Jeffrey Stibel
LEGALZOOM.COMAbout Jeffrey Stibel
Jeffrey Stibel (age 51) is CEO and Chair of the Board of LegalZoom.com, Inc. (LZ) since July 2024, having served as Chair since October 2018 and as a director since October 2014; he holds a B.S. from Tufts University and an M.Sc. in Cognitive Science from Brown University, plus an honorary doctorate in business from Pepperdine University . Under his leadership in 2024, LegalZoom delivered 3% revenue growth to $681.9M, Adjusted EBITDA of $148.1M (22% margin), net income of $30.0M (4% margin), $135.6M cash from operations and $99.9M free cash flow, alongside $165M of share repurchases reducing share count ~10%; 2024 rTSR ranked at the 34th percentile, leaving the 2024 PSU payout unmodified . The Board shifted pay-for-performance design toward PSUs with stock-price hurdles and retained no-debt flexibility as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dun & Bradstreet Credibility Corp. | President, CEO, Chairman | Jul 2010 – Jul 2015 | Led SMB credit solutions; platform scaled prior to D&B integration |
| Dun & Bradstreet Corporation | Vice Chairman | Jul 2015 – Mar 2018 | Executive leadership at public data/analytics company |
| Web.com, Inc. | President & CEO | Not disclosed | Led online services; prior operating CEO experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bryant Stibel & Company | Partner | Since Jan 2013 | Investment/strategic advisory platform; broad network leverage |
| Various private companies & non-profits | Director | Current | External governance perspective and ecosystem connectivity |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $575,000 | 2024 base set post appointment; 2024 salary earned was $252,115 due to partial year |
| Target Bonus % of Salary | 100% | Annual target bonus equal to 100% of base salary |
| Director Fees | $0 | Stibel received no director compensation in 2024 (employee director) |
Performance Compensation
- Annual bonus design and payout (2024)
- Corporate metrics: Total Revenue (50% weight) and Adjusted EBITDA (50% weight) with threshold/target/max and proration; rTSR not part of cash bonus .
- Results: Revenue $681.9M vs $719.7M target (73.5% payout on metric); Adjusted EBITDA $148.1M vs $146.4M target (102.4% payout on metric); aggregate company funding 88% after no North Star adjustment .
- Individual multiplier: 100% for Stibel; total bonus paid $221,862 (88% of pro-rated target) .
| Metric | Weighting | Target/Goal | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY24 Total Revenue | 50% | $719.7M | $681.9M | 73.5% on metric | Paid per annual plan; company funding 88% |
| FY24 Adjusted EBITDA | 50% | $146.4M | $148.1M | 102.4% on metric | Paid per annual plan; company funding 88% |
| FY24 Company Funding | — | — | — | 88.0% | No North Star adjustment |
| Individual Performance | 25% of bonus | 100% multiplier | 100% | 100% | Stibel’s key achievements; total $221,862 |
| 2024 PSUs (EBITDA + rTSR modifier) | Equity | Target tiers at $124.5M–$168.4M EBITDA | $148.1M; rTSR 34th percentile | 102.4% of target | 1/3 vested at certification; remainder in 8 quarterly tranches from May 15, 2025 |
PSU Design and Stock-Price Hurdles
- 2025 PSUs: five stock-price tranches ($8.75 to $20.50) with cumulative earnouts up to 400% of target; first tranche achieved in Q1 2025; earned shares vest Nov 15, 2025 in Year 1; immediate vest in Years 2–3 upon certification .
- CEO Sign-On PSUs (July 2024): seven stock-price tranches ($11.78 to $35.33) requiring 1.5x–4.5x from $7.85 base; maximum up to 5,350,318 PSUs (200% of target); 50% vests immediately upon certification, 50% one year later .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 6,899,434 shares | 3.8% of outstanding (basis: 181,184,393 shares) |
| RSUs vesting within 60 days of 4/10/2025 | 152,575 | Included in beneficial ownership per SEC rules |
| Trust/Entity holdings | 13,584 (Bryant Stibel Fund I LLC); 294,326 (Escondido Children’s Trust); 537,779 (Travron Trust); 2,807,719 (CES 2020 Trust); 2,807,719 (JMS 2020 Trust) | Disclaimers as noted; co-manager relationship through Carbon Investments, LLC |
| 2024 PSUs earned | 821,808 | Certified at 102.4% of target; vesting schedule as noted |
| 2025 PSUs target (CEO) | 911,722 | First tranche achieved; vest Nov 15, 2025 |
| Sign-On PSUs target / max | 2,675,159 / 5,350,318 | Seven tranches with 45-day VWAP hurdles |
| Anti-hedging/pledging policy | Prohibited | No short sales, derivatives, hedging, or pledging for directors/officers |
Outstanding and Vesting Cadence (CEO)
- RSUs: 501,592 (4-year quarterly from Aug 15, 2024) and 607,814 (3-year quarterly from May 15, 2025) outstanding as of 12/31/2024 .
- 2024 PSUs: target 802,547 outstanding at 12/31/2024; earned 821,808 with 1/3 immediate, remainder in eight quarterly installments starting May 15, 2025 .
- 2025 PSUs: maximum 3,646,886 shown for disclosure; first tranche earned; vesting Nov 15, 2025 .
- Sign-On PSUs: maximum 5,350,318 shown for disclosure; vest 50% upon certification and 50% one year later .
Insider Selling Pressure
- Multiple near-term vest dates (May 15, 2025 onwards for RSUs and quarterly PSU vesting) and potential immediate vest upon stock-price certifications could create periodic supply overhang if shares are sold upon vesting; hedging/pledging is prohibited, reducing leverage-risk, but tax-withholding sales may occur per company practice .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Vesting/Exercise | COBRA |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC) | 12 months base salary | Pro-rated bonus if year’s objectives achieved (CEO eligible) | Pre-IPO options vest to 12 months forward; extended exercise windows; for CEO, appointment RSUs and Sign-On PSUs that have met performance hurdles and are time-vested within 12 months accelerate | Up to 12 months at prior company contribution rate |
| Termination without cause / for good reason (within 24 months of CIC) | 18 months base salary + 150% of target bonus (CEO) | Earned/unpaid prior year bonus paid (CEO) | 100% acceleration of options and RSUs; extended option exercise windows; 2025 PSUs performance period shortens at CIC with goal certification based on deal value and immediate vest | Up to 18 months (CEO) |
| Death/Disability | — | Pro-rated bonus if objectives achieved; earned prior-year bonus (CEO) | 100% acceleration of options/RSUs; extended option exercise windows; for CEO, Sign-On PSUs that met stock-price goals and are only time-based will fully vest; 2025 PSUs earned and time-based vesting accelerates | — |
Clawback
- Company adopted Dodd-Frank compliant clawback policy to recover erroneously awarded incentive-based compensation upon required accounting restatements, irrespective of misconduct .
Board Governance
| Attribute | Details |
|---|---|
| Board service history | Director since Oct 2014; Chair since Oct 2018; CEO since Jul 2024 |
| Independence | Not independent due to CEO role |
| Committees | None (CEO/Chair); committees composed solely of independent directors |
| Board attendance | Board met 8 times in 2024; each director attended ≥75% of applicable meetings |
| Leadership structure | Roles of Chair and CEO combined in Jul 2024; Lead Independent Director appointed (John Murphy) with defined responsibilities over agendas, executive sessions, and liaison duties |
| Executive sessions | Regular independent director executive sessions chaired by LID |
| Director stock guidelines | Non-employee directors must hold ≥5x annual cash retainer within five years |
| Anti-hedging/pledging | Prohibited for directors/officers |
Dual-role implications
- Combining CEO and Chair concentrates authority; Board mitigates with a Lead Independent Director who controls executive sessions, helps set agendas, and acts as liaison, and with fully independent committees .
Compensation Structure Analysis
- Shift from options to PSUs: In late 2023, options were removed and replaced by PSUs, increasing at-risk, performance-based equity; 2024 annual mix for CEO 60% PSUs / 40% RSUs; 2025 PSUs are pure stock-price hurdles, strengthening alignment but potentially increasing volatility of realized pay .
- Pay outcomes matched performance: 2023 PSUs paid 0 due to market share under-threshold; 2024 PSUs paid ~102% on EBITDA with rTSR neutral; cash bonus funded at 88% on mixed top-line/margin results .
- Retention elements: Additional RSUs granted in July 2024 to stabilize leadership during CEO transition; CEO received Sign-On PSUs fully at-risk with multi-year price hurdles .
- Peer, consultant, and say-on-pay: Exequity advised on design; peer group updated (removal of New Relic/Alteryx; addition of Udemy, GitLab, ZipRecruiter); 2024 say-on-pay approval exceeded 81% .
Related Party Transactions
- Employment of immediate family: Jeff Stibel’s brother, Aaron Stibel, has served as Chief Revenue Officer since July 2024, earning >$120,000 in 2024; company policy requires Audit Committee review for related-person transactions above $120,000 .
Equity Compensation Detail
| Award | Grant date | Terms | Tranches/Goals | Vesting |
|---|---|---|---|---|
| 2024 RSUs (CEO) | Jul 9, 2024 | Time-based | — | Quarterly over 4 years from Aug 15, 2024 |
| 2024 PSUs (CEO) | Jul 9, 2024 | EBITDA tiers; ±25% rTSR modifier | $124.5M–$168.4M EBITDA tiers | 1/3 at certification; 8 quarterly tranches starting May 15, 2025 |
| 2025 RSUs (CEO) | Nov 15, 2024 | Time-based | — | Quarterly over 3 years starting May 15, 2025 |
| 2025 PSUs (CEO) | Nov 15, 2024 | Stock-price hurdles | $8.75, $10.50, $13.75, $17.25, $20.50 | Year 1 vest on Nov 15, 2025; immediate vest thereafter upon certification |
| Sign-On PSUs (CEO) | Jul 9, 2024 | Stock-price hurdles (45-day VWAP) | $11.78–$35.33 across 7 tranches | 50% immediate on certification; 50% 1-year later |
Director Compensation (for completeness)
- Employee directors receive no director fees; non-employee directors receive cash retainers and RSUs; committees are paid per policy; ownership guidelines require ≥5x retainer within five years .
Equity Ownership Table
| Holder | Shares | % | Notes |
|---|---|---|---|
| Jeffrey Stibel | 6,899,434 | 3.8% | Includes 152,575 RSUs vesting within 60 days and trust/entity holdings listed below |
| Bryant Stibel Fund I LLC | 13,584 | — | Co-managed via Carbon Investments, LLC; deemed beneficial ownership |
| Escondido Children’s Trust | 294,326 | — | Disclaimed except pecuniary interest |
| Travron Trust | 537,779 | — | Disclaimed except pecuniary interest |
| CES 2020 Trust | 2,807,719 | — | Disclaimed except pecuniary interest |
| JMS 2020 Trust | 2,807,719 | — | Disclaimed except pecuniary interest |
Performance & Track Record
- 2024 operational outcomes: Revenue +3% YoY to $681.9M; subscription revenue +6% to $436.2M; net income margin improved 230 bps; Adjusted EBITDA margin +380 bps to 22%; cash and equivalents $142.1M; no debt; share repurchases $165M (~19.2M shares at $8.58) .
- Strategic actions: Re-focused on legal/compliance offerings, partnership with 1-800Accountant; acquired Formation Nation; sold Austin office; accelerated equity grants to align team .
- Pay-for-performance enforcement: 2023 PSUs forfeited based on market share miss; 2024 PSUs earned at ~102% target based on EBITDA .
Risk Indicators & Red Flags
- CEO + Chair combined: Potential governance concentration; mitigated via Lead Independent Director and independent committees .
- Related party employment: Brother as CRO; oversight via related-party transaction policy .
- Option repricing history: A 9/23/2020 stock option award was repriced; while pre-dating current PSU design, repricings are generally shareholder-sensitive .
- Dilution and overhang: Large PSU programs (2025 and Sign-On PSUs) can increase potential dilution if multiple price hurdles are met .
- Hedging/pledging prohibited: Reduces alignment risk from collateralized positions .
Compensation Committee Analysis
- Committee and advisor: Compensation Committee chaired by Sivan Whiteley; Exequity as independent consultant; focus on pay parity, risk management, and value creation .
- Peer group changes: Removed New Relic and Alteryx (taken private); added Udemy, GitLab, ZipRecruiter for 2025 comparisons .
- Say-on-pay: ~81% approval in 2024; investor engagement supported PSU and TSR integration .
Investment Implications
- Alignment signals: CEO comp heavily at risk via multi-year, stock-price PSUs; 2023 PSUs paid zero, 2024 PSUs paid near target on EBITDA—pay outcomes tracked performance, which is positive for alignment .
- Trading dynamics: Multiple near-term vesting events (RSUs and PSUs) could create episodic selling pressure; monitoring Form 4s around May/Nov vest dates is prudent .
- Governance balance: Dual CEO/Chair role is counterbalanced by a robust Lead Independent Director mandate and independent committees; continued oversight will be key as PSU hurdles approach .
- Retention and execution: 2024 retention RSUs and accelerated 2025 equity grants suggest emphasis on stability through transition; equity-heavy mix ties management to stock performance while encouraging long-term execution on core legal/compliance strategy .