Letter from our CEO

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

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

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

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

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

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

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

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

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

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

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

Notice of Annual Meeting of Stockholders

To Our Stockholders:

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

Items of Business

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

Record Date

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

Proxy Voting

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

Table of 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 26, 2023. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

Meeting Logistics

Matters To Be Voted Upon

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

Board of Directors Snapshot

Corporate Governance Highlights

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

		Board Oversight

		Board Structure & Composition

		Other Corporate Governance Practices

Proposal 1:

Election of Directors

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

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

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

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

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

Director Independence

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

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

Board Composition

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

Class II Director Nominee

Continuing Directors

Vote Required

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

Our Corporate Governance

Committees of the Board of Directors

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

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

Director Attendance

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

Board Leadership Structure

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

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

Director Nomination Process

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

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

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

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

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

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

Director Nomination Rights

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

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

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

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

Nasdaq Board Diversity Matrix

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

Risk Oversight

Annual Board & Committee Evaluations

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

Executive Sessions

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

Code of Business Conduct and Ethics

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

Corporate Governance Guidelines

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

Overboarding Policy

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

Anti-Hedging and Pledging Policy

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

Compensation Committee Interlocks and Insider Participation

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

Communications with Directors

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

Environmental, Social and Governance Initiatives

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

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

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

Director Compensation

Eligible Director Compensation Policy

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

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

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

Annual Cash Compensation

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

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

Equity Compensation

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

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

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

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

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

2022 Non-Employee Director Compensation Table

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

Eligible Director Stock Ownership Guidelines

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

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

Executive Officers

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

Nicole Miller
		Nicole Miller has served as our Executive Vice President and General Counsel since June 2020, and as our Secretary since August 2020 and served as our interim Chief People Officer from August 2020 to April 2021. From July 2014 to June 2020, Ms. Miller held various roles at The Honest Company, an American consumer goods company, most recently serving as General Counsel. Prior to The Honest Company, Ms. Miller practiced corporate law at the law offices of Cooley LLP and Gibson Dunn & Crutcher LLP. Ms. Miller was a Senate Fellow in the California State Senate from October 2005 to September 2006. Since December 2021, Ms. Miller has served on the governing board of Defy Ventures, Inc. Ms. Miller holds a B.A. in humanities from Stanford University and a J.D. from the University of Texas School of Law.
Rich Preece
		Rich Preece has served as our Chief Operating Officer since December 2019. From 2002 to December 2019, Mr. Preece held various roles at Intuit Inc., an American business software company that specializes in financial software, most recently serving as Senior Vice President and Head of Customer Success for the Small Business and Self-employed group from August 2019 to December 2019. Prior roles include Senior Vice President and US Country Manager and Vice President and Managing Director, Europe, Middle East, and Africa (EMEA). Mr. Preece holds a B.S. in Marketing from Bournemouth University.
Shrisha Radhakrishna
		Shrisha Radhakrishna has served as our Chief Technology Officer since August 2020 and Chief Product Officer since October 2021. From April 2009 to August 2020, Mr. Radhakrishna held various roles at Intuit Inc., an American business software company that specializes in financial software, most recently serving as Vice President of Product Development from August 2016 to August 2020. Prior to Intuit Inc., Mr. Radhakrishna served as Director of Engineering at BooRah, Inc. Mr. Radhakrishna holds a B.Eng. degree in Information Science from Bangalore University and an M.B.A. from the Kellogg School of Management at Northwestern University.
Noel Watson
		Noel Watson has served as our Chief Financial Officer since November 2020. From June 2019 to November 2020, Mr. Watson served as Chief Financial Officer at TrueCar, Inc., an automotive pricing and information website for new and used car buyers. From April 2006 to June 2019, Mr. Watson served in various roles at TripAdvisor, Inc., an American company which operates as an online travel company, including as Vice President - Finance and Chief Accounting Officer. Mr. Watson has served on the board of directors of Affirm Holdings, Inc. since September 2022. He previously served on the board of directors of Zynga Inc. from July 2020 to May 2022. Mr. Watson holds a B.S. in accounting from Bryant University.

Compensation Discussion & Analysis

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

Named Executive Officers

Our named executive officers for 2022 were:

Executive Compensation Philosophy and Objectives

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

Role of the Compensation Committee

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

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

Role of the Compensation Consultant

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

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

Peer Group

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

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

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

Role of Stockholder Say-on-Pay Votes

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

Material Elements of Compensation

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

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

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

Annual Base Salary

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

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

Annual Bonus Plan

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

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

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

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

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

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

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

Equity Based Incentive Awards

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

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

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

Annual 2022 Equity Grants

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

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

Mid-Year 2022 Equity Grants (Excluding CEO)

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

Employee Benefits and Perquisites

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

Health and Welfare and Retirement Benefits

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

401(k) Plan

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

Pension Benefits and Nonqualified Deferred Compensation

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

Compensation Policies and Practices as They Relate to Risk Management

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

Clawback Policy

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

Compensation Committee Report

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

Compensation Committee

Christine Wang, Chair

Dipan Patel

Elizabeth Hamren

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

Executive Compensation Tables

Summary Compensation Table

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

2021 Equity Award Modifications

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

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

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

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

Grants of Plan-Based Awards in 2022

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

Outstanding Equity Awards as of December 31, 2022

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