William Cobb
FrontdoorAbout William Cobb
William C. Cobb (age 68) is Chief Executive Officer and Chairman of the Board of Frontdoor, Inc. (FTDR); he became CEO on June 1, 2022 and has served as a director since October 2018 . He previously led H&R Block as President & CEO (2011–2017), held senior leadership roles at eBay (2000–2008), and earlier marketing leadership roles at PepsiCo/Tricon (1987–2000); he holds a B.A. in Economics from the University of Pennsylvania and an MBA from Northwestern’s Kellogg School of Management . Under Cobb’s leadership, 2024 results included revenue +4% to $1.84B, Adjusted EBITDA +28% to $443M, net income +37% to $235M, and EPS +42% to $3.01; FTDR also acquired 2-10 HBW, relaunched American Home Shield, and completed a new $1.47B credit facility .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| H&R Block, Inc. | President & CEO; Director | 2011–2017 (CEO), 2010–2017 (Director) | Led a large consumer services provider; public-company CEO experience |
| eBay, Inc. | President, eBay Marketplaces North America; SVP/GM eBay International; SVP Global Marketing | 2000–2008 | Deep technology and online-focused operating experience |
| PepsiCo/Tricon | Senior VP & CMO roles (Tricon International; Pizza Hut); VP, Colas at Pepsi Cola | 1987–2000 | Large-scale consumer marketing leadership |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Deluxe Corporation | Director | Current (not standing for re-election at Deluxe’s 2025 AGM) | Audit & Finance; Nominating & Governance |
| Terminix | Director | 2018 (pre spin-off) | Former directorship |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | 481,250 | 825,000 | 825,000 | 2025 increase of $35,000 effective April 2025 |
| All other compensation ($) | 73,250 | 11,550 | 12,075 (primarily company 401(k) contribution) | |
| Director fees as employee | — | — | — | Employee directors receive no director compensation |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement Factor | Weighted Factor |
|---|---|---|---|---|---|---|---|
| Revenue | 35% | $1.780B | $1.843B | $1.907B | $1.843B | 100.0% | 35.0% |
| Adjusted EBITDA | 35% | $330M | $359M | $415M | $443M | 200.0% | 70.0% |
| Strategic objectives | 30% | — | 100% | — | 100% | 100.0% | 30.0% |
| AIP payout result | 135.0% overall |
- Cobb’s AIP target was 125% of eligible earnings; his 2024 AIP payout was $1,392,188 .
Long-Term Incentives (LTI)
2024 annual grants (awarded March 25, 2024):
| Instrument | Grant date | Target grant value ($) | Shares granted | Vesting/Performance |
|---|---|---|---|---|
| PSUs | 3/25/2024 | 3,100,000 | 97,027 | 3-year performance (1/1/2024–12/31/2026): 50% 3-year aggregate revenue, 50% 3-year aggregate Adjusted EBITDA; 0–200% payout; vests 3/25/2027 subject to service |
| RSUs | 3/25/2024 | 3,100,000 | 97,027 | Time-vest 1/3 annually on each anniversary of grant over 3 years |
Prior performance awards and certifications:
- 2022 PSUs: 35,368 target PSUs granted; certified at 57.4% of target based on 2024 aggregate revenue; 20,301 shares vest/deliver on June 1, 2025 .
- 2022 PSOs: Exercise price $24.72; three tranches vested upon VWAP goals and service condition: $35 (49,226), $40 (50,505), $45 (42,505); total 152,236 PSOs vested (performance dates in 2023–2024) .
- 2023 PSOs: Exercise price $26.42; three tranches vested upon VWAP goals and service condition: $32.23 (55,709), $35.14 (86,101), $38.31 (122,646); total 264,456 PSOs vested .
- Option exercises during 2024: None for Cobb (— in “Option Exercises” table) .
Multi‑Year Summary Compensation (Total, stock/option, bonus)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 481,250 | 2,500,012 | 1,742,945 | 367,290 | 73,250 | 5,164,747 |
| 2023 | 825,000 | 2,750,005 | 2,750,002 | 1,554,300 | 11,550 | 7,890,857 |
| 2024 | 825,000 | 6,200,026 | — | 1,392,188 | 12,075 | 8,429,289 |
Notes: 2024 stock awards comprised RSUs and PSUs at target; PSUs pay 0–200% based on 3‑year goals .
Equity Ownership & Alignment
- Beneficial ownership: 542,683 shares beneficially owned as of March 1, 2025; less than 1% of outstanding shares . Of these, 457,648 shares are issuable within 60 days via options/RSUs/PSUs .
- Outstanding and unvested equity at 12/31/2024:
- Options/PSOs exercisable: 264,456 (3/27/2023 grant, $26.42, exp. 3/27/2033) and 152,236 (6/1/2022 grant, $24.74, exp. 6/1/2032) .
- RSUs unvested: 97,027 (2024 grant), 69,392 (2023 grant), 11,789 (2022 grant) .
- PSUs: 12,128 shown at threshold for 2024 grant; 20,301 from 2022 PSUs certified for June 1, 2025 delivery .
- Deferred stock units (as former non‑employee Chair): 30,? Total DSEs from prior director service with market value $1,682,305 at 12/31/2024; scheduled to be issued 30 days after he no longer serves on the Board .
- Ownership policy: CEO guideline = 6x base salary; executives and directors must retain 100% of shares acquired until compliant; short sales, hedging, trading on margin, and pledging are prohibited .
- Pledging: None of the shares held by directors and executive officers are pledged as of March 1, 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated May 19, 2022; initial 4‑year term with annual auto‑renewals; commenced June 1, 2022 |
| Compensation basis | Initial base salary $825,000; AIP target not less than 120% of base; eligible for annual equity awards; standard benefits |
| Covenants | Confidentiality (indefinite), non‑compete, non‑solicitation, non‑disparagement (during employment and 1 year post‑termination) |
| Clawbacks | Mandatory SEC Rule 10D‑1 clawback for incentive comp after Oct 2, 2023 if restated; additional discretionary misconduct-based clawback (3‑year lookback) |
Severance and Change‑in‑Control Economics (as of 12/31/2024)
| Scenario | Severance payments ($) | Prorated bonus ($) | COBRA ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / for good reason | 1,856,250 | 1,392,188 | 20,292 | — | 3,268,730 |
| Death or disability | — | 1,392,188 | — | 14,597,667 | 15,989,855 |
| Change in control (no termination; no alternative award) | — | — | — | 7,238,035 | 7,238,035 |
| Termination in connection with change in control | 2,681,250 (2x base + target bonus) | 1,392,188 | 20,292 | 16,980,666 | 21,074,396 |
Notes:
- Under FTDR’s Executive Severance Policy, a CIC termination provides 2x base salary + 2x target bonus, 18 months COBRA, plus equity treatment per plan (alternative award provisions apply) .
- For non‑CIC qualifying terminations, severance equals 1x base salary + 1x target bonus, COBRA up to 12 months, and prorated current-year bonus based on actual performance if termination occurs after June 30 .
Board Governance (dual‑role implications)
- Cobb serves in a combined CEO + Chairman role and sits on no board committees; an independent Lead Director (Brian P. McAndrews) is in place with defined authorities (agenda setting, presiding over executive sessions, shareholder liaison) .
- All three standing committees (Audit, Compensation, Nominating & Governance) are fully independent; the Board is majority independent and conducts regular independent executive sessions .
Performance & Track Record
- 2024 operating performance highlights: revenue $1.84B (+4% y/y), Adjusted EBITDA $443M (+28% y/y), net income $235M (+37% y/y), EPS $3.01 (+42% y/y) .
- Strategic execution: acquisition of 2‑10 HBW; relaunch of American Home Shield and new AHS app; completed $1.47B credit facility .
- Market-based awards: 2022 and 2023 PSO tranches fully vested following sustained stock price appreciation, indicating price momentum during Cobb’s tenure .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support exceeded 95% at the 2024 annual meeting, and the 2024 program was maintained with 50% PSUs tied to 3‑year revenue and 3‑year Adjusted EBITDA .
Compensation Structure Analysis
- Pay mix emphasizes variable compensation: AIP plus LTI (50% PSUs with 3‑year revenue/Adjusted EBITDA goals; 50% RSUs for retention/ownership) .
- No backdating or repricing of options; no tax gross‑ups (except relocation); hedging and pledging prohibited .
- Clawback framework in line with Nasdaq Rule 10D‑1 plus a broader misconduct clawback .
Equity Ownership & Alignment (skin‑in‑the‑game)
| Item | Detail |
|---|---|
| Beneficial ownership | 542,683 shares; less than 1% of outstanding |
| Within-60‑day issuables | 457,648 shares via options/RSUs/PSUs |
| Options exercisable | 152,236 (2022 PSOs, $24.74, exp. 6/1/2032); 264,456 (2023 PSOs, $26.42, exp. 3/27/2033) |
| Unvested RSUs | 97,027 (2024); 69,392 (2023); 11,789 (2022) |
| 2022 PSUs | 20,301 shares to deliver June 1, 2025 (57.4% earned) |
| DSEs (prior director service) | Aggregate market value $1,682,305 at 12/31/2024; issued 30 days post‑Board service |
| Ownership policy | CEO 6x salary; 100% hold until compliant; no hedging/pledging/margin |
| Pledging status | None of directors’/officers’ shares pledged as of 3/1/2025 |
Director Service Details (for governance quality)
- FTDR Board service: Director since 2018; Chairman since 2022; not a member of Board committees .
- Governance mitigants: Independent Lead Director; fully independent committees; regular executive sessions .
Investment Implications
- Pay-for-performance alignment: 50% of LTI in PSUs tied to multi‑year revenue and Adjusted EBITDA, and 2024 AIP paid at 135% based on strong results—this aligns realized pay with shareholder outcomes while maintaining retention via RSUs .
- Potential selling pressure/overhang: 2022 and 2023 PSOs are fully vested and in‑the‑money; although Cobb reported no option exercises in 2024, the exercisable overhang warrants monitoring of Form 4 filings for liquidity events .
- Retention and termination economics: Significant unvested equity (PSUs/RSUs) and robust CIC severance ($21.1M total scenario) reduce near‑term departure risk but increase potential CIC transaction costs/dilution considerations .
- Governance considerations: Combined CEO/Chair role is mitigated by an empowered Lead Director and fully independent committees; Say‑on‑Pay support >95% suggests strong investor acceptance of the compensation program .