UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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LENDINGTREE, INC.

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Notice of 2024 Annual
Meeting of Stockholders

AGENDA ITEM	BOARD RECOMMENDATION		FOR MORE INFORMATION	Annual Meeting of Stockholders
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 18	June 12, 2024 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2024
2. Advisory vote to approve LendingTree’s executive compensation (say on pay)		FOR	Page 28
3. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm		FOR	Page 60

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

				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 12, 2024 (the “Meeting”): Both the proxy statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available electronically at: www.proxyvote.com
	At the Virtual meeting		Mail
Attend the Annual Meeting at www.virtualshareholdersmeeting.com/TREE2024 (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

2024 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/TREE2024. 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 12, 2024. 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 15, 2024, 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 April 26, 2024. This Notice informs those stockholders how to access our Proxy Statement and our 2023 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 2025 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 2024 Annual Meeting of Stockholders to be held on June 12, 2024: Copies of the Proxy Statement and of our annual report for the fiscal year ended December 31, 2023 are available by visiting the following website: www.proxyvote.com.

Heather Enlow-Novitsky

Corporate Secretary

A Letter to Our Stockholders

April 26, 2024

Dear Fellow LendingTree Stockholders:

Introduction

Our business has been tested since the onset of the COVID-19 pandemic. We took numerous actions to simplify our business in 2023 that directly improved profitability. We exited businesses that no longer fit with our strategy, reduced complexity as well as headcount, and strategically invested in our core marketplace, infrastructure and consumer experience.

2023 in Review

All three of our reportable segments have operated through historic disruption following rapid increases in interest rates and the pace of inflation. Our business model has proven durable to these challenges as we generated $78.5 million of Adjusted EBITDA and $55 million of free cash flow for the year.

During 2023, the challenging interest rate environment and persistent inflationary pressures continued to present challenges for many of our mortgage lending and insurance partners. In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6% The continued high mortgage rates combined with home affordability issues continued to pressure mortgage refinance volumes as well as purchase activity. Our Home segment experienced a 50% decline in revenue from 2022, primarily due to a decrease in our revenue from our mortgage products.

In our insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. Revenue from our Insurance segment decreased 17%, primarily due to a decrease in the revenue earned per customer, partially offset by an increase in the number of consumers completing request forms. In the last months of 2023, we began to see advertising budgets from our carrier partners increase and we are optimistic about the prospect for continued increases in 2024.

Our Consumer segment saw revenue decrease 30% from 2022, primarily due to decreases in our personal loans, credit cards, small business loan products and other credit products. Our lending partners broadly tightened credit requirements for borrowers throughout the year, pressuring the supply of loans available to many of our customers.

We believe the work we are doing to improve the logged-in experience for consumers in the Spring app (previously known as MyLendingTree) will benefit the Consumer segment initially, and we look forward to providing updates on the progress we are making this year.

Community Outreach

In 2023, the LendingTree Foundation (“Foundation”) wrapped up the inaugural LendaHand Alliance Cohort. The Foundation gave 10 emerging nonprofits $1.25 million in unrestricted funding in addition to consultative services in leadership and board development. By embracing relational philanthropy, we learned that we could move the needle by treating our nonprofit partners as businesses and teaching them capacity building skills to grow their impact.

Our employees continued to be change makers in the communities where they live and work. The Foundation donated over $15,000 through its Dollars-for-Doers volunteer program and matched over $39,000 in LendingTree employee donations.

In 2021, The Foundation made a significant $2.5 million commitment to affordable housing in the Charlotte market by investing in the Housing Impact Fund. One of the first apartment complexes purchased through the Impact Fund was Lake Mist Apartments (“Lake Mist”). In 2023, LendingTree Philanthropy and the Foundation continued to deeply support the families at Lake Mist by providing three community-wide events which included school supplies distribution, essential needs distribution and funding for summer camps in STEM for the local children.

Our 2024 Plans

LendingTree continues to prove durable to adverse economic conditions. We ended 2023 with another quarter of solid results despite ongoing pressure from higher interest rates and persistent inflation. We have taken action to simplify our company, reduce operating costs, improve our technology and data infrastructure, and fortify our balance sheet. The business is well positioned to benefit from an improved economic environment going forward.

The recovery that began in our Insurance segment during Q4 2023 has continued into the new year. As a Company, we are excited to be returning to growth. Our lending businesses, including both Home and Consumer, have reached a level of stability over the last several months from a credit tightening perspective that we have not seen in over a year. With the changes we have undertaken to make our Company more efficient and agile, we now have a solid foundation to begin leaning into sequential growth opportunities in multiple lending categories.

Our financial strength continues to improve. In the fourth quarter of 2023, we repurchased $100 million of our 2025 convertible notes at a discount and we remain committed to addressing the remainder of this maturity in the most efficient manner possible for our shareholders.

Concluding Remarks

Looking forward into 2024 we are energized by a return to growth. We plan to capitalize on our leading positions across the mortgage, consumer and insurance marketplaces as we execute on numerous priorities to make our team more efficient and our consumer experience a better one. We will maintain the expense discipline we have fortified throughout the difficult post-COVID operating environment, and we will seek to continue building on the strength of our balance sheet.

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
2023 Performance Highlights	3
Board Highlights	3
Executive Compensation Highlights	6
Stockholder Engagement	7
Certain Relationships and Related Transactions	8
Related Person Transaction Policy	9
Corporate Governance	10
Corporate Governance Practices	10
Board of Directors Responsibilities and Structure	10
Director Independence	12
Qualifications of Directors	12
Stockholder Recommendations of Director Candidates	13
Board Evaluation Process	13
Board Committees and Charters	13
Compensation Committee Interlocks and Insider Participation	14
Stockholder Engagement Process	14
Corporate Social Responsibility	16
Proposal No. 1: Election of Directors	18
Our Board Nominees	18
Director Compensation	25
Overview of Our Compensation Program for Non-Employee Directors	25
Director Stock Ownership Guideline	25
Director Compensation Table	26
Outstanding Equity Awards for Directors at Fiscal Year-End 2023	27
Proposal No. 2: Advisory Vote to Approve Executive Compensation	28
Compensation Committee Report	29
Compensation Discussion and Analysis	29
Executive Compensation Tables	44
Fiscal 2023 Summary Compensation Table	44
Grants of Plan-Based Awards During Fiscal 2023	47
Outstanding Equity Awards at Fiscal 2023 Year-End	48
Option Exercises and Stock Vested During Fiscal 2023	49
Pension Benefits	50
Non-Qualified Deferred Compensation	51
Potential Payments Upon Termination of Employment or Change in Control	52
CEO Pay Ratio	55
Pay-Versus-Performance Table	56
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm	60
Audit Committee Report	62
Stock Ownership Information	63
Security Ownership Table	63
Information About the Meeting, Voting and Proxies	65
Appendix A – Information Regarding Non-GAAP Financial Measures	A-1

LENDINGTREE 2024 Proxy Statement 1

Proxy Summary

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 April 26, 2024.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time

June 12, 2024 at 11:00 a.m. Eastern Time

Place

www.virtualshareholdermeeting.com/TREE2024

Record Date

April 15, 2024

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 18
2. Advisory vote on LendingTree’s executive compensation		FOR	Page 28
3. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm		FOR	Page 60

LENDINGTREE 2024 Proxy Statement 2

2023 Performance Highlights

During 2023, the challenging interest rate environment and persistent inflationary pressures continued to present challenges for many of our mortgage lending and insurance partners. In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6%. The continued high mortgage rates combined with home affordability issues continued to pressure mortgage refinance volumes as well as purchase activity. Our Home segment experienced a 50% decline in revenue from 2022, primarily due to a decrease in our revenue from our mortgage products.

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:

LENDINGTREE 2024 Proxy Statement 3

BOARD DIVERSITY MATRIX

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

Board Diversity Matrix (as of April 26, 2024)
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 2024 Proxy Statement 4

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	52	2017	CEO of Guitar Center Holdings, Inc.	0	●				●
Thomas M. Davidson, Jr.	52	2017	Executive Vice President of Blackbaud and President of EverFi	0	●			c	●
Mark Ernst	65	2022	Managing Partner of Bellevue Capital LLC,	0	●		●
Robin Henderson	54	2014	Senior Director, Private Capital Group, of RXR Realty	0	●	●		●
Douglas Lebda (Chairman of the Board of Directors)	54	2008	Chairman of the Board of Directors and Chief Executive Officer of LendingTree, Inc.	0					c
Steven Ozonian (Lead Independent Director)	68	2011	CEO of the Williston Financial Group	1	●	c	c
Diego Rodriguez	54	2022	Technology Leader and Former Chief Product Officer, Intuit	0	●				●
Saras Sarasvathy	64	2015	Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business	0	●			●
G. Kennedy Thompson	73	2017	Former Partner of Aquiline Capital Partners	2	●	●	●		●
			Number of meetings in fiscal 2023			4	4	3	5

(1)	“C” indicates a committee chair.

LENDINGTREE 2024 Proxy Statement 5

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 a clawback policy in accordance with Dodd-Frank clawback rules.	×	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 did not increase in fiscal 2024 based on the terms of his employment agreement, which was extended until December 31, 2024.

Our CEO was paid 50% of his target annual bonus for 2023, consistent with other named executive officers, due to Company performance (cash bonus for 2023 performance paid out in 2024).

•	The CEO was not granted any equity in 2023, consistent with the terms of the December 2020 CEO Grants and the 2020 CEO Employment Agreement:

•

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, 2022, or 2023 because the December 2020 awards were viewed by the Company as compensation for fiscal 2021–2023.

•

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), while the remaining 70% was contingent on aggressive TSR goals that have not been achieved to date and have resulted in no earnout of the CEO’s December 2020 performance awards.

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

•

During fiscal 2021, we added 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.

LENDINGTREE 2024 Proxy Statement 6

•

During fiscal 2023, we added a clawback policy which, effective October 25, 2023, requires the Company to recover compensation received on or after October 2, 2023 erroneously awarded to any current or former Covered Executive (as defined in the Clawback Policy) in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Covered Accounting Restatement”). The Clawback Policy requires the Company to recover the incremental portion of the incentive-based compensation received by such officer during the three (3) completed fiscal years (together with any interim stub fiscal year period(s) of less than nine (9) months resulting from Company’s transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as determined pursuant to the immediately following sentence) to be required to prepare a Covered Accounting Restatement in excess of the amount that would have been paid or payable based on the restated financial results (without regard to any taxes paid), other than in limited circumstances in which an exception to such recovery applies. For more information on our Clawback Policy, refer to the “Our Compensation Policies and Practices” section on page 41.

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 GC@lendingtree.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 14 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, 2023.

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 2024 Proxy Statement 7

Certain Relationships and Related Transactions

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. The total spend with EverFi for fiscal 2023 was $30,000. Amendments to the initial EverFi, Inc. agreement were also 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. The total spend with ATTOM for fiscal 2023 was $82,541. Amendments to the initial ATTOM agreement were approved by our Audit Committee. Mr. Ozonian, a director, sits on the Board of ATTOM.

In fiscal 2023, we paid total compensation of $267,956, which is comprised of base salary, 401K contributions, cash incentive compensation and equity awards, to Megan Greuling. Ms. Greuling is the spouse of our CEO and is our Head of Corporate Communications.

LENDINGTREE 2024 Proxy Statement 8

Related Persons Transactions Policy

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 2024 Proxy Statement 9

Corporate Governance

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 super majority 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.

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.

LENDINGTREE 2024 Proxy Statement 10

Board Oversight

	•	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.

	•	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 need not be, employed by the Company. The Chairman of the Board presides at and leads all meetings of the Board of Directors.

Mr. Lebda serves as our CEO and Chairman of our Board of Directors. Mr. Lebda is the founder of the Company and has served as our CEO and Chairman of our Board of Directors since our August 2008 spin-off from IAC/InterActiveCorp. Our Board of Directors believes that it is important to have a unified leadership vision which Mr. Lebda is uniquely positioned to provide. Our Board of Directors also believes that the Company is best served by a Chairman, like Mr. Lebda, who is actively involved with the Company and is therefore able to bring great depth of knowledge about the Company to the role.

In November 2016, the independent members of our Board of Directors designated Steven Ozonian to serve as Lead Independent Director. The Board of Directors determined that the Company would be well served by appointing a Lead Independent Director who is a non-employee and is independent (as such term is defined by the applicable rules of the Securities and Exchange Commission and Nasdaq Listing Rules). The Lead Independent Director serves as a liaison between the Chairman of the Board and the other directors and fosters free and open communication between the Board of Directors and management of the Company. The Lead Independent Director also assists the Chairman in reviewing and setting agendas for the Board of Directors meetings and in overseeing the effectiveness of the Board of Directors meetings.

LENDINGTREE 2024 Proxy Statement 11

Role of Chairman of the Board		Role of Lead Independent Director

Mr. Lebda’s responsibilities as Chairman of the Board include:		Mr. Ozonian’s responsibilities and authority as Lead Independent Director include:

• Setting the agenda for Board of Directors meetings in consultation with the Lead Independent Director. • Serving as liaison between the Board and senior management. • Overseeing the annual board evaluation in consultation with the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee.

SEC Form DEF 14A filed by LendingTree Inc.