Nathan Gooden
LEGALZOOM.COMAbout Nathan Gooden
Nathan Gooden (age 50) is an independent Class I director at LegalZoom (LZ), appointed November 19, 2024, and stands for election at the 2025 annual meeting; he serves on the Audit and Compensation Committees and is designated an Audit Committee Financial Expert . He is CFO of Squarespace, Inc. (since October 2022) and previously served as CFO of Amazon Alexa (2017–2022), Spacepointe Limited (2016), and Solavei LLC (2014–2016); he began his career as a lead auditor at PwC for five years . Education: B.S., Accounting, Oral Roberts University . LZ’s Board determined he is independent under Nasdaq rules; in 2024, each current director attended at least 75% of meetings held during their period of service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Squarespace, Inc. | Chief Financial Officer | Oct 2022–present | Financial expertise; subscription business models; risk assessment |
| Amazon Alexa (Amazon) | Chief Financial Officer | Jan 2017–Oct 2022 | Technology-driven consumer platforms; scaling subscriptions |
| Spacepointe Limited | Chief Financial Officer | Jan 2016–Dec 2016 | Payments technology; finance leadership |
| Solavei LLC | Founding Member; Chief Financial Officer | Jun 2014–Feb 2016 | Social commerce; finance leadership |
| PricewaterhouseCoopers LLP | Lead Auditor | ~5 years (early career) | Audit discipline; controls and reporting |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Squarespace, Inc. | Chief Financial Officer | Current external executive role |
| Other U.S. public company boards | None | No other public company directorships |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | Committee chaired by John Murphy; Gooden qualifies as “audit committee financial expert” |
| Compensation Committee | Member | 7 | Committee chaired by Sivan Whiteley |
- Independence: Board affirmatively determined Nathan Gooden is independent under Nasdaq rules .
- Attendance: LZ’s Board met 8 times in 2024; each current director attended at least 75% of Board and committee meetings during their service in 2024 .
- Executive sessions: Regular executive sessions of independent directors; led by the Lead Independent Director .
- Overboarding: Policy limits total public boards to ≤4; executives of public companies may serve on ≤1 other public board besides LZ (Gooden currently serves only on LZ’s board) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (policy) | $35,000 | Eligible Directors; paid quarterly in arrears; proration for partial-year service |
| Audit Committee member retainer (policy) | $10,000 | Additional to Board retainer |
| Compensation Committee member retainer (policy) | $7,500 | Additional to Board retainer |
| 2024 cash paid to Nathan Gooden | $6,058 | Prorated due to appointment on Nov 19, 2024 |
- Eligible Directors may elect to receive 100% of annual cash compensation in RSUs; RSUs calculated using average closing price over a 30-day period as defined in policy .
Performance Compensation
| Equity Component | 2024 Stock Awards ($) | RSUs Outstanding (#) | Vesting Terms |
|---|---|---|---|
| Director equity (RSUs) | $308,673 | 40,938 | Initial grant: $200,000 in RSUs vests in equal annual installments over 3 years ; Pro-rated annual grant (if appointed outside annual meeting): vests in single installment on earlier of day before next annual meeting or next June 1 ; Annual RSU grant at each annual meeting: $200,000, vests on earlier of next annual meeting or first anniversary |
- Change-in-control: Outstanding director equity granted under the policy fully vests immediately prior to closing of a change-in-control .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging LZ stock and from holding company securities in margin accounts .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other U.S. public company boards | None |
| Executive role at another public company | CFO, Squarespace, Inc. |
| Compensation peer group linkage | Squarespace was included in LZ’s 2024 compensation peer group; 2025 peer group updates were made by the Compensation Committee with Exequity’s input |
| Consultant independence | Compensation consultant (Exequity) assessed as independent; no conflicts; engaged by Compensation Committee |
| Related party transactions | None involving Nathan Gooden reportable under Item 404(a) in his appointment 8-K |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; financially literate per Nasdaq standards .
- Skills: C-suite leadership; M&A/capital allocation; subscription-based business models; human capital management; financial expertise; risk assessment and management; public company governance .
- Education: B.S., Accounting, Oral Roberts University .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding (12/31/2024) | 40,938 |
| Director stock ownership guidelines | 5x annual cash Board retainer to be achieved within five years of joining the Board; unvested time-based RSUs count toward compliance |
| Anti-hedging/pledging policy | Hedging and pledging of LZ stock prohibited for directors |
Say-on-Pay & Shareholder Feedback
| Metric | 2024 | 2025 |
|---|---|---|
| Say-on-pay outcome | Over 81% approval | For: 83,343,591; Against: 58,723,709; Abstain: 314,580 |
- 2024 engagement: LZ engaged 5 investors (representing >11% of then outstanding shares); feedback supported removal of stock options and adding PSUs with TSR .
Governance Assessment
- Board effectiveness: Gooden strengthens financial oversight as an Audit Committee member and financial expert; his subscription/business platform experience aligns with LZ’s SMB focus .
- Independence and attendance: Board affirmed independence; attendance threshold met in 2024; no related-party transactions disclosed at appointment, supporting investor confidence .
- Alignment: Director pay is equity-heavy and subject to robust ownership guidelines; anti-hedging/pledging policy further aligns with shareholders .
- Potential conflicts: Squarespace included in LZ’s 2024 comp peer group while Gooden is Squarespace CFO; mitigants include independent consultant oversight and no Item 404(a) transactions disclosed .
- Signals to monitor: 2025 say-on-pay had substantial opposition versus 2024, placing added scrutiny on Compensation Committee decisions (Gooden is a member); continued engagement and alignment changes should be tracked .
Appendices
- Appointment details: Independent Class I director effective Nov 19, 2024; Audit and Compensation Committee member; indemnification agreement expected; Board size increased to six .
- Committee meeting frequency: Audit (5), Compensation (7), Nominating (5) in 2024 .
- Director compensation policy rates: Board retainer $35,000; Audit member $10,000; Compensation member $7,500; Lead Independent Director $51,500 inclusive .