LendingTree, Inc DEF 14A, filed Apr 25, 2025

About this DEF 14A

LendingTree, Inc. (TREE)

DEF 14A 2025-04-25 For: 2025-06-11

View Original

Added on June 12, 2026

Douglas Lebda

Chairman & Chief Executive Officer

Scott Peyree

Chief Operating Officer

President, LendingTree Marketplace

Jason Bengel

Chief Financial Officer (beginning August 9, 2024)

Scott Totman

Chief Technology Officer

Jill Olmstead

Chief Human Resources Officer

Trent Ziegler

Former Employee

Chief Financial Officer (May 17, 2021 - August 9, 2024)

LendingTree, Inc filed this DEF 14A on April 25, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

☒	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.

AGENDA ITEM	BOARD RECOMMENDATION		FOR MORE INFORMATION	Annual Meeting of Stockholders
1. To elect nine members of our Board of Directors (“Board of Directors” or “Board”), 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 death or removal or resignation from our Board of Directors)	✓	FOR (all nominees)	Page 17	June 11, 2025 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2025
2. Advisory vote to approve LendingTree’s (the “Company” or “LendingTree”) executive compensation (say on pay)	✓	FOR	Page 26
3. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 53

Proxy Summary		2
	2024 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	14
	Corporate Social Responsibility	15
Proposal No. 1: Election of Directors		17
	Our Board Nominees	17
Director Compensation		23
	Overview of Our Compensation Program for Non-Employee Directors	23
	Director Stock Ownership Guideline	23
	Director Compensation Table	24
	Outstanding Equity Awards for Directors at Fiscal Year-End 2024	25
Proposal No. 2: Advisory Vote to Approve Executive Compensation		26
Compensation Committee Report		27
	Compensation Discussion and Analysis	27
Executive Compensation Tables		39
	Fiscal 2024 Summary Compensation Table	39
	Grants of Plan-Based Awards During Fiscal 2024	40
	Outstanding Equity Awards at Fiscal 2024 Year-End	42
	Option Exercises and Stock Vested During Fiscal 2024	43
	Pension Benefits	43
	Non-Qualified Deferred Compensation	44
	Potential Payments Upon Termination of Employment or Change in Control	45
	CEO Pay Ratio	48
	Pay-Versus-Performance Table	49
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm		53
Audit Committee Report		54
Stock Ownership Information		55
	Security Ownership Table	55
Information About the Meeting, Voting and Proxies		57
Appendix A – Information Regarding Non-GAAP Financial Measures		A-1

Proposal	Board Recommendation		For More Information
1. Election of nine directors	✓	FOR (all nominees)	Page 17
2. Advisory vote on LendingTree’s executive compensation	✓	FOR	Page 26
3. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 53

						Committee Memberships ⁽¹⁾
DIRECTOR NOMINEE	AGE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	OTHER PUBLIC COMPANY BOARDS	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE	TECHNOLOGY AND PRODUCT ADVISORY	TRANSACTIONS
Gabriel Dalporto	53	2017	CEO of Guitar Center Holdings, Inc.	0	●					●
Thomas M. Davidson, Jr.	53	2017	Founder and CEO of Holt Street Holdings	0	●			C	●	●
Mark Ernst	66	2022	Managing Partner of Bellevue Capital LLC,	0	●		●
Robin Henderson	55	2014	Former Senior Director, Private Capital	0	●	●		●
Douglas Lebda (Chairman of the Board of Directors)	55	2008	Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc.	0						C
Steven Ozonian (Lead Independent Director)	69	2011	CEO of the Williston Financial Group	1	●	C	C
Diego Rodriguez	55	2022	Technology Leader and Former Chief Product Officer, Intuit	1	●				C	●
Saras Sarasvathy	65	2015	Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business	0	●			●	●
G. Kennedy Thompson	74	2017	Former Partner of Aquiline Capital Partners	2	●	●	●			●
			Number of meetings in fiscal 2024			4	5	3	0⁽²⁾	4

(1)	“C” indicates a committee chair.
(2)	The Board of Directors made the Technology and Product Advisory Committee an official committee on October 30, 2024.

What we do			What we don’t do
✔	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.	×	No repricing of stock options without stockholder approval.
✔	Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.	×	No granting of discounted or reload stock options.
✔	Expressly prohibit payment of dividends on unvested equity awards.	×	No excise tax gross-up.
✔	Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary).	×	No supplemental company paid retirement benefits.
✔	Maintain a clawback policy in accordance with Dodd-Frank clawback rules.

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.

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 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 2024 3
CURRENT MEMBERS		Technology and Product Advisory Committee
Diego Rodriguez (Chair) Tom Davidson Saras Sarasvathy		The Technology and Product Advisory 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 Technology and Product Advisory Committee is responsible for reviewing, assessing and assisting the Board in reviewing and assessing, the Company’s product development strategy, innovation strategy, investments in and development of the Company’s technological development strategies, and overseeing long-range technology and product outlook, policies and objectives, including strategies, policies and programs related thereto. Our Board has determined that each member of the Technology and Product Advisory Committee is independent, as defined under applicable Nasdaq listing standards.
NUMBER OF MEETINGS HELD IN FISCAL 2024 0* *The Committee was established on October 30, 2024
CURRENT MEMBERS		Transactions Committee
Douglas Lebda (Chair) Gabriel Dalporto Thomas M. Davidson, Jr. G. Kennedy Thompson Diego Rodriguez		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 and overseeing the Company’s capital structure, financial resources, financial issues of significance, and financial risks to effectively support the Company’s long-term strategic and operational objectives.
NUMBER OF MEETINGS HELD IN FISCAL 2024 4

	•	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;

	Thomas M. Davidson, Jr. Founder and Chief Executive Officer of Holt Street Holdings Director since: 2017 Age: 53

Committees: • Nominating and Corporate Governance Committee (Chair) • Technology and Product Advisory Committee • Transactions Committee	Biography Mr. Davidson is the founder and Chief Executive Officer of Holt Street Holdings. Prior to this, he was 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 2008 to December 2021. EverFi was purchased by Blackbaud, Inc. in December of 2021 for $750 million and Mr. Davidson served as the Executive Vice President of Blackbaud and President of EverFi until September 2024. EverFi, Inc. was sold by Blackbaud in December 2024. Prior to founding EverFi, Inc., Mr. Davidson was a venture capitalist at Village Ventures from 2007 to 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 previously served on the board of the 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.

	Mark Ernst Managing Partner of Bellevue Capital LLC Director since: 2022 Age: 66

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 previously served 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. Mr. Ernst previously served on the boards of Avantax, Inc. (formerly known as Blucora, Inc. and formerly NASDAQ: AVTA), 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 over 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 None.

	Robin Henderson Former Senior Director, Private Capital of RXR Realty Director since: 2014 Age: 55

Committees: • Nominating and Corporate Governance Committee • Audit Committee	Biography Ms. Henderson was with RXR Realty, which manages commercial and residential real estate properties and investments with an aggregate gross asset value of approximately $20.8 billion, comprising approximately 30.5 million square feet of commercial properties, inclusive of a multi-family residential portfolio of approximately 12,800 units under operation or development, from February 2010 until October 2024. She held a number of roles at RXR including Senior Director, Private Capital, and was responsible for sourcing institutional capital for both the company’s asset level joint ventures and discretionary funds and led the effort in raising approximately $15 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.

	Steven Ozonian Chief Executive Officer of the Williston Financial Group Director since: 2011 Age: 69

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), a non-bank provider of direct consumer loans in the United States, Attom Data, a real estate data services company, and 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: 55

Committees: • Technology and Product Advisory Committee (Chair) • 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 from May 2018 to May 2020, and as an Entrepreneur-in-Residence at Harvard Business School from August 2011 to July 2015. He is also a founding faculty member of the Hasso Plattner Institute of Design at Stanford University serving from November 2005 to June 2015. Mr. Rodriguez is currently a Global Advisor to Harvard Business School. Mr. Rodriguez joined the board of TrueCar, Inc. (NASDAQ: TRUE) in 2024 and was previously on the board of EngageSmart, Inc. (formerly NYSE: ESMT).	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 TrueCar, Inc (NASDAQ: TRUE)

	Saras Sarasvathy Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business Director since: 2015 Age: 65

Committees: • Nominating and Corporate Governance Committee • Technology and Product Advisory 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 valuable insights and best practices for the development of new products and a global understanding of innovative funding mechanisms to our Board of Directors. Other Public Company Boards None.

	G. Kennedy Thompson Former Partner of Aquiline Capital Partners Director since: 2017 Age: 74

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. (NYSE: 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. (NYSE: IIIN).

Compensation Element	Amount ($)
Annual Cash Retainer	50,000
Annual Equity Retainer⁽¹⁾	231,950
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 10,000 – Technology and Product Advisory 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 – Technology and Product Advisory Committee⁽²⁾ 2,500 – Transactions Committee⁽³⁾

Director Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Steven Ozonian	130,000	231,950	361,950
Robin Henderson	70,000	231,950	301,950
Saras Sarasvathy⁽³⁾	70,000	231,950	301,950
Thomas M. Davidson, Jr.⁽³⁾	75,500	231,950	307,450
G. Kennedy Thompson	72,500	231,950	304,450
Gabe Dalporto	52,500	231,950	284,450
Mark Ernst	60,000	231,950	291,950
Diego Rodriguez⁽³⁾	72,500	231,950	304,450

Director Name	Aggregate Number of Options Outstanding at Fiscal Year End (#)	Options Granted During The Fiscal Year Ended December 31, 2024	Aggregate Number of RSUs Outstanding at Fiscal Year End (#)
Steven Ozonian	5,169	—	5,000
Robin Henderson	4,899	—	5,000
Saras Sarasvathy	4,917	—	5,000
Thomas M. Davidson, Jr.	3,932	—	5,000
G. Kennedy Thompson	16,297	—	5,000
Gabe Dalporto	5,534	—	5,000
Mark Ernst	2,285	—	5,000
Diego Rodriguez	2,285	—	5,000

Executive Summary	28
Compensation Philosophy and Objectives	29
Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations	30
Peer Group	31
Compensation Governance	32
Elements of Compensation	33
Our Compensation Policies and Practices	36
Risk Assessment of Compensation Programs	36
Tax and Accounting Implications of Our Compensation Policies	37

	Criteria for Peer Group			General Characteristics
	Size			Revenue between 0.25x and 4x compared to LendingTree.
	Industry			Software and services, internet retail, interactive media and services, consumer finance, real estate services and/or research or consulting services, with focus on technology-enabled financial services and online marketplace.
	Data availability			IPO prior to 2021 to ensure at least two years of disclosed public company pay practices.

Angi	Eventbrite	OpenLane	Shutterstock
Atlanticus	EverQuote	Overstock.com	Stitch Fix
Bread Financial (formerly Alliance Data Systems)	Groupon	Quotient Technology	Trip Advisor
CarGurus	LendingClub	Q2	Yelp
Cars.com	Liquidity Services	Redfin
Enova	Nerdwallet	Sabre

Angi	Enova	MoneyLion	Shutterstock	ZipRecruiter
Atlanticus	Eventbrite	Nerdwallet	Stitch Fix
Bread Financial (formerly Alliance Data Systems)	EverQuote	OpenLane	Tripadvisor
Beyond	Groupon	Q2	Upwork
CarGurus	LendingClub	Redfin	Vivid Seats
Cars.com	Liquidity Services	Sabre	Yelp

What we do		What we don’t do
✔	Tie a significant portion of 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.	×	No repricing of stock options without stockholder approval.
✔	Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.	×	No granting of discounted or reload stock options.
✔	Expressly prohibit payment of dividends on unvested equity awards.	×	No excise tax gross-up.
✔	Maintain stock ownership guidelines for our CEO (6x base salary) and our other NEOs (1.5-3x base salary).	×	No supplemental company paid retirement benefits.
✔	Maintain a clawback policy in accordance with Dodd-Frank clawback rules.

Name	Fiscal 2023	Fiscal 2024	% Increase
Mr. Lebda	$750,000	$750,000	0%
Mr. Bengel⁽¹⁾		$350,000
Mr. Peyree	$460,000	$475,000	3%
Mr. Totman	$400,000	$420,000	5%
Ms. Olmstead	$400,000	$420,000	5%
Mr. Ziegler	$400,000	$425,000	6%

Pre-Bonus AEBITDA Target ($’s)	% to Bonus Pool	Bonus Pool Funding %
$150,000,000	13.5%	126.6%
$145,000,000	13.5%	122.3%
$140,000,000	13.5%	118.1%
$135,000,000	13.5%	113.9%
$130,000,000	13.5%	109.7%
$125,000,000	13.5%	105.5%
$120,000,000	13.5%	101.3%
$118,488,300	13.5%	100.0%
$115,000,000	13.5%	97.0%
$110,000,000	12.5%	85.9%
$105,000,000	11.5%	75.5%
$100,000,000	10.5%	65.6%
$95,000,000	9.5%	56.4%
$90,000,000	8.5%	47.8%
$85,000,000	7.5%	40.0%
$80,000,000	6.5%	32.5%
$75,000,000	5.5%	25.8%
<$75,000,000	0.0%	0.0%
Linear interpolation for performance between points shown.
*No bonus payout if pre-bonus AEBITDA is under $75M

Name	Salary ($)	Target Bonus as a Percent of Salary (%)	Target Bonus ($)
Mr. Lebda	$750,000	125%	$937,500
Mr. Bengel	$350,000	50%	$175,000
Mr. Peyree	$475,000	75%	$356,250
Mr. Totman	$420,000	60%	$252,000
Ms. Olmstead	$420,000	60%	$252,000
Mr. Ziegler	$425,000	50%	$212,500

Name and Principal Position	Year	Salary ($)	Stock Awards ($)⁽³⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
(a)	(b)	(c)	(e)	(f)	(g)	(i)	(j)
Douglas Lebda	2024	750,000	3,011,650	—	937,500	12,375	4,711,525
Chairman and	2023	750,000	—	—	468,750	12,058	1,230,808
Chief Executive Officer	2022	750,000	—	—	—	236,490	986,490
Jason Bengel ⁽¹⁾ Chief Financial Officer	2024	329,615	659,050	—	175,000	9,888	1,173,553
Scott Peyree	2024	472,116	1,539,580	—	356,250	9,669	2,377,615
President, LendingTree Marketplace and	2023	458,611	907,500	—	172,500	6,879	1,545,490
Chief Operating Officer	2022	460,000	1,916,048	1,216,017	—	6,840	3,598,905
Scott Totman	2024	416,154	703,775	—	252,000	10,350	1,382,279
Chief Technology	2023	400,000	412,500	—	120,000	9,900	942,400
Officer	2022	395,192	875,011	851,229	—	9,150	2,130,582
Jill Olmstead	2024	416,154	1,199,400	—	252,000	7,054	1,874,608
Chief Human	2023	400,000	495,000	—	120,000	6,923	1,021,923
Resources Officer	2022	395,192	800,026	778,260	—	6,317	1,979,795
Trent Ziegler ⁽²⁾	2024	273,077	1,199,400	—	—	8,192	1,480,669
Chief Financial	2023	395,192	412,500	—	100,000	9,900	917,592
Officer	2022	365,385	500,087	486,384	—	9,150	1,361,006

(1)	Mr. Bengel became one of our NEOs for the first time in fiscal 2024.
(2)	Mr. Ziegler served as the Company’s Chief Financial Officer from May 2021 until his departure from the Company on August 9, 2024. Mr. Ziegler also held the role of the Company’s Treasurer from April 2018 to August 2024.
(3)	Reflects the dollar amounts of the aggregate grant date fair value, computed in accordance with FASB 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 12 “Stock-Based Compensation” to our audited, consolidated financial statements included in our 2024 Annual Report. The multi-year nature of our CEO’s awards is discussed above under “2020 CEO Employment Agreement” on page 35. The vesting terms of these equity awards are described in the table below under “Outstanding Equity Awards at Fiscal 2024 Year-End” on page 41 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 54 below.
(4)	Reflects the amounts earned under the annual cash incentive programs. Information regarding our fiscal 2024 annual cash incentive program is described in the section above entitled “Annual Incentives,” on page 33.
(5)	The detailed figures for fiscal 2024 for all other compensation are shown in the table below:

	Year	Matching Contributions made by LendingTree to 401(k)^(a)		Tax Gross Up ^(b)		Remote Communication Expenses/ Cellphone^(a)		Other^(b)
Douglas Lebda	2024	$	10,350			$	2,025
	2023	$	9,900			$	2,158
	2022	$	9,150	$	99,983	$	2,357	$	125,000
Jason Bengel^(c)	2024	$	9,888
Scott Peyree	2024	$	9,669
	2023	$	6,879
	2022	$	6,840
Scott Totman	2024	$	10,350
	2023	$	9,900
	2022	$	9,150
Jill Olmstead	2024	$	7,054
	2023	$	6,923
	2022	$	6,317
Trent Ziegler^(d)	2024	$	8,192
	2023	$	9,900
	2022	$	9,150

	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 ($)	Option Expiration Date	Number of Shares or Units That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Douglas Lebda	5,973			69.94	2/24/2026
	446,893			183.80	7/26/2027
	34,776			340.25	1/2/2028
	23,137			308.96	2/14/2029
	26,539			275.82	2/28/2030
			363,464⁽²⁾	300.00	12/3/2030
	83,901	41,952⁽³⁾		300.00	12/3/2030
						35,000⁽⁴⁾	1,356,250
						15,000⁽⁵⁾	581,250	15,000⁽⁵⁾	581,250
Jason Bengel	159			378.95	2/16/2028
	188			310.19	2/21/2029
	428			275.82	2/28/2030
	562			253.42	3/3/2031
	1,007	504⁽⁶⁾		113.27	3/2/2032
						1,399⁽⁷⁾	54,211
						619⁽⁸⁾	23,986
						2,000⁽⁹⁾	77,500
						15,500⁽⁴⁾	600,625
Scott Peyree	1,247			275.82	2/28/2030
	13,987	6,994⁽⁶⁾		113.27	3/2/2032
						3,679⁽⁸⁾	142,561
						13,750⁽⁹⁾	532,813
						17,000⁽⁴⁾	658,750
						8,000⁽¹⁰⁾	310,000	8,000⁽¹⁰⁾	310,000
Scott Totman	3,992			239.47	12/3/2030
	5,278			218.31	4/19/2031
	9,791	4,896⁽⁶⁾		113.27	3/2/2032
						2,576⁽⁸⁾	99,820
						6,250⁽⁹⁾	242,188
						15,000⁽⁴⁾	581,250
						2,500⁽¹¹⁾	96,875
Jill Olmstead	12,521			218.33	10/1/2028
	3,824			218.33	10/1/2028
	5,344			275.82	2/28/2030
	5,616			253.42	3/3/2031
	8,951	4,477⁽⁶⁾		113.27	3/2/2032
						2,355⁽⁸⁾	91,256
						7,500⁽⁹⁾	290,625
						30,000⁽⁴⁾	1,162,500
Trent Ziegler⁽¹²⁾	122			371.25	8/9/2025
	188			310.19	8/9/2025
	428			275.82	8/9/2025
	450			253.42	8/9/2025
	2,754			200.64	8/9/2025
	5,594			113.27	8/9/2025

(1)	The market value of the unvested RSUs and restricted stock awards is calculated by multiplying the respective number of shares or units of stock by the closing market price of $38.75 for a share of our common stock as of December 31, 2024.
(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 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.
(3)	These stock options vest in six equal annual installments beginning on December 31, 2021, subject to continuing service.
(4)	This RSU award vests in three substantially equal annual installments beginning on March 1, 2025, subject to continuing service.
(5)	This RSU award has both time and performance based vesting conditions. 15,000 shares of this RSU award have achieved the performance criteria but have not yet met the time criteria. 7,500 of these shares will vest on each of May 16, 2025 and September 24, 2025. The remaining 15,000 shares have not yet met the performance based or time based vesting conditions as further described above in the “PSUs Granted to CEO and President” on page 35.
(6)	These stock options vest in three substantially equal installments beginning on March 2, 2023, subject to continuing service.
(7)	This RSU award vests in four substantially equal annual installments beginning on August 4, 2022, subject to continuing service.
(8)	This RSU award vests in three substantially equal annual installments beginning on March 2, 2023, subject to continuing service.
(9)	This RSU award vests in three annual installments beginning on March 2, 2024, subject to continuing service. The award vests 50% in the first year and 25% in each of the second and third years.
(10)	This RSU award has both time and performance based vesting conditions. 8,000 shares of this RSU award have achieved the performance criteria but have not yet met the time criteria. 4,000 of these shares will vest on each of May 16, 2025 and September 24, 2025. The remaining 8,000 shares have not yet met the performance based or time based vesting conditions as further described above in the “PSUs Granted to CEO and President” on page 35.
(11)	This RSU award vests in three substantially equal annual installments beginning on March 8, 2025, then on March 1, 2026 and March 1, 2027, subject to continuing service.
(12)	Mr. Ziegler served as the Company’s Chief Financial Officer from May 2021 until his departure from the Company on August 9, 2024. Mr. Ziegler also held the role of the Company’s Treasurer from April 2018 to August 2024.

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	–	–	–	–	–
Jason Bengel	–	–	–	–	–
Jill Olmstead	–	–	–	–	–
Scott Peyree	–	–	–	–	–
Scott Totman	–	–	–	–	–
Trent Ziegler	–	–	2,550	20,139	–

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		—		24,376		24,376		—
Acceleration of Vesting of Equity Awards		1,937,500		1,033,308		1,937,500		1,937,500
Total	$	1,937,500	$	3,682,284	$	6,274,376	$	1,937,500
Jason Bengel
Cash Severance	$	—	$	350,000	$	1,225,000	$	—
Continuation of Health Insurance Benefits		—		19,960		24,950		—
Acceleration of Vesting of Equity Awards		756,323		317,091		756,323		756,323
Total	$	756,323	$	687,051	$	2,006,273	$	756,323
Scott Peyree
Cash Severance	$	—	$	475,000	$	2,018,750	$	—
Continuation of Health Insurance Benefits		—		23,572		29,465		—
Acceleration of Vesting of Equity Awards		1,644,124		938,525		1,644,124		1,644,124
Total	$	1,644,124	$	1,437,097	$	3,692,339	$	1,644,124
Scott Totman
Cash Severance	$	—	$	420,000	$	1,596,000	$	—
Continuation of Health Insurance Benefits		—		13,200		16,501		—
Acceleration of Vesting of Equity Awards		1,020,133		446,904		1,020,133		1,020,133
Total	$	1,020,133	$	880,104	$	2,632,634	$	1,020,133
Jill Olmstead
Cash Severance	$	—	$	420,000	$	1,596,000	$	—
Continuation of Health Insurance Benefits		—		17,948		22,435		—
Acceleration of Vesting of Equity Awards		1,544,381		624,030		1,544,381		1,544,381
Total	$	1,544,381	$	1,061,978	$	3,162,816	$	1,544,381
Trent Ziegler⁽⁵⁾
Cash Severance	$	—	$	425,000	$	1,487,500	$	—
Continuation of Health Insurance Benefits		—		16,005		20,006		—
Acceleration of Vesting of Equity Awards		—		—		—		—
Total	$	—	$	441,005	$	1,507,506	$	—

CEO Total Compensation	$4,711,525
Median Employee Annual Total Compensation	$135,316
CEO to Median Employee Pay Ratio	35:1