UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Frontdoor, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

May 14, 2024

10:00 a.m. Central Daylight Time

3400 Players Club Parkway, Ste. 300
Memphis, Tennessee 38125-1731
www.frontdoorhome.com

REVIEW YOUR PROXY STATEMENT AND
VOTE IN ONE OF THE FOLLOWING WAYS:

INTERNET www.proxyvote.com

DURING THE MEETING www.virtualshareholdermeeting.com/FTDR2024

BY TELEPHONE Call 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada)

BY MAIL Complete, sign, date and promptly mail a paper proxy card, if you have received a paper copy of the proxy materials

How to vote: Your vote is important. Please review the instructions on each of your voting options described in the accompanying proxy statement as well as in the notice you received in the mail.

Record Date

Only stockholders of record at the close of business on March 25, 2024, the record date, are entitled to notice of, and to vote at, the 2024 Annual Meeting of Stockholders and at any and all adjournments or postponements.

NOTICE

of 2024 Annual
Meeting of
Stockholders

The 2024 Annual Meeting of Stockholders of Frontdoor, Inc. (the “Company”) will be held on Tuesday, May 14, 2024 at 10:00 a.m. Central Daylight Time (the “2024 Annual Meeting”).

Virtual Meeting

The 2024 Annual Meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/FTDR2024. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials.

Items of Business

At the 2024 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

1.	To elect the nine nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term;
2.	To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024;
3.	To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation;
4.	To hold a non-binding, advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation; and
5.	To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By Order of the Board of Directors

Jeffrey A. Fiarman

Senior Vice President, Chief Legal Officer and Secretary

March 29, 2024

frontdoor • 2024 Proxy Statement 1

3400 Players Club Parkway, Ste. 300
Memphis, Tennessee 38125-1731

2024 PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 14, 2024

The Board of Directors of Frontdoor, Inc. is furnishing you with this Proxy Statement in connection with the solicitation of proxies for use at the 2024 Annual Meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/FTDR2024 on Tuesday, May 14, 2024 at 10:00 a.m. Central Daylight Time. At the 2024 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

1	To elect the nine nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term;
2	To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024;
3	To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation;
4	To hold a non-binding, advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation; and
5	To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By submitting your proxy (via the Internet, telephone or mail), you authorize William C. Cobb, Chief Executive Officer and Chairman of the Board of Directors of the Company, Jeffrey A. Fiarman, Senior Vice President, Chief Legal Officer and Secretary of the Company, and Jessica P. Ross, Senior Vice President and Chief Financial Officer of the Company, to represent you and vote your shares at the 2024 Annual Meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponement(s) or adjournment(s) of the meeting.

The Company’s 2023 Annual Report is being made available to the Company’s stockholders concurrently herewith. Although the 2023 Annual Report is being made available concurrently with this Proxy Statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this Proxy Statement.

We are first making this Proxy Statement and accompanying materials available to stockholders on or about March 29, 2024. We will be hosting the 2024 Annual Meeting live via audio webcast on the Internet. A summary of the information you need to participate in the meeting online is provided below:

	•	Any stockholder can participate in the 2024 Annual Meeting live via audio webcast at www.virtualshareholdermeeting.com/FTDR2024
	•	The audio webcast starts at 10:00 a.m. Central Daylight Time
	•	Stockholders need a sixteen-digit control number to join the 2024 Annual Meeting
	•	Stockholders of record at the close of business on March 25, 2024 may vote electronically and submit questions while participating in the 2024 Annual Meeting on the Internet

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES OVER THE INTERNET, BY TELEPHONE, OR BY MAIL.

frontdoor • 2024 Proxy Statement 2

Table of Contents

Proxy Highlights and Summary	5
2024 Annual Meeting of Stockholders	5
Stockholder Voting Matters	5
Fiscal 2023 Performance Overview	5
Our Director Nominees	6
Corporate Governance Highlights	7
Executive Compensation Highlights	7
Proposal 1 Election of Directors	9
Directors of the Company	10
Knowledge, Skills and Experience of Directors	15
Skills Matrix	15
Director Compensation	16
Compensation and Stock Paid to Directors	16
Corporate Governance	18
What We Do and Don’t Do Within Our Governance Program	18
Composition of the Board of Directors	19
Diversity of Our Board of Directors	20
Director Independence	21
Committees of the Board of Directors	21
Corporate Governance Practices and Policies	23
Proposal 2 Ratification of the Selection of Independent Registered Public Accounting Firm	30
Independent Auditor Fees and Services	31
Audit Committee Report	32
Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation	33
Proposal 4 Advisory Vote On the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation	34
Executive Officers of the Company	35
Compensation Committee Report	37
Compensation Discussion and Analysis	38
Executive Summary	38
Objectives of Our Executive Compensation Program	39
Elements of Executive Compensation, Including for NEOs	40
Determination of Executive Compensation	41
Components of 2023 Compensation	43
Determinations of Prior Performance-Based Compensation Awards	46
Fiscal 2024 Executive Compensation	47
Additional Information about Our Compensation Practices	47
Clawback Policies	48
Stock Ownership Guidelines	49
Prohibitions on Short Sales, Hedges and Pledges	49
Executive Compensation Tables	50
Summary Compensation Table	50
Grants of Plan-Based Awards for Fiscal 2023	51
Outstanding Equity Awards at Fiscal 2023 Year-End	53
Option Exercises and Stock Vested For Fiscal 2023	55
Pension Benefits	55
Nonqualified Deferred Compensation for Fiscal 2023	55
Potential Payments Upon Termination or Change in Control	55
Pay Ratio Disclosure	61
Pay Versus Performance	62
Securities Authorized for Issuance Under Equity Compensation Plans	67
Security Ownership of Certain Beneficial Owners, Directors and Management	68
Procedures for Approval of Related Person Transactions	69
Delinquent Section 16(a) Reports	70
Additional Information	71
Information about the 2024 Annual Meeting of Stockholders and Voting	71
Other Business	76
Procedures for Submitting Stockholder Proposals	76
Stockholders of Record with Multiple Accounts	77
Annual Report and Other Corporate Documents	77

frontdoor • 2024 Proxy Statement 3

When	Time and Date: 10:00 a.m. Central Daylight Time, May 14, 2024

Location	Virtual Meeting Address: www.virtualshareholdermeeting.com/FTDR2024

Record Date	Record Date: March 25, 2024

Internet	Admission/Audio Webcast: Please follow instructions contained in “Information about the 2024 Annual Meeting of Stockholders and Voting.”

Proposal		Board’s Voting Recommendation	Page Reference
1.	Election of Directors	FOR EACH NOMINEE	9
2.	Ratification of Independent Registered Public Accounting Firm	FOR	30
3.	Advisory Vote Approving Executive Compensation	FOR	33
4.	Advisory Vote on Frequency of Future Executive Compensation Advisory Votes	ONE YEAR	34

•	Revenue increased 7% versus prior year to $1.78 billion;
•	Gross Profit Margin increased 700 basis points versus prior year to 50%;
•	Net Income increased to $171 million;
•	Diluted earnings per share increased to $2.12;
•	Adjusted EBITDA⁽¹⁾ increased 62% versus prior year to $346 million;
•	Customer retention rate improved 500 basis points versus prior year to 76.2%⁽²⁾; and
•	Launched the new Frontdoor brand
	First of its kind mobile app Offers one-stop-app for home repair and maintenance services at a touch


(1)	We define “Adjusted EBITDA” as net income before: depreciation and amortization expense; goodwill and intangibles impairment; restructuring charges; provision for income taxes; non-cash stock-based compensation expense; interest expense; loss on extinguishment of debt; and other non-operating expenses. See Part II. Item 7 in our Form 10-K for the fiscal year ended December 31, 2023 for a reconciliation of net income to Adjusted EBITDA.

(2)	Customer retention rate is presented on a rolling 12-month basis in order to avoid seasonal anomalies.

Name	Age	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William C. Cobb⁽²⁾	67	No
Lara H. Balazs⁽¹⁾	54	Yes			M
D. Steve Boland	55	Yes			M
Anna C. Catalano	64	Yes		C
Peter L. Cella	66	Yes	M	M
Christopher L. Clipper	55	Yes	C
Balakrishnan A. Ganesh⁽³⁾	52	Yes
Brian P. McAndrews⁽⁴⁾	65	Yes			C
Liane J. Pelletier	66	Yes	M	M

(1)	Ms. Balazs was elected to the Board on October 24, 2023.
(2)	Mr. Cobb serves as our CEO and Chairman of the Board of Directors in a combined role. In accordance with the Company’s Corporate Governance Guidelines, which requires all members of the Nominating and Corporate Governance Committee to be independent, as defined therein, Mr. Cobb does not sit on any of the Board’s committees.
(3)	Dr. Ganesh was elected to the Board on July 28, 2023.
(4)	Mr. McAndrews serves as Lead Director of the Board.

What We Do		What We Don’t Do
	Independent Lead Director		No Non-independent Directors on Committees
	Board Diversity Disclosure		No Classified Board
	Annual Board and Committee Self-Assessments		No Dual Class Voting Stock
	Board Oversight of ESG and Risk, including Enterprise Risk Management (“ERM”) and Cybersecurity		No Supermajority Voting Requirement to Amend Charter or Bylaws
	Annual Succession Planning		No Supermajority Voting on Business Combinations
	Regular Board Executive Sessions of Independent Directors		No Cumulative Voting
	Code of Conduct and Financial Code of Ethics		No Plurality Voting in Uncontested Elections

	•	Added two new independent members to the Board of Directors with extensive experience in technology, cybersecurity, marketing, strategy and product development, among other things;
	•	Board of Directors consists of nine members, with 33.3% being women, 44.4% being underrepresented minorities, and 66.7% being women or underrepresented minorities;
	•	Appointed a new chair for our Audit Committee;
	•	Amended our Securities Trading Policy to include additional restrictions regarding adoption of Rule 10b5-1 trading plans by members of our Board of Directors and management; and
	•	Published our 2023 Sustainability Report, our third Environmental, Social and Governance (“ESG”) report.

	•	Adopted an executive clawback policy requiring recoupment of certain excess incentive compensation from executives in certain events of a financial restatement;
	•	Aligned each executive’s annual long term incentive (“LTI”) opportunity to Company performance by structuring 50% of awards in the form of performance non-qualified stock options (“PSOs”) tied to stock price appreciation and 50% of awards in the form of restricted stock units (“RSUs”) for our NEOs; and
	•	Determined that the Company performance under the annual incentive plan (“AIP”) was 157% in the aggregate in accordance with the weightings applicable to each performance goal.

What We Do		What We Don’t Do
	Pay for Performance		No Excessive Risk-Taking in Our Compensation Programs
	Competitive Compensation/Peer Group Benchmarking		No Hedging, Pledging or Short Sales
	Annual Compensation Risk Assessment		No Backdating or Repricing of Stock Options
	Mandatory Executive Clawback Policy		No Tax Gross-Ups, Except for Executive Relocation
	Stock Ownership Guidelines and Holdings Requirements
	Double Trigger Vesting for Equity Awards
	Provide Limited Perquisites
	Independent Compensation Consultant

(1)	Mr. Cobb serves as CEO and Chairman of the Board of Directors in a combined role. In accordance with the Company’s Corporate Governance Guidelines, which requires all members of the Board’s committees to be independent, as defined therein, Mr. Cobb does not sit on any of the committees of the Board
(2)	Ms. Balazs was elected to the Board on October 24, 2023.
(3)	Dr. Ganesh was elected to the Board on July 28, 2023.
(4)	Mr. McAndrews serves as Lead Director of the Board.

	Balazs	Boland	Catalano	Cella	Clipper	Cobb	Ganesh	McAndrews	Pelletier
Knowledge, Skills and Experience
Consumer Services
Technology
Digital and Platform Services
Executive Leadership
Public Company Boards
Marketing
Product Development
Public Accounting & Finance
Strategy and M&A
Independence
Non-Employee Director
Tenure
Years	0.5	2.5	5.5	5.5	2.5	5.5	0.5	5.5	5.5

Retainer Type	Annual Retainer	Form of Payment	Timing of Payment
Base Retainer	$250,000	• $90,000 in Cash • $160,000 in shares of fully vested Common Stock	• In quarterly installments (i.e., $22,500 per quarter) • Annually, at the time of the annual meeting of stockholders
Retainer for non-employee Chairman of the Board	$150,000	• $50,000 in Cash • $100,000 in shares of fully vested Common Stock	• In quarterly installments (i.e., $12,500 per quarter) • Annually, at the time of the annual meeting of stockholders
Retainer for Lead Director	$25,000	• Cash	• In quarterly installments (i.e., $6,250 per quarter)
Retainer for Chair of Audit Committee	$25,000	• Cash	• In quarterly installments (i.e., $6,250 per quarter)
Retainer for Chair of Compensation Committee	$20,000	• Cash	• In quarterly installments (i.e., $5,000 per quarter)
Retainer for Chair of Nominating and Corporate Governance Committee	$10,000	• Cash	• In quarterly installments (i.e., $2,500 per quarter)

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
Lara H. Balazs⁽³⁾	$	16,875	$	88,111	$	104,986
D. Steve Boland	$	85,000	$	159,998	$	244,998
Anna C. Catalano⁽⁴⁾	$	105,000	$	159,998	$	264,998
Peter L. Cella	$	85,000	$	159,998	$	244,998
Christopher L. Clipper⁽⁵⁾	$	101,003	$	159,998	$	261,001
Richard P. Fox⁽⁶⁾	$	50,000	$	—	$	50,000
Balakrishnan A. Ganesh⁽⁷⁾	$	38,397	$	126,231	$	164,628
Brian P. McAndrews⁽⁸⁾	$	120,000	$	159,998	$	279,998
Liane J. Pelletier	$	85,000	$	159,998	$	244,998

(1)	Amounts consist of the cash retainers earned in fiscal 2023 and paid quarterly for services rendered as directors on our Board of Directors.
(2)	Stock awards consist solely of awards of the Company’s fully vested Common Stock. The amounts shown represent the aggregate grant date fair value of stock awards granted by the Company to (i) all directors, other than Dr. Ganesh and Ms. Balazs, on May 11, 2023; (ii) Dr. Ganesh on July 28, 2023; and (iii) Ms. Balazs on October 24, 2023, calculated in accordance with applicable accounting standards, based solely on the closing price of our Common Stock on the Nasdaq on the day before the date of the grant and rounded to the nearest whole share. Dr. Ganesh and Messrs. Boland, Cella and Clipper elected to defer receipt of their grants of the annual stock award as DSEs until 30 days after they no longer sit on the Company’s Board.
(3)	Ms. Balazs was elected to the Board of Directors on October 24, 2023, and her fees earned in cash (paid with her first quarter fees on January 1, 2024) and October 24, 2023 stock award were pro-rated from this date.
(4)	Chair of the Compensation Committee.
(5)	Chair of the Audit Committee.
(6)	Amounts shown represent the cash fees paid to Mr. Fox in fiscal 2023 through his retirement from the Board of Directors on May 11, 2023.
(7)	Dr. Ganesh was elected to the Board of Directors on July 28, 2023, and his fees earned in cash (paid with his fourth quarter fees on October 1, 2023) and July 28, 2023 stock award were pro-rated from this date.
(8)	Lead Director and Chair of the Nominating and Corporate Governance Committee.

Board Independence		• All of our directors other than our Chairman and CEO are independent.
Board Committees		• We have three Board committees—Audit, Compensation and Nominating and Corporate Governance. • All committees are comprised of independent directors.
Executive Sessions		• Independent members of the Board and each of the committees regularly meet in executive session with no member of management present.
Board Leadership		• Our Board elected an independent Lead Director upon the commencement of the Chairman of the Board’s dual role as Chairman and CEO. • The authority and responsibilities of the Lead Director are specified in our Corporate Governance Guidelines, as discussed below.
Board Diversity		• The composition of the Board encompasses a broad range of skills, experience and industry knowledge, as well as gender, racial and ethnic diversity; comprised of 33.3% women, 44.4% underrepresented minorities, and 67% women and underrepresented minorities.
Risk Oversight		• The Board and its committees are active in overseeing Company risk and regularly review the allocation of risk oversight among the Board and committees.
Accountability to Stockholders		• All directors are elected by our stockholders annually. • Only a majority vote of stockholders is required to amend our restated certificate of incorporation or our amended and restated bylaws. • We have a robust stockholder engagement program.
Self-Assessment		• The Board and its committees annually evaluate and discuss their respective performance and effectiveness. • The Nominating and Corporate Governance Committee establishes procedures to oversee and report findings to the Board.


WOMEN	UNDERREPRESENTED MINORITIES	WOMEN AND UNDERREPRESENTED MINORITIES

	•	The establishment of an effective “tone at the top” by the CEO and other members of senior management;
	•	Our accounting, financial and external reporting processes and practices;
	•	The quality and integrity of our financial statements and the audits of such financial statements;
	•	The independence, qualifications and performance of our independent registered public accounting firm;
	•	The effectiveness of our internal control over financial reporting and the performance of our internal audit function;
	•	Our system of disclosure controls and procedures;
	•	The administration of our enterprise risk management (“ERM”) program and monitoring of the risks assigned to it by our Board of Directors;
	•	The policies for hiring employees or former employees of our independent registered public accounting firm;
	•	The review of the Company’s earnings press release, as well as financial information and earnings guidance provided therein;

	•	The review of the annual audited financial statements or quarterly financial statements, as applicable, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein;
	•	The identification, monitoring and reporting of related party transactions;
	•	Emerging trends relevant to the work of audit committees;
	•	Our compliance with legal and regulatory requirements and our standards of business conduct and ethics;
	•	Our cybersecurity risk, including policies and procedures for assessing, managing and responding to that risk;
	•	The preparation of the “Audit Committee Report” required to be included in this Proxy Statement; and
	•	The appointment, compensation, retention, evaluation and oversight of our independent registered public accounting firm.

	•	Reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers of our Company and its subsidiaries (including the CEO) and making recommendations to our Board of Directors regarding non-management director compensation;
	•	Reviewing and approving the “Compensation Discussion and Analysis” and “Compensation Committee Report” required to be included in this Proxy Statement;
	•	Establishing and overseeing the general compensation philosophy, structure, policies and compliance of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our Company and its subsidiaries;
	•	Taking such other actions relating to the compensation and benefits structure, succession planning, talent review and diversity and inclusion initiatives of the Company as the Committee deems necessary or appropriate; and
	•	Periodically reviewing management development and succession plans.

Proxy Highlights and Summary

2024 Annual Meeting of Stockholders

Stockholder Voting Matters

Fiscal 2023 Performance Overview

Our Director Nominees

Corporate Governance Highlights

What We Do and Don’t Do Within Our Governance Program

Key Governance Actions for Fiscal 2023

Executive Compensation Highlights

Key Compensation Actions for Fiscal 2023

What We Do and Don’t Do Within Our Executive Compensation Program

Our Compensation Pay Mix

PROPOSAL 1 Election of Directors

Directors of the Company

Knowledge, Skills and Experience of Directors

Skills Matrix

Director Compensation

Compensation and Stock Paid to Directors

Director Compensation Table

Corporate Governance

What We Do and Don’t Do Within Our Governance Program

Elements of Governance

Composition of the Board of Directors

Diversity of Our Board of Directors

Director Independence

Committees of the Board of Directors

Audit Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Nominating and Corporate Governance Committee

Corporate Governance Practices and Policies

Board Leadership Structure

Lead Director Responsibilities

Executive Sessions

Selection of Nominees for Election to the Board

Director Qualification Standards

Corporate Governance Guidelines

Stockholder Engagement

Communicating with the Board of Directors

Risk Oversight

Compensation Risk Assessment

Code of Conduct and Financial Code of Ethics

Environmental, Social and Governance

Our Company Governance and ESG Oversight

ESG Oversight

Cybersecurity Risk Management

Responsibility for Our Employees and Society

Employees

Our Customers and Skilled Trades

Stewardship of our Environment and World

Board Self-Assessments

Procedures for Treatment of Complaints Regarding Accounting Controls and Auditing Matters

Certain Securities Transactions

Short Selling

Pledges and Hedges

PROPOSAL 2 Ratification of the Selection of Independent Registered Public Accounting Firm

Independent Auditor Fees and Services

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Pre-Approval Policy

Audit Committee Report

PROPOSAL 3 Advisory Vote to Approve Named Executive Officer Compensation

PROPOSAL 4 Advisory Vote On the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

Executive Officers of the Company

Compensation Committee Report

Compensation Discussion and Analysis

Executive Summary

Key Compensation Actions for Fiscal 2023

PROPOSAL 1
Election of Directors

PROPOSAL 2
Ratification of the Selection of Independent Registered Public Accounting Firm

PROPOSAL 3
Advisory Vote to Approve
Named Executive Officer Compensation

PROPOSAL 4
Advisory Vote On the Frequency of
Future Advisory Votes to Approve
Named Executive Officer Compensation

	•	Identifying and recommending candidates to the Board of Directors for election to our Board, consistent with criteria approved by our Board;
	•	Overseeing the system of corporate governance of the Company, including recommending to the Board of Directors corporate governance guidelines that are applicable to us;
	•	Reviewing the composition of the Board and its committees;
	•	Reviewing and evaluating current directors for re-nomination to the Board or re-appointment to any Board committee;
	•	Overseeing the self-evaluation of the Board and its committees; and
	•	Overseeing the Company’s ESG initiatives and management of ESG-related risk.

	•	Presiding over all meetings of the Board of Directors at which the Chairman of the Board is not present, including meetings of the non-management and independent directors;
	•	Collaborating with the Chairman of the Board on Board meeting agendas and advising on such agendas;
	•	Assisting in scheduling Board meetings to ensure that there is sufficient time for discussion of all agenda items;
	•	Requesting the inclusion of items in Board meeting materials and advising on Board meeting materials generally to ensure the appropriate flow of information to the Board;
	•	Calling meetings of the independent directors when necessary and appropriate;
	•	Collaborating with the Chairman of the Board in determining the need for special meetings of the Board;
	•	Serving as the liaison for major stockholders who request direct communications with the Lead Director;
	•	Serving as the liaison between the independent directors and the Chairman of the Board and the Company’s management team, as appropriate; and
	•	Such other powers, duties and responsibilities as a majority of the independent directors of the Board shall approve.

	•	Conducted extensive employee training on corporate policies and legal requirements, including cybersecurity and security awareness training for each employee;
	•	Implemented security awareness campaigns disseminated to our entire employee population and added new security standards around authentication, multifactor authentication, secrets management and the rotation, deprecation and propagation of ciphers, certificates, and passwords;
	•	Received Payment Card Industry (“PCI”) Level 1 Attestation of Compliance of our PCI processing systems and controls under the oversight of the Audit Committee; and
	•	Continued to implement our ERM program, focused on identifying, tracking and mitigating risk, with regular reporting to our Board of Directors and appropriate committees.

	•	Regular town hall meetings by executive leaders and their teams that promote information sharing and dialogue, in addition to company-wide quarterly town hall meetings, which help advance understanding of performance and key initiatives;
	•	Regular in person team meetings and meetings for cross-functional executive leaders to support engagement and performance;
	•	“Our Voice,” a comprehensive employee engagement survey with results that we use to strengthen and improve our employee experience;
	•	Employee recognition programs providing real-time recognition and rewards; and
	•	Webinars, resources and tips and tools to equip and encourage our employees to practice caring for themselves as they care for others in order to meet the diverse needs of our employee community, across all stages of life.

	•	Assessed and estimated our Scope 1 and 2 emissions, where data was available to us;
	•	Continued to offer virtual home repair services led by skilled tradespeople to help diagnose problems in customers’ homes, potentially reducing the need for a truck roll to the home;
	•	Continued tracking estimated savings in emissions and water consumption from replacement of our customers’ appliances, HVAC systems and water heaters; and
	•	Supported our employees and customers in their efforts to protect the environment by providing resources and information.

		Fiscal 2023		Fiscal 2022
Audit Fees	$	1,545,189	$	1,525,998
Audit-Related Fees	$	113,388	$	111,390
Tax Fees	$	0	$	0
All Other Fees	$	15,000	$	0
TOTAL FEES	$	1,673,577	$	1,637,388

	•	reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2023 and discussed them with management and Deloitte;
	•	discussed with Deloitte various communications that Deloitte is required to provide to the Audit Committee, including matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and
	•	received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and discussed with Deloitte their independence.

	•	Align executive interests with those of stockholders by focusing management on the attainment of the Company’s strategic objectives, rewarding long-term, value-creating growth and encouraging stock ownership;
	•	Attract, retain, focus, and reward highly motivated talent with strong team orientation and sense of accountability;
	•	Target total direct compensation consisting of salary, annual cash incentive and long-term equity-based incentive awards to be competitive with our peer group to encourage growth and scale, while recognizing key individual market, fairness and performance considerations, and drive realizable pay based on competitive performance;
	•	Support the building of a highly engaged, high performance culture with a strong shared talent mindset in support of a one-company philosophy as measured through the Company’s employee engagement survey, and succession plans for key positions;
	•	Be performance-based, with variable pay constituting a significant portion of total compensation, with differentiated awards based on an executive’s individual performance; and
	•	Encourage appropriate, and not excessive, risk taking and be simple to understand and administer.

WILLIAM C. COBB
Age 67	Mr. Cobb has served as the Chief Executive Officer of the Company since June 2022 and was appointed to the Board of Directors of the Company in October 2018, and serves as Chairman of the Board of Directors. Mr. Cobb served on the board of directors of Terminix from April 2018 until the Spin-off. From May 2011 through July 2017, Mr. Cobb served as President and Chief Executive Officer, and from August 2010 to July 2017 Mr. Cobb served as a director, of H&R Block, Inc., a provider of income tax return preparation and related services and products. From November 2000 to March 2008, Mr. Cobb served in various leadership roles at eBay, Inc., a global commerce and payments provider, including as President of eBay Marketplaces North America for four years and other senior management positions, including Senior Vice President and General Manager of eBay International and Senior Vice President of Global Marketing. Prior to joining eBay, Inc., Mr. Cobb held various marketing and executive positions at PepsiCo (and Tricon Global Restaurants when it was spun off in 1997) from 1987 to 2000. These positions included Senior Vice President and Chief Marketing Officer for Tricon International, Senior Vice President and Chief Marketing Officer at Pizza Hut, and Vice President, Colas at Pepsi Cola. Mr. Cobb currently serves on the board of directors and is a member of the audit and finance committee and the nominating and governance committee of Deluxe Corporation, a technology-enabled solution company supporting financial institutions and small businesses. Mr. Cobb holds an undergraduate degree in Economics from the University of Pennsylvania and an M.B.A. from the Kellogg School of Management at Northwestern University.
Chief Executive Officer, Chairman of the Board of Directors

JESSICA P. ROSS
Age 47	Ms. Ross has served as the Senior Vice President and Chief Financial Officer of the Company since December 2022. Prior to joining Frontdoor, Ms. Ross served from March 2019 to December 2022 at Salesforce, Inc., a global leader in customer relationship management technology, in roles of increasing responsibility, most recently serving as Executive Vice President, Enterprise Strategy and Operational Excellence, and prior to that as Executive Vice President, Finance Chief Transformation Officer. From September 2017 to March 2019, Ms. Ross served as Vice President and Chief Accounting Officer of Stitch Fix, Inc., a leading online personal styling service. Ms. Ross’s professional experience includes more than 20 years in progressive leadership roles in finance, including 12 years of public accounting experience at Arthur Anderson LLP and Deloitte & Touche LLP and executive finance leadership roles at Kaiser Permanente and The Gymboree Corporation. Ms. Ross is a Certified Public Accountant and holds a Bachelor’s degree in Business Administration from U.C. Berkeley’s Haas School of Business and an M.B.A. from The Wharton School of the University of Pennsylvania.
Senior Vice President and Chief Financial Officer

JEFFREY A. FIARMAN
Age 55	Mr. Fiarman is the Senior Vice President, Chief Legal Officer and Secretary since January 1, 2024, having joined the Company as the Senior Vice President, General Counsel and Secretary in August 2018. Prior to joining the Company, Mr. Fiarman served from July 2017 to August 2018 as general counsel for Wedgewood Pharmacy, the leading provider in the United States of customized medications devoted exclusively to animal health. Prior to joining Wedgewood Pharmacy, from September 2014 to July 2017, Mr. Fiarman advised startup companies and new business ventures, and co-founded an entrepreneurial venture focused on consumer wearable technology. From May 2013 until September 2014, Mr. Fiarman served as executive vice president, general counsel and secretary of IDEXX Laboratories, Inc., a global leader in pet healthcare innovation. While at IDEXX, he oversaw the company’s global legal, compliance, business development, regulatory and quality assurance functions. Prior to IDEXX, from June 2000 until April 2013, Mr. Fiarman served in various leadership roles with WW International, Inc. (formerly, Weight Watchers International, Inc.), a leading provider of weight management services, including seven years as executive vice president, general counsel and secretary, during which he provided oversight for a broad range of legal, regulatory, intellectual property and risk management functions. While at WW, Mr. Fiarman also served as the first general counsel and a member of the founding leadership team for WW’s internet business, the global cloud-based leader in consumer weight management services and products. Mr. Fiarman began his career as an attorney with Gibson, Dunn & Crutcher in Washington, D.C., specializing in corporate and tax law. Mr. Fiarman holds a Bachelor’s degree in Economics from The Wharton School of the University of Pennsylvania and a Juris Doctorate from Columbia University School of Law.
Senior Vice President, Chief Legal Officer and Secretary

KATHRYN M. COLLINS
Age 60	Ms. Collins has served as the Senior Vice President and Chief Revenue Officer since January 2024, having joined the Company in June 2022 as Senior Vice President and Chief Marketing Officer and served from June 2023 to December 2023 as the Chief Brand Officer. From March 2021 to June 2022, Ms. Collins served as Chief Sales and Marketing Officer for Government Employees Health Association, a not-for-profit association providing medical benefit plans to federal employees, retirees and their families. From July 2018 to July 2020, Ms. Collins was Chief Brand and Innovation Officer, and from July 2018 to December 2019, Chief Marketing Officer for Massage Envy, a nationwide wellness franchise company providing massage, stretch and skin care services. From January 2006 to January 2018, Ms. Collins served in various leadership roles of increasing responsibility, including as Chief Marketing and Strategy Officer and Vice President of Marketing for H&R Block, Inc., a provider of income tax return preparation and related services and products. From January 1992 to December 2005, Ms. Collins held several leadership positions with Lee Jeans, a lifestyle apparel company. Ms. Collins is a member of the board of directors and is chair of the nominating and corporate governance committee of American Enterprise, Inc., a mutual insurance holding company. Ms. Collins holds a Bachelor’s in Science degree in Business and Marketing from Kansas State University and an M.B.A. from Arizona State University.
Senior Vice President, Chief Revenue Officer

EVAN A. IVERSON
Age 47	Mr. Iverson has served as the Senior Vice President and Chief Operations Officer since January 2024, having joined the Company in January 2019 as Vice President Operations, and served from August 2023 to December 2023, as Senior Vice President of Contractor Engagement. From December 2015 to December 2018, Mr. Iverson served as Senior Product Manager in Global Fulfillment Services for Amazon.com, a multinational technology company focusing on e-commerce, cloud computing, online advertising, digital streaming, and artificial intelligence. From September 2009 to December 2015, Mr. Iverson served as Associate Principal of McKinsey & Company, a global management consulting firm committed to helping organizations accelerate sustainable and inclusive growth. From 2001 to 2007, Mr. Iverson began his career as a salesperson at Trane, a manufacturer of commercial and residential heating, ventilation, and air conditioning systems, along with building management systems and controls. Mr. Iverson holds a Bachelor’s in Science degree in Chemical Engineering from Iowa State University, an M.B.A. from the University of Virginia Darden School of Business, and a Juris Doctor from the University of San Diego, School of Law.
Senior Vice President, Chief Operations Officer

SEC Form DEF 14A filed by Frontdoor Inc.