LendingTree, Inc.
For the period ended Jun 17, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2026 · Filed Apr 27, 2026
Contents
Pay-Versus-Performance Table
Pay Versus Performance
As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”
| Year(1) · Summary Compensation Table Total for PEO (Lebda) · Compensation Actually Paid to PEO (Lebda) (2) · Summary Compensation Table Total for PEO (Peyree) · Compensation Actually Paid to PEO (Peyree) (2) · Average Summary Compensation Table Total for Non-PEO NEOs · Average Compensation Actually Paid to Non-PEO NEOs (2) · Value of Initial Fixed $100 Investment Based on: · Net Income ($Millions) · CSM: Adjusted EBITDA ($Millions) (4) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return (3) | ||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
| 2025 | $6,570,357 | $7,475,419 | $4,888,692 | $6,146,544 | $1,495,603 | $1,778,922 | $19.39 | $138.27 | $151 | $133 |
| 2024 | $4,711,525 | $5,262,248 | $1,657,745 | $1,622,464 | $12.77 | $158.48 | ($42) | $104 | ||
| 2023 | $1,230,808 | $1,515,920 | $1,157,554 | $1,210,715 | $9.99 | $118.93 | ($122) | $78 | ||
| 2022 | $986,490 | ($19,820,499) | $2,669,569 | ($122,097) | $7.03 | $81.50 | ($188) | $84 | ||
| 2021 | $1,369,813 | ($148,452,518) | $2,444,037 | $191,542 | $40.40 | $134.41 | $69 | $135 | ||
| (1) | Our PEO for each year reported is Douglas Lebda, our former Chief Executive Officer, except for 2025 which also includes Scott Peyree, our Chief Executive Officer. The individuals comprising the Non-PEO NEOs for each reported year are listed below. |
| 2021 | 2022 | 2023 | 2024 | 2025 |
| Trent Ziegler J.D. Moriarty Jill Olmstead Scott Peyree Neil Salvage | Trent Ziegler J.D. Moriarty Scott Peyree Scott Totman | Trent Ziegler Scott Peyree Scott Totman Jill Olmstead J.D. Moriarty | Jason Bengel Scott Peyree Scott Totman Jill Olmstead Trent Ziegler | Jason Bengel Jill Olmstead Heather Enlow-Novitsky Scott Totman |
| (2) | “Compensation Actually Paid” (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
| PEO(i)(ii) | ||||||
|---|---|---|---|---|---|---|
| Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 (Lebda) | 2025 (Peyree) |
| SCT Total Compensation | $1,369,813 | $986,490 | $1,230,808 | $4,711,525 | $6,570,357 | $4,888,692 |
| - Stock and Option Award Values Reported in SCT for the Covered Year | $(609,893) | $0 | $0 | $(3,011,650) | $(4,920,062) | $(3,848,975) |
| + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $226,810 | $114,755 | $0 | $2,402,706 | $0 | $4,470,358 |
| + Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | $(144,913,228) | $(3,222,417) | $141,967 | $234,109 | $0 | $349,422 |
| + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $0 | $779,925 | $4,468,972 | $0 |
| + Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year | $(4,526,020) | $(15,867,193) | $143,145 | $145,633 | $1,356,153 | $287,047 |
| - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $(1,832,134) | $0 | $0 | $0 | $0 |
| Compensation Actually Paid | $(148,452,518) | $(19,820,499) | $1,515,920 | $5,262,248 | $7,475,419 | $6,146,544 |
LENDINGTREE 2026 Proxy Statement 50
| Average Non-PEO NEO(i)(ii) | |||||
|---|---|---|---|---|---|
| Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 |
| SCT Total Compensation | $2,444,037 | $2,669,569 | $1,157,554 | $1,657,745 | $1,495,603 |
| - Stock and Option Award Values Reported in SCT for the Covered Year | $(1,678,067) | $(2,244,210) | $(590,700) | $(1,060,241) | $(905,538) |
| + Fair Value of Outstanding Unvested Stock and Option Awards Granted in Covered Year | $958,366 | $283,037 | $409,320 | $731,622 | $1,075,073 |
| + Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | $(789,088) | $(652,021) | $92,326 | $93,850 | $153,047 |
| + Fair Value of Stock and Option Awards Granted in Covered Year that Vested | $0 | $0 | $53,680 | $83,192 | $0 |
| + Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year | $(743,706) | $(178,472) | $109,885 | $167,926 | $17,263 |
| - Fair Value of Stock and Option Awards Forfeited during the Covered Year | $0 | $0 | $(21,350) | $(51,630) | $(56,527) |
| Compensation Actually Paid | $191,542 | $(122,097) | $1,210,715 | $1,622,464 | $1,778,922 |
| i. | The fair value of performance share units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. |
| ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |
| (3) | The peer group index is comprised of the Research Development Group (“RDG”) Internet Index, which is the industry line peer group reported in our 2025 Form 10-K. |
| (4) | The Company Selected Measure (CSM) is Adjusted EBITDA. |
Most Important Metrics Used for Linking Pay and Performance:
The most important metrics the Compensation Committee used to link executive compensation to performance in 2025 are listed below. These measures, along with others, impact compensation outcomes for the NEOs.
Most Important Performance Measures
Stock Price Adjusted EBITDA Revenue
Compensation decisions are made each year taking into account a number of other factors, in addition to the metrics detailed above. Target pay levels are set based on individual performance, scope of responsibility, and an annual assessment of pay competitiveness within the market.
LENDINGTREE 2026 Proxy Statement 51
Relationship between CAP and TSR
The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP, the Company’s cumulative indexed TSR and RDG Internet Composite Index:
LENDINGTREE 2026 Proxy Statement 52
Relationship between CAP and Net Income (GAAP)
The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s GAAP Net Income for each applicable reporting year. While we are required by SEC rules to disclose the relationship between our net income and compensation “actually paid” to our NEOs, this is not a metric our Compensation Committee currently uses in evaluating our NEOs’ compensation.
Relationship between CAP and EBITDA
The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s EBITDA for each applicable reporting year.
LENDINGTREE 2026 Proxy Statement 53
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.