DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COM

ISSIO

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

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Filed by a party other than the Registrant

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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

LegalZoom.com, 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):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11.

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Letter from our CEO

LegalZoom was founded over 20 years ago with a mission to ‘Democratize Law’. A large proportion of the US population lacks legal protection because it’s too expensive and complex. Underrepresented communities are the most disproportionately impacted. While other industries have embraced technology and the resulting increases in accessibility, the legal establishment has created structural impediments to prevent innovation, cementing as the norm, a complex and opaque experience. Betting against technology never seems to go that well, but it feels like the legal establishment placed its bet and continues to double down.

While LegalZoom began as an online legal forms company, we’ve become a destination for entrepreneurs looking to realize their dreams of self-reliance and self-ownership. Over time, Democratizing Law at LegalZoom increasingly meant helping small businesses form a legal entity and then helping them stay compliant with government agencies so that they could focus their attention on actually running and growing their businesses. Considering most of these businesses are home based and sole proprietors, and they’re coming to us before or just as they are opening, we’ve come to be viewed as more than just a legal solution provider. Oftentimes, we are their sole business advisor.

As a result of this evolution, we’re changing our mission to reflect the broader set of services we offer. Our new mission is to “Unleash Entrepreneurship.” Democratizing Law will always be a critical piece of the mission, as will keeping businesses compliant, simplifying small business tax, and helping them find the right solutions for their unique business. We aspire to remove ALL the hurdles put in front of entrepreneurs so they can start, build, and grow their businesses with as little friction as possible.

I joined LegalZoom at the end of 2019. At that time, the Company remained the leader in the space, but was drafting off its early innovations. The leadership role in the industry and the raw capabilities were still there, but a significant foundational investment in people and technology was also required to reignite product-led growth. I joined with the goal of building a world class team and a modern legal platform and we embarked on a journey to reinvent LegalZoom. Little did I know that COVID had other plans entirely.

As COVID struck, our business oscillated wildly. In anticipation of it, people created estate plans. As lockdowns were mandated and we shifted to work from home, businesses seized up and froze along with new business formations. During this turbulent period, LegalZoom lived its values and mission by creating a social impact program to fund $6 million in small business grants and free legal services, targeting the hardest hit businesses and under-represented business owners. Gradually, as living with COVID became the new norm, the resiliency and ingenuity of entrepreneurs overcame the headwinds and formations reached historic heights. Government PPP loans suspended dissolutions while stimulus and a low rate environment created capital to invest, driving growth with little business failure.

In the 12 months prior to our June 30, 2021 IPO, business formations in the US grew 59% year-over-year — lapping a period of sharp business formation declines in early 2020. In Q3 2021, right after going public, stimulus abated and the economy opened back up. US formations reversed course in the quarter going down almost 20% year-over-year and almost 10% in total over the 12 months post our IPO. Dissolutions began to accelerate to unprecedented levels.

Strong performance should not be confused with favorable conditions, just as an adverse environment shouldn’t cause a wholesale change of direction. An important leadership tenant I’ve developed through my career is to tune out extreme peaks and valleys of the environment you operate within versus reacting impulsively. While the macro environment has been fluid since COVID, over the long-term small businesses have, and will, continue to grow. And that’s why we remain persistent, bordering on stubborn, as we continue to build out our product to help them.

Over the last three years we’ve acquired and integrated three companies, sold one business, and shut down another. We moved from on premise to the cloud and modernized our product stack. We automated many manual processes and sped up delivery of our service. Even with strong growth in our core formations and compliance business, we’ve reduced the number of people required to support it so that we could fund investments in other businesses within our ecosystem. We launched two new services – LZ Tax and LZ Virtual Mail – and are about to launch another in LZ Signature. We’ve also rebuilt our partner strategy, owning compliance related solutions and partnering with best-in-class SMB solution providers outside of our core.

The investments in efficiency coupled with our new ecosystem has allowed us to evolve our core-line up and reduce pricing for customers, while growing a more predictable base of subscribers to our ecosystem. As a result, our formation transactions and our overall business as measured by revenue grew 61% and 52%, respectively, since 2019, outpacing the overall formations market. With our new line-up, we committed to growing market share by 15% in 2023.

We also invested heavily in talent over the last 3 years. Roughly 80% of our organization joined after me, so we are beginning to benefit from tenure. One of the inevitable byproducts of so many new people is the natural evolution in culture and the willingness to question what has historically been corporate norms.

I’m excited by the many opportunities we have in front of us, and by the fact that it feels like we are beginning to hit our stride. We have a highly engaged team, a clear and fresh mission, an enduring strategy, updated technology, and it’s beginning to propagate in the form of increased product velocity. We look forward to demonstrating our commitment to small businesses and thank you for your ongoing support.

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Notice of Annual Meeting of Stockholders

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DATE AND TIME:

Tuesday, June 6, 2023

9:00 a.m., Pacific Time

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LOCATION:

www.proxydocs.com/LZ

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RECORD DATE:

Thursday, April 13, 2023

To Our Stockholders:

We are pleased to invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of LegalZoom.com, Inc. (the “Company”) on Tuesday, June 6, 2023 at 9:00 a.m., Pacific Time, online via live audio webcast by visiting www.proxydocs.com/LZ. There is no physical location for the Annual Meeting.

Items of Business

At the Annual Meeting, stockholders will vote on the following matters:

To elect the one director nominee named in the proxy statement as a Class II director of the Company to serve for a three-year term and until her successor has been duly elected and qualified, or until her earlier death, resignation, removal, retirement or disqualification (Proposal 1);

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (Proposal 2);

To conduct an advisory vote on the frequency of future advisory votes on executive compensation (Proposal 3); and

To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

Record Date

Only stockholders as of the close of business on April 13, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the meeting during ordinary business hours at our principal executive offices at 101 North Brand Boulevard, 11^th Floor, Glendale, California 91203.

Proxy Voting

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. You may vote online or by phone, or, if you received paper copies of the proxy materials, by mail by following the instructions on the proxy card or voting instruction card. If you vote at the Annual Meeting, any previously submitted proxy or voting instructions will not be used.

Important Notice Regarding Internet Availability of Proxy Materials

This Notice of Annual Meeting, the Proxy Statement and our 2022

Annual Report on Form 10-K are available at www.proxydocs.com/LZ.

Copies of these proxy materials are also available on our website at

https://investors.legalzoom.com.

By Order of the Board of Directors,

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Nicole Miller

Executive Vice President, General Counsel & Secretary

Glendale, CA

April 26, 2023

Table of Contents


Forward-Looking Statements and Website References

Proxy Statement Summary			1

Proposal 1 — Election of Directors			3

Our Corporate Governance			9

Committees of the Board of Directors			9

Director Attendance			11

Board Leadership Structure			11

Director Nomination Process			11

Director Nomination Rights			12

Nasdaq Board Diversity Matrix			12

Risk Oversight			13

Annual Board & Committee Evaluations			14

Executive Sessions			14

Code of Business Conduct and Ethics			14

Corporate Governance Guidelines			14

Overboarding Policy			14

Anti-Hedging and Pledging Policy			14

Compensation Committee Interlocks and Insider Participation			14

Communications with Directors			14



Environmental, Social and Governance Initiatives			15

Director Compensation			17

Executive Officers			20

Compensation Discussion & Analysis			21

Executive Compensation Tables			28

Pay-Versus-Performance			36

Equity Compensation Plan Information			40

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			41

Audit Committee Report			43

Proposal 3 — Advisory Vote on Frequency of Future Executive Compensation Advisory Votes			44

Certain Relationships and Related Party Transactions			45

Beneficial Ownership of Securities			46

Questions & Answers About the Annual Meeting			48

Virtual Annual Meeting			51

Submission of Stockholder Proposals and Nominations of Directors and Other Business			52

Important Additional Information			53

Forward-Looking Statements and Website References

This Proxy Statement contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Proxy Statement may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Proxy Statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the factors discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022, as such risk factors may be amended, updated or superseded from time to time by our subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this Proxy Statement are based upon information available to us as of the date of this Proxy Statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Proxy Statement Summary

The proxy associated with this Proxy Statement is solicited by the Board of Directors of the Company. This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 26, 2023. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

Meeting Logistics

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DATE AND TIME:

Tuesday, June 6, 2023

9:00 a.m., Pacific Time

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LOCATION:

www.proxydocs.com/LZ

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RECORD DATE:

Thursday, April 13, 2023

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2023 annual meeting of stockholders (the “Annual Meeting”) and the Board of Directors’ voting recommendations with respect to each proposal.


Item of Business	Board Recommendation	Page Reference
Proposal 1: Election of Director	FOR	3
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	41
Proposal 3: Advisory Vote on Frequency of Future Executive Compensation Advisory Votes	1 YEAR	44

Board of Directors Snapshot


Name	Age	Principal Occupation	Director Since	Other U.S. Public Company Boards	Committee Membership(s)
Dipanjan (“DJ”) Deb*	53	Co-Founder and CEO, Francisco Partners	2018	1	-
Brian Ruder*	50	Partner, Permira	2014	1	-
Sivan Whiteley	46	Former Chief Legal Officer and Corporate Secretary, Block, Inc.	2022	-	Nominating
Elizabeth Hamren	51	Chief Executive Officer, Ring LLC (a subsidiary of Amazon.com, Inc.)	2021	1	Compensation
John Murphy†	54	Former Executive Vice President and Chief Financial Officer, Adobe Inc.	2021	1	Audit (Chair) Nominating
Dipan Patel	40	Partner, Permira	2014	-	Compensation
Jeffrey Stibel+	49	Partner, Bryant Stibel & Company	2014	-	Nominating (Chair)
Neil Tolaney	40	General Partner, Technology Crossover Venture	2022	-	Audit
Christine Wang†	36	Partner, Francisco Partners	2019	-	Audit Compensation (Chair)
Dan Wernikoff	51	Chief Executive Officer, LegalZoom.com, Inc.	2019	-	-

†	Audit Committee Financial Expert + Chair of the Board

On March 28, 2023 and March 29, 2023, Mr. Ruder and Mr. Deb, respectively, notified the Company of his decision not to stand for re-election at the Annual Meeting. Mr. Ruder and Mr. Deb will each serve out the remainder of his term, which will expire at the Annual Meeting. Effective as of Annual Meeting, the size of our Board of Directors will be reduced to eight directors.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		1

Corporate Governance Highlights

We are committed to sound corporate governance practices that promote the long-term interests of our stockholders. Some of our key corporate governance practices and policies are summarized below, which are each as of the date of this Proxy Statement.

Board Oversight

+ Regular strategic updates from CEO

+ Board-level oversight over
cybersecurity

+ Board-level oversight over ESG

+ Board-level oversight over succession planning

Board Structure & Composition

+ 90% of directors are independent

+ Commitment to diverse director candidate pool

+ Standing Board committees composed solely of independent directors

+ Independent Chair of the Board

+ Average director tenure of 4.3 years

+ 6 new directors since 2019

+ 30% female

+ 40% racially / ethnically diverse

+ 1 director identifies as LGBTQ+

+ 1 of the Board’s standing committees
is chaired by a woman



		Other Corporate Governance Practices

+ Annual Board and committee evaluations

+ No hedging or pledging of Company
stock

+ Annual evaluation of performance of named executive officers

+ No poison pill

+ Robust stock ownership guidelines for eligible non-employee directors (5x annual retainer)

+ Single class share structure


2		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Proposal 1:

Election of Directors

Our Board currently consists of ten directors. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) classify our Board of Directors into three classes of directors, serving staggered three-year terms of office, as follows:

Class I directors with terms expiring at
the 2025 annual meeting of
stockholders

Class II directors with terms expiring at
the Annual Meeting

Class III directors with terms expiring
at the 2024 annual meeting of
stockholders

Dipan Patel

Neil Tolaney

Christine Wang

Dipanjan (“DJ”) Deb

Brian Ruder

Sivan Whiteley

Elizabeth Hamren

John Murphy

Jeffrey Stibel

Dan Wernikoff

The directors designated as Class II directors have terms expiring at the Annual Meeting. On March 28, 2023 and March 29, 2023, Mr. Brian Ruder and Mr. Dipanjan Deb, respectively, notified the Board of his decision not to stand for re-election at the Annual Meeting. Mr. Ruder and Mr. Deb will each serve out the remainder of his term, which will expire at the Annual Meeting. Effective as of Annual Meeting, the size of our Board of Directors will be reduced to eight directors.

On the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board, our Board selected Ms. Sivan Whiteley as its nominee for election to our Board at the Annual Meeting as a Class II director to serve for a term of three years until the 2026 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation, removal, retirement or disqualification.

Ms. Whiteley is standing for election to our Board for the first time. Ms. Whiteley joined our Board in 2022 and was initially identified as a director candidate by Russell Reynolds, a third-party search firm. A majority of our Board Directors then interviewed Ms. Whiteley and, upon a recommendation from the Nominating Committee, appointed her as a director.

Ms. Whiteley has consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that Ms. Whiteley will be unable for any reason or unwilling for good cause to serve if elected. In the event Ms. Whiteley is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.

Director Independence

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has affirmatively determined that each of Dipanjan Deb, Elizabeth Hamren, John Murphy, Dipan Patel, Brian Ruder, Jeffrey Stibel, Neil Tolaney, Christine Wang and Sivan Whiteley is an independent director in accordance with applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Wernikoff is not an independent director due to his service as our Chief Executive Officer. In addition, the Board previously affirmatively determined that Mr. Khai Ha and Mr. David Yuan were independent during the respective periods in 2022 during which they served on the Board. Mr. Yuan resigned from the Board effective March 2022 and Mr. Ha did not stand for re-election at our 2022 annual meeting of stockholders.

In making the foregoing independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of shares of our common stock by each non-employee director.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		3

Board Composition

While the Nominating Committee does not prescribe a diversity policy or standard, as a matter of practice, the Company believes that a diverse Board is an effective Board. This diversity – across gender, tenure, age, race/ethnicity, and experience – brings with it a diversity of ideas and perspectives that support the Board’s role in overseeing the Company’s ongoing strategic objectives. The information below is as of the date of this Proxy Statement.

Age Distribution

Gender Diversity

Racial / Ethnic Diversity

LGBTQ+

Tenure

Average Age

Age Range: 36 - 54

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30% women

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40% racially / ethnically

diverse

director identifies

as LGBTQ+

4.3 years

Average Tenure

Class II Director Nominee

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Age Director Since

46 2022

Committees

• Nominating Committee

Sivan Whiteley

Sivan Whiteley previously served as Chief Legal Officer and Corporate Secretary of Block, Inc. (formerly Square, Inc.), a global technology company with a focus on financial services, from December 2021 to February 2023, where she oversaw a worldwide team responsible for the company’s legal, regulatory, public policy & communications, compliance, and security operations. Ms. Whiteley first joined Block, Inc. in December 2013 and previously served as Block, Inc.’s legal Director, then Block’s Associate General Counsel, as well as its General Counsel and Corporate Secretary from March 2018 to November 2021. Prior to joining Block, Inc., Ms. Whiteley served as Associate General Counsel at Better Place, Inc., as Commercial and Product Counsel at eBay Inc., and was a litigator at Bingham McCutchen LLC. Ms. Whiteley holds a B.A., magna cum laude, in Political Science from the University of California, San Diego, and a J.D., cum laude, from Harvard Law School.

Qualifications

Ms. Whiteley’s vast experience with legal, regulatory and compliance and her work with small business providers, as well as her experience with governance in her former role as Chief Legal Officer at Block, Inc. qualifies her to serve on our Board of Directors.

Other Current Public Company Directorships

● None


4		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Continuing Directors

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Age Director Since

51 2021

Committees

• Compensation Committee

Elizabeth Hamren

Elizabeth (Liz) Hamren has served as Chief Executive Officer of Ring, the smart doorbell and home security technology company acquired by Amazon, Inc., since March 2023. Previously, Ms. Hamren served as Chief Operating Officer of Discord Inc., a private company providing voice, video and text communication services, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren was Corporate Vice President for Gaming Experience & Platforms at Microsoft Corp., a multinational technology corporation, from May 2018 to December 2021, where she ran product and engineering for Xbox’s consumer products and services including Game Pass, all Xbox hardware and platform software, and PC experience, and as Corporate Vice President, Devices at Microsoft from March 2017 to April 2018. Prior to joining Microsoft, Ms. Hamren was Head of Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.) from August 2015 to March 2017, and was Vice President of Marketing at Dropcom from November 2012 to October 2014. She has previously held executive roles at Plantronics, Jawbone, and OQO, Inc. Ms. Hamren serves on the board of directors and as a member of the compensation committee and the cybersecurity and data privacy committee of Hasbro, Inc. Ms. Hamren holds a B.S.E in civil engineering and operations research from Princeton University and an M.B.A. from Harvard Business School.

Qualifications

Ms. Hamren’s executive leadership experience in digital products and marketing, along with her knowledge of the technology industry and the small business segment, qualifies her to serve on our Board of Directors.

Other Current Public Company Directorships

● Hasbro, Inc. (Nasdaq: HAS)

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Age Director Since

54 2021

Committees

• Audit Committee

• Nominating Committee

John Murphy

John Murphy served as the Executive Vice President and Chief Financial Officer of Adobe Inc., a multinational computer software company, from April 2018 until October 2021, and served as Adobe’s Senior Vice President, Chief Accounting Officer and Corporate Controller from March 2017 until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 to August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV he worked at several global companies, including Experian, Nestle, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. Mr. Murphy currently serves on the board of directors and as chair of the audit committee of Pure Storage, Inc. He served as Director of DirecTV Holdings LLC from November 2007 until August 2014. He holds an M.B.A. from the Marshall School of Business at the University of Southern California, and a B.S. in Accounting from Fordham University.

Qualifications

Mr. Murphy’s extensive experience in finance and accounting, as well as his background in the technology sector, qualifies him to serve on our Board of Directors.

Other Current Public Company Directorships

● Pure Storage, Inc. (NYSE: PSTG)


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		5

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Age Director Since

40 2014

Committees

• Compensation Committee

Dipan Patel

Dipan Patel serves as a partner at Permira, a leading global private equity firm, and has been with the firm since October 2009. He is Head of Global Consumer and serves on the Investment Committee and Executive Committee. Prior to that, Mr. Patel worked for The Gores Group LLC and Lehman Brothers Holdings Inc. Mr. Patel also serves on the boards of directors of Adevinta, ASA, a global online classifieds specialist company publicly-listed on the Oslo Stock Exchange, The Knot Worldwide, Boats Group, Axiom and Catawiki. Mr. Patel holds a B.A. in economics from the University of Cambridge.

Qualifications

Mr. Patel’s experience with and knowledge of technology and media companies and his private equity background qualifies him to serve on our Board of Directors.

Other Current Public Company Directorships

● None

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Chair of the Board

Age Director Since

49 2014

Committees

• Nominating Committee

Jeffrey Stibel

Jeffrey Stibel has served as Chair of our Board since October 2018. Mr. Stibel has been a partner of Bryant Stibel & Company, an investment and strategic advisory platform, since January 2013. Mr. Stibel also serves as a member of the board of directors of a number of privately held companies and non-profit entities. He is also a USA Today columnist and author of The New York Times bestseller Breakpoint (Macmillan: 2013) and Wired for Thought (Harvard Business Press: 2009). Mr. Stibel served as the President, Chief Executive Officer and Chairman of the Dun & Bradstreet Credibility Corporation from July 2010 to July 2015, and as Vice Chairman of Dun & Bradstreet Corporation (NYSE) from July 2015 to March 2018. Prior to that, Mr. Stibel was President and Chief Executive Officer of Web.com, Inc. (Nasdaq). From December 2006 to January 2019, Mr. Stibel served as a member of the board of directors of AutoWeb, Inc. (Nasdaq). He holds a B.S. in psychology, philosophy, and cognitive science from Tufts University and an M.Sc. in cognitive science from Brown University, where he was the recipient of a Brain and Behavior Fellowship while studying for a Ph.D. Mr. Stibel also received an honorary doctorate of business from Pepperdine University.

Qualifications

Mr. Stibel’s experience as an executive officer of various online technology companies combined with his experience serving on the boards of directors of multiple public companies qualifies him to serve on our Board of Directors.

Other Current Public Company Directorships

● None


6		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

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Age Director Since

40 2022

Committees

• Audit Committee

Neil Tolaney

Neil Tolaney is a General Partner at Technology Crossover Ventures (“TCV”), a growth equity firm focused on investments in public and private technology companies. Mr. Tolaney first joined TCV in 2011 and served as Vice President, Growth Equity from 2011 to 2013, and rejoined in March 2020. Prior to rejoining TCV in 2020, Mr. Tolaney was a Deal Partner at Francisco Partners from 2016 to 2020 and Managing Director at PersonalizationMall.com from 2013 to 2016. Mr. Tolaney holds a B.A. in economics and political science, magna cum laude, from Yale University and an M.B.A. from Harvard Business School.

Qualifications

Mr. Tolaney’s private equity expertise and his investing and operating experience in the consumer internet space qualifies him to serve on our Board of Directors.

Other Current Public Company Directorships

● None

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Age Director Since

36 2019

Committees

• Audit Committee

• Compensation Committee

Christine Wang

Christine Wang serves as a partner at Francisco Partners Management, L.P. (“Francisco Partners”), a global investment firm specializing in partnering with technology and technology-enabled businesses, and has been with Francisco Partners since August 2015. Prior to joining Francisco Partners, Ms. Wang was an associate at Advent International where she evaluated investments in the business services, financial services, and technology sectors. Earlier in her career, she was an investment banker in the Financial Institutions Group at J.P. Morgan. Ms. Wang also serves on the board of directors of a number of privately held technology companies. Ms. Wang holds a B.A. in economics and East Asian languages and cultures from Columbia University and an M.B.A. from the Stanford Graduate School of Business.

Qualifications

Ms. Wang’s private equity expertise combined with her experience serving on the boards of directors of privately held companies qualifies her to serve on our Board of Directors.

Other Current Public Company Directorships

● None


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		7

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Age Director Since

51 2019

Committees

• None

Dan Wernikoff

Dan Wernikoff has served as our Chief Executive Officer since October 2019. From March 2019 to August 2019, Mr. Wernikoff served as a Venture Partner at TCV. From 2003 to October 2018, Mr. Wernikoff held various general manager roles at Intuit Inc., an American business software company that specializes in financial software, most recently serving as Executive Vice President and General Manager of Intuit’s Consumer Tax Group from May 2016 to May 2018. Before that role he was the General Manager of the Small Business Group from May 2014 to May 2016. He also served as the General Manager of QuickBooks from August 2010 to May 2014. Prior to his various general manager roles, Mr. Wernikoff held various product and marketing leadership positions while at Intuit. Mr. Wernikoff holds a B.S. in Finance from Miami University, and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh.

Qualifications

Mr. Wernikoff’s extensive knowledge of our Company as Chief Executive Officer, his management background and experience in the online technology industry qualifies him to serve on our Board of Directors.

Other Current Public Company Directorships

● None

Vote Required

Director nominees are elected by a plurality of the votes present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors, which means that the one nominee who receives the highest number of votes cast “For” such nominee is elected as a director. Stockholders may vote “For” the director nominee or may “Withhold” their vote from the director nominee. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

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Our Board unanimously recommends a vote “FOR” the election to the Board of Directors of

the one Class II director nominee.


8		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Our Corporate Governance

Committees of the Board of Directors

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each of our Board’s standing committees acts under a written charter. Copies of the committees’ charters are available on our website at https://investors.legalzoom.com.

Below is a summary of our current committee structure and membership information, followed by brief descriptions of each committee’s roles and responsibilities:

Audit

Committee

Compensation

Committee

Nominating

Committee

Elizabeth Hamren

●

John Murphy

Chair

●

Dipan Patel

●

Jeff Stibel

Chair

Neil Tolaney

●

Christine Wang

●

Chair

Sivan Whiteley

●

Number of Meetings in 2022

Audit Committee

Chair: John Murphy Members: Neil Tolaney Christine Wang

Duties and Responsibilities:

The principal duties and responsibilities of our Audit Committee include, among other things:

• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helping to ensure the independence and performance of the independent registered public accounting firm;

• helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing our policies on risk assessment and risk management;

• reviewing and approving related party transactions;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

• pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Qualifications:

The Board of Directors has determined that each member of the Audit Committee meets the independence requirements set forth by the Securities and Exchange Commission (the “SEC”) and the Nasdaq listing standards for membership on the Audit Committee. Each member of our Audit Committee is also financially literate in accordance with the Nasdaq listing standards. In addition, our Board of Directors has determined that each of John Murphy and Christine Wang qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC.


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		Compensation Committee

		Chair: Christine Wang Members: Elizabeth Hamren Dipan Patel

		Duties and Responsibilities: The principal duties and responsibilities of our Compensation Committee include, among other things: • evaluating and approving the CEO terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans); • evaluating and approving executive officer terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans), with the assistance of the CEO; • periodically reviewing CEO and executive officer (with assistance from the CEO) goals and performance, and approving cash incentive pay, base pay adjustments and equity refreshes according to performance; • reviewing and approving corporate performance goals and incentives; • reviewing and approving, or recommending that our Board of Directors approve, equity plans and policies or other non-cash incentive compensation; • reviewing and recommending to our Board the compensation of our directors; • selecting and retaining compensation consultants and outside service providers and advisors; • reviewing overall philosophies, practices and policies of employee compensation as they relate to risk management and risk-taking incentives; and • evaluating the efficacy of the Company’s compensation policy and strategy in achieving gender and racial pay parity, positive social impact and attracting and retaining a diverse workforce. Qualifications: The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements set forth by the Nasdaq listing standards. In addition, each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.


		Nominating and Corporate Governance Committee

		Chair: Jeff Stibel Members: John Murphy Sivan Whiteley

		Duties and Responsibilities: The principal duties and responsibilities of our Nominating Committee include, among other things: • identifying, evaluating, and selecting, or recommending that our Board approve, nominees for election to our Board of Directors and its committees; • approving the retention of director search firms; • reviewing and evaluating succession plans for executive officers; • considering and making recommendations to our Board regarding the composition of our Board of Directors and its committees; • overseeing the annual evaluation the performance of our Board of Directors and the Board’s committees; • evaluating the adequacy of our corporate governance practices and reporting; and • overseeing our environmental, social and governance policies and practices. Qualifications: The Board of Directors has determined that each member of the Nominating Committee meets the independence requirements set forth by the Nasdaq listing standards.


10		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Director Attendance

Our Board met seven (7) times in 2022. In 2022, each of our current directors attended at least 75% of the meetings of our Board of Directors and the respective committees of which he or she was a member held during the period such individual was a director during the year ended December 31, 2022. In addition, directors are expected to attend the Annual Meeting absent unusual circumstances. All of our directors who were then serving on the Board attended the 2022 annual meeting of stockholders, other than Mr. Patel who was unable to attend due to technical difficulties.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will appoint the Chair of the Board and the Company’s Chief Executive Officer in the manner that it determines to be in the best interests of the Company and our stockholders and in accordance with Company’s stockholder agreements, as applicable. Currently, the roles of Chair of the Board and Chief Executive Officer are separated, with Dan Wernikoff serving as our Chief Executive Officer and Jeff Stibel, an independent director, serving as our Chair of the Board. Our Board believes that this leadership structure currently best serves the Board’s ability to carry out its roles and responsibilities on behalf of our stockholders. The Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors. This leadership structure enables our Chief Executive Officer to focus on our business strategy and operations, while leveraging our independent Chair’s experience and allowing him to focus on governance of our Board.

Our Board of Directors acknowledges that no single leadership model is right for all companies at all times. As such, the Nominating Committee periodically reviews our leadership structure to determine whether it continues to best serve the Company and its stockholders and will make recommendations to the Board as appropriate.

Director Nomination Process

Our Board determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Nominating Committee periodically reviews, and recommends to our Board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. When considering director nominees, including incumbent directors for re-election, the Nominating Committee uses the criteria approved by the Board from time to time. The Board reviews director candidates in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of the Company’s stockholders.

The Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and the ability to understand the Company’s industry and business. In considering candidates recommended by the Nominating Committee, the Board also considers other factors, such as:

•

possessing relevant expertise upon which to be able to offer advice and guidance to management;

•

having sufficient time to devote to the affairs of the Company;

•

demonstrating excellence in his or her field;

•

having the ability to exercise sound business judgment;

•

experience as a Board member or executive officer of another publicly held company;

•

having a diverse personal background, perspective and experience; and

•

having the commitment to rigorously represent the long-term interests of the Company’s stockholders.

The Company endeavors to have a Board representing diverse backgrounds and a wide range of professional experience in areas that are relevant to the Company’s business and its status as a public company. Accordingly, the Board is committed to seeking out highly qualified candidates of diverse gender and race, as well as taking into account other factors that promote principles of diversity, including diversity of a candidate’s perspective, background, nationality, age, sexual orientation, and other demographics.

The Nominating Committee solicits ideas for possible director candidates from a number of sources, including members of the Board, our Chief Executive Officer and other senior-level executive officers and our outside advisors. The Nominating Committee may also engage professional search firms from time to time to assist it in identifying potential director candidates. In 2022, the Company utilized the services of Russell Reynolds, a third-party director search firm, to identify and evaluate potential director candidates based on the criteria and principles described above.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		11

The Nominating Committee will also consider director candidates recommended by LegalZoom’s stockholders. Any stockholder who wishes to recommend director nominees for consideration by our Nominating Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so by sending each proposed director candidate’s name and a description of his or her qualifications for Board membership to the Chair of the Nominating Committee no later than January 1 prior to the next annual meeting of stockholders by sending an email to investor@legalzoom.com or in writing, c/o our General Counsel & Secretary, LegalZoom.com, Inc., 101 North Brand Boulevard, 11th Floor, Glendale, CA 91203. The recommendation must contain all of the information regarding the nominee required under the “advance notice” provisions of our Bylaws. Each recommended director candidate must also provide a list of references and agree (i) to be interviewed by members of the Nominating Committee or other directors in the discretion of the Nominating Committee and (ii) to a background check or other review of his or her qualifications.

The Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which it evaluates other director candidates.

Director Nomination Rights

In June 2021 in connection with our initial public offering (“IPO”), we entered into a director nomination agreement (the “Director Nomination Agreement”) with each of (i) LucasZoom, LLC (collectively with its affiliated investment entities, “Permira”) and (ii) FPLZ I, L.P. and FPLZ II, L.P. (together with FPLZ I, L.P. and their affiliated investment entities, “FP”, and together with Permira, the “Lead Sponsors”) to provide certain rights with respect to their ability to designate members of our Board of Directors (the “Sponsor Designees”).

Pursuant to the Director Nomination Agreement, we have the obligation to support the nomination of, and to cause our Board to include in the slate of nominees recommended to our stockholders for election, a number of designees equal to at least: (i) two individuals for so long as each Lead Sponsor continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 50% of the shares of common stock owned by such Lead Sponsor immediately following the completion of the IPO and (ii) one individual for so long as each Lead Sponsor continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 25% but less than 50% of the shares of common stock owned by such Lead Sponsor immediately following the completion of the IPO.

The nomination of each Sponsor Designee is subject to the reasonable and good faith determination of a majority of our disinterested directors, after consultation with our outside legal counsel, that such Sponsor Designee is qualified to serve as a member of our Board under applicable laws, the rules of Nasdaq, our Bylaws and any of our Company policies. If a Sponsor Designee resigns from his or her seat on our Board or is removed or does not become a director for any reason, the vacancy will be filled by the election or appointment of another Sponsor Designee of the applicable Lead Sponsor, subject to compliance with applicable laws, rules and regulations.

Following the completion of the IPO, Mr. Patel and Mr. Ruder were each nominated as a Sponsor Designee by Permira and Mr. Deb and Ms. Wang were each nominated as a Sponsor Designee by FP. Mr. Deb and Mr. Ruder are not standing for re-election at the Annual Meeting. Pursuant to the Director Nomination Agreement, following the Annual Meeting each of Permira and FP will retain their respective right to designate one additional member of our Board of Directors.

Nasdaq Board Diversity Matrix

The information below is as of the date of this Proxy Statement:



Nasdaq Board Diversity Matrix
Total Number of Directors:	10

	Female	Male

Part I: Gender Identity

	3	7

Part II: Demographic Background

Asian	1	3

White	2	4
LGBTQ+	1


12		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Risk Oversight

FULL BOARD

Our full Board is responsible for overseeing the management of major risks facing the Company and the establishment and maintenance of processes and controls to manage these risks.

Our full Board has overall responsibility for evaluating key business risks faced by the Company, including, but not limited to, information security and cybersecurity, competition and regulation. In addition, our three standing committees regularly report to the full Board with updates on their areas of designated risk oversight responsibilities.



AUDIT COMMITTEE • Assist the Board in fulfilling its oversight responsibility relating to the Company’s major risk exposures. • Oversees the Company’s enterprise risk management (“ERM”) process; meets regularly with ERM Committee and independent registered public accounting firm to discuss the Company’s ERM activities. • Oversees the Company’s cybersecurity risks; meets regularly with the Director of Information Security regarding cybersecurity and data privacy risk management. • Reviews and oversees policies related to the Company’s investments, cash and foreign exchange management and major financial risk exposures. • Monitors compliance with legal and regulatory requirements. • Responsible for reviewing and approving or disapproving any related party transactions.	COMPENSATION COMMITTEE • Reviews and oversees risks arising from our compensation policies and practices. • Ensures we have appropriate practices and policies in place to support the retention and development of the talent necessary to achieve our business goals and objectives.	NOMINATING COMMITTEE • Review risks relating to our corporate governance practices. • Oversees our ESG policies and practices and any related risks. • Oversees the Company’s CEO and executive officer succession planning.

SENIOR MANAGEMENT

Our management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, data privacy and financial risks.

We have a management-level ERM Committee, which includes our Chief Financial Officer, Chief Operating Officer and Chief Technology Officer and is chaired by our General Counsel. The ERM Committee meets monthly and is responsible for establishing and maintaining the Company’s ERM framework and identifying, managing and mitigating risks in all areas of the Company’s business. Our ERM Committee categorizes risks as either compliance, operational, reputational or strategic. Within each category, we seek to identify and remediate risks and promote monitoring and reporting across compliance functions. The Chair of the ERM Committee or her delegate reports regularly to the Audit Committee to provide updates concerning the risks facing the Company, along with updates regarding the mitigation and responsive activities underway to address such risks.

In addition, our Chief Information Officer and Director of Information Security reports regularly to the Audit Committee regarding cybersecurity and data privacy risk management processes and activities, and on the adequacy and effectiveness of the Company’s information security policies and practices and internal controls regarding information security.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		13

Annual Board & Committee Evaluations

The Nominating Committee oversees an annual evaluation of the performance of the Board, including each committee of the Board. The evaluation process is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures.

Executive Sessions

In order to promote open discussion among independent directors, our Board holds regular executive sessions of independent directors, which sessions are chaired by our independent Chair of the Board.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our corporate website at https://investors.legalzoom.com. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose amendments to our Code of Business Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on this website.

Corporate Governance Guidelines

Our Board has adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which our Board and its committees operate. These principles cover a number of areas, including the role of our Board of Directors, its composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, CEO evaluation, succession planning, annual Board assessments, Board committees, director orientation and continuing education and others. A copy of our Corporate Governance Guidelines is available on our website at https://investors.legalzoom.

Overboarding Policy

Our Corporate Governance Guidelines provide that directors may not serve on the board of more than four public companies, including our Board of Directors. In addition, directors who are executive officers of public companies may not serve on the boards of more than one other public company, in addition to our Board of Directors.

Anti-Hedging and Pledging Policy

Our Insider Trading Policy specifically prohibits our directors and officers and members of their immediate families and households and such persons’ controlled entities from engaging in short sales, transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities, and hedging transactions. Our Insider Trading Policy also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or on our Compensation Committee.

Communications with Directors

Stockholders and other interested parties who wish to communicate with our Board or any individual director may send a written communication to the Board or such director c/o LegalZoom.com, Inc., 101 North Brand Boulevard, 11^th Floor, Glendale, CA 91203, Attn: General Counsel. The General Counsel will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations, or is unduly hostile, threatening or similarly inappropriate.


14		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Environmental, Social and Governance Initiatives

We believe everyone should have access to legal help when they need it, no matter who they are or what their socioeconomic status may be. That’s why some of our most important work extends beyond our business. This includes our commitment to environmental, social, and governance (“ESG”) matters, where our people-first focus guides how we do business, foster trust, and build long-term value.

At the Board level, our Nominating Committee has overall responsibility for overseeing the Company’s ESG activities in coordination with other committees and the full Board, as appropriate. The Compensation Committee has overall responsibility for human capital management related matters, including evaluating the efficacy of the Company’s compensation policy and strategy in achieving gender pay parity, positive social impact and attracting a diverse workforce. In addition, to further strengthen oversight of ESG, in 2022, LegalZoom created a cross-functional management-level steering committee led by senior executives and chaired by our General Counsel, which helps to guide the Company’s ESG initiatives.

Below are highlights from some of our recent ESG-related initiatives:

LOGO

Social Impact

● Fast Break for Small Businesses. In the fall of 2021, we announced a multi-year deal with the National Basketball Association, Women’s National Basketball Association, and NBA G League in a first-of-its-kind partnership rooted in social impact. We committed $6 million in grants and services over three years to small business owners in under-represented communities. In our most recent grant cycle, which occurred during Black History Month 2023, we had over 12,100 applicants from a total of 48 states and the District of Columbia. The cycle focused exclusively on Black-owned businesses—50 small business owners were awarded $10,000 grants, and 2,000 small business owners received free LegalZoom products.

● Partnerships & Social Entrepreneurship. We have partnerships with two nonprofits, Accion Opportunity Fund and Defy Ventures, both of which support and further small business ownership in under-represented communities. We have contributed over $600,000 in funding since 2021 to these nonprofits. By helping to fund their programs, we are able to help further economic growth in the small business community, focusing on people of color, women, immigrants, and formerly incarcerated individuals. We also fund a scholarship at University of Southern California’s Brittingham Social Enterprise Lab, which is one of the only social impact master’s programs in the country.

● Giving & Volunteerism. Our giving policy provides every employee time off for community service and dollar-for-dollar donation matching up to $500 annually through our LegalZoom Gives platform. In addition, in the fall of 2022, we held our second annual Impact Week—a full week of service for our employees to participate in volunteer activities, educational events for various causes, and giving campaigns. In 2022, our employees raised over $101,000 for various causes and initiatives and gave over 667 hours of community service time.

LOGO

Human Capital

● People First. One of our core values is People First. By that, we not only mean caring for and protecting the millions of customers we have served since inception, but investing in, empowering and fostering trust and wellness among our employees. In order to better understand the needs of our employees, we launched a new employee feedback platform that allows us to survey our employees on a regular basis. We were able to establish baseline employee overall satisfaction, or OSAT, along with other feedback that measures satisfaction in a variety of areas. We are now able to take very specific action based on the voice of the employee to better serve our organization.


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● Employee Wellness. We prioritize mental health and work/life balance. We provided dedicated time off during a “wellness week” in 2022 to encourage employees to relax and recharge. In addition, we made a number of meaningful enhancements in 2022’s November Open Enrollment for 2023, including increasing our offerings on mental health and parental leave for non-birthing parents, additional gender equality benefits, additional sick-time off and paid company holidays, and new lifestyle benefits for our employees to utilize for areas that are most useful to them, and expanding coverage on our dental and vision plans.

● High Performance Culture. Our primary compensation strategy is to promote a pay-for-performance culture. Our guiding principles are anchored on the goals of being able to attract, incentivize, and retain talented employees who can develop, implement, and drive long-term value creation strategies. We’ve designed our compensation approach so that every employee has a component of their compensation that is performance or incentive driven. We offer competitive compensation that we believe is aligned with the market and fair relative to our peers. In 2022, we also launched an employee recognition tool that rewards and provides visibility to our employees’ accomplishments.

● Employee Resource Groups. We believe we are thriving when every voice is nurtured and heard. We have six employee resource groups today, including Pride Zoomer Alliance Network, Lift Every Voice Black Network, RiseUp Women’s Network, Women in Tech Network, Asian American Pacific Islander Community, and Nos Unimos LatinX Network, each with dedicated internal funding, executive sponsorship and a focus on supporting diversity, equity, and inclusion within and outside of LegalZoom. These networks have built internal mentorship and development programs, and contributed to their broader communities outside of LegalZoom through their initiatives.

LOGO

Data Security

& Privacy

Data security and privacy is also important to our operations. We strive to meet or exceed expectations with respect to maintaining the confidentiality of the information in our possession. Our customers and employees trust us with their most sensitive information, including business plans, intellectual property, tax information, and the intimate details of their personal documents, for example wills. To help ensure the security of this data, we have implemented security practices that maintain physical, technical and administrative safeguards. We also conduct regular risk assessments to evaluate the effectiveness of our program to help ensure that we are continuing to expand and adapt to a changing threat landscape.

We are equally committed to protecting our customers’ privacy. As part of this commitment, we have adopted data stewardship principles that inform our partnerships with third parties and other data sharing arrangements. These principles, which are based on principles of transparency and consent, align with our commitment to never sell our customers’ data. We conduct robust privacy reviews of our vendors for new or modified internal processes.


16		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Director Compensation

Eligible Director Compensation Policy

We provide cash and stock compensation to certain non-employee directors for their services as directors or members of committees of the Board of Directors. Our Eligible Director Compensation Policy (the “Policy”) provides each member of our Board of Directors who is not also serving as our employee or as an employee of any of our subsidiaries and is not associated with or nominated by a private equity fund, venture capital fund or other entity that owned shares of our capital stock prior to the effective date of the registration statement filed in connection with our IPO (each, an “Eligible Director”) with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on our Board of Directors. Additional fixed annual cash retainer fees are paid to Eligible Directors for committee membership and chairperson service.

The Eligible Directors eligible to participate in the Policy are Liz Hamren, John Murphy and Sivan Whiteley.

Certain principal features of the compensation provided under the Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the Policy.

Annual Cash Compensation

Effective August 2022, the Compensation Committee approved an increase in the retainer paid to members of the Nominating Committee to $5,000 (from $4,000) and an increase in the retainer paid to the Chair of the Nominating Committee to $10,000 (from $8,000). The annual cash compensation amounts set forth below are payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each quarter in which the service occurred. If an Eligible Director joins the Board of Directors or a committee thereof at a time other than effective as of the first day of a quarter, his or her first quarterly installment will be pro-rated based on days served in the applicable quarter. All annual cash fees are vested upon payment.



Annual Board Service Retainer

All Eligible Directors:		$35,000

Non-Executive Chair of the Board (if any):		$85,000 (inclusive of annual Board service retainer)

Lead Independent Director (if any):		$51,500 (inclusive of annual Board service retainer)

Annual Committee Member (non-Chair) Service Retainer

Audit Committee:		$10,000

Compensation Committee:		$7,500

Nominating Committee:		$5,000

Annual Committee Chair Service Retainer (Inclusive of Committee Member Service Retainer)

Audit Committee:		$20,000

Compensation Committee:		$15,000

Nominating Committee:		$10,000

Prior to the start of each year, an Eligible Director may elect to receive 100% of his or her annual cash compensation for the next year as restricted stock units (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) or any successor equity plan for that number of shares equal to (a) the projected annual cash compensation for such Eligible Director for the year based on Board of Director and committee membership as of the first day of such year divided by (b) the average closing price of our common stock, as reported on Nasdaq, over the 30 calendar day period ending five calendar days before the date of grant (the “Share Price”). Any such RSU grant is referred to as the “Optional RSU Grant.” We reimburse all of our directors for their travel expenses incurred in attending meetings of our Board of Directors and/or its committees.

Equity Compensation

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director will automatically, upon the date of his or her initial election or appointment, as applicable, be granted an


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		17

RSU for that number of shares of our common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such initial grant will vest in a series of equal annual installments on the first, second and third anniversary of the date of grant, provided in each case that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action of the Board of Directors, at the close of business on the date of each annual meeting of our stockholders, each person who is then an Eligible Director will automatically be granted an RSU for that number of shares of common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director on a date other than at an annual meeting of stockholders will automatically, on the date of his or her initial election or appointment to be an Eligible Director, be granted an RSU for that number of shares of our common stock equal to (i) $200,000 multiplied by a fraction, the numerator of which is the number of days between such date of appointment or election and the next June 1, divided by (ii) the Share Price, rounded down to the nearest whole share. Each such pro-rated annual grant will vest in a single installment on the earlier to occur of (a) the close of business on the day before our next annual meeting of stockholders and (b) the next June 1, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Notwithstanding the foregoing, for each Eligible Director in office as of immediately prior to the closing of a Change in Control (as defined in the 2021 Plan), his or her then-outstanding equity awards granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.

2022 Non-Employee Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during 2022. Mr. Wernikoff also served on our Board of Directors but did not receive any additional compensation for his service as a director and therefore is not included in the table below. The compensation for Mr. Wernikoff as an executive officer is set forth below under “Executive Compensation Tables—Summary Compensation Table.”



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)	Total ($)

Jeffrey Stibel	—	—	—	—

Dipanjan Deb⁽²⁾	—	—	—	—

Khai Ha⁽²⁾	—	—	—	—

Elizabeth Hamren	39,375	226,982	—	266,357

John Murphy	59,000	226,982	—	285,982

Dipan Patel	—	—	—	—

Brian Ruder⁽²⁾	—	—	—	—

Neil Tolaney	—	—	—	—

Sivan Whiteley	31,500	456,538	—	488,038

Christine Wang	—	—	—	—

David Yuan⁽²⁾	—	—	—	—


18		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

(1)

Amounts reflect the aggregate grant date fair value of time-vested RSUs granted to the directors during the year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Codification Standard Topic No. 718, Compensation—Stock Compensation (“ASC 718”). These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests. The following table provides information regarding the number of shares of common stock underlying stock options and RSUs granted to our non-employee directors that were outstanding as of December 31, 2022:



Name	Option Awards Outstanding at Year End (#)	Stock Awards Outstanding at Year End (#)

Jeffrey Stibel	75,696^(a)	—

Dipanjan Deb	—	—

Khai Ha	—	—

Elizabeth Hamren	—	21,614

John Murphy	—	23,355

Dipan Patel	—	—

Brian Ruder	—	—

Neil Tolaney	—	—

Sivan Whiteley	—	29,690

Christine Wang	—	—

David Yuan	—	—
(a) Includes an option to purchase 13,584 shares of common stock held by Bryant Stibel Fund I, LLC.

(2)

Mr. Yuan resigned from our Board of Directors on March 18, 2022. Mr. Ha did not stand for re-election at our 2022 annual meeting of stockholders and ceased to be a director on June 8, 2022. Mr. Deb and Mr. Ruder are not standing for re-election at the Annual Meeting and will each serve out the remainder of his term, which will expire at the Annual Meeting.

Eligible Director Stock Ownership Guidelines

In November 2022, the Compensation Committee adopted Non-Employee Director Stock Ownership Guidelines (the “Ownership Guidelines”). The Ownership Guidelines require that each Eligible Director own shares of LegalZoom common stock equal in value to five times his or her annual cash Board retainer (but not including any additional retainer paid as a result of service as a Board chair, committee chair or committee member) within five years of the date of adoption of the Ownership Guidelines or, if newly appointed to the Board, within five years of joining the Board. Shares of common stock that count towards satisfaction of the Ownership Guidelines include: (i) shares beneficially owned by the Eligible Director (including shares held by his or her immediate family members or held in trust for the benefit of the Eligible Director or his or her immediate family members), (ii) unvested time-based RSUs, and (ii) any deferred shares, vested deferred stock units or deferred RSUs that may only be settled in shares of LegalZoom common stock.

After the five-year phase-in period for complying with the Ownership Guidelines, if an Eligible Director is not in compliance with his or her ownership requirement as set forth in the Ownership Guidelines, the Eligible Director must retain 100% of his or her net shares received as a result of the vesting of any RSUs granted to the Eligible Director by the Company.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		19

Executive Officers

The following individuals constitute our executive officers. The information is current as of the date of this Proxy Statement. Information on the business background of Dan Wernikoff is set forth under “Proposal 1: Election of Directors.”



Name	Age		Position
Dan Wernikoff		51	Chief Executive Officer and Director
Nicole Miller		39	Executive Vice President, General Counsel and Secretary
Rich Preece		47	Chief Operating Officer
Shrisha Radhakrishna		45	Chief Technology Officer and Chief Product Officer
Noel Watson		48	Chief Financial Officer


Nicole Miller
		Nicole Miller has served as our Executive Vice President and General Counsel since June 2020, and as our Secretary since August 2020 and served as our interim Chief People Officer from August 2020 to April 2021. From July 2014 to June 2020, Ms. Miller held various roles at The Honest Company, an American consumer goods company, most recently serving as General Counsel. Prior to The Honest Company, Ms. Miller practiced corporate law at the law offices of Cooley LLP and Gibson Dunn & Crutcher LLP. Ms. Miller was a Senate Fellow in the California State Senate from October 2005 to September 2006. Since December 2021, Ms. Miller has served on the governing board of Defy Ventures, Inc. Ms. Miller holds a B.A. in humanities from Stanford University and a J.D. from the University of Texas School of Law.

Rich Preece
		Rich Preece has served as our Chief Operating Officer since December 2019. From 2002 to December 2019, Mr. Preece held various roles at Intuit Inc., an American business software company that specializes in financial software, most recently serving as Senior Vice President and Head of Customer Success for the Small Business and Self-employed group from August 2019 to December 2019. Prior roles include Senior Vice President and US Country Manager and Vice President and Managing Director, Europe, Middle East, and Africa (EMEA). Mr. Preece holds a B.S. in Marketing from Bournemouth University.

Shrisha Radhakrishna
		Shrisha Radhakrishna has served as our Chief Technology Officer since August 2020 and Chief Product Officer since October 2021. From April 2009 to August 2020, Mr. Radhakrishna held various roles at Intuit Inc., an American business software company that specializes in financial software, most recently serving as Vice President of Product Development from August 2016 to August 2020. Prior to Intuit Inc., Mr. Radhakrishna served as Director of Engineering at BooRah, Inc. Mr. Radhakrishna holds a B.Eng. degree in Information Science from Bangalore University and an M.B.A. from the Kellogg School of Management at Northwestern University.

Noel Watson
		Noel Watson has served as our Chief Financial Officer since November 2020. From June 2019 to November 2020, Mr. Watson served as Chief Financial Officer at TrueCar, Inc., an automotive pricing and information website for new and used car buyers. From April 2006 to June 2019, Mr. Watson served in various roles at TripAdvisor, Inc., an American company which operates as an online travel company, including as Vice President - Finance and Chief Accounting Officer. Mr. Watson has served on the board of directors of Affirm Holdings, Inc. since September 2022. He previously served on the board of directors of Zynga Inc. from July 2020 to May 2022. Mr. Watson holds a B.S. in accounting from Bryant University.


20		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Compensation Discussion & Analysis

This Compensation Discussion and Analysis describes the material elements of the Company’s executive officer compensation program and analyzes the compensation decisions made for our executive officers included in the Summary Compensation Table below (the “named executive officers”).

Named Executive Officers

Our named executive officers for 2022 were:


		Name				Position

		Dan Wernikoff				Chief Executive Officer and Director

		Noel Watson				Chief Financial Officer

		Rich Preece				Chief Operating Officer

		Shrisha Radhakrishna				Chief Technology Officer and Chief Product Officer

		Nicole Miller				Executive Vice President, General Counsel and Secretary

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following objectives:

•

Attract, motivate and retain quality executive officers to ensure the success and growth of the Company;

•

Align executive compensation with the Company’s corporate strategies, business objectives and the creation of long-term value for our stockholders; and

•

Utilize performance metrics aligned with the Company’ business objectives and our stockholder interests in the short-, mid- and long-term to drive accountability, recognize performance, drive engagement and retention, and manage risks associated with underperformance.

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee has the authority to determine the amount of compensation paid or awarded to each of the named executive officers. The Compensation Committee annually evaluates the performance of each of the named executive officers and determines compensation levels based on its performance evaluation. The Compensation Committee also, among other things, approves our executive compensation plans and policies and is responsible for administering our equity incentive plan, with authority to approve award grants under the plan. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other named executive officers.

Each element of our executive compensation program was unanimously approved by the Compensation Committee. All Compensation Committee members are independent under applicable Nasdaq rules. None of our named executive officers is a member of our Compensation Committee or otherwise had any role in determining the compensation of our other named executive officers, other than the Chief Executive Officer’s recommendations to the Compensation Committee as to the compensation of the other named executive officers.

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants and outside service providers and advisors to advise the Compensation Committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. In 2022, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant, who has served as the Compensation Committee’s compensation consultant since 2021. The Compensation Committee was directly responsible for the appointment, compensation and oversight of FW Cook’s work. The Compensation Committee assessed the independence of FW Cook pursuant to applicable SEC and Nasdaq rules and concluded that no conflict of interest existed with respect to FW Cook’s services to the Compensation Committee. FW Cook has not performed any services for us, except for compensation-related services on behalf of, and as instructed by, the Compensation Committee.


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FW Cook’s services related to 2022 compensation included advising the Compensation Committee on the newly constructed peer group described below, the design of our 2022 bonus structure and compensation-based retention mechanisms, and other equity-based compensation policies and practices. FW Cook also advised the Compensation Committee on the August 2022 changes to the Company’s Eligible Director Compensation Policy discussed above.

Peer Group

The Compensation Committee periodically selects a peer group of companies in our industry to assist the committee in making its compensation decisions. Although the Compensation Committee reviews and discusses the peer company compensation data provided by its compensation consultant to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the Compensation Committee in making compensation decisions.

In connection with the Company’s IPO, the Compensation Committee, in consultation with its independent compensation consultant, selected a newly constructed peer group consisting of the following companies (the “IPO peer group”):


Anaplan, Inc.	Elastic N.V.	LiveRamp Holdings, Inc.
AppFolio, Inc.	Etsy, Inc.	Momentive Global Inc.
Avalara, Inc.	Five9, Inc.	Smartsheet Inc.
BigCommerce Holdings, Inc.	Fiverr International Ltd.	Upwork Inc.
Box, Inc.	GoDaddy Inc.	Wix.com Ltd.
CarGurus, Inc.	GrubHub Inc.	Zendesk, Inc.
Chegg, Inc.	Guidewire Software, Inc.	Zillow Group, Inc.
Dropbox, Inc.	HubSpot, Inc.

In August 2022, the Compensation Committee, with assistance from FW Cook, reviewed the list of peer group companies selected in connection with our IPO, and re-calibrated the peer companies to reflect our business expectations with respect to market capitalization, headcount, and projected revenue into 2023. As a result of this re-evaluation, seven companies used in the IPO peer group were removed from the 2023 peer group (Anaplan, Inc., Etsy, Inc., GoDaddy Inc., Grubhub Inc., HubSpot, Inc., Zendesk, Inc. and Zillow Group, Inc.), and nine new companies were added (8x8 Inc., Angi Inc., Alteryx, Inc., BlackLine, Inc., New Relic, Inc., Nutanix, Inc., Sprout Social, Inc., Yelp Inc. and Zuora Inc.). As a result, our peer group for 2023 consists of the following companies:


8x8 Inc.	Chegg, Inc.	Nutanix, Inc.
Alteryx, Inc.	Dropbox, Inc.	Smartsheet Inc.
Angi Inc.	Elastic N.V.	Sprout Social, Inc.
AppFolio Inc.	Five9, Inc.	Upwork Inc.
Avalara, Inc.	Fiverr International Ltd.	Wix.com Ltd.
BigCommerce Holdings, Inc.	Guidewire Software, Inc.	Yelp Inc.
BlackLine, Inc.	LiveRamp Holdings, Inc.	Zuora Inc.
Box, Inc.	Momentive Global Inc.
CarGurus, Inc.	New Relic, Inc.

Role of Stockholder Say-on-Pay Votes

Because we were a newly public, emerging growth company in 2021, we are eligible for a transition period prior to holding our first advisory vote on the compensation of our named executive officers (the “say-on-pay vote”). Starting no later than the third anniversary of our IPO, we will be required to provide our stockholders with the opportunity to cast a say-on-pay vote. We expect to hold our first say-on-pay vote at our 2024 annual meeting of stockholders.

Material Elements of Compensation

Our Compensation Committee reviews compensation annually for our named executive officers and other members of our senior management team. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, Company and individual performance compared to our expectations and objectives, the historical compensation levels of our executives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company.

The current elements of our executive compensation program are annual base salaries, annual performance-based cash awards, equity-based incentive awards and certain employee benefits, each of which are discussed in more detail below.


22		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

We aim to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives and philosophy; however, we do not apply any rigid allocation formula in setting our named executive officers’ compensation, and we may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances.

Annual Base Salary

Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed annually, typically in connection with our annual performance review process in March of each year, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities and performance relative to individual, team and Company goals and objectives. No named executive officers are entitled to any automatic base salary increases.

The 2022 base salary for the named executive officers were generally held flat in 2022, except that Mr. Preece’s salary was increased as part of the post-IPO transition from $300,000 to $400,000, which was slightly below the median of the IPO peer group. Further, Mr. Wernikoff’s salary in 2022 was not increased after a salary reduction in 2021 from $800,000 to $500,000, which was also slightly below the median of the IPO peer group. The 2022 base salary for each of our named executive officers, as approved by the Compensation Committee in March 2022, was as follows:


Name				Base Salary

Dan Wernikoff				$500,000

Noel Watson				$450,000

Rich Preece				$400,000

Shrisha Radhakrishna				$400,000

Nicole Miller				$400,000

Annual Bonus Plan

Our named executive officers are eligible to receive an annual incentive bonus under our annual bonus plan, which is administered by our Compensation Committee. Based on input from FW Cook, the Compensation Committee redesigned the structure of the annual bonus plan for 2022 to ensure it was not discretionary, to set goals that were relevant and aligned to the Company’s 2022 objectives and strategy, and to add additional performance incentives for achievement against the Company’s North Star long-term strategic priorities.

For 2022, the bonus payout under our annual bonus plan was based upon the achievement of three pre-established corporate financial objectives: (i) net bookings plus partner and other revenue, (ii) CEBITDA (Adjusted EBITDA + change in deferred revenue), and (iii) subscription bookings. The Compensation Committee chose subscription bookings to align with the Company’s strategic goal of providing long-term value to customers beyond business formations. The Compensation Committee chose net bookings plus partner and other revenue because it believes this metric reflects the Company’s overall business on both a transactional and subscription basis, and it chose CEBITDA to align with the Company’s focus on profitability combined with its strategy to drive subscriptions bookings versus in-period revenue recognition.

For 2022, the target bonus payout (as a percentage of base salary) for our named executive officers was as follows:


Named Executive Officer				2022 Target

Dan Wernikoff⁽¹⁾				96.25%

Noel Watson⁽¹⁾				71.25%

Rich Preece⁽¹⁾				71.25%

Shrisha Radhakrishna⁽¹⁾				71.25%

Nicole Miller				50%



(1) For Mr. Wernikoff, represents the weighted average target bonus payout based on a 75% target from January 1, 2022 through February 28, 2022 and a 100% target from March 1, 2022 through December 31, 2022. For Messrs. Watson, Preece and Radhakrishna, represents the weighted average target bonus payout based on a 50% target from January 1, 2022 through February 28, 2022 and a 75% target from March 1, 2022 through December 31, 2022.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		23

The overall annual bonus plan payout for each named executive officer was based upon the following two factors:

Pre-established Corporate Performance Goals (75%). For 2022, our pre-established corporate performance goals consisted of year-over-year growth rate for combined net bookings and partner and other revenue (weighted 25%), CEBITDA (defined as Adjusted EBITDA + change in deferred revenue) (weighted 40%) and year-over-year growth rate in subscription bookings (weighted 35%). The bonus plan also required CEBITDA to be at least 75% of the target for any award to be earned. A summary of our 2022 performance measures as well as our related 2022 results are below:


Performance Measure	Weight	FY2022 Performance Goals⁽¹⁾			FY22 Actual	Achievement (as a % of Target)	Resulting Bonus Funding (as a % of Target)
		Minimum Threshold	Target	Maximum

YoY Growth % of Net Bookings + Partner & Other Revenue	25%	12%	16%	20%	6%	37.5%	0%

CEBITDA (Adjusted EBITDA + change in deferred revenue)⁽²⁾	40%	$55.6 million	$69.5 million	$83.4 million	$83.0 million	119.4%	140.8%

YoY Growth % of Subscription Bookings	35%	20%	25%	29%	19.9%	79.6%	0%

(1)

The payout for each performance goal assumes proration of achievement between tiers. If the achievement of any goal is below the threshold payout tier, the payout for that measure will be zero.

(2)

For purposes of our annual bonus plan, Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 1, 2023. In addition, the CEBITDA calculation for 2022 was net of the estimated impact of the Company’s new product line-up testing of $2.1 million.

In addition, the 2022 bonus formula allows the Compensation Committee to adjust the amount funded Company-wide by 30% of the Company’s target bonus pool. The adjustment is based on assessment of long-term performance-based strategic priorities. In determining whether to adjust the bonus pool to increase or decrease the annual bonus payout, the Compensation Committee considers the Company’s achievement of goals related to: (i) successful new product and partnership launches; (ii) ability to drive successful new business growth; (iii) launch of new platforms for scaled product offerings and services; (iv) implementation of technology to scale internal operations; and (v) ability to drive employee and customer engagement.

The Compensation Committee made a qualitative adjustment to the annual incentive bonus pool of 18.7% in recognition of the Company’s progress against its North Star priorities, including achievements above expectations on the following: progress towards the launch of its new product lineup, the integration of a new subscription-based product (virtual mail) into the Company’s core product line-up, the launch of new platforms for scaled product offerings and services, the implementation of technology to scale internal operations, and improvements in the redesign of the Company’s customer portal to drive increased customer engagement.

Evaluation of Individual Performance (25%). Performance was measured at year-end and the Compensation Committee determined that although two of the three corporate performance goals were achieved below the threshold level given macroeconomic factors, overall Company performance relative to our long-term goals was strong, as was individual performance for each of the named executive officers. The 25% individual portion of the annual bonus plan award was paid to the named executive officers based on the following:


Named Executive Officer	Rating	Key Achievements
Dan Wernikoff	Met Expectations	Recognition of progress towards the optimization of the Company’s product line-up combined with increased profitability and the introduction and integration of multiple transformational growth opportunities to drive our subscriptions business.
Noel Watson	Met Expectations	Support of new commercialization opportunities across the business, including new partnerships and acquisitions, combined with continued automation and infrastructure improvements and internal leadership and talent attraction.
Rich Preece	Met Expectations	Progress made on introduction of the new LZ tax business and the transformation of the Company’s fulfillment and care organizations.


24		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.


Named Executive Officer	Rating	Key Achievements
Shrisha Radhakrishna	Exceeded Expectations	Improved employee and application infrastructure, progress towards the Company’s product line-up, and new product integrations and improvements.
Nicole Miller	Met Expectations	Launching the Company’s alternative business structure in Arizona and internal partnership on a number of complex integration and acquisition transactions.

As a result of the foregoing, the following annual bonus amounts were awarded to our named executive officers for 2022:



Named Executive Officer	2022 Target Incentive ($)	Total Payout ($)	Payout % of Target Bonus

Dan Wernikoff	481,250	360,000	75%

Noel Watson	320,625	230,400	72%

Rich Preece	271,298	185,000	68%

Shrisha Radhakrishna	285,000	255,600	90%

Nicole Miller	200,000	144,000	72%

Equity Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees, directors and consultants, including our named executive officers. At December 31, 2022, stock option awards and RSU awards were the only forms of equity awards we granted to our named executive officers.

We use a combination of RSU awards and stock options to diversify the equity compensation we use to incentivize and deliver value to our named executive officers. We use stock options as an incentive to increase our stock price after grant. The RSUs align with long-term stockholders and require both continued service and stock price value maintenance to deliver intended values. Our Compensation Committee generally grants equity awards following our annual review process in the spring, or as the Compensation Committee otherwise deems appropriate.

The Committee added performance-based RSUs to the program in 2023 as part of the evolution of the compensation program from pre-IPO conventions over the first couple of years after becoming publicly traded.

Annual 2022 Equity Grants

Based on input from FW Cook, including the use of peer group data, the Compensation Committee determined that named executive officers would receive 50% of the target grant value of their annual equity grants in the form of stock options to reflect the portion at risk for performance in the form of stock price increase and 50% of the target grant value of their annual equity grants in the form of RSUs. The number of stock options and RSUs granted to each named executive officer in March 2022 is set forth in the table below:


Name	Stock Options Granted (#)	RSUs Granted (#)	Total Annual Grant Value ($)⁽¹⁾
Dan Wernikoff	776,397	310,559	9,526,394
Noel Watson	388,197	155,279	4,763,180
Rich Preece	388,197	155,279	4,763,180
Shrisha Radhakrishna	388,197	155,279	4,763,180
Nicole Miller	242,622	97,049	2,976,975
(1) Amounts reported represent the aggregate grant-date fair value of RSU and stock option awards granted to our named executive officers during 2022 computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the RSU and stock option awards reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		25

The number of RSUs granted to our named executive officers in March 2022 was determined by dividing the target grant value of the award by our closing stock price on the fourth day following the release of our 2021 earnings in March 2022. The number of stock options granted to our named executive officers was determined by multiplying the number of RSUs granted to each named executive officer by 2.5 to reflect a reasonable tradeoff between options and RSUs (assumed 40% Black Scholes fair value). Stock options are granted with the exercise price set equal to the closing price of our common stock on the date of grant. As a result, if our stock price were not to increase, the stock options will not deliver any economic value. The stock options and RSUs reflected in the table above vest over four years to provide an additional retention incentive.

Mid-Year 2022 Equity Grants (Excluding CEO)

Dynamic changes in the market resulted in a gap between the compensation of our named executive officers and the data in our peer group. In August 2022 the Compensation Committee determined that it was in the best interests of the Company to grant additional RSUs, vesting over four years, to certain of our named executive officers, excluding Mr. Wernikoff, our Chief Executive Officer, in order to enhance their stake and retention value. The number of RSUs granted to each named executive officer is set forth in the table below:


Name	RSUs Granted (#)	RSU Grant Value ($)⁽¹⁾
Dan Wernikoff	—	—
Noel Watson	78,554	908,084
Rich Preece	78,554	908,084
Shrisha Radhakrishna	78,554	908,084
Nicole Miller	19,638	227,015
(1) Amounts reported represent the aggregate grant-date fair value of RSU awards granted to our named executive officers during 2022 computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the RSUs reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023.

Employee Benefits and Perquisites

We have generally not offered special benefits to our named executive officers. We provide 401(k) matching contributions as discussed under “Health and Welfare and Retirement Benefits” below. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. We also maintain an employee stock purchase plan in order to enable eligible employees, including our eligible named executive officers, to purchase shares of our common stock at a discount.

Health and Welfare and Retirement Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances.

401(k) Plan

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may elect to defer up to 80% of their eligible compensation into the plan on a pre-tax basis, up to annual limits prescribed by the Internal Revenue Code, and we make an employer matching contribution to the plan in the amount equal to 100% of the first 4% of eligible compensation that eligible employees defer each year. In general, eligible compensation for purposes of the 401(k) retirement savings plan includes an employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with us to the extent the amounts are includible in gross income, and subject to certain adjustments and exclusions required under the Internal Revenue Code.

Pension Benefits and Nonqualified Deferred Compensation

Our named executive officers do not participate in any defined benefit pension plans or nonqualified deferred compensation plans.


26		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

Compensation Policies and Practices as They Relate to Risk Management

The Compensation Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of the Company’s long-term strategic priorities, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our Compensation Committee concluded that risks arising from our compensation policies and practices for all employees, including executive officers, are not reasonably likely to have a material adverse effect on us.

Clawback Policy

In 2022, the SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend to adopt a clawback policy that complies with the final rule adopted by the SEC and the applicable listing standards adopted by the Nasdaq, with such clawback policy to be effective within the prescribed timeframe under such final rule and such listing standards.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee

Christine Wang, Chair

Dipan Patel

Elizabeth Hamren

The foregoing report of the Compensation Committee shall not be deemed to be part of or incorporated by reference in any filing under the Securities Act or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed “soliciting materials” or “filed” under either the Securities Act or the Exchange Act.


LegalZoom.com, Inc. ⬛ 2023 PROXY STATEMENT		27

Executive Compensation Tables

Summary Compensation Table

The following table describes the 2022, 2021 and 2020 compensation provided to our named executive officers:


Name and Principal Position	Year		Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)
Dan Wernikoff Chief Executive Officer and Director		2022		500,000		—		4,394,410		5,131,984		360,000		12,200		10,398,594
		2021		649,616		—		3,249,988		14,773,725		187,500		—		18,860,829
		2020		800,000		250,000		—		3,401,916		—		—		4,451,916
Noel Watson Chief Financial Officer		2022		450,000		—		3,105,282		2,565,982		230,400		12,200		6,363,864
		2021		451,731		—		14,228,700		14,484,101		275,000		6,670		29,446,202
		2020		57,115⁽⁶⁾		300,000		5,000,000		—		—		—		5,357,115
Rich Preece Chief Operating Officer		2022		384,616		—		3,105,282		2,565,982		185,000		12,200		6,253,080
Rich Preece Chief Operating Officer		2021		301,154		—		6,517,233		24,378,652		300,000		6,577		31,503,616
Shrisha Radhakrishna Chief Technology Officer and Chief Product Officer		2022		400,000		—		3,105,282		2,565,982		255,600		12,200		6,339,064
		2021		401,539		—		11,641,594		14,479,334		250,000		—		26,772,827
		2020		136,923⁽⁶⁾		93,000		4,000,000		—		—		—		4,222,923
Nicole Miller Executive Vice President, General Counsel and Secretary		2022		400,000		—		1,600,259		1,603,731		144,000		1,231		3,749,221

(1)	Salary amounts represent actual amounts earned. See the section titled “Compensation Discussion and Analysis—Material Elements of Compensation—Annual Base Salary” above.

(2)

Amounts reported represent the aggregate grant-date fair value of RSU awards granted to our named executive officers under our 2021 Plan and our 2016 Stock Incentive Plan (the “2016 Plan”), as applicable, computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the stock-based awards reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023. Amounts reported in 2021 also include the incremental fair value related to modifications of stock awards granted in prior years. See “2021 Equity Award Modifications” below. The grant-date fair values of the RSU awards granted in 2021, excluding any incremental fair value related to modifications of RSU awards granted in prior years, to Messrs. Wernikoff, Watson, Preece and Radhakrishna were $3,249,988, $1,244,992, $1,999,984 and $1,254,988, respectively. The amounts in this column do not reflect the actual economic value that may be realized by the named executive officer.

(3)

Amounts reported represent the aggregate grant-date fair value of stock option awards granted to our named executive officers under our 2021 Plan and our 2016 Plan, as applicable, computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023. Amounts reported also include the incremental fair value related to modifications of stock option awards granted in prior years. See “2021 Equity Award Modifications” below. The grant-date fair values of the stock options granted in 2021, excluding any incremental fair value related to modifications of stock option awards granted in prior years, to Messrs. Wernikoff, Watson, Preece and Radhakrishna were $3,418,285, $1,309,465, $2,103,555 and $1,319,973, respectively. The amounts in this column do not reflect the actual economic value that may be realized by the named executive officer.

(4)	The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the cash bonus amounts paid to our named executive officers for the years indicated pursuant to our annual bonus plan.

(5)	Reflects the value of 401(k) contributions made by the Company.

(6)	Mr. Watson commenced his employment in November 2020. Mr. Radhakrishna commenced his employment in August 2020.

2021 Equity Award Modifications

In June 2021, in anticipation of our IPO and to provide an additional retention incentive for our executive officers, we modified the vesting conditions of certain stock options and RSUs granted to our executive officers in prior years. With respect to the modification of performance stock options, this was done so that they would not fully vest upon a liquidity event (which, in the case of Messrs. Preece, Radhakrishna and Watson, included our IPO) and instead continue to vest monthly over a four-year period measured from their original vesting commencement dates, subject to continued employment through the applicable vesting dates. The incremental stock-based compensation expense as a result of the modification for Mr. Wernikoff’s performance options, which is required to be reported in the Summary Compensation Table for 2021 above in accordance with applicable SEC rules, was measured using a Monte Carlo simulation immediately prior to the modification date and a Black-Scholes Option Pricing Model immediately after the modification date. Upon completion of our IPO, we recognized stock-based compensation expense for the modified performance option for which the service vesting condition had been satisfied through the effective date of the IPO and all remaining compensation is recognized thereafter over the remaining service period using the graded vesting method. With respect to the modified


28		2023 PROXY STATEMENT ⬛ LegalZoom.com, Inc.

stock options for Messrs. Preece, Radhakrishna and Watson, because the modified awards contained a performance condition that was satisfied upon the IPO, we remeasured the fair value of the performance options on the date of modification, also resulting in incremental fair value that is required to be reported in the Summary Compensation Table for 2021 above in accordance with applicable SEC rules. With respect to the time-based options, modifications were made to eliminate certain single-trigger change in control vesting and did not result in any incremental stock-based compensation that is required to be reported in the Summary Compensation Table for 2021 above. With respect to the RSUs, modifications were made to amend the severance vesting acceleration benefit applicable to the award so that the executive is only entitled to 12 months of accelerated vesting in the event of a qualifying termination not in connection with a change in control (as opposed to full acceleration) and the executive is only entitled to full acceleration in the event of a qualifying termination of employment that occurs on or within 24 months of a change in control.

The modifications to the RSUs also resulted in incremental stock-based compensation expense that is required to be reported in the Summary Compensation Table for 2021 above in accordance with applicable SEC rules. For Messrs. Wernikoff, Preece, Radhakrishna and Watson, the incremental fair value reported in the Option Awards column of the Summary Compensation Table for 2021 above as a result of the pre-IPO award modifications that were made at the time of our IPO is $11,355,440, $22,275,097, $13,159,361 and $13,174,636, respectively. For Messrs. Preece, Radhakrishna and Watson, the incremental fair value reported in the Stock Awards column of the Summary Compensation Table for 2021 as a result of the pre-IPO award modifications that were made at the time of our IPO is $4,517,249, $10,386,966 and $12,983,708, respectively. For avoidance of doubt, these amounts relate solely to the accounting incremental fair value related to the modification of awards granted in prior years and do not reflect the grant of new awards.

The table below breaks out new equity compensation value from the modification value reported in the Summary Compensation Table for 2021 for Messrs. Wernikoff, Preece, Radhakrishna and Watson:


Name	Award Type	Annual New Grant Value ($)⁽¹⁾	Total Modification Value ($)	Total Equity Value Reported in Summary Compensation Table for 2021 ($)
Dan Wernikoff	RSU	3,249,988	—	3,249,988
	Option	3,418,285	11,355,440	14,773,725
Rich Preece	RSU	1,999,984	4,517,249	6,517,233
	Option	2,103,555	22,275,097	24,378,652
Shrisha Radhakrishna	RSU	1,254,988	10,386,966	11,641,954
	Option	1,319,973	13,159,361	14,479,334
Noel Watson	RSU	1,244,992	12,983,708	14,228,700
	Option	1,309,465	13,174,636	14,484,101

(1)

Amounts reported represent the aggregate grant-date fair value of RSU awards granted to our named executive officers under our 2021 Plan and our 2016 Plan, as applicable, computed in accordance with ASC 718.


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Grants of Plan-Based Awards in 2022

The following table includes information regarding RSUs and stock options granted to our named executive officers under our 2021 Plan during the year ended December 31, 2022:


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			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 ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽¹⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽¹⁾
Dan Wernikoff	3/26/2022	—	—	—	310,559	—	—	4,394,410
	3/26/2022	—	—	—	—	776,397	$14.15	5,131,984
	—	—	$481,250	$721,875	—	—	—	—
Noel Watson	3/26/2022	—	—	—	155,279	—	—	2,197,198
Noel Watson	3/26/2022	—	—	—	—	388,197	$14.15	2,565,982
	8/18/2022	—	—	—	78,554	—	—	908,084
	—	—	$320,625	$480,938	—	—	—	—
Rich Preece	3/26/2022	—	—	—	155,279	—	—	2,197,198
	3/26/2022	—	—	—	—	388,197	$14.15	2,565,982
	8/18/2022	—	—	—	78,554	—	—	908,084
	—	—	$271,298	$406,947	—	—	—	—
Shrisha Radhakrishna	3/26/2022	—	—	—	155,279	—	—	2,197,198
	3/26/2022	—	—	—	—	388,197	$14.15	2,565,982
	8/18/2022	—	—	—	78,554	—	—	908,084
	—	—	$285,000	$427,500	—	—	—	—
Nicole Miller	3/26/2022	—	—	—	97,049	—	—	1,373,243
	3/26/2022	—	—	—	—	242,622	$14.15	1,603,731
	8/18/2022	—	—	—	19,638	—	—	227,015
	—	—	$200,000	$300,000	—	—	—	—

(1)

Amounts reported represent the aggregate grant-date fair value of RSU and stock option awards granted to our named executive officers during 2022 computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the RSU and stock option awards reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023.


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Outstanding Equity Awards as of December 31, 2022

The following table reflects information regarding outstanding unvested equity held by our named executive officers as of December 31, 2022:


Name	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	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⁾
Dan Wernikoff	2,872,116	755,820⁽²⁾	9.82⁽³⁾	9/19/2029	—	—
	2,720,952	906,984⁽⁴⁾	9.82⁽³⁾	9/19/2029	—	—
	90,680	199,497⁽⁵⁾	28.00	6/28/2031	—	—
	—	776,397⁽⁶⁾	14.15	3/26/2032	—	—
	—	—	—	—	79,799⁽⁵⁾	617,644
	—	—	—	—	310,559⁽⁶⁾	2,403,727
Noel Watson	397,784	365,963⁽⁴⁾	9.82	11/18/2030	—	—
	34,737	76,423⁽⁵⁾	28.00	6/28/2031	—	—
	—	388,197⁽⁶⁾	14.15	3/26/2032	—	—
	—	—	—	—	254,583⁽⁸⁾	1,970,472
	—	—	—	—	30,569⁽⁵⁾	236,604
	—	—	—	—	155,279⁽⁶⁾	1,201,859
	—	—	—	—	78,554⁽⁷⁾	608,008
Rich Preece	707,355	235,785⁽²⁾	9.82⁽³⁾	1/6/2030	—	—
	1,017,806	302,591⁽⁴⁾	9.82⁽³⁾	1/6/2030	—	—
	55,803	122,767⁽⁵⁾	28.00	6/28/2031	—	—
	—	388,197⁽⁶⁾	14.15	3/26/2032	—	—
	—	—	—	—	44,287⁽⁸⁾	342,781
	—	—	—	—	49,107⁽⁵⁾	380,088
	—	—	—	—	155,279⁽⁶⁾	1,201,859
	—	—	—	—	78,554⁽⁷⁾	608,008
Shrisha Radhakrishna	445,519	318,228⁽⁴⁾	9.82⁽