election will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However, if the number of nominees exceeds the number of directors to be elected at such meeting as of the date that is five business days in advance of the date that we first file our definitive proxy statement with the Securities and Exchange Commission, then directors will be elected by a plurality of the votes cast. Prior to the 2018 Annual Meeting, directors were elected by a plurality of the votes cast in all circumstances.

 

In connection with the implementation of a majority voting standard in our bylaws, the Board approved and adopted a Director Resignation Policy on November 8, 2017 for directors who fail to receive the required number of votes in an uncontested election in accordance with our bylaws. The policy requires that the Board will nominate for election or re-election only a candidate who agrees to tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at any future annual meeting at which he or she faces re-election; and (ii) Board acceptance of such resignation. The policy further states that upon any candidate failing to be elected in an election at which majority voting applies, the Nominating and Corporate Governance Committee will meet to consider the tendered resignation and make a recommendation to the Board concerning the action, if any, to be taken with respect to the resignation. The policy provides that the Board will then consider and act upon the Nominating and Corporate Governance Committee’s recommendation within 90 days of certification of the vote at the annual meeting. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the policy states that we will file with the SEC a current report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.

 

  The Board recommends that you vote FOR the election of each of the nominated directors.

 

LENDINGTREE 2023 Proxy Statement      24
 

 

 

Overview of Our Compensation Program for Non-Employee Directors

 

Our director compensation program is designed to attract and retain top director talent and align the interests of our directors with the interests of our stockholders. Our Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the compensation of our directors, including any equity-based compensation. Directors who are our employees do not receive compensation for their services on the Board.

 

Our Compensation Committee’s review of our director compensation programs is supported by information provided by the independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”).

 

2022 Non-Employee Director Compensation

The following table describes the components of our fiscal 2022 director compensation program. Each element of the compensation is pro-rated for the director’s period of service during the year.

 

Compensation Element   Amount ($)
Annual Cash Retainer   50,000
Annual Equity Retainer(1)   170,000
Additional Fee for Lead Independent Director   35,000
Additional Fee for Committee Chairs  

25,000 – Audit Committee

20,000 – Compensation Committee

13,000 – Nominating and Corporate Governance Committee

Additional Fee for Committee Members (Excluding the Committee Chairs)  

10,000 – Audit Committee

10,000 – Compensation Committee

10,000 – Nominating and Corporate Governance Committee

2,500 – Transactions Committee(2)

(1) Subject to the elections that the non-employee director can make, as described below, $115,000 of the total grant value of the annual equity retainer is in the form of restricted stock units (“RSUs”) and $55,000 is in the form of nonqualified stock options.
(2) All members of the Transactions Committee receive the same amount of additional fee.
   

Our non-employee directors may elect to receive any cash fees that they would otherwise be entitled to receive in the form of vested RSUs or stock options with an equivalent value to the cash fees. RSUs or stock options received in lieu of cash compensation are fully vested when granted and are granted on the date of the annual meeting upon the non-employee director’s election to the Board. The election must be made on or before the last day of the year preceding the year in which the cash fees are payable. Elections are irrevocable for the year for which they are made, and a new election is required for each year. Newly elected or appointed directors receive the default equity election for the year in which they are elected or appointed.

 

Each annual equity retainer provided to our non-employee directors has a total grant value of $170,000, with $115,000 of the retainer in the form of RSUs and $55,000 of the retainer in the form of nonqualified stock options, subject to our directors’ right to elect to receive only stock options. All awards representing our non-employee directors’ equity retainer for fiscal 2022, whether received as the default equity mix, all RSUs or all stock options, vest on the earliest of the date of our 2023 annual meeting of stockholders, the first anniversary of the grant date, a change in control of LendingTree and the director’s death or disability.

 

On December 16, 2022, the Compensation Committee determined that it was in the best interest of the Company and its stockholders to pause the non-employee director compensation election program. For 2023, all non-employee directors will receive the cash and equity compensation determined by the Compensation Committee together with the Company and FW Cook.

 

In addition, our non-employee directors can elect to defer portions of their compensation from Board services pursuant to our nonqualified deferred compensation plan, which permits payment of portions of the directors’ cash or equity compensation until a specified time in the future.

 

LENDINGTREE 2023 Proxy Statement      25

 

 

 

Each of our non-employee director’s total compensation in any calendar year is subject to a limit of $640,000, with the value of any equity-based compensation based on the aggregate grant date fair market value of the underlying awards. Any compensation that is deferred will be counted toward this total compensation limit in the calendar year in which the compensation is vested, and not in any later calendar year when it is paid to the non-employee director.

 

In addition to the compensation elements described above, our non-employee directors are entitled to reimbursement of reasonable expenses incurred in connection with their attendance of Board or committee meetings.

 

Director Stock Ownership Guideline

 

In order to align the financial interests of our non-employee directors with those of our stockholders, our Board adopted a stock ownership guideline for non-employee directors in April 2018. The guideline is minimum ownership of five times the annual cash retainer.

 

Non-employee directors are expected to accumulate the specified ownership within five years of the later of the adoption of the policy or joining the Board. If a non-employee director becomes subject to a higher ownership level due to an increase in annual retainer, then the director is expected to meet the higher ownership level within three years after such increase.

 

Director Compensation Table

 

The following table summarizes the fiscal 2022 compensation earned by each Board member, other than Mr. Lebda, whose compensation is described under “Executive Compensation Tables” on page 43 of this proxy statement. Mr. Lebda did not receive additional compensation for his services on the Board in fiscal 2022.

 

Director Name   Fees Earned or
Paid 
in Cash
($)(1)
  Stock Awards
($)(2)
  Option Awards
($)(2)
  Total
($)
Steven Ozonian   130,000   115,035   57,157   302,192
Robin Henderson   70,000   115,035   57,157   242,192
Saras Sarasvathy   60,000   115,035   57,157   232,192
Thomas M. Davidson, Jr.   65,500   115,035   57,157   237,692
G. Kennedy Thompson   -   -
  252,482   252,482
Gabe Dalporto   52,500   115,035   57,157   224,692
Mark Ernst(3)   40,667   133,060   65,916   239,643
Diego Rodriguez(3)   35,583   133,060   65,916   234,559
Jennifer Witz(4)   19,500   -   -   19,500
  (1) Amounts shown include payment of board membership annual cash retainer, additional fees for lead independent director, additional fees for committee chairs and members.
  (2) These amounts represent the dollar amounts of the aggregate grant date value, computed in accordance with FASB ASC Topic 718, Stock Compensation, of the RSUs and stock options granted to the directors during fiscal 2022. Generally, the grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. For additional information regarding the assumptions made in calculating these amounts, see Note 14 “Stock-Based Compensation” to our audited, consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on February 28, 2023.  The stock options’ maximum term is ten years after the date of grant. On June 22, 2022, (i) each of Messrs. Davidson, Ozonian, Dalporto, Ernst and Rodriguez and Mses. Henderson and Sarasvathy received a grant of 2,205 restricted stock units and a grant of stock options to purchase 2,081 shares of our common stock, and (ii) Mr. Thompson received grants of stock options to purchase an aggregate of 9,261 shares of our common stock. On June 22, 2022, the closing price of a share of our common stock on the Nasdaq Stock Market was $52.17. The per share exercise price for the stock options is $52.17. Except for stock options to purchase 2,828 shares of our common stock granted to Mr. Thompson pursuant to his election to receive such award in lieu of his annual cash fees, which were fully vested upon the grant date, the restricted stock units and the stock options granted to our non-employee directors on June 22, 2022 will vest on the earliest of the date of our 2023 annual meeting of stockholders, June 22, 2023, a change in control of the Company and the applicable director’s death or disability.
  (3) Mr. Ernst and Mr. Rodriguez received prorated cash and equity compensation when they joined the Board on April 27, 2022. On April 27, 2022, each of Mr. Ernst and Mr. Rodriguez received a grant of 216 restricted stock units and a grant of stock options to purchase 204 shares of our common stock. On April 27, 2022, the closing price of a share of our common stock on the Nasdaq Stock Market was $83.45. The per share exercise price for the stock options is $83.45. The restricted stock units and the stock options granted to Mr. Ernst and Mr. Rodriguez on April 27, 2022 will vest on the earliest of April 27, 2023, a change in control of the Company and the applicable director’s death or disability.
  (4) Ms. Witz resigned from the Board on April 27, 2022.

 

LENDINGTREE 2023 Proxy Statement      26

 

 

 

Outstanding Equity Awards for Directors at Fiscal Year-End 2022

 

The following table provides information on the outstanding equity awards held by our directors, other than Mr. Lebda, as of December 31, 2022.

 

Director Name   Aggregate Number of Options 
Outstanding at Fiscal Year End
(#)
 

Options Granted During

The Fiscal Year Ended

December 31, 2022

Aggregate Number of 

RSUs Outstanding 
at Fiscal Year End
(#)

Steven Ozonian   6,779   2,081 2,205
Robin Henderson   4,899   2,081 2,205
Saras Sarasvathy   4,917   2,081 2,205
Thomas M. Davidson, Jr.   3,932   2,081 2,205
G. Kennedy Thompson   16,297   9,261 -
Gabe Dalporto   6,976   2,081 2,205
Mark Ernst   2,285   2,285 2,421
Diego Rodriguez   2,285   2,285 2,421
Jennifer Witz   -
  - -

 

LENDINGTREE 2023 Proxy Statement      27

 

 

 

 

 

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to vote, on an advisory basis, to approve the executive compensation as reported in this proxy statement.

 

We strive to establish a compensation program that attracts, motivates, rewards and retains the senior management talent required to achieve our corporate objectives and to increase long-term stockholder value. We urge you to read the “Compensation Discussion and Analysis” section of this proxy statement, which explains our pay-for-performance compensation philosophy, and the “Executive Compensation Tables” section, which contains tables and a narrative discussion about the specific compensation of our NEOs. We believe that our compensation program, policies and practices demonstrate our commitment to our pay-for-performance philosophy and our goal of aligning our NEOs’ interests with those of our stockholders.

 

This proposal is advisory in nature and, therefore, is not binding upon our Board or our Compensation Committee. However, the Compensation Committee will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.

 

  The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation.

 

LENDINGTREE 2023 Proxy Statement      28

 

 

 

 

 

Set forth below is the “Compensation Discussion and Analysis,” which is a discussion of our executive compensation program written from the perspective of how we view and administer such program. The guiding philosophy of our compensation program is pay-for-performance. As a result, the majority of the compensation of our NEOs is variable, and at risk, and a significant portion of NEO compensation is tied to creation of long-term stockholder value in the form of equity awards.

 

Given our role in providing guidance on executive compensation program design, administering the program and making specific compensation decisions for our executive officers, we participated in the preparation of the “Compensation Discussion and Analysis” and reviewed and discussed its contents with management. Based on the review and discussions, we unanimously recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, each as filed with the SEC.

 

Compensation Discussion and Analysis

 

Table of Contents

 

Executive Summary 30
Compensation Philosophy and Objectives 32
Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations 32
Peer Group 33
Compensation Governance 35
Elements of Compensation 36
Our Compensation Policies and Practices 41
Risk Assessment of Compensation Programs 41
Tax and Accounting Implications of Our Compensation Policies 41

 

LENDINGTREE 2023 Proxy Statement      29

 

 

 

Executive Summary

 

INTRODUCTION

 

This compensation discussion and analysis (“CD&A”) section discusses the compensation policies and programs for our named executive officers (“NEOs”) Our NEOs for fiscal 2022 were:

 

   

Douglas Lebda

Chairman & Chief Executive Officer

     

Scott Peyree

President, Insurance 

             
   

Trent Ziegler

Chief Financial Officer

  graphic  

Scott Totman

Chief Technology Officer

             
   

J.D. Moriarty

Chief Operating Officer (as of February 1, 2022)

President, LendingTree Marketplace (as of February 1, 2022)

President, LendingTree Next (until January 31, 2022)

       
             

This section also discusses the role of the Compensation Committee of our Board (the “Committee”) in designing and administering our compensation programs and policies and in making compensation decisions for our executive officers.

 

The goal of our compensation programs and policies is to align compensation delivery with performance for stockholders, measured both internally against budgets and externally through stock price. We believe this alignment was achieved in fiscal 2022.

 

INFORMATION CONCERNING EXECUTIVE OFFICERS

 

Trent Ziegler, age 40, became the Chief Financial Officer of the Company on May 17, 2021. Mr. Ziegler retained his role as the Company’s Treasurer, a role he has held since April 2018. Prior to his appointment as Chief Financial Officer, Mr. Ziegler served as the Company’s Vice President, Investor Relations, a position he held since October 2017. Prior to that, Mr. Ziegler joined the Company as a Senior Financial Analyst in 2012 and led the Financial Planning and Analysis team beginning in January 2015. Prior to joining the Company, Mr. Ziegler served as a Senior Financial Analyst for Ally Financial. Mr. Ziegler holds a Bachelor of Science in Finance from Eastern Illinois University. Mr. Ziegler also holds an M.B.A. from the University of North Carolina Kenan-Flagler Business School.

 

J.D. Moriarty, age 50, served as the Company’s Chief Financial Officer from August 2017 to May 2021. Mr. Moriarty was named President, LendingTree Next in May 2021. In January 2022, Mr. Moriarty was named Chief Operating Officer, LendingTree and President, LendingTree Marketplace, effective February 1, 2022. Mr. Moriarty joined the Company in June 2017 as Senior Vice President for Corporate Development, responsible for strategic acquisitions. Prior to that, Mr. Moriarty was Head of Americas Equity Capital Markets at Bank of America Merrill Lynch. Mr. Moriarty spent over 22 years at Merrill Lynch and Bank of America in various roles in both equity markets and investment banking. Mr. Moriarty holds an M.B.A. from the Stanford University Graduate School of Business and a B.A. in Economics & Finance from Bucknell University.

 

Scott Peyree, age 46, has served as the Company’s President, Insurance since May 2021. Prior to this, Mr. Peyree served as the President of the QuoteWizard Insurance business since we acquired QuoteWizard.com, LLC in 2018. Prior to QuoteWizard becoming a subsidiary of the Company, Mr. Peyree was the co-founder and Chief Executive Officer of QuoteWizard since 2006. Previously, Mr. Peyree was the co-founder and Chief Operating Officer of WorldClass Strategy, an online performance marketing company founded in 2000 that sold to Education Dynamics in 2006. Mr. Peyree holds a Bachelor of Business Administration in Finance & Entrepreneurship from Pacific Lutheran University.

 

LENDINGTREE 2023 Proxy Statement      30

 

 

 

Scott Totman, age 52, has served as the Company’s Chief Technology Officer since December 2020. From January 2020 to November 2020, Mr. Totman was the Chief Product and Technology Officer of OnDeck, which was acquired by Enova International in July 2020. From December 2018 to January 2020, Mr. Totman was the Head of Engineering and Product Development at DivvyCloud, which was acquired by Rapid7, Inc. in April 2020. From October 2012 to December 2018, Mr. Totman held various roles at Capital One including Managing Vice President, Digital Product Marketing. Mr. Totman holds an M.B.A. from Virginia Tech, a B.S. in Computer Science from William and Mary, as well as an M.S. in Software Systems Engineering from George Mason University.

 

FISCAL 2022 BUSINESS HIGHLIGHTS

 

In fiscal 2022, revenue declined 10% versus the prior year due to the combined impact of significantly higher interest rates and historically high levels of consumer price inflation.

 

Our Home segment revenue declined 34% as the average 30-year mortgage rate during 2022 increased to 5.33% as compared to 2.96% in 2021, which significantly reduced overall demand for new mortgage loans.  Our Insurance segment endured a full year of tepid demand from our carrier partners for new policyholders, as inflation across the auto parts and repair supply chain led to a spike in losses across the insurance industry. Revenue for this business declined 8%, while segment profit declined 19%. The recovery in our Consumer segment continued, with revenue up 20% and segment profit improving by 22% year-over-year. Personal loans and small business verticals were the standout performers in the Consumer segment, while the credit card business continued to lag as competition for new consumers has intensified.

 

See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

 

EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE

 

  LendingTree maintains a pay-for-performance compensation structure that rewards high company performance and reduces compensation when Company performance is lower.
     
  In 2022, the share price of our stock declined, and the value of compensation provided to our CEO also declined, as did the value of all NEO equity holdings and prior compensation as outlined in the CEO Realizable Pay Analysis for 2020-2022 and the NEO Realizable Pay Analysis for 2021-2022 below.  Further, 2022 performance was short of all performance incentive thresholds and therefore the NEOs did not earn any awards under the annual bonus program, or under any performance-based equity award program affecting our executive officers.  The named executive officers have not had a cash bonus award paid in three years in light of performance.  The Committee did not change any performance goals or override any named executive officer performance award in any way that would have countered the pay-for-performance outcomes in which all incentives that were contingent on 2022 performance were not earned.  Finally, the CEO was not provided any new compensation in 2022 aside from continued salary, which was not increased, pursuant to the 2020 Employment Agreement (as defined below) that runs through December 2023.
     
  100% of the long-term incentives granted in December 2020 (the “December 2020 CEO Grants”) pursuant to the 2020 CEO Employment Agreement (as defined below) were highly performance-based and were not earned during 2022:
     
  The December 2020 CEO Grants, which were described in previous proxy statements as a 2020 pay decision, reflect the entirety of our CEO’s long-term incentive compensation through December 2023. Our CEO was not granted any additional long-term incentive awards in 2021 or 2022 and will not receive any additional long-term incentive awards in 2023. The December 2020 awards are viewed by the Company as compensation for fiscal 2021–2023, rather than as part of the 2020 CEO compensation program. The Compensation Committee has no intention of changing the front-load award, modifying any of the performance conditions or the exercise price, or making a new long-term incentive grant prior to 2024.
     
  30% of the December 2020 CEO Grants were stock options that had a 25% premium exercise price of $300 at the time of grant (closing price on 12/03/20 grant date was $239.47).
     
  70% of the December 2020 CEO Grants were stock options that (a) had a 25% premium exercise price of $300 when granted, and (b) are only earned if there is future achievement of stock price increases between 81% and 191% above the share price on the date of grant. The current stock price is considerably lower than the grant price and these underwater premium priced options and stock price-contingent options were not amended in 2021 or 2022. As a result, the option design ensures that our stockholders will earn a substantial return before our CEO could realize value from the exercise of the options.
     
  The December 2020 CEO Grants have a truly long-term  and performance-based orientation, as these awards do not fully vest for six years and have a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise.
     
  Our CEO’s salary and bonus target have not increased since fiscal 2017, and our CEO’s salary did not increase in fiscal 2021 or 2022 and will not increase in fiscal 2023 based on the terms of the 2020 CEO Employment Agreement (as defined below).

 

LENDINGTREE 2023 Proxy Statement      31

 

 

 

  During fiscal 2021, we implemented a stock ownership policy for our executives. Under the policy, our NEOs are expected to maintain minimum beneficial ownership of our stock equal to 6x of base salary for our CEO and 1.5x-3x of base salary for our other NEOs. The non-employee directors also have an ownership guideline of 5x their annual Board cash retainer.
     
  During fiscal 2021, we implemented a clawback policy. Additionally, in 2023, we are adopting additional recovery provisions in the 2023 Stock Plan (as described further on page 55), under which the Compensation Committee has the discretion to recover time- and performance-based equity and cash incentive compensation paid to our executive officers, including the NEOs, if the compensation would not have been earned based on a material restatement of our financial statements within the prior three years.

 

“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

We held our last advisory vote on executive compensation at our 2020 Annual Meeting of Stockholders. At the 2020 meeting, approximately 75% of the votes cast in the “say-on-pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2020 advisory vote, additional stockholder feedback, input from our independent compensation consultant, and the other factors and data discussed in the CD&A in determining executive compensation policies and decisions. Based on this evaluation, the Compensation Committee has made changes to align our executive compensation program and peer group with our pay-for-performance compensation philosophy and Company strategy.

 

We value the opinions of our stockholders and seek their input as part of our regular stockholder outreach efforts. We would like to sustain the stockholder support for our NEO compensation and will continue to engage in regular discussions with our principal unaffiliated stockholders regarding their views on executive compensation matters. We will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future “say-on-pay” votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs. 

 

Compensation Philosophy and Objectives

 

We want to attract, motivate and retain high-quality employees who reflect our values and will enable us to achieve our short- and long-term strategic goals. We operate in an environment where substantial competition exists for skilled employees. Our ability to attract, motivate and retain high-caliber individuals depends in large part on the compensation packages we offer. We believe that our executive compensation program should reflect our financial and operating performance by aligning delivered pay with actual performance.

 

Our objective is to provide a target total compensation program that is competitive with similarly-sized US-based public companies in the industries with which we compete for executive talent. The Compensation Committee reviews benchmark data for the individual and for the group as a whole but does not target a specific benchmark level for the NEO group.

 

Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations

 

ROLE OF THE COMPENSATION COMMITTEE

 

The Compensation Committee is responsible for, among other things, evaluating and approving all compensation plans, policies and programs of LendingTree as they affect our executive officers. Specifically, the Compensation Committee reviews and approves:

 

  the annual base salaries and annual or long-term incentive opportunities of our executive officers;
     
  any employment agreements, severance arrangements or change-in-control agreements affecting the executive officers;
     
  any special or supplemental compensation and benefits for executive officers; and
     
  our compensation benchmarking process and the peer group we use for comparison purposes to ensure reasonableness and competitiveness of our compensation practices.

 

LENDINGTREE 2023 Proxy Statement      32

 

 

 

Further information regarding our Compensation Committee’s responsibilities is provided under “Board of Directors Responsibilities and Structure” on page 9 of this proxy statement.

 

ROLE OF COMPENSATION CONSULTANTS

 

Under its charter, the Compensation Committee has the authority to retain independent compensation consultants to assist it in fulfilling its responsibilities. During fiscal 2022, the Compensation Committee engaged FW Cook as its independent compensation consultant. The executive compensation consulting services provided by FW Cook included:

 

  supporting the Compensation Committee to ensure our executive compensation program is competitive and aligns the interests of our executives with those of our stockholders;
     
  attending Compensation Committee meetings, including, at the Committee’s request, any executive sessions;
     
  providing independent advice on current trends and best practices in executive compensation design and program alternatives;
     
  assisting with planning the executive and non-executive equity award grant rate and utilization of the stockholder approved stock plan.
     
  advising on our compensation plans and practices to improve their effectiveness; and
     
  assisting the Compensation Committee to determine our peer group as described below under “Peer Group” below.
     

During fiscal 2022, FW Cook reported directly to our Compensation Committee and performed the services described above on behalf of the Compensation Committee while interacting with our management in the course of performing those services. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules and the committee’s charter and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.

 

ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

 

The Compensation Committee also received support from certain executives in analyzing and establishing LendingTree’s compensation programs for fiscal 2022. Members of LendingTree’s management and staff, including the Chief Human Resources Officer, members of her staff and internal LendingTree counsel, attended a portion of each meeting of the Compensation Committee.

 

Mr. Lebda, our Chairman and CEO, provided recommendations to the Compensation Committee regarding the cash and equity compensation for members of the executive team of our Company (including those executives who are NEOs) other than for himself. Mr. Lebda also provided recommendations to the Compensation Committee on succession planning, organizational development and the use of incentive compensation to drive our growth and profitability. In determining compensation for other NEOs, the Compensation Committee considered Mr. Lebda’s recommendations.

 

The Compensation Committee determined the compensation for Mr. Lebda after obtaining information and input from FW Cook and conferring with the Board without Mr. Lebda present.

 

In all cases, although the Compensation Committee received advice and recommendations, the Compensation Committee is solely responsible for making the final decisions on the compensation for the NEOs.

 

Peer Group

 

The Compensation Committee regularly evaluates the compensation of our NEOs against the compensation of the NEOs at comparable companies.

 

During fiscal 2021, the Compensation Committee worked with FW Cook to update the peer group companies used for assessing our executive compensation program, which assessment occurred in November 2021.  The peer group identified during this November 2021 assessment was utilized for compensation decisions in the first quarter of 2022, and was in effect for fiscal 2022 (the “2022 Peer Group”).  The Compensation Committee re-evaluated the peer group again in July 2022; however, the group identified during such assessment only took effect and was used with respect to compensation decisions for fiscal 2023 (the “2023 Peer Group”). We are presenting the history of our peer group selection here.  The Compensation Committee applied the following objective criteria to select the 2022 Peer Group and the result was a peer group that generally had lower market cap than the companies used in fiscal 2020 and prior to November 2021:

 

  Criteria for Peer Group     General Characteristics  
  Size     Market capitalization between 0.4x and 4x to LendingTree’s size.  
  Industry     Software and services, internet retail, interactive media and services, consumer finance, real estate services and/or research or consulting services, with focus on data analytics and consumer platforms.  
  Data availability     IPO prior to 2019 to ensure at least two years of disclosed public company pay practices.  

 

LENDINGTREE 2023 Proxy Statement      33

 

 

 

Using these criteria, FW Cook recommended, and the Compensation Committee approved, the 18 companies below as our peer group, effective November 2021, which was used as the peer group to make compensation decisions in early 2022. We believe the 2022 Peer Group companies had similar business models (many are marketplace businesses), had a particular focus on providing consumers with additional access to goods and services through technology, and were the types of companies with which we competed for employee talent, particularly executive talent.


2022 Peer Group

 

1-800-FLOWERS.COM Eventbrite Redfin TripAdvisor
Alliance Data Systems EverQuote Sabre Yelp
Angi Momentive Global Shutterstock Ziff Davis
CarGurus Overstock.com Stamps.com  
Envestnet Q2 Holdings Stitch Fix  

 

The 2023 Peer Group consists of the 18 companies listed below. The following companies were in the 2022 Peer Group and will not be in the 2023 Peer Group: 1-800-FLOWERS.COM, Stamps.com, and Ziff Davis.  The following companies are new companies in the 2023 Peer Group and did not appear in the 2022 Peer Group: Atlanticus, Groupon, and Quotient.   The three new peers all had below-median market capitalization to adjust our position to the median of our peer group market capitalization.  We used the 2023 Peer Group to develop our compensation program for 2023.

 

2023 Peer Group

 

Angi Eventbrite Q2 Holdings
Stitch Fix
Atlanticus EverQuote Quotient TripAdvisor
Bread Financial (formerly Alliance Data Systems) Groupon Redfin Yelp
CarGurus Momentive Global Sabre  
Envestnet Overstock.com Shutterstock  


LENDINGTREE 2023 Proxy Statement      34

 

 

 

Compensation Governance

 

We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy.

 

  What we do
Maintain stock ownership guidelines for our CEO (6x base salary) and our other NEOs (1.5-3x base salary).
Maintain compensation recovery policies covering the time- and performance-based cash and equity incentive compensation paid to our executive officers.
Expressly prohibit payment of dividends on unvested equity awards.
Tie a significant portion of named executive officers’ (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation.
Grant performance-based equity incentive awards to our CEO with challenging performance hurdles.
Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.
Maintain stock ownership guidelines of 5x annual retainer for our independent directors.
  What we don’t do
× No excise tax gross-up.
× No supplemental company paid retirement benefits.
× No repricing of stock options without stockholder approval.
× No granting of discounted or reload stock options.
× No guaranteed annual salary increases or bonuses.
× Will not provide a CEO long-term equity award sooner than the intended front-load period that ends at the end of 2023 (excludes RSUs granted to Mr. Lebda as payment in lieu of cash bonuses), nor provide a salary increase during that time period.

LENDINGTREE 2023 Proxy Statement      35

 

 

 

Elements of Compensation

 

The three primary elements of our executive compensation structure are base salary, annual incentives (bonus program), and long-term incentives (equity award program). The following describes the objectives and policies underlying each of the elements of our executive compensation program.

 

BASE SALARY

 

Base salary is the only fixed component of our executive compensation program. We view the primary purpose of base salary to be attracting and retaining our NEOs and providing them with a degree of certainty while having a significant portion of their overall pay “at risk” in the form of annual bonuses and equity awards, which were previously granted on a multi-year basis but since 2020 have been granted on an annual basis below the CEO.

 

Each February, the Compensation Committee reviews the base salaries of our NEOs to ensure they reflect each NEO’s role, responsibilities, experience and performance, while taking into account whether market-based adjustments are necessary.

 

The following table shows the annual base salary rate in effect at the end of fiscal 2021 and 2022 for each of our NEOs. Mr. Lebda has not been provided with an increase in salary since fiscal 2017, and Mr. Lebda will not receive any salary increase until at least the end of 2023 based on the terms of the 2020 CEO Employment Agreement (defined below).

 

Name Fiscal 2021 Fiscal 2022 % Increase
Mr. Lebda $750,000 $750,000 0%
Mr. Ziegler $325,000 $375,000 15%
Mr. Moriarty $430,000 $460,000 7%
Mr. Peyree $455,987 $460,000 1%
Mr. Totman (1) $400,000 (1)
  (1) Mr. Totman became an NEO for the first time in 2022.

 

ANNUAL INCENTIVES

 

Overview. We believe that our NEOs, as leaders of our key division-level business units and corporate functions, have the ability to directly influence our performance. As a result, annual incentives for our NEOs are directly tied to our performance. Our executive officers, including our NEOs, participate in an annual bonus plan. Each participant in the plan is eligible to earn an annual bonus with a target amount equal to a specified percentage of his or her base salary. Prior to 2020, our annual incentive awards were paid in cash. In 2020, 2021 and 2022, our annual incentive award programs were comprised of equity grants in lieu of cash bonuses if objectives were met. No NEO earned a bonus award in 2022 because performance did not meet the minimum threshold to fund an award.

 

2022 Bonus Program. In 2022, we established an annual bonus program for our NEOs based on our corporate-level adjusted EBITDA performance (“AEBITDA”), as further described below (the “2022 Bonus Program”).  The 2022 Bonus Program was tied to achievement of corporate AEBITDA goals because AEBITDA is viewed as a valuable measure for business performance, including both top line results and the cost to generate the revenue. The 2022 Bonus Program design was viewed as the best method for driving our pay-for-performance culture compared to other alternatives because it aligned each named executive officer with corporate-level performance. The AEBITDA funding schedule for bonuses under the 2022 Bonus Program was:

 

AEBITDA ($’s) AEBITDA % Goal % Target Bonus Earned
$230,875,000 125% 125%
$221,640,000 120% 120%
$203,170,000 110% 110%
$184,700,000 100% 100%
$166,230,000 90% 90%
$147,760,000 80% 80%
$138,525,000 75% 75%
<$138,525,000 <75% 0%
Linear interpolation for performance between points shown.

 

Target bonus opportunities remained at the same percentage of base salary under the 2022 Bonus Program as were used under the fiscal 2021 annual bonus program, and were the following:


Name  Salary
($)
Target Bonus as
a Percent of
Salary
 (%)
Target Bonus
($)
Mr. Lebda $750,000 125% $937,500
Mr. Ziegler $375,000 50% $187,500
Mr. Moriarty $460,000 75% $345,000
Mr. Peyree $460,000 75% $345,000
Mr. Totman $400,000 60% $240,000




Under the 2022 Bonus Program, our NEOs are granted restricted stock units (“RSUs”) with a one-year cliff vest based on dollar value of achieved annual performance under the 2022 Bonus Program in lieu of payment of cash bonuses, which allows us to preserve cash and to align bonus payments to NEOs with their continued employment and with shareholders. Any RSU awards granted as part of our annual incentive plan are viewed as separate and distinct from the long-term equity award program. As a result, even though our CEO was eligible to participate and earn additional RSUs pursuant to our annual bonus program, we did not deviate from our commitment of not granting the CEO any additional long-term equity awards during the period 2021-2023.

 

LENDINGTREE 2023 Proxy Statement      36

 

 

 

The results of 2022 AEBITDA were evaluated by the Committee in early 2023 to determine whether the annual incentive awards were earned. The AEBITDA goal for fiscal 2022 was $184.7M; however, the Company only achieved AEBITDA of $84.5M for fiscal 2022 (the “Actual 2022 AEBITDA”). Given that the Actual 2022 AEBITDA was less than the threshold AEBITDA of $138,525M, no bonuses under the 2022 Bonus Program were earned, and the Committee did not fund any annual incentives to the NEOs.

 

See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

 

 

LONG-TERM INCENTIVES

 

The Compensation Committee is responsible for, among other things, evaluating and approving all compensation plans, policies and programs of LendingTree as they affect our executive officers. Specifically, the Compensation Committee reviews and approves annual or long-term incentive opportunities of our executive officers.


The largest component over time of our NEOs’ direct compensation is long-term incentives that provide alignment with our stockholders in the form of equity participation. The primary purpose of granting equity awards is to link our NEOs’ financial success to that of our stockholders, with the value of the equity awards increasing only as our stock price increases, and to promote long-term value creation.

 

The majority of our employees, including our NEOs (other than the CEO), were eligible to receive a long-term equity grant in 2022. In 2022, Messrs. Moriarty, Peyree, Totman and Ziegler, were granted awards.  The Compensation Committee determined the value of the 2022 long-term equity grant for each NEO, and the award value was split equally between time-based options and RSUs. The options and RSU awards vest ratably over a three-year period.  Our CEO was not granted a long-term incentive equity award in 2022, consistent with the 2020 CEO Employment Agreement (defined below) entered into at the time of the December 2020 CEO Grants.  The December 2020 CEO Grant (see details below) was intended as a multi-year award that was mostly performance-based.

 

PRESIDENT’S PLAN 

 

2022 President’s Plan. In 2022, the Compensation Committee awarded performance-based equity grant to incentivize our two Presidents to focus on growth in financial results in the second half of 2022 and to align a significant portion of the two President’s equity compensation with the AEBITDA derived from their respective divisions, while maintaining an overall LendingTree minimum AEBITDA threshold for earnout achievement (the “President’s Plan”). Pursuant to the President’s Plan, Mr. Peyree and Mr. Moriarty were each granted 8,000 target performance-based RSUs, contingent on achievement of AEBITDA goals for their respective division during the second half of 2022, with a corporate AEBITDA threshold of $160M for any award to be eligible to be earned (the “2022 President’s RSUs”). Any shares earned would vest 1/3 upon certification of 2022 financial performance, and the remaining 2/3 would vest in equal installments on the next two anniversary dates. The award allowed for earnout between 50-150% of the target RSU grant of 8,000 shares as outlined below based on their divisions’ AEBITDA (in $ millions):

 

  Marketplace - Moriarty Insurance - Peyree   % Target Earned
  2H AEBITDA % Goal 2H AEBITDA % Goal Earned Shares
Threshold $55.25 85% $29.75 85% 50% 4,000
Goal/Target $65.00 100% $35.00 100% 100% 8,000
Maximum $74.75 115% $40.25 115% 150% 12,000
Linear interpolation between the AEBITDA levels shown.        

 

As stated above, the Actual 2022 AEBITDA for the Company was $84.5M, which fell short of the $160M threshold for any 2022 President’s RSUs to vest.  Thus, Mr. Moriarty and Mr. Peyree did not earn the 2022 President’s RSUs award under the 2022 President’s Plan.

 

LENDINGTREE 2023 Proxy Statement      37

 

 

 

CEO’S PRIOR LONG-TERM INCENTIVE AWARDS

 

Previous Awards Granted under the 2020 CEO Employment Agreement.  The December 2020 CEO Grants were granted on December 3, 2020 and were for Mr. Lebda’s service to us for fiscal 2021, 2022 and 2023. Mr. Lebda is not eligible for any additional long-term incentive awards during this period, though he may earn RSUs in lieu of cash bonus (as described above). As a result of the December 2020 CEO Grant to Mr. Lebda, there were no additional long-term equity awards provided during 2022.  The Compensation Committee believes that Mr. Lebda’s long service requirement through the end of 2026 is beneficial for stockholders, particularly if stockholder return was high enough that the premium $300 option exercise price and further performance stock price hurdles, as described below, were achieved.

 

The December 2020 CEO Grants were performance-based, with a 25% premium exercise price to ensure no realizable long-term incentive value unless share price increased by at least 25% above the price on the date of grant of December 3, 2020. 70% of the December 2020 CEO Grants were in the form of performance-based premium stock options (“Performance-Based CEO Options”) and the remaining 30% of the December 2020 CEO Grants were in the form of time-based premium stock options (“Time-Based CEO Options”). Both the Performance-Based Options and the Time-Based Options were granted with a premium exercise price of $300, which as mentioned above, was 25% higher than our closing stock price of $239.47 on the date of grant in 2020, so Mr. Lebda  would not realize any value on these options unless our stock price increased by more than 25% after grant.  Furthermore, it requires a much greater increase to earn value from these Time-Based CEO Options and the Performance-Based CEO Options awards in light of the current stock price of $22.93 as of April 18, 2023).

 

The Performance-Based CEO Options are earned upon achievement of the challenging stock price hurdles described below. No Performance-Based CEO Options are earned unless stock price growth after grant is at least 81% from the time of grant prior to the end of the first quarter of 2025 (the increase currently required to achieve the minimum stock price hurdle is currently much higher than 81%). There is linear interpolation between each point, with performance measured using our VWAP for the final 30 trading days in each fiscal quarter commencing with the first fiscal quarter of 2021 through the first fiscal quarter of 2025.

 

    Stock Price Growth  
  No. Options Price Hurdle Price Increase
from Grant
Equivalent 4.25-
Year CAGR
Options Earned
(% Target)
Maximum 363,464 $696.04 191% 29% 167%
Target 217,643 $563.73 135% 22% 100%
Threshold 71,822 $432.70 81% 15% 33%

 

All Performance-Based CEO Options that are earned for stock price growth vest as to one third of earned on December 31st of 2024, 2025, and 2026. Any incremental performance options earned for the quarter ended March 31, 2025 vest 1/3 immediately upon certification and then 1/3 on December 31st of each of 2025, and 2026.

 

The Time-Based CEO Options, which had a premium exercise price that was 25% higher than our closing stock price on the date of grant, have a grant date fair value of $12.9 million and vest in six equal installments based on Mr. Lebda’s continued employment or service to us through December 31 of each of 2021 through 2026.

 

Both the Performance-Based CEO Options and the Time-Based CEO Options have a two-year holding requirement applied to net after-tax shares received by Mr. Lebda in connection with his exercise to ensure that there is long-term ownership and to reduce the ability to use short-term market volatility for profit. All of these options are currently underwater as of April 18, 2023.

 

None of the Performance-Based CEO Options have been earned because the minimum performance threshold has not been achieved since grant and the Time-Based CEO Options are currently underwater, which the Company views as a performance-based interim outcome.  There is no intention to modify the December 2020 CEO Grant’s performance conditions or make another grant prior to 2024.

 

2020 CEO EMPLOYMENT AGREEMENT


On November 30, 2020, the Company entered into a new employment agreement with Mr. Lebda to secure his employment as Chairman and CEO through December 31, 2023, and obtain a long-term commitment from him for his continued leadership in light of his status as the founder and his performance since 1996 (the “2020 CEO Employment Agreement”), which was effective December 1, 2020.  The 2020 CEO Employment Agreement superseded and replaced a 2017 employment agreement, which would have expired on January 9, 2021 (the “2017 CEO Employment Agreement”).  Under the 2020 CEO Employment Agreement, Mr. Lebda has the same salary ($750,000) and target annual incentive opportunity (125% of base salary) as under the 2017 CEO Employment Agreement.  The 2020 CEO Employment Agreement is designed to be long-term focused.

 

Under the 2020 CEO Employment Agreement, Mr. Lebda’s employment may be terminated at any time. If Mr. Lebda’s employment is terminated by the Company without cause or Mr. Lebda resigns for specified good reason, as each such concept was described in the employment agreement, then he will receive the same severance benefits to which he was entitled under the 2017 employment agreement (described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 47). In addition, with respect to the Performance-Based CEO Options, he will vest in the portion of the options that were earned for performance through the termination date, with incremental accelerated vesting for the remaining portion of the options based on our stock price performance for the final 30 trading days prior to Mr. Lebda’s termination. With respect to the Time-Based CEO Options, he will receive two years of accelerated and additional vesting. Any equity awards held by Mr. Lebda other than the Performance-Based CEO Options and the Time-Based CEO Options will  continue to be treated in the same manner as they would have been treated under the 2017 employment agreement.

 

As part of the 2020 CEO Employment Agreement, Mr. Lebda may not compete with our business or solicit our employees and customers during the term of his employment and for two years following the termination of his employment for any reason.

 

LENDINGTREE 2023 Proxy Statement      38

 

 

 

Mr. Lebda’s resulting annualized target total direct compensation under the 2020 CEO Employment Agreement is calculated as follows:

 

  CEO Target Total Direct Compensation under 2020 CEO Employment Agreement
Pay Element  2021 2022 2023 2021-2023 Avg.
Salary $750,000 $750,000 $750,000 $750,000
Target Bonus $937,500 $937,500 $937,500 $937,500
Target Total Cash $1,687,500 $1,687,500 $1,687,500 $1,687,500
Performance-Based CEO Options $29,999,911* $0 $0 $9,999,970
Time-Based CEO Options $12,899,933* $0 $0 $4,299,978
Total Long-Term Incentive Awards $42,899,844 $0 $0 $14,299,948
Target Total Direct Compensation $44,587,344 $1,687,500 $1,687,500 $15,987,448

 

* Awards were granted on December 3, 2020 as premium options and performance options; they are intended to cover Mr. Lebda’s service in fiscal 2021, 2022 and 2023. 

 

LENDINGTREE 2023 Proxy Statement      39

 

 

 

REALIZABLE PAY ANALYSIS


CEO Realizable Pay Analysis for 2020-2022

 

The pay-for-performance orientation of Mr. Lebda’s compensation program is illustrated by the difference in realizable value and the grant date fair value shown in the last three proxy statements for his equity compensation awards. This analysis includes unvested equity compensation awards that could be realized if vested.

 

Grant Date Number of Stock
Options or RSUs(1)
Exercise Price of
Options ($)
Grant Date Fair Value
($)(2)
Realizable Value as
of April 18, 2023 ($)(3)
2/28/2020 19,126 $275.82 3,750,035 $0
2/28/2020 26,539 $275.82 3,675,970 $0
12/3/2020 217,643 (Price Contingent) $300 (25% premium over $239.47 closing price on date of grant) 29,999,911 $0
12/3/2020 125,853 (Time Vested) $300 (25% premium over $239.47 closing price on date of grant) 12,899,933 $0
3/3/2021 1,850 None (RSUs granted in lieu of annual bonus payment) 468,827 42,421
3/2/2022 5,380 None (RSUs granted in lieu of annual bonus payment) 609,393
123,363
Total     $51,404,069 $165,784

 

(1) Number of stock options or RSUs reported in the Grants of Plan-Based Awards table relating to fiscal 2020, fiscal 2021 and fiscal 2022. Performance award numbers are reported at target.

 

(2) Grant date fair value of the respective awards of stock options and RSUs, computed in accordance with FASB ASC Topic 718.

 

(3) Based on a share price of $22.93 as of April 18, 2023.

 

NEO Realizable Pay Analysis for 2021-2022

 

As a result of our stock price decline over the last two years, the other NEOs’ realizable compensation from equity awards made while serving as NEOs is significantly lower than the grant date fair value of their equity compensation awards, which demonstrates the connection between total stockholder return and our executive pay. Below is a realizable pay analysis for our NEOs other than our CEO for 2021-2022. This analysis includes unvested equity compensation awards that could be realized if vested.

 

Name (1) Grant Date Number of Stock
Options or RSUs
Exercise Price of
Options
Grant Date Fair Value  Realizable Value as
of April 18, 2023(1)
Trent Ziegler 3/2/2022 5,491 None (RSU) $621,966 $125,909
  3/2/2022 8,392 $113.27 $486,384 $0
  6/3/2021 1,496 None (RSU) $300,157 $34,303
  6/3/2021 2,754 $200.64 $301,648 $0
  Total     $1,710,155 $160,212
J.D. Moriarty 5/2/2022 8,000 None (PSU) $666,000 $0
3/2/2022 13,029 None (RSU) $1,475,795 $298,755
  3/2/2022 20,981 $113.27 $1,216,017 $0
  3/3/2021 5,965 None (RSU) $1,511,650 $136,777
  3/3/2021 10,109 $253.42 $1,376,957 $0
  Total     $6,246,419 $435,532
Scott Peyree  5/2/2022 8,000  None (PSU)  $666,000  $0
3/2/2022 13,016 None (RSU) $1,474,322 $298,457
  3/2/2022 20,981 $113.27 $1,216,017 $0
  8/4/2021 16,778 None (RSU) $3,000,074 $384,720
  Total     $6,356,413 $683,177
Scott Totman 3/2/2022 9,215 None (RSU) $1,043,783 $211,300
  3/2/2022 14,687 $113.27 $851,229 $0
  Total     $1,895,012 $211,300

 

(1)   Based on a share price of $22.93 as of April 18, 2023.

(2)   Mr. Totman joined the Company in December 2020, his 2021 awards are excluded because he was not an NEO in 2021.

 

EMPLOYEE BENEFITS

 

We provide group life insurance, health and dental care insurance, short-term and long-term disability insurance, 401(k) plan matching contributions and similar benefits to all employees, including our NEOs. These benefits do not discriminate in scope, terms or operations in favor of the NEOs.

 

Mr. Ziegler, Mr. Moriarty, Mr. Peyree and Mr. Totman have each entered into a participation agreement that entitles them to be eligible to receive severance under our Executive Severance Pay Plan. Pursuant to the terms of the Executive Severance Pay Plan, Messrs. Ziegler, Moriarty, Peyree and Totman are entitled to specified severance payments and benefits upon an involuntary termination of their employment or in connection with an involuntary termination of their employment within 12 months of a change in control.

 

Receipt of these severance payments and benefits, which are described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 47, is conditioned on the NEO providing a release of claims.

 

LENDINGTREE 2023 Proxy Statement      40

 

 

 

The Company provides limited perquisites to its NEOs, such as remote communication expenses and cell phones.

 

Our Compensation Policies and Practices

 

PROHIBITION AGAINST HEDGING

 

We do not permit our NEOs to engage in any transactions that would constitute hedging. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including financial installments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit an employee to continue to own our securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as our stockholders.

 

PLEDGING POLICY

 

We maintain a policy whereby our directors and officers are prohibited from holding LendingTree securities in a margin account or pledging such securities as collateral for a loan. An exception to this prohibition may be made if any covered person wishing to enter into such an arrangement first submits the proposed transaction, all agreements therefor and a written explanation of the purpose of the proposed transaction to our Legal Department. Our Legal Department may approve or disapprove such proposed transaction in its sole discretion.

 

COMPENSATION RECOVERY (CLAWBACK) POLICY

 

We have compensation recovery policies, under which the Compensation Committee has the discretion to recover time- and performance-based equity and cash incentive compensation paid to our executive officers, including the NEOs, if the compensation would not have been earned based on a material restatement of our financial statements within the prior three years or due to the executive officer’s termination for cause.

 

Risk Assessment of Compensation Programs

 

During fiscal 2022, the Compensation Committee reviewed our compensation programs for executives, as well as our compensation policies and practices for all employees, to evaluate whether the policies or practices present an environment that would facilitate excessive risks or behaviors. The committee believes that our programs, policies and practices, are not reasonably likely to have a material adverse effect on our Company. The committee believes that the structure and design of the program do not create incentives to take on too much risk, that there are not incentives to take undue risks that exist in the broad-based incentive programs below the executive level, and that we have policies in place to mitigate risk-taking and support a long-term orientation. These conclusions are supported by the combination of controls and considerations used in our compensation program, including the annual review of the program, blend of short-term, long-term and incentive-based compensation and the use of performance-based targets and evaluations.

 

Tax and Accounting Implications of Our Compensation Policies

 

Section 162(m) of the Internal Revenue Code limits the amount of compensation paid to certain of our NEOs that may be deducted by us for federal income tax purposes in any fiscal year to $1 million. While the Compensation Committee considers the tax deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award compensation that is not tax deductible if it believes it is in the best interests of LendingTree and our stockholders.

 

The Compensation Committee also considers the regulatory requirements as well as the financial accounting treatment of our compensation practices; though, consistent with prior fiscal years, such consideration was not a material consideration in the compensation awarded to our NEOs during fiscal 2022.

 

LENDINGTREE 2023 Proxy Statement      41

 

 

 

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934 as amended, except to the extent we may specifically incorporate the information contained in this report by reference thereto.

 

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

 

Steven Ozonian (Chair)

 

G. Kennedy Thompson

 

Mark Ernst

 

LENDINGTREE 2023 Proxy Statement      42

 

 

 

Executive Compensation Tables

 

Fiscal 2022 Summary Compensation Table

 

The following table shows compensation earned by or granted to our NEOs during the last three fiscal years, as calculated under SEC rules.

 

Name and Principal
Position
Year
(2)
Salary
($)

Bonus

($)

Stock Awards
($)(3)
Option
Awards ($)(3)
All Other
Compensation
($)(4)
Total
($)
(a) (b) (c) (d) (e) (f) (i) (j)
Douglas Lebda 2022 750,000   236,490 986,490
Chairman and 2021 750,000   609,393 10,420 1,369,813
Chief Executive Officer 2020 750,000   937,562 50,325,848 9,730 52,023,140
Trent Ziegler 2022 365,385   500,087 486,384 9,150 1,361,006
Chief Financial Officer 2021 276,080   562,177 362,943 8,688 1,209,888
J.D. Moriarty(1) 2022 454,231   1,916,048 1,216,017 1,488 3,587,784
Chief 2021 430,000   1,575,969 1,376,957 2,448 3,385,374
Operating Officer 2020 421,923   1,122,857 787,484 2,345 2,334,609

Scott Peyree

President,

2022 460,000   1,916,048 1,216,017 6,840 3,598,905
LendingTree Insurance 2021 455,988   3,224,349 6,840 3,687,177

Scott Totman

Chief Technology Officer

2022 395,192   875,011 851,229 9,150 2,130,582

 

(1) Mr. Moriarty served as the Company’s Chief Financial Officer from August 2017 to May 2021.
   
(2) Mr. Ziegler and Mr. Peyree each became one of our NEOs for the first time for fiscal 2021.  Thus, under the SEC’s rules, we are not required to report their compensation for any year before fiscal 2021. Mr. Totman became one of our NEOs for the first time in fiscal 2022. Thus, under the SEC’s rules, we are not required to report his compensation for any year before fiscal 2022.

 

(3) Reflects the dollar amounts of the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, of the stock awards and option awards granted to the NEO for the years shown. Generally, the grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. For additional information regarding the assumptions made in calculating these amounts, see Note 14 “Stock-Based Compensation” to our audited, consolidated financial statements included in our Annual Report on Form 10-K which was filed with the SEC on February 28, 2023. The multi-year nature of our CEO’s awards is discussed above under “2020 CEO Employment Agreement” on page 38. The vesting terms of these equity awards are described in the table below under “Outstanding Equity Awards at Fiscal 2022 Year-End” on page 45 and footnotes to such table. The table does not include grants to family members or spouses of the NEOs. For a description of shares beneficially owned by the NEOs, please refer to “Stock Ownership Information” on page 63 below.

 

(4) The detailed figures for fiscal 2022 for all other compensation are shown in the table below:

 

LENDINGTREE 2023 Proxy Statement      43

 

 

All Other Compensation Table

 

    Year   Matching
Contributions 
made by 
LendingTree 
to 401(k)(a)
   

Tax Gross Up(b)

 

      Remote
Communication
Expenses/
Cellphone(a)
   

Other(b)

 

Douglas Lebda   2022   $ 9,150     $ 99,983       $ 2,357     $ 125,000
    2021   $ 8,700     $       $ 1,720     $
    2020   $ 8,400     $       $ 1,330     $
Trent Ziegler   2022   $ 9,150     $       $     $
    2021   $ 7,728     $       $ 960     $
J.D. Moriarty   2022   $ 1,488     $       $       $
    2021   $ 1,488     $       $ 960     $
    2020   $ 1,385     $       $ 960     $
Scott Peyree   2022   $ 6,840     $       $     $
    2021   $ 6,840     $       $     $
Scott Totman   2022   $ 9,150     $       $     $
  (a) All of the NEOs received matching contributions under LendingTree’s 401(k) plan. Mr. Lebda received reimbursement for certain communication expenses in 2022. Prior to 2022, we reimbursed our other NEOs for certain communication expenses.
  (b) In March 2022, the Company paid $125,000 plus an income tax restoration payment in the amount of $99,983 in connection with Mr. Lebda’s Hart-Scott Rodino Act filings.

 

Grants of Plan-Based Awards During Fiscal 2022

 

The following table provides information on cash-based and equity-based awards granted in fiscal 2022 to the NEOs.

 

Name Grant Date(1) All Other Stock
Awards: Number
of Shares of
Stock or Units
 (#)
  All Other Option
Awards: Number of
Securities
Underlying Options
(#)
  Exercise or
 Base Price
of Option
Awards
($/Sh)
Grant Date
 Fair Value of
Stock and Option
Awards
 ($)(2)
(a) (b) (i)   (j)   (k) (l)
Douglas Lebda 3/2/2022 5,380         609,393 
Trent Ziegler 3/2/2022  5,491         621,966 
  3/2/2022     8,392   113.27 486,384
J.D. Moriarty 3/2/2022 13,029         1,475,795 
  3/2/2022     20,981   113.27 1,216,017
  5/2/2022 8,000         666,000
Scott Peyree 3/2/2022 13,016         1,474,322 
  3/2/2022     20,981   113.27 1,216,017
  5/2/2022 8,000         666,000
Scott Totman 3/2/2022 9,215         1,043,783 
  3/2/2022     14,687   113.27 851,229

 

  (1) Equity awards were granted under our 2008 Stock Plan. Vesting of the equity awards is described in the table below under “Outstanding Equity Awards at Fiscal 2022 Year-End.”
  (2) Represents the grant date fair value of the respective awards of stock options and RSUs, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 14 “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2022, which is included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 28, 2022.

 

LENDINGTREE 2023 Proxy Statement      44

 

 

Outstanding Equity Awards at Fiscal 2022 Year-End

The following table provides information regarding equity awards held by our NEOs as of December 31, 2022.

 

    Option Awards   Stock Awards
Name   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
  Option
Exercise
Price ($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
  Market Value of
Shares or Units of
Stock That Have Not
Vested(1) ($)
Douglas Lebda   54,103           23.80   5/7/2024        
    200,000           26.59   8/6/2024        
    5,973           69.94   2/24/2026        
    446,893        225,606(2)   183.80   7/26/2027        
    34,776   
  17,556(3)   340.25   1/2/2028        
    17,352   5,785(4)       308.96   2/14/2029        
            27,132(5)   308.96   2/14/2029        
            31,940(6)   275.82   2/28/2030        
    13,269   13,270(7)       275.82   2/28/2030        
            363,464(8)   300.00   12/3/2030        
    41,950   89,903(9)       300.00   12/3/2030        
                        5,380(10)   114,755
Trent Ziegler   122           371.25   2/21/2028        
    188           310.19   2/21/2029        
    285   143(11)       275.82   2/28/2030        
    149    301(12)       253.42   3/3/2031        
    917    1,837(13)       200.64   6/3/2031        
        8,392(14)       113.27   3/2/2032        
                        170(15)   3,626
                        369(16)   7,871
                        998(17)   21,287
                        1,076(10)   22,951
                        4,415(18)   94,172
J.D. Moriarty   18,240           163.50   6/5/2027        
    19,435           231.55   8/30/2027        
    10,416           223.90   10/22/2027        
    3,799   1,901(11)       275.82   2/28/2030        
    3,369    6,740(12)       253.42   3/3/2031        
        20,981(14)       113.27   3/2/2032        
                        968(15)   20,647
                        3,553(16)   75,785
                        11,036(18)   235,398
                        1,993(10)   42,511
Scott Peyree   831   416(11)       275.82   2/28/2030        
        20,981(14)       113.27   3/2/2032        
                        212(15)   4,522
                        11,186(19)   238,597
                        1,980(10)   42,233
                        11,03618)   235,398
Scott Totman   2,661   1,331(20)       239.47   12/3/2030        
    1,759   3,519(12)       218.31   4/19/2031        
        14,687(14)       113.27   3/2/2032        
                        697(21)   14,867
                        1,909(16)   40,719
                        1,490(10)   31,782
                        7,725(18)   164,774

 

(1) The market value of the unvested RSUs and RSAs is calculated by multiplying the respective number of shares or units of stock by the closing market price of $21.33  for a share of our common stock as of December 31, 2022.
(2) The performance based nonqualified stock option has both time and performance based vesting conditions. Shares that become performance vested based on the achievement of performance goals became vested and exercisable on September 30, 2022.
(3) The performance based nonqualified stock option has both time and performance based vesting conditions. Shares that become performance vested based on the achievement of performance goals became vested and exercisable on September 30, 2022.
(4) These stock options vest in four equal annual installments beginning on February 14, 2020 subject to continuing service.
(5) The performance based nonqualified stock option has both time and performance based vesting conditions. Shares that become performance vested based on the achievement of performance goals will become vested and exercisable on March 31, 2023, subject to continued service.
(6) The performance based nonqualified stock option has both time and performance based vesting conditions. Shares that become performance vested based on the achievement of performance goals will become vested and exercisable on March 31, 2024, subject to continued service.
(7) These stock options vest in four equal annual installments beginning on February 28, 2021, subject to continuing service.
(8) The performance based nonqualified stock option has both time and performance based vesting conditions. Shares that become performance vested based on the achievement of performance goals will become time-vested and exercisable in three equal annual installments upon Mr. Lebda’s continued service through December 31 of each of 2024, 2025 and 2026, except that any shares that are performance vested for the first fiscal quarter of 2025 will become time-vested and exercisable in three equal installments upon Mr. Lebda’s continued service upon the Company’s certification of the achievement of the applicable performance hurdle and on December 31 of each of 2025 and 2026.

 

LENDINGTREE 2023 Proxy Statement      45

 

 

 

(9) These stock options vest in six equal annual installments beginning on December 31, 2021, subject to continuing service.
(10) This RSU award vests in a single installment on March 2, 2023, subject to continuing service.
(11) These stock options vest in three equal annual installments beginning on February 28, 2021, subject to continuing service.
(12) These stock options vest in three equal annual installments beginning on March 3, 2022, subject to continuing service.
(13) These stock options vest in three substantially equal annual installments beginning on June 3, 2022, subject to continuing service
(14) These stock options vest in three substantially equal installments beginning on March 2, 2023, subject to continuing service.
(15) This RSU award vests in three substantially equal annual installments beginning on February 28, 2021, subject to continuing service.
(16) This RSU award vests in three substantially equal annual installments beginning on March 3, 2022, subject to continuing service.
(17) This RSU award vests in three substantially equal annual installments beginning on June 3, 2022, subject to continuing service.
(18) This RSU award vests in three substantially equal annual installments beginning on March 2, 2023, subject to continuing service.
(19) This RSU award vests in three substantially equal annual installments beginning on August 4, 2022, subject to continuing service.
(20) These stock options in three substantially equal annual installments beginning on December 3, 2021, subject to continuing service.
(21) This RSU award vests in three substantially equal annual installments beginning on December 3, 2021, subject to continuing service.

 

Option Exercises and Stock Vested During Fiscal 2022

 

The following table shows information regarding (i) stock options exercised during fiscal 2022 by the NEOs, including the total number of shares acquired upon exercise and the aggregate value realized before payment of applicable withholding tax and brokerage commissions and (ii) the value received from the vesting of restricted stock units and restricted stock in fiscal 2022 for the NEOs.

For option awards, the value realized equals the aggregate fair market value of the common stock acquired on the date of exercise of the options minus the aggregate exercise price. For stock awards, the value realized equals the aggregate fair market value of our common stock based on the closing price of our shares on the applicable date of vesting.

 

  Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
 Acquired on Vesting
(#)
Value Realized
on Vesting
($)
Douglas Lebda - - 41,347 2,115,111
Trent Ziegler - - 927 80,633
J.D. Moriarty - - 3,379 385,447
Scott Peyree - - 5,804 271,661
Scott Totman - - 1,650 125,446

 

Pension Benefits

 

We do not maintain any defined benefit pension plans for our NEOs.

 

2022 Nonqualified Deferred Compensation Table

 

The following table presents information concerning deferred compensation during the fiscal year ended December 31, 2022.

 

Name

Executive Contributions

in Last fiscal year ($)

Registrant Contributions

in Last fiscal year($)

Aggregate Earnings

in Last fiscal year ($)

Aggregate Withdrawals/‌

Distributions ($)

Aggregate Balance

at Last FYE ($)

Douglas Lebda - - - - -
Trent Ziegler - - (2,912) - 15,005
J.D. Moriarty - - - - -
Scott Peyree - - - - -
Scott Totman - - - - -

 

LENDINGTREE 2023 Proxy Statement      46

 

 

 

Non-Qualified Deferred Compensation

 

The Company maintains the LendingTree, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that gives eligible participants the opportunity to defer receipt of a portion of their salary, bonus and specified compensation.

 

Under the Deferred Compensation Plan, unless otherwise specified by the Compensation Committee in the compensation deferral agreement, eligible participants may defer up to 75% of their base salary and up to 100% of bonus, incentive compensation and/or equity awards for a plan year. 

 

We may make discretionary contributions to participant accounts. Company contributions vest in accordance with the vesting schedule established by the Compensation Committee at the time the company contribution is made. All company contributions become 100% vested upon the participant’s death or disability. We may also increase a participant’s vested interest in a company contribution in our sole discretion. Any portion that remains unvested upon the participant’s separation from service (as determined by the Committee in accordance with Section 409A of the Code) will be forfeited.

 

Participants are generally entitled to payment of the vested portion of their termination accounts, and any specified date accounts that has not commenced distribution as of the separation from service date, upon the participant’s separation from service other than death. In the event of death, the participant’s designated beneficiary will be entitled to receive the vested portion of the participant’s unpaid account balance.

 

Potential Payments Upon Termination of Employment or Change in Control

 

PAYMENTS MADE UPON RESIGNATION OR TERMINATION FOR CAUSE, DEATH OR DISABILITY

 

If an NEO resigns or his/her employment is terminated by us for cause, the NEO will be entitled only to any accrued and unpaid salary and vested benefits and no severance.

 

Upon termination of his employment due to death or disability, Mr. Lebda is entitled to additional base salary payments through the end of the month in which such termination occurs.

 

In addition, equity awards held by the NEOs will become fully vested upon termination of employment due to death or disability.

 

PAYMENTS MADE UPON INVOLUNTARY TERMINATION BY LENDINGTREE WITHOUT CAUSE OR FOR GOOD REASON BY NEO OR A CHANGE IN CONTROL OF LENDINGTREE

 

If an NEO who (i) is party to an employment (or offer letter) agreement is involuntarily terminated either without cause by us (or by the NEO due to a specified good reason) or (ii) participates in the Executive Severance Pay Plan, then such NEO may be entitled to severance benefits, as set forth in the table below. Severance payments are made in installments and consist of salary and continuation of health insurance benefits. Severance benefits also include accelerated equity vesting over a period of time.

 

In each case, receipt of severance benefits is conditioned on the NEO providing a release of claims, compliance with customary confidentiality and inventions assignment covenants and, in Mr. Lebda’s case, compliance with non-competition and customer and employee non-solicitation restrictions during employment and for twenty-four months thereafter and, with respect to our other NEOs, compliance with non-competition and customer non-solicitation restrictions during employment and for twenty-four months thereafter (except in Mr. Peyree’s case, compliance with non-competition restrictions during employment and for eighteen months thereafter), employee non-solicitation restrictions during employment and for eighteen months thereafter and contractor, lender, supplier and vendor non-solicitation restrictions during employment and for twelve months thereafter.

 

HYPOTHETICAL POTENTIAL PAYMENT ESTIMATES

 

The table below provides estimates for compensation payable to each NEO under hypothetical termination of employment and change in control scenarios under our compensatory arrangements other than nondiscriminatory arrangements generally available to salaried employees. If any such NEO resigns without “Good Reason” or is terminated by us for “Cause” (as defined for each NEO in the table below), such NEO will be entitled only to any accrued and unpaid salary and vested benefits and no severance benefits.

 

The amounts shown in the table are estimates and assume the hypothetical involuntary termination or change in control occurred on December 31, 2022, the last day of fiscal 2022, applying the provisions of the contractual agreements that were in effect as of such date. Due to the number of factors and assumptions that can affect the nature and amount of any benefits provided upon the events discussed below, any amounts paid or distributed upon an actual event may (and likely will) differ.

 

For purposes of the hypothetical payment estimates shown in the table below, some of the other important assumptions were:

 

  annual base salary as of December 31, 2022;

 

  severance benefits as provided under the NEO’s employment agreement or Executive Severance Pay Plan, as applicable;
    severance payments are made in installments over a period of time as provided under the NEO’s employment agreement, or Executive Severance Pay Plan, as applicable;

 

LENDINGTREE 2023 Proxy Statement      47

 

 

 

  cash out of all unvested equity compensation awards (for which vesting is accelerated on December 31, 2022) at their intrinsic value on December 31, 2022;

 

  December 30, 2022 per share closing price of $21.33 (last trading day of fiscal 2022);

 

  no severance benefits are offset by mitigation; and

 

  NEOs comply with all conditions to obtaining severance benefits including providing release of claims.

 

Name  

Change in Control

Without

Involuntary

Termination (1)

    Involuntary
Termination (Without
Cause or for Good
Reason) Outside of
Change in
Control Protection
Period (2)(3)
    Involuntary
Termination (Without
Cause or for Good
Reason) Within 12
Months (or 24 months,
in Mr. Lebda’s case)
of a Change in Control
(1)(2)(3)
    Death or Disability(4)   
Douglas Lebda                                
Cash Severance   $     $ 2,625,000     $ 4,312,500     $  
Continuation of Health Insurance Benefits           22,743       22,743        
Acceleration of Vesting of Equity Awards     114,755       114,755       114,755       114,755  
Total   $ 114,755     $ 2,762,498     $ 4,449,998     $ 114,755  
Trent Ziegler                                
Cash Severance   $     $ 375,000     $ 1,312,500     $  
Continuation of Health Insurance Benefits           14,916       18,645        
Acceleration of Vesting of Equity Awards     149,907       72,522       149,907       149,907  
Total   $ 149,907     $ 462,438       1,481,052     $ 149,907  
J.D. Moriarty                                
Cash Severance   $     $ 460,000     $ 1,955,000     $  
Continuation of Health Insurance Benefits           22,226       27,782        
Acceleration of Vesting of Equity Awards      374,342       179,492       374,342       374,342  
Total   $ 374,342     $ 661,718     $ 2,357,124     $ 374,342  
Scott Peyree                                
Cash Severance   $     $ 460,000     $ 1,955,000     $  
Continuation of Health Insurance Benefits           22,226       27,782        
Acceleration of Vesting of Equity Awards     520,751       244,506       520,751       520,751  
Total   $ 520,751     $ 726,732       2,503,533     $ 520,751  
Scott Totman                                
Cash Severance   $     $ 400,000     $ 1,520,000     $    
Continuation of Health Insurance Benefits           13,363       16,704          

Acceleration of Vesting of Equity Awards

    252,142       121,901       252,142       252,142  
Total   $ 252,142     $ 535,264       1,788,846     $ 252,142  

 

(1) For Mr. Lebda, a “Change of Control” results when: (i) any person or entity, other than Mr. Lebda or persons or entities having beneficial ownership of securities of LendingTree also beneficially owned by Mr. Lebda, becomes a beneficial owner, directly or indirectly, of securities of LendingTree representing fifty percent or more of the total voting power of all of LendingTree’s then outstanding voting securities, excluding such event occurring via the acquisition by such person or entity of beneficial ownership of securities from, or via the sharing of beneficial ownership with, Mr. Lebda’s beneficially-owned entities, (ii) a merger or consolidation of LendingTree in which LendingTree’s voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (iii) a sale of all or substantially all of the assets of LendingTree or a liquidation or dissolution of LendingTree.

 

For Messrs. Ziegler, Moriarty, Peyree, and Totman a “Change of Control” means: (i) the acquisition by any individual, entity or group, other than LendingTree, of beneficial ownership of equity securities of LendingTree representing fifty percent or more of the total voting power of all of LendingTree’s then outstanding voting securities; (ii) individuals who, as of the approval date of the 2008 Stock Plan, constitute the Board of Directors (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of Directors of LendingTree; provided, however, that any individual becoming a director subsequent to the approval date of the 2008 Stock Plan, whose election, or nomination for election by the LendingTree’s stockholders, was approved by a vote of at least a majority of the Incumbent Directors at such time shall become an Incumbent Director, but excluding any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors, (iii) a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the LendingTree, the purchase of assets or stock of another entity or other similar corporate transaction (a “Business Combination”), in each case, unless immediately following such Business Combination, (A) more than fifty percent of the resulting voting power resides in outstanding voting securities retained by the LendingTree stockholders in the Business Combination and/or voting securities received by such stockholders in the Business Combination on account of outstanding voting securities, and (B) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the initial agreement, or action of the Board of Directors, providing for such Business Combination, or (iv) consummation of a complete liquidation or dissolution of LendingTree.

 

LENDINGTREE 2023 Proxy Statement      48

 

 

 

(2) For Mr. Lebda, “Cause” means: (a) the plea of guilty or nolo contendere to, or conviction for, a felony offense, provided that (i) after indictment, LendingTree may suspend Mr. Lebda from the rendition of services, but without limiting or modifying in any other way LendingTree’s obligations to Mr. Lebda under his employment agreement, and (ii) Mr. Lebda’s employment will be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate his employment for Cause; (b) a material breach by Mr. Lebda of a fiduciary duty owed to LendingTree; (c) a material breach by Mr. Lebda of any of the restrictive covenants made by him in his employment agreement; or (d) the willful or gross neglect by Mr. Lebda of the material duties required by his employment agreement.

 

For Messrs. Ziegler, Moriarty, Peyree and Totman, “Cause” means, as determined in the sole discretion of LendingTree, or any misconduct deemed by LendingTree to be detrimental to the interest of LendingTree or any of its divisions, subsidiaries, affiliates or employees. For the purposes of this plan, such misconduct includes, but is not limited to (i) embezzlement, fraud, or theft; (ii) conviction of, or entry of a plea of guilty or nolo contendere to, a crime that constitutes a felony or other crime involving moral turpitude; (iii) breach of fiduciary duty; (iv) personal dishonesty that is, or could reasonably be expected to be, materially injurious to LendingTree; (v) a violation of any applicable policy, code, or standard of ethics of LendingTree; (vi) excessive and unexcused absenteeism unrelated to a disability; (vii) competing with LendingTree while employed by LendingTree; and (viii) violating the terms of any restrictive covenant with LendingTree, including without limitation any non-compete, non-solicitation, or confidentiality obligation.

 

(3) For Mr. Lebda, “Good Reason” means the occurrence of any of the following without Mr. Lebda’s written consent: (i) a material adverse change in his title at LendingTree, duties for LendingTree, operational authorities or reporting responsibilities as they relate to his position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the date of his agreement, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by LendingTree promptly after receipt of notice thereof given by Mr. Lebda (and it will be considered a material adverse change if immediately following a Change of Control Mr. Lebda is not the chief executive officer of the ultimate parent entity of the combined or surviving entity resulting from such Change of Control), (ii) a material reduction in his annual base salary, (iii) a relocation of his principal place of business more than 25 miles from the Charlotte, North Carolina metropolitan area, or (iv) a material breach by LendingTree of his agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by LendingTree promptly after receipt of notice thereof given by Mr. Lebda.

 

(4) For Mr. Lebda, “Disability” means a condition, resulting from bodily injury or disease, that renders, and for a six consecutive month period has rendered, him unable to perform substantially the duties pertaining to his employment with LendingTree. A return to work of less than 14 consecutive days would not be considered an interruption in his six consecutive months of disability. Disability will be determined by LendingTree on the basis of medical evidence satisfactory to LendingTree.

 

LENDINGTREE 2023 Proxy Statement      49

 

 

CEO Pay Ratio

 

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Mr. Douglas Lebda as follows:

 

CEO Total Compensation $986,490
Median Employee Annual Total Compensation $108,034
CEO to Median Employee Pay Ratio 9:1

 

The CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

 

To identify the median employee in fiscal 2022, we determined the pay ratio employee population to be persons employed by LendingTree and its subsidiaries on a full-time, part-time, seasonal or temporary basis as of December 31, 2022. We did not include contractors or leased workers who provide services but are not employed by us, and whose compensation is determined by an unaffiliated third party. As a result, we determined that our pay ratio employee population is 1,168 employees.

 

In calculating the compensation for the pay ratio employee population, we utilized annual compensation, overtime paid, commissions paid, annual cash incentive, annual equity grants, 401(k) matching and allowances. We included annual equity grants because we grant equity to a large percentage of our employee population and therefore believe it is applicable to the CEO pay ratio. We annualized the compensation for permanent employees who were hired between January 1, 2022 and December 31, 2022.

 

Using this measure, we identified a “median employee” who had an annual total compensation in fiscal 2022 of $108,034 as determined under the same rules used to determine Mr. Lebda’s total compensation for fiscal 2022. The annual compensation in fiscal 2022 for our CEO was $986,490. Based on this information, the CEO pay ratio of the total annual compensation of our CEO to the total annual compensation of our median employee for fiscal 2022 is 9:1.

 

The SEC rules for identifying the median compensated employee and calculating the CEO pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the CEO pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 


LENDINGTREE 2023 Proxy Statement      50

 

 

Pay Versus Performance

 

As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”

 

Year(1) Summary
Compensation
Table Total for PEO
Compensation
Actually Paid to
PEO (2)
Average Summary
Compensation
Table Total for Non-
PEO NEOs
Average
Compensation
Actually Paid to
Non-PEO NEOs (2)
Value of Initial Fixed $100 Investment Based on: Net Income
($Millions)

CSM:
Adjusted
EBITDA
($Millions) (4)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return (3)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
2022 $986,490 ($19,820,499) $2,669,569 ($122,097) $7.03 $81.50 ($188) $84
2021 $1,369,813 ($148,452,518) $2,444,037 $191,542 $40.40 $134.41 $69 $135
2020 $52,023,140 $30,876,980 $2,052,741 $1,416,532 $90.23 $137.32 ($48) $124

 

(1) Our PEO for each year reported is Douglas Lebda, our Chief Executive Officer. The individuals comprising the Non-PEO NEOs for each reported year are listed below.

 

2020 2021 2022

Neil Salvage

J.D. Moriarty

Jill Olmstead

Sushil Sharma

Trent Ziegler

J.D. Moriarty

Jill Olmstead

Scott Peyree

Neil Salvage

Trent Ziegler

J.D. Moriarty

Scott Peyree

Scott Totman

 

(2) “Compensation Actually Paid” (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

  PEO(i)(ii)
Fiscal Year 2020 2021 2022
SCT Total Compensation $52,023,140 $1,369,813 $986,490
- Stock and Option Award Values Reported in SCT for the Covered Year ($51,173,410) ($609,893) $0
+ Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year $63,447,076 $226,810 $114,755
+ Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($32,561,596) ($144,913,228) ($3,222,417)
+ Fair Value of Stock and Option Awards Granted in Covered Year that Vested $0 $0 $0
+ Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year ($858,230) ($4,526,020) ($15,867,193)
- Fair Value of Stock and Option Awards Forfeited during the Covered Year $0 $0 ($1,832,134)
Compensation Actually Paid $30,876,980 ($148,452,518) ($19,820,499)

 

  Average Non-PEO NEO(i)(ii)
Fiscal Year 2020 2021 2022
SCT Total Compensation $2,052,741 $2,444,037 $2,669,569
- Stock and Option Award Values Reported in SCT for the Covered Year ($1,669,445) ($1,678,067) ($2,244,210)
+ Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year $1,505,983 $958,366 $283,037
+ Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($556,249) ($789,088) ($652,021)
+ Fair Value of Stock and Option Awards Granted in Covered Year that Vested $0 $0 $0
+ Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year $83,503 ($743,706) ($178,472)
- Fair Value of Stock and Option Awards Forfeited during the Covered Year $0 $0 $0
Compensation Actually Paid $1,416,532 $191,542 ($122,097)

 

LENDINGTREE 2023 Proxy Statement      51

 

 

 

i. The fair value of performance share units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718.

 

ii. The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718.

 

(3) The peer group index is comprised of the Research Development Group (“RDG”) Internet Index, which is the industry line peer group reported in our 2023 Form 10-K.

 

(4) The Company Selected Measure (CSM) is Adjusted EBITDA.