LegalZoom.com (LZ) Proxy Filing summary

Executive summary

• Marked 24th year in business, maintaining leadership in online legal services with over 1.8 million active subscriptions and a network of 1,000+ independent attorneys.

• 2024 was challenging, prompting leadership transition and strategic refocus on core legal and compliance solutions, recurring revenue, and margin expansion.

• Achieved 4% net income margin (up 230 bps YoY), 22% Adjusted EBITDA margin (up 380 bps YoY), $135M in operating cash flow, and $165M in share repurchases, reducing share count by 10%.

• Economic uncertainty for small businesses noted; company aims to support compliance and access to capital for customers.

Voting matters and shareholder proposals

• Election of two Class I directors (Nathan Gooden and Neil Tolaney) for three-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six directors, 83% independent, with diverse backgrounds and an average tenure of 4 years.

• Board refreshment in 2024 with addition of Nathan Gooden, bringing financial and technology expertise.

• Board committees (Audit, Compensation, Nominating) are fully independent; annual evaluations and succession planning in place.

• Lead Independent Director role established; board structure reviewed regularly.

• No poison pill, robust stock ownership guidelines, and annual performance evaluations for executives.