Charles Thomas
LEGALZOOM.COMAbout Charles Thomas
Charles Thomas is LegalZoom’s Chief Accounting Officer, appointed effective February 3, 2025; he serves as the company’s principal accounting officer and is 40 years old . He previously held accounting leadership roles at Veritone (SVP, CAO since July 2024; Deputy CAO 2021–2024), TrueCar (including VP, Controller 2017–2021), and PricewaterhouseCoopers (Audit Manager), and holds a B.A. in Economics from Tufts University and both an M.S.A. and M.B.A. from Northeastern University’s D’Amore-McKim School of Business . LegalZoom’s compensation framework emphasizes pay-for-performance, with executive incentives linked to revenue and Adjusted EBITDA in annual bonus plans and stock price/TSR in PSUs, and governance policies include a clawback and strict anti-hedging/anti-pledging rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LegalZoom.com, Inc. | Chief Accounting Officer | Feb 2025–Present | Principal accounting officer |
| Veritone, Inc. | SVP, Chief Accounting Officer | Jul 2024–Jan 2025 | Not disclosed |
| Veritone, Inc. | SVP, Deputy Chief Accounting Officer | Jul 2021–Jul 2024 | Not disclosed |
| TrueCar, Inc. | Various accounting roles incl. VP, Controller | Apr 2014–Jul 2021 (VP Controller Jun 2017–Jul 2021) | Not disclosed |
| PricewaterhouseCoopers LLP | Audit Manager | Pre-2014 (dates not specified) | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in LZ filings for Thomas |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $340,000 | Annual rate |
| Target Bonus | Up to 30% of base | Subject to Company and individual performance; at Company’s discretion |
| Actual Bonus Paid | Not disclosed | Newly appointed in 2025; no bonus disclosed yet |
Performance Compensation
| Incentive Type | Grant Date | Grant Value | Vesting | Performance Metric Linkage |
|---|---|---|---|---|
| RSUs (Initial) | Around Mar 2025 | $1,300,000 | 25% on first anniversary of grant; remaining 75% vests in equal quarterly installments over the next three years, contingent on continued employment | RSUs value tied to stock price; no explicit PSU grant for Thomas disclosed in 8-K |
Company-level annual bonus plan metrics (context for pay-for-performance; reflects typical measures used by LZ, not Thomas-specific for 2025): | Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | FY24 Actual | Payout | Weighted Bonus Funding | |---|---:|---:|---:|---:|---:|---:|---:| | Total Revenue | 50% | $662.1M | $719.7M | $777.3M | $681.9M | 73.5% | 36.8% | | Adjusted EBITDA | 50% | $124.5M | $146.4M | $168.4M | $148.1M | 102.4% | 51.2% | | Resulting Bonus Funding (pre “North Star” adjustment) | — | — | — | — | — | — | 88.0% |
Equity Ownership & Alignment
- Initial Statement of Beneficial Ownership: Form 3 filed Feb 4, 2025 indicates “No securities are beneficially owned.”
- Role confirmation/signatures: Thomas signed LZ’s 2024 Form 10-K and the Feb 26, 2025 S-8 as Principal Accounting Officer .
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, publicly traded options/derivatives, hedging transactions; prohibits holding Company securities in margin accounts or pledging as collateral for loans (applies to directors and officers) .
- Stock ownership guidelines: Robust guidelines disclosed for non-employee directors (5x annual retainer); the proxy references “meaningful stock ownership by directors and officers,” but does not specify an officer multiple—no officer guideline specifics disclosed .
| Ownership Metric | Value | Date/Note |
|---|---|---|
| Beneficial ownership (common shares) | 0 | Form 3 as of 02/04/2025 |
| Vested vs. unvested breakdown | Not disclosed | RSUs expected; grant/value disclosed but not share count |
| Options (exercisable/unexercisable) | Not disclosed | No options disclosed for Thomas; company removed options as LTI for NEOs in 2024 |
| Pledged shares | Prohibited by policy | Insider Trading Policy bans pledging/margin accounts |
Employment Terms
| Term | Disclosure |
|---|---|
| Start Date | Effective February 3, 2025 |
| Position | Chief Accounting Officer; Principal Accounting Officer |
| Equity Plan Eligibility | Eligible to participate in the 2021 Equity Incentive Plan; initial RSU award planned around March 2025 |
| Indemnification | Will enter into Company’s standard indemnification agreement (previously filed) |
| Severance (salary/bonus multiples) | Not disclosed for Thomas; proxy details severance for named executive officers, but Thomas not listed as NEO |
| Change-in-Control terms | Not disclosed for Thomas; Company-wide CIC mechanics for PSUs detailed for NEOs |
| Clawback Policy | Adopted per Dodd-Frank; applies to current/former covered officers regardless of misconduct if restatement occurs |
| Non-compete / Non-solicit / Garden Leave | Not disclosed for Thomas |
| Related Party Transactions | None—no direct or indirect material interest per Item 404(a) |
Compensation Committee Analysis
- Committee and consultant: Compensation Committee (Chair: Sivan Whiteley; members: Nathan Gooden, Elizabeth Hamren) oversees executive pay; Exequity LLP served as independent compensation consultant in 2024 (peer group, incentive design) with no conflicts .
- Peer group: 2024 peer set included SaaS/internet platforms (e.g., Box, Wix, Squarespace, PagerDuty); 2025 changes added Udemy, GitLab, ZipRecruiter and removed Alteryx, New Relic after go-private transactions .
- Say-on-Pay: 2024 advisory vote received over 81% support; Company engaged top holders in May 2024 and adjusted LTI mix toward PSUs and stock price/TSR metrics .
Investment Implications
- Retention and vesting pressure: The initial RSU award with a 25% one-year cliff and subsequent quarterly vesting over three years creates strong near-term retention incentives and staged vesting thereafter; first vest occurs on the grant’s one-year anniversary and requires continued employment . Anti-hedging and pledging restrictions materially reduce misalignment/levered risk and limit use of derivatives or margin pledges .
- Alignment and governance: Company-wide pay-for-performance design emphasizes revenue and Adjusted EBITDA for annual cash incentives and stock price/TSR for PSUs, supported by a clawback policy—collectively strengthening compensation alignment and downside protection for shareholders . As of his Form 3, Thomas reported no beneficial ownership; alignment will principally come through RSU accumulation post-grant .
- Contract economics and exit risk: Thomas’s 8-K discloses salary/bonus and indemnification but does not disclose severance or CIC terms; absence of guaranteed severance visibility limits clarity on exit economics and change-of-control acceleration for him specifically (the proxy’s detailed severance tables apply to NEOs) .
- Trading signals: Initial RSU grant is expected around March 2025; subsequent vesting events can trigger routine Section 16 filings. Insider policy constraints mean any transactions will avoid hedging/pledging structures, and clawback coverage reduces incentive-based recoupment risk after restatements .
Additional governance context:
- Thomas executed Section 16 power of attorney and is listed as Principal Accounting Officer in the 10-K and S-8 signatures, confirming officer status and reporting obligations .
- Board-level messaging emphasizes “better alignment” via removing options and shifting to PSUs with stock price performance criteria, reinforcing long-term value creation objectives .