LEGALZOOM.COM, INC.
For the period ended Jun 3, 2026. Filed Apr 22, 2026.
View on SEC.govAbout this filing
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 3, 2026 · Filed Apr 22, 2026
Contents
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 22, 2026. 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
| DATE AND TIME: Wednesday, June 3, 2026 9:00 a.m., Pacific Time | LOCATION: www.proxydocs.com/LZ | RECORD DATE: Thursday, April 9, 2026 |
| You will need the control number included in your proxy card, voting instruction form or notice | ||
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Matters To Be Voted Upon
The following table summarizes the proposals to be voted upon at the 2026 annual meeting of stockholders (the “Annual Meeting”) and the Board of Directors’ voting recommendations with respect to each proposal.
| Item of Business | BoardRecommendation | PageReference |
|---|---|---|
| Proposal 1: Election of Director | FOR | 4 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 49 |
| Proposal 3: Advisory Vote on Named Executive Officer Compensation | FOR | 51 |
Board of Directors Snapshot
| Name | Age | Director Since | Independent | Other U.S.PublicCompanyBoards | CommitteeMembership(s) |
|---|---|---|---|---|---|
| Nathan Gooden † Chief Financial Officer, Squarespace, Inc. | 51 | 2024 | ✓ | - | Audit Compensation |
| Elizabeth Hamren Chief Executive Officer, AllTrails, Inc. | 54 | 2021 | ✓ | 1 | Audit Compensation |
| John Murphy †# Former Executive Vice President and Chief Financial Officer, Adobe Inc. | 57 | 2021 | ✓ | 2 | Audit (Chair) M&A Nominating |
| Jeffrey Stibel Chief Executive Officer and Chair of the Board LegalZoom.com, Inc. | 52 | 2014 | - | M&A | |
| Neil Tolaney † General Partner, TCV | 43 | 2022 | ✓ | - | Audit M&A (Chair) |
| Sivan Whiteley Former Chief Legal Officer and Corporate Secretary, Block, Inc. | 49 | 2022 | ✓ | - | Compensation (Chair) M&A Nominating (Chair) |
† Audit Committee Financial Expert # Lead Independent Director
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 1 |
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2025 Performance Highlights
| $756M Revenue +11% YoY | $492M Subscription Revenue +13% YoY | $264M Transaction Revenue +7% YoY |
|---|---|---|
| $15M Net Income 2% Margin | $172M1 Adjusted EBITDA 23% Margin1 | ~$80M Cash Returned to Stockholders |
| 1 | Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See Appendix A for a definition of these measures and a reconciliation to the most directly comparable measure computed in accordance with GAAP. |
Stockholder Engagement & Board Responsiveness
The Board and management team value stockholder perspectives and maintain ongoing, proactive engagement with stockholders throughout the year. Our Investor Relations team and executive leadership regularly meet with current and prospective stockholders and research analysts to discuss various topics, including the Company’s strategy and performance. Management also participates in industry conferences andnon-deal roadshows, engaging both in person and virtually.
In addition, following our 2025 annual meeting of stockholders, members of management, together with our Lead Independent Director and the Chair of our Compensation Committee, conducted an extensive stockholder outreach program. We contacted investors representing approximately 47% of our then-outstanding shares, andnon-affiliated holders of approximately 18% of our shares participated in meetings with us. These meetings included focused discussion on the results of the Company’s 2025 say-on-pay vote and broader aspects of our executive compensation program, as well as discussions regarding succession planning, Board governance and oversight and more. Following these engagements, we shared feedback received with our Board and relevant Board committees and, where appropriate, incorporated that feedback into our governance and compensation practices, as described below:
| What We Heard | What We Did in Response | ||
| Investors expressed their views that long-term incentive awards tied solely to stock price appreciation may reward executives for general market movements rather than company-specific performance. | For 2026, we removed stock price appreciation as the singular metric for the PSUs in our long-term incentive plan, in favor of two distinct performance metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period. | ||
| Investors prefer the use of multiple performance measures in both short- and long-term incentive plans to ensure a more balanced and rigorous assessment of executive performance. | The PSU performance criteria in our 2026 long-term incentive plan was updated to remove stock price hurdles and focus on two metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period. | ||
| Investors noted that long-term plans should maintain rigorous performance metrics, over a sustained period of time, to avoid creating a misalignment between executive pay and stockholder outcomes. | The PSUs in our 2026 long-term incentive plan contain a three-year performance period. In addition, our CEO’s long-term incentive mix has been updated to 70% PSUs and 30% RSUs versus 60% PSUs and 40% RSUs in prior years, to further align with stockholder outcomes and increase at-risk, performance-conditioned compensation. | ||
| Investors indicated that one-time (non-sign-on) equity awards should be used sparingly and, when granted, accompanied by clear and fulsome disclosure of their rationale. | No one-time awards were granted to executive officers in 2025 consistent with the Compensation Committee’s commitment to limit one-time awards. The Compensation Committee also reaffirms that it does not intend to make additional off-cycle awards of this nature to the CEO or other executive officers in the near-term absent exceptional circumstances arising. | ||
| Investors expressed interest in our approach to managing opportunities and risks related to AI. | We enhanced disclosure in this Proxy Statement regarding the Board’s oversight of AI, which we are deploying in a responsible manner that supports our strategic priorities. See “Our Corporate Governance – Risk Oversight” for additional information. | ||
| Investors expressed a general preference for annual elections of all directors. | While the Board regularly evaluates our governance framework, we believe a classified structure supports stability and continuity, particularly given our relatively recent transition to a public company. |
| 2 | 2026 PROXY STATEMENT LegalZoom.com, Inc. |
Corporate Governance Highlights
In addition to a highly qualified, independent Board, 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
| + Board-level oversight of CEO and executive succession planning + Regular strategic updates from the CEO | + Board-level oversight of environmental, social, and governance (“ESG”) activities + Audit Committee oversight of enterprise risk management, with semi-annual reporting from the Company’s ERM Committee | + Board-level oversight of cybersecurity and data privacy + Board oversight of artificial intelligence, supported by a cross-functional AI Governance Committee that reports through the ERM framework |
Board Structure & Composition
| + 5 out of 6 directors are independent + Audit, Compensation and Nominating Committees are composed solely of independent directors + Formal overboarding policy; all current directors are within policy limits | + Lead Independent Director with clearly defined responsibilities + Average director tenure of approximately 5 years, with 5 out of 6 directors appointed since 2020 + All directors attended at least 75% of Board and committee meetings in 2025 | + Nominating Committee uses a skills matrix to support Board composition and refreshment + 2 out of 6 directors are female + 1 director identifies as LGBTQ+ + The Compensation Committee and Nominating Committee are chaired by a female director |
Other Corporate Governance Practices
| + Annual Board and committee evaluations + Anti-hedging, anti-pledging, anti-margin and anti-derivatives restrictions for directors and employees + No poison pill | + Annual performance evaluation of each named executive officer, which is tied to compensation decisions + Extensive post-annual meeting stockholder outreach, with feedback reviewed by the Board and relevant committees + Clawback policy | + Director stock ownership guidelines of 5x annual cash Board retainer, with retention requirements if not met after the phase-in period + Meaningful stock ownership by officers + Single class share structure |
| LegalZoom.com, Inc. 2026 PROXY STATEMENT | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.