Steve Boland - Director | Frontdoor (FTDR) Executive Profile & Compensation

About D. Steve Boland

Independent director since 2021; age 56; serves on the Nominating & Corporate Governance Committee. Currently Chief Administrative Officer at Bank of America; prior senior roles in retail banking and consumer lending; B.S. in Organizational Studies, Northwestern University (School of Education and Social Policy). Board determined him independent under Nasdaq rules; he attended 100% of FTDR Board and committee meetings in 2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bank of America Corporation	Chief Administrative Officer	Current	Senior enterprise operations/governance experience
Bank of America Corporation	President, Retail	Jul 2020 – Sep 2021	Consumer banking leadership
Bank of America Corporation	Managing Director, Consumer Lending / Secured Consumer Lending	Jul 2008 – Jul 2020	Product/credit management
Countrywide Financial Corporation	Managing Director / SVP / Reverse Mortgage Executive	Jan 1997 – Jul 2008	Consumer finance operations (acquired by BofA in 2008)
Fleet Bank	Vice President, National Affordable Lending Manager	Prior to 1997	Affordable lending strategy

External Roles

Organization	Role	Tenure	Notes
Bank of America Corporation	Chief Administrative Officer	Current	Large-cap financial institution; enterprise operations and risk
Public company boards	FTDR only	Current	No other public boards in last 5 years

Board Governance

Item	Detail
Committee assignments	Nominating & Corporate Governance Committee (Member)
Committee chair roles	None (N&CG Chair is Brian P. McAndrews; Boland is a member)
Independence status	Independent (Nasdaq standards)
Board attendance	100% of Board and committee meetings in 2024 (Board held 10 meetings)
N&CG engagement	Committee met 4 times in 2024; responsibilities include board composition, self-evaluation, ESG oversight
Lead Independent Director	Role held by Brian P. McAndrews, with defined responsibilities and regular executive sessions of independent directors

Fixed Compensation (Non‑Employee Director Pay – 2024)

Component	Amount	Notes
Cash fees	$90,000	Base retainer component
Stock awards (fully vested common stock)	$160,015	Granted May 14, 2024; Boland elected deferral as DSEs
Total	$250,015	Standard director package
Program structure (reference)	Base $250,000 ($90,000 cash + $160,000 stock); additional chair fees if applicable; timing quarterly/annually	Applies to all non‑employee directors

Performance Compensation

FTDR does not use performance-based equity or options for directors; director equity is granted as fully vested common stock, with optional deferral into DSEs . For pay-for-performance oversight, the Board’s Compensation Committee ties executive incentives to specific metrics:

Metric	Threshold	Target	Maximum	Weight	2024 Result	Achievement Factor
Revenue	$1.780B	$1.843B	$1.907B	35%	$1.843B	100.0%
Adjusted EBITDA	$330M	$359M	$415M	35%	$443M	200.0%
Strategic objectives (brand relaunch/monetization/data architecture)	—	—	—	30%	100.0% of target	100.0% (weighted 30.0%)
Company AIP payout	—	—	—	—	—	135.0% overall

Additional executive LTI alignment: 2024 awards were 50% PSUs (3‑yr cumulative revenue and Adjusted EBITDA) and 50% RSUs .

Other Directorships & Interlocks

Company	Role	Committees	Interlocks/Conflicts
Frontdoor, Inc. (FTDR)	Independent Director	Nominating & Corporate Governance (Member)	None disclosed; Board affirmed independence; related-party transactions overseen by Audit Committee policy

Expertise & Qualifications

Extensive leadership in customer-focused, digitally enabled businesses; deep banking/product/strategic management experience; Northwestern University B.S. in Organizational Studies .
Board skills matrix highlights consumer services, digital/platform services, executive leadership across the Board; FTDR emphasizes diversity of perspectives and experience among directors .

Equity Ownership

Item	Detail
Beneficial ownership (shares)	17,238; less than 1% of outstanding
Composition	Includes 17,238 Deferred Share Equivalents (DSEs) to settle 30 days post‑Board departure
Vested vs unvested	Director stock grants are fully vested at grant; DSEs are fully vested deferred equivalents
Pledged shares	None; company policy prohibits pledging/hedging/margin; none of directors’/officers’ shares pledged as of Mar 1, 2025
Ownership guidelines	Non‑employee directors expected to own 5× annual cash retainer; must retain 100% of acquired shares until in compliance (no fixed deadline)

Governance Assessment

Strengths: Independent status; 100% attendance; service on N&CG with ESG and board self‑assessment oversight; no related party transactions disclosed; stringent anti‑hedging/pledging policy; clear ownership guidelines for directors .
Alignment: Director pay is balanced cash/equity with immediate vesting and optional deferral, supporting skin‑in‑the‑game via DSEs; executive pay overseen with robust performance metrics and clawback policies, signaling board attention to pay‑for‑performance .
Investor sentiment: Prior year Say‑on‑Pay approval exceeded 95%, indicating broad shareholder support for compensation governance .

RED FLAGS

None material disclosed. Potential perception risk from external executive role at Bank of America if FTDR enters significant banking relationships; Board affirmed independence and has a formal related‑party transaction approval process. No related‑party transactions reported for 2024, and director independence was reaffirmed .

Additional signals

Board holds regular executive sessions of independent directors under a defined Lead Director framework, strengthening oversight and board effectiveness .

Notes on Insider Trading and Section 16 Compliance

The proxy reports full Section 16(a) compliance for 2024; specific Form 4 transaction details are not disclosed in the proxy .