UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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LENDINGTREE, INC.

(Name of Registrant as Specified In Its Charter)

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

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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.

Notice of 2023 Annual
Meeting of Stockholders

AGENDA ITEM	BOARD RECOMMENDATION		FOR MORE INFORMATION	Annual Meeting of Stockholders June 21, 2023 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2023
1. To elect nine members of our Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors)	✓	FOR (all nominees)	Page 20
2. Advisory vote to approve LendingTree’s executive compensation (say on pay)	✓	FOR	Page 28
3. Advisory vote on the Frequency of Say on Pay Votes	✓	1 YEAR	Page 54
4. To approve the LendingTree, Inc. 2023 Stock Plan	✓	FOR	Page 55
5. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 61

Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this proxy statement, we have not received notice of any such matters.

HOW TO VOTE

	At the Virtual meeting		Mail	Your vote is important. Please vote as promptly as possible. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 21, 2023 (the “Meeting”): Both the proxy statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available electronically at: www.proxyvote.com
Attend the Annual Meeting at www.virtualshareholdersmeeting.com/TREE2023 (using the 16-digit control number included on your proxy card or voting instruction form)		Please mail your completed proxy card or voting instruction form following the instructions provided therein
	Telephone		Internet
Instructions provided in your proxy card or voting instruction form		Instructions provided in your proxy card or voting instruction form

2023 Virtual Annual Stockholder Meeting

The meeting will be a virtual annual meeting. You will not be able to attend the meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions prior to the meeting by visiting www.virtualshareholdermeeting.com/TREE2023. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 21, 2023. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in process or meeting time, please call 844-986-0822 / International: 303-562-9302 on the meeting date. Technical assistance will be available through the conclusion of the Annual Meeting.

Our Board of Directors has set April 24, 2023, as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

Notice

We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about May 1, 2023. This Notice informs those stockholders how to access our Proxy Statement and our 2022 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investors.lendingtree.com. The questions and answers will remain available until LendingTree’s 2024 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held on June 21, 2023: Copies of the Proxy Statement and of our annual report for the fiscal year ended December 31, 2022 are available by visiting the following website: www.proxyvote.com.

Lisa M. Young

Corporate Secretary

May 1, 2023

Dear Fellow LendingTree Stockholders:

Introduction

Our business was tested in 2022, in perhaps one of the most difficult operating environments we have faced in our history as a public company. Significantly higher interest rates weighed heavily on mortgage activity while the impact of persistently high inflation decreased the advertising budgets of our insurance carrier partners. Despite those challenges, we believe our performance this past year proves we have built a durable business that can successfully navigate a very difficult economic cycle, while also enabling us to invest for the future.

2022 in Review

The diversification of our company combined with a strong balance sheet and prudent expense management produced $84.5 million of Adjusted EBITDA for the year. We were able to achieve this while maintaining investment in our discrete growth initiatives, which we believe have potential to significantly increase the lifetime value of our customers and improve the long-term margin profile of our company.

Last year our total revenue declined 10% versus 2021. Higher interest rates caused significant pressure on mortgage origination volumes, both for purchase and refinance transactions. Total US mortgage originations in 2022 were $2.75 trillion, a 39% decline from $4.51 trillion in 2021. Our Home segment revenue declined 34%, with the second half of the year more impacted than the first based on the timing of interest rate increases. Profit in Home declined 33%, displaying structurally sound margins despite the tumultuous environment. We believe the ability to sustain positive unit economics through a period of such stress speaks to the strength of our Home segment and its position as a market leader for our consumers and partners looking for new mortgage loans.

Our Insurance segment revenue declined 8% year-over-year as higher losses at our partner carriers, primarily driven by inflationary impacts, caused declines in profitability which in turn suppressed marketing budgets. Margin compression led to segment profit declining 19%, although the team implemented a series of operational changes in the second half of the year that allowed margins to recover in the fourth quarter.

Our Consumer segment performed well despite the various economic headwinds, growing revenue by 20% primarily driven by strength in our Personal Loan and Small Business verticals. Segment profit was up 22% due to the mix shift of revenue towards higher margin products. We believe the work we are doing to improve the logged-in experience for consumers in the MyLendingTree app will most benefit the Consumer segment initially, and we look forward to providing updates of the progress we are making this year.

Community Outreach

In 2022, The LendingTree Foundation (“The Foundation”) used the structure of angel investing in emerging social impact organizations as a guide and embraced relational philanthropy versus transactional. The Foundation learned that it could move the needle by treating its non-profit partners as businesses and teaching capacity building skills to grow impact. The Foundation finished year two of the inaugural three-year LendaHand Alliance Cohort by providing a total of $1.25 million in unrestricted funding to 10 Charlotte area non-profits. The Foundation continued to learn that a collaborative cohort model and capacity building services are key to long term growth of emerging non-profit organizations. The Foundation provided support through collaboration space, fundraising training, and threw its first Pitch Party in 2022. The Pitch Party gave the cohort an opportunity to pitch their organization’s mission and fundraising goals to over 30 funders face-to-face in the hopes of making mutually beneficial connections. The Foundation continued its investment in potential future cohort members with community impact grants totalling $175,000 to six local Charlotte non-profits.

Our employees continued to be change makers in the communities where they live and work. The Foundation donated over $22,000 through its Dollars-for-Doers volunteer program and matched over $79,000 in LendingTree employee donations.

In support of The Foundation’s 2021 investment of $2.5M in the Housing Impact Fund, The Foundation engaged LendingTree Corporate Philanthropy to support the community of Lake Mist Apartments (“Lake Mist”) through corporate and employee donations of needed supplies such as diapers, wipes, formula, and food. LendingTree employees donated full backpacks for Lake Mist children at the beginning of the school year and held a holiday festival for the Lake Mist tenants in December.

Finally, The Foundation continued to make a long-term commitment to supporting artistic learning, growth, and expression in the community. In addition to The Foundation’s three-year investment in the Charlotte Arts Infusion Fund, LendingTree Corporate Philanthropy continued to support local artists through corporate funding of initiatives such as I am Queen Charlotte, Brooklyn Collective, and Stories in Color through the Charlotte Children’s Theatre.

Our 2023 Plans

Looking forward the company is energized by the initiatives we are executing on in 2023. Our focus on becoming the premiere digital ally for consumers, to help them win financially, drives much of our day-to-day work. During the first quarter of this year, we announced the launch of the LendingTree Win Card, our first branded consumer credit offering in partnership with Upgrade. We spent a significant portion of last year speaking with thousands of consumers, identifying key financial problems that most burdened them. This input led to designing a number of unique features for the Win Card, which offers a cashback incentive tied to regular usage of our MyLendingTree logged-in experience. We look forward to sharing more milestones in coming quarters as we build a destination for our customers to get timely advice on how to improve their financial lives, which is more relevant to them now than ever.

We know the current environment of higher interest rates and persistently strong inflation will present challenges to revenue growth this year. These macroeconomic headwinds must be factored into how we run the business. Management remains focused on operating expenses as a key lever of profitability that is entirely within our control. To that end, we completed an expense rationalization at the end of the first quarter this year that resulted in a 13% reduction in our workforce, providing necessary savings while maintaining our focus on growth goals.

Our balance sheet allows us to continue to manage the business from a position of strength. We ended 2022 with $299 million of cash, well in excess of any potential working capital needs. In the first quarter we used $156 million of cash to repurchase $191 million of our July, 2025 convertible notes at an attractive discount to par to de-lever our capital structure. As we move through the year, we plan to remain opportunistic with our cash reserves to responsibly address future debt maturities.

Concluding Remarks

As a management team, we are committed to running the business as efficiently as possible through this period of supressed revenue growth. Due to the underlying strength of our brand and diversification benefits inherent in our business, we maintain the resources to invest in our targeted growth initiatives. Our overarching mission is to become the premiere destination for consumers shopping for financial services, helping them win as we lead with an exceptional breadth of partners and products to meet any of their needs.

Thank you all for your continued support of our Company and the work we do together.

Douglas Lebda

Chairman and Chief Executive Officer

LendingTree, Inc.

Table of Contents


Proxy Summary		2
	2022 Performance Highlights	3
	Board Highlights	3
	Executive Compensation Highlights	5
	Stockholder Engagement	6
Certain Relationships and Related Transactions		7
Related Person Transaction Policy		8
Corporate Governance		9
	Corporate Governance Practices	9
	Board of Directors Responsibilities and Structure	9
	Director Independence	11
	Qualifications of Directors	11
	Stockholder Recommendations of Director Candidates	12
	Board Evaluation Process	12
	Board Committees and Charters	12
	Compensation Committee Interlocks and Insider Participation	13
	Stockholder Engagement Process	13
	Corporate Social Responsibility	14
Proposal No. 1: Election of Directors		20
	Our Board Nominees	20
Director Compensation		25
	Overview of Our Compensation Program for Non-Employee Directors	25
	Director Stock Ownership Guideline	26
	Director Compensation Table	26
	Outstanding Equity Awards for Directors at Fiscal Year-End 2022	27
Proposal No. 2: Advisory Vote to Approve Executive Compensation		28
Compensation Committee Report		29
	Compensation Discussion and Analysis	29
Executive Compensation Tables		43
	Fiscal 2022 Summary Compensation Table	43
	Grants of Plan-Based Awards During Fiscal 2022	44
	Outstanding Equity Awards at Fiscal 2022 Year-End	45
	Option Exercises and Stock Vested During Fiscal 2022	46
	Pension Benefits	46
	Non-Qualified Deferred Compensation	47
	Potential Payments Upon Termination of Employment or Change in Control	47
	CEO Pay Ratio	50
	Pay-Versus-Performance	51
Proposal No. 3: Advisory Vote on the Frequency of Say on Pay votes		54
Proposal No. 4: Approval of the LendingTree, Inc. 2023 Stock Plan		55
Proposal No. 5: Ratification of Selection of Independent Registered Public Accounting Firm		61
Audit Committee Report		62
Stock Ownership Information		63
	Security Ownership Table	63
Information About the Meeting, Voting & Proxies		65
Appendix A – Information Regarding Non-GAAP Financial Measures		A-1
Appendix B – LendingTree, Inc. 2023 Stock Plan		B-1

LENDINGTREE 2023 Proxy Statement 1

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

We have first released this proxy statement to LendingTree stockholders beginning on May 1, 2023.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time

June 21, 2023 at 11:00 a.m. Eastern Time

Place

www.virtualshareholdermeeting.com/TREE2023

Record Date

April 24, 2023

You are entitled to vote if you held LendingTree stock on the record date. Holders of our common stock are entitled to one vote per share.

AGENDA

Proposal	Board Recommendation		For More Information
1. Election of nine directors	✓	FOR (all nominees)	Page 20
2. Advisory vote on LendingTree’s executive compensation	✓	FOR	Page 28
3. Advisory vote on the Frequency of Say on Pay votes	✓	ONE YEAR	Page 54
4. Approval of the LendingTree, Inc. 2023 Stock Plan	✓	FOR	Page 55
5. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 61

LENDINGTREE 2023 Proxy Statement 2

2022 Performance Highlights

In fiscal 2022, revenue declined 10% versus the prior year due to the combined impact of significantly higher interest rates and historically high levels of consumer price inflation.

Our Home segment experienced a 34% revenue decline as the average 30-year mortgage rate during 2022 increased to 5.33% as compared to 2.96% in 2021, which significantly reduced overall demand for new mortgage loans. Our Insurance segment endured a full year of tepid demand from our carrier partners for new policyholders, as inflation across the auto parts and repair supply chain led to a spike in losses across the insurance industry. Revenue for this business declined 8%, while segment profit declined 19%. The recovery in our Consumer segment continued with revenue up 20% and segment profit improving by 22% year-over-year. Personal loans and small business verticals were the standout performers in the Consumer segment, while the credit card business continued to lag as competition for new consumers has intensified.

See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

Board Highlights

Our Board of Directors is committed to maintaining an effective team of directors, which includes a commitment to diversity. The Nominating and Governance Committee considers the extent to which director nominees possess diverse qualities that make us able to respond most appropriately to our stockholders and customers.

BOARD OVERVIEW

The following charts reflect the tenure and age of the nominees for our Board of Directors as of the date of this proxy statement:

BOARD DIVERSITY MATRIX

The following matrix is provided in accordance with applicable Nasdaq listing requirements:

Board Diversity Matrix (as of May 1, 2023)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity:
Directors	2	7	-	-
Part II: Demographic Background:
South Asian	1	-	-	-
Hispanic or Latinx	-	1	-	-
White	1	6	-	-

LENDINGTREE 2023 Proxy Statement 3

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of the nine nominees for our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

FOUNDERS OF COMPANIES

4 director nominees

TRANSACTIONS AND INVESTMENTS

7 director nominees

FINANCIAL MATTERS

8 director nominees

CURRENT/FORMER CEO

6 director nominees

PLATFORM AND
DIGITAL MARKETING
EXPERTISE

5 director nominees

PUBLIC POLICY/GOVERNMENT RELATIONS

3 director nominees

BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

The following table provides summary information about each director nominee, including current committee memberships.

						Committee Memberships ⁽¹⁾
DIRECTOR NOMINEE	AGE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	OTHER PUBLIC COMPANY BOARDS	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE	TRANSACTIONS
Gabriel Dalporto	51	2017	Former Chief Executive Officer	0	●				●
Thomas M. Davidson, Jr.	51	2017	Executive Vice President of Blackbaud and President of EverFi	0	●			c	●
Mark Ernst	64	2022	Managing Partner of Bellevue Capital LLC,	1	●		●
Robin Henderson	53	2014	Senior Director, Private Capital Group, of RXR Realty	0	●	●		●
Douglas Lebda (Chairman of the Board of Directors)	53	2008	Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc.	0					c
Steven Ozonian (Lead Independent Director)	67	2011	CEO of the Williston Financial Group	1	●	c	c
Diego Rodriguez	53	2022	Technology Leader and Former Chief Product Officer, Intuit	1	●				●
Saras Sarasvathy	64	2015	Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business	0	●			●
G. Kennedy Thompson	72	2017	Former Partner of Aquiline Capital Partners	2	●	●	●		●
			Number of meetings in fiscal 2022			4	6	4	4

(1)

“C” indicates a committee chair.

LENDINGTREE 2023 Proxy Statement 4

Executive Compensation Highlights

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

What we do			What we don’t do
✔	Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary).	×	No excise tax gross-up.
✔	Maintain stock ownership guidelines of 5x annual retainer for our independent directors.	×	No supplemental company paid retirement benefits.
✔	Maintain compensation recovery (“clawback”) policies covering the time- and performance-based cash and equity incentive compensation paid to our executive officers.	×	No repricing of stock options without stockholder approval.
✔	Expressly prohibit payment of dividends on unvested equity awards.	×	No granting of discounted or reload stock options.
✔	Tie a significant portion of named executive officers’ (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation.	×	No guaranteed annual salary increases or bonuses.
✔	Grant performance-based equity incentive awards to our CEO with challenging performance hurdles.	×	Provide a CEO long-term equity award sooner than the intended front-load period that ends at the end of 2023 (excludes RSUs granted to Mr. Lebda as payment in lieu of cash bonuses).
✔	Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.

Our executive compensation programs are focused on aligning pay with performance:

Our CEO’s and NEO’s annual bonus award program and long-term equity awards are designed to encourage outstanding executive performance and to be aligned with stockholder interests.

Our CEO’s salary and bonus target have not increased since fiscal 2017, and our CEO’s salary will not increase in fiscal 2023 based on the terms of his employment agreement.

Our CEO did not receive an annual bonus in 2022 due to Company performance. Our CEO’s 2022 annual bonus was tied to company performance and to his individual performance which includes oversight of our divisions, and an annual bonus was not granted due to our company underperformance. In addition, our CEO’s 2021 annual bonus was paid as a grant of restricted stock units (“RSUs”) with a one-year cliff vest in place of a cash bonus.

•

100% of the December 2020 CEO Grants pursuant to the 2020 CEO Employment Agreement (as defined below) were highly performance-based and were not earned during 2022:

•

The December 2020 CEO Grants, which were described in previous proxy statements as a 2020 pay decision, reflect the entirety of our CEO’s long-term incentive compensation through December 2023. Our CEO was not granted any additional long-term incentive awards in 2021 or 2022 and will not receive any additional long-term incentive awards in 2023. The December 2020 awards are viewed by the Company as compensation for fiscal 2021–2023, rather than as part of the 2020 CEO compensation program. The Compensation Committee has no intention of changing the front-load award, modifying any of the performance conditions or the exercise price, or making a new long term incentive grant prior to 2024.

•

30% of the December 2020 CEO Grants were stock options that had a 25% premium exercise price of $300 at the time of grant (closing price on 12/03/2020 grant date was $239.47).

•

70% of the December 2020 CEO Grants were stock options that (a) had a 25% premium exercise price of $300 when granted, and (b) are only earned if there is future achievement of stock price increases between 81% and 191% above the share price on the date of grant. The current stock price is considerably lower than the grant price, and these underwater premium priced options and stock price-contingent options were not amended in 2021 or 2022. As a result, the option design ensures that our stockholders will earn substantial return before our CEO could realize value from the exercise of the options.

•

The December 2020 CEO Grants have a truly long-term and performance-based orientation, as these awards do not fully vest for six years and have a two-year holding requirement on the net after-tax shares retained by our CEO following his exercise.

LENDINGTREE 2023 Proxy Statement 5

•

During fiscal 2021, we implemented a stock ownership policy for our executives. Under the policy, our NEOs are required to maintain minimum beneficial ownership of our stock equal to 6x of base salary for our CEO and 1.5x-3x of base salary for our other NEOs. The non-employee directors also have an ownership guideline of 5x their annual Board cash retainer.

•

During fiscal 2021, we implemented a clawback policy. Additionally, in 2023, we are adopting additional recovery provisions in the 2023 Stock Plan (as described further on page 55), under which the Committee has the discretion to recover time- and performance-based equity and cash incentive compensation paid to our executive officers, including the NEOs, if the compensation would not have been earned based on a material restatement of our financial statements within the prior three years.

Stockholder Engagement

At LendingTree, we strive to engage with stockholders on a consistent basis to better understand their perspectives and concerns. We hold Investor Days, develop investor outreach programs, and have direct communication channels with stockholders. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy, and executive compensation. Stockholders may at any time communicate with any of our directors by emailing us at legal@lendingtree.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 9 of this proxy statement for more detail about our stockholder engagement program.

Note about Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this proxy statement may not prove to be accurate. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.’s management as of the date of this proxy statement. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

LENDINGTREE 2023 Proxy Statement 6

In 2017, our Audit Committee approved a relationship with EverFi, Inc. pursuant to which EverFi, Inc. would provide financial literacy digital learning courses in communities where the Company operates as part of the Company’s community outreach and philanthropic efforts. The Company’s financial commitment to EverFi, Inc. was $225,000 for each of 2017 and 2018. In 2019, the agreement with EverFi, Inc. was amended to (i) continue the Company’s financial commitment through July 2022 in an amount up to $250,000 per year, and (ii) utilize EverFi, Inc.’s suite of online compliance training programs for the Company’s employees through March 2022 for $30,000 per year. In 2020, the agreement with EverFi, Inc. was further amended to (i) include COVID safety training resources for Company employees through September 2023 for $5,000 for year one, $5,150 for year two, and $5,305 for year three, and (ii) creating single sign on access for Company employees and expanding access to training materials through October 2023 for $42,757 per year. In May 2022, the EverFi, Inc. agreement was further amended to extend the compliance training programs for Company employees through April 2025 for $30,000 per year. At the end of July 2022, the Company’s sponsorship program offering financial literacy and digital learning courses in communities where the Company operates for up to $250,000 per year expired and was not renewed. Amendments to the initial EverFi, Inc. agreement were approved by our Audit Committee. EverFi was purchased by Blackbaud, Inc. in December of 2021. Mr. Davidson, a director, was the co-founder of and previously served as the Chief Executive Officer of EverFi, Inc. Mr. Davidson now serves as Executive Vice President of Blackbaud and President of EverFi.

In 2017, our Audit Committee approved a relationship with ATTOM Data Solutions, LLC (f/k/a Renwood Realty Trac, LLC) (“ATTOM”) pursuant to which ATTOM would license data to the Company for $11,000 per month for a period of eighteen months. Later in 2017, the agreement with ATTOM was amended to expand the licensed data that the Company would receive for an additional $70,500 per year. In 2018, the agreement with ATTOM was further amended to (i) extend the term for a period of eighteen months, and (ii) reduce the monthly fee to $9,583 per month. In 2020 and 2021, the agreement was amended to extend the term. In September 2021, the agreement was further amended to provide for additional licensed data at a cost of $11,000 per month; this amendment was terminated in 2022. Amendments to the initial ATTOM agreement were approved by our Audit Committee. Mr. Ozonian, a director, sits on the Board of ATTOM.

In fiscal 2022, we paid total compensation of $410,021, which is comprised of base salary, cash incentive compensation and equity awards, to Megan Greuling. For fiscal 2023, Ms. Greuling’s annual salary is $150,000, and she has a target bonus of 30% of her annual salary. She also received 2,500 restricted stock units in March 2023. Ms. Greuling is the spouse of our CEO and is our Vice President, Head of Corporate Communications.

LENDINGTREE 2023 Proxy Statement 7

Our Board of Directors has adopted a written policy setting forth the procedures we undertake while reviewing and approving related person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which our common stock may then be listed.

Under the policy, “related person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest.

Under the policy, all related person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.

LENDINGTREE 2023 Proxy Statement 8

Corporate Governance Practices

LendingTree is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:

Board Practices, Composition, Accountability and Independence

Alignment with Stockholder Interests

• 89% of our director nominees are independent.

• Strong lead independent director with well-defined role.

• Annual election of directors.

• Majority vote for director elections.

• Two of our directors are female.

• Two of our directors self-identify as racially/ethnically diverse.

• Annual Board and committee evaluations.

• One vote per share.

• Not a controlled company.

• Do not require supermajority vote to amend charter or bylaws.

• Executive compensation is focused on pay for performance.

• Stock ownership guidelines for directors and executive officers.

Board of Directors Responsibilities and Structure

ROLES

Our Board of Directors acts as an agent of LendingTree’s stockholders by closely monitoring the performance of LendingTree’s management. The Board of Directors primarily:

Assesses LendingTree’s financial and corporate governance performance to determine whether LendingTree’s policies and practices create value for LendingTree’s stockholders.

Approves significant acquisitions, divestitures and investments and associated financing, employee retention and compensation arrangements.

Oversees the determination of compensation, benefit and related plans, policies and agreements to be submitted to the stockholders for final approval.

The Board’s Role in Strategy

Board Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us. Management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding cybersecurity, marketing, operations, finance and business development as well as the risks associated with each. In addition, our Board of Directors discusses with management our strategies, key challenges, and risks and opportunities and receives a report on Sarbanes-Oxley compliance on at least an annual basis.

While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, risk assessment, risk management, information security, and cyber security. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with board organization, membership and structure, ethics and compliance, succession planning for our directors, and corporate governance.

Our full Board is responsible for overseeing material risks including risks relating to environmental or social matters, with the support of the Nominating and Corporate Governance Committee.

LENDINGTREE 2023 Proxy Statement 9

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee levels (with our Lead Independent Director chairing the Audit Committee and Compensation Committee), with ultimate oversight by the full Board, as led by the Chairman and the Lead Independent Director.

Board Oversight

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Regularly review and discuss significant risks with management, including through strategic discussions and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, and presentations on specific risks.

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Consider regular reports from each committee regarding risk matters under its purview.

Audit Committee

Compensation Committee

Nominating and Governance Committee

Transactions Committee

• Maintains the integrity of our financial statements.

• Assesses the effectiveness of our internal control over financial reporting.

• Monitors the qualifications and independence of our independent registered public accounting firm.

• Oversees the performance of our independent registered public accounting firm.

• Ensures our compliance with legal and regulatory requirements.

• Reviews cyber-security, data protection, and privacy policies.

• Annually reviews and approves the base salaries and incentive opportunities of our executive officers and assures compliance with associated regulatory requirements.

• Periodically reviews and approves our executive officers’ incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and special or supplemental compensation or benefits.

• Reviews and makes recommendations to the Board with respect to the compensation and benefits of directors.

• Monitors the ongoing administration of stockholder-approved plans, policies and agreements.

• Gives an annual Compensation Committee Report.

• Periodically reviews the Company’s management succession planning.

• Identifies, evaluates and recommends candidates for election to our Board of Directors.

• Considers any director candidates recommended by our stockholders.

• Oversees our corporate governance practices and procedures, including reviewing and recommending to the Board for approval any changes related to our corporate governance framework.

• Reviews environmental, social and governance efforts that management has implemented to monitor and address the Company’s impact on environmental and social issues.

• Reviews and assesses, and assists the Board in reviewing and assessing, potential acquisitions, divestitures and investments.

• Conducts periodic reviews of completed transactions.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board of Directors may elect one of its members to be Chairman of the Board and may fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors determines is appropriate. The Chairman of the Board may be, but nee

SEC Form DEF 14A filed by LendingTree Inc.