LendingTree (TREE) Proxy Filing summary

Executive summary

• Achieved 33% AEBITDA growth in 2024, with all segments growing revenue year-over-year and significant improvements in operating efficiency and balance sheet strength.

• Insurance segment revenue rose 120% to $549M, with segment profit up 54%; Consumer and Home segments also showed strong performance and positive trends.

• Ended 2024 with net leverage reduced to 3.5x and $107M cash on hand, with plans to retire $115M in convertible notes in 2025.

• 2025 outlook anticipates continued growth, especially in insurance, with stable economic conditions supporting Home and Consumer segment revenue.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

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

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine nominees with diverse expertise in finance, technology, and public policy; 89% are independent.

• Annual election of directors, majority voting standard, and strong lead independent director.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Technology and Product Advisory, and Transactions.

• Board and committee evaluations conducted annually; stockholder recommendations for director candidates accepted.