Nicole Miller
LEGALZOOM.COMAbout Nicole Miller
Nicole Miller, 41, is Chief Legal Officer (since March 2024) and Corporate Secretary (since August 2020) at LegalZoom. She previously served as EVP & General Counsel (June 2020–March 2024) and interim Chief People Officer (Aug 2020–Apr 2021). She holds a B.A. in humanities from Stanford and a J.D. from the University of Texas School of Law; prior roles include The Honest Company, Cooley LLP, and Gibson Dunn & Crutcher LLP, as well as a California State Senate Fellowship (2005–2006) . Company performance context for incentive alignment: FY2024 revenue $681.9M (+3% YoY), Adjusted EBITDA $148.1M (22% margin), and net income $29.96M; the Pay-Versus-Performance table shows TSR index values of 19.84 (company) vs 92.64 (peer group) for 2024, reflecting investor return dynamics during the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LegalZoom.com, Inc. | EVP & General Counsel | Jun 2020–Mar 2024 | Led legal function; supported strategic partnerships and governance through leadership transitions . |
| LegalZoom.com, Inc. | Interim Chief People Officer | Aug 2020–Apr 2021 | Supported human capital and organizational processes during growth and post-IPO period . |
| The Honest Company | Various legal roles, most recently General Counsel | Jul 2014–Jun 2020 | Managed consumer goods legal operations and compliance for brand-led growth . |
| Cooley LLP | Corporate law practice | Prior to 2014 | Advised on corporate transactions and governance . |
| Gibson Dunn & Crutcher LLP | Corporate law practice | Prior to 2014 | Advised on corporate transactions and governance . |
| California State Senate | Senate Fellow | Oct 2005–Sep 2006 | Legislative analysis/experience shaping policy perspective . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Defy Ventures, Inc. | Governing board member | Since Dec 2021 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 400,000 | 411,539 | 443,268 |
| Stock Awards ($) | 1,600,259 | 2,113,831 | 14,108,221 |
| Option Awards ($) | 1,603,731 | 1,321,759 | — |
| Non-Equity Incentive Plan Comp ($) | 144,000 | 208,341 | 277,903 |
| All Other Compensation ($) | 1,231 | — | — |
| Total ($) | 3,749,221 | 4,055,470 | 14,829,392 |
- 2024 approved base salary: $450,000 (+8.43% vs 2023), effective Feb 26, 2024 .
- Company generally does not provide perquisites; executives participate in standard benefits, 401(k) with match; no pension or nonqualified deferred comp plans .
Performance Compensation
Annual Bonus Plan (2024)
- Target bonus % increased from 50% to 75% effective Feb 2024; blended % for 2024 was 71.24% of earnings. Target payout $315,799; actual total payout $277,903 (88% of target) .
- Structure: 75% based on corporate performance (50% revenue, 50% Adjusted EBITDA), bonus funding multiplier 88%; 25% individual performance (Miller multiplier 100%) .
| Component | Weighting | Target | Actual/Multiplier | Payout ($) |
|---|---|---|---|---|
| Corporate: Total revenue | 37.5% (half of 75%) | Included in target $315,799 | Bonus funding 88% | Included in $208,427 corporate payout |
| Corporate: Adjusted EBITDA | 37.5% (half of 75%) | Included in target $315,799 | Bonus funding 88% | Included in $208,427 corporate payout |
| Individual performance | 25% | Included in target $315,799 | 100% multiplier | $69,476 |
| Total | 100% | $315,799 | 88% funding; 100% individual | $277,903 |
- Key 2024 achievements underpinning individual payout: governance through board/leadership transitions, strategic partnership negotiations, innovation and scaling of attorney-assisted offerings .
Equity Awards and Vesting
- Shift from options to PSUs: Stock options removed from LTI and replaced with PSUs (performance-driven, TSR-inclusive modifiers) to better align with shareholder value and manage dilution .
| Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| RSU | 3/8/2024 | 163,327 | 2,185,315 | Time-based | Over requisite service period, continued employment required |
| PSU (2024 Annual) | 3/20/2024 | Target 163,327; Max 326,654 | 2,572,240 | FY2024 Adjusted EBITDA with TSR modifier | Based on performance; settlement per plan |
| RSU | 7/9/2024 | 191,082 | 1,499,994 | Time-based | Over service period |
| RSU (2025 RSUs) | 11/15/2024 | 271,345 | 2,097,497 | Time-based | Vests quarterly over 3 years; first vest May 15, 2025 |
| PSU (2025 PSUs) | 11/15/2024 | Target 271,345; Max 1,085,380 | 5,753,175 | Five stock price goals over 3-year period | Earned based on stock price goals; CIC rules below |
- 2025 annual LTI target values (November 2024 cycle): RSU $1,875,000 and PSU $1,875,000 for Miller .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 1,805,796 shares; <1% of outstanding |
| Shares outstanding basis | 181,184,393 shares |
| Within 60 days: RSUs vesting | 65,048 shares |
| Options exercisable (within 60 days) | 1,640,430 shares |
| Hedging/pledging | Prohibited for directors/officers and controlled entities; no margin/pledge allowed |
| Ownership guidelines | Robust guidelines disclosed for non-employee directors (5x annual retainer). Executive specifics not disclosed . |
Policy implications: Anti-hedging/pledging reduces alignment risk; quarterly RSU vesting starting May 15, 2025 can create periodic liquidity events depending on trading windows and individual elections .
Employment Terms
- At-will; amended and restated employment agreement effective immediately prior to IPO; amendment in Dec 2024. Target annual bonus currently 75% of base salary; eligible for IPO grants and severance benefits per plan .
- Clawback policy adopted per Dodd-Frank; applies to current/former covered officers for restatements regardless of misconduct .
Severance and Change-in-Control (CIC) Economics (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Equity Acceleration Value ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (outside CIC period) | 450,000 | — | — | 450,000 |
| Qualifying Termination in Connection with CIC (double-trigger) | 787,500 | 6,580,810 | — | 7,368,310 |
| Death or Disability | — | 5,354,224 | — | 5,354,224 |
- CIC severance structure: Lump sum of 12 months base salary + 100% of then-current target bonus; COBRA reimbursement up to 12 months; immediate vesting acceleration of options/RSUs; extension of post-termination option exercise window per plan; 2025 PSUs may accelerate achieved stock price goals based on deal consideration .
- Outside CIC period: 12 months’ base salary, COBRA reimbursement, and acceleration of pre-IPO options only (if applicable) .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($000s) | 660,727 | 681,881 |
| Net Income ($) | 13,953,160 | 29,962,519 |
| Adjusted EBITDA ($) | 118,691,151 | 148,113,727 |
| Adjusted EBITDA Margin (%) | 18% | 22% |
| TSR – Value of $100 investment | 29.85 | 19.84 |
| Peer Group TSR – Value of $100 investment | 71.27 | 92.64 |
- 2024 individual achievements credited to Miller: governance through leadership/board transitions, strategic partnership contracts, innovation and scaling of attorney-assisted offerings (supporting bonus payout) .
Governance, Policies, and Shareholder Feedback
- Insider Trading & Anti-Hedging/Pledging Policy: No short sales, options/derivatives, hedging, margin accounts, or pledging for directors/officers .
- Say-on-Pay: 2024 vote saw over 81% approval; Compensation Committee engaged with top holders and moved to PSUs with TSR modifier, removing options, to better align pay and dilution management .
- Compensation Peer Group (2024): Includes software/platform peers (e.g., Squarespace, Box, Elastic); 2025 changes add Udemy, GitLab, ZipRecruiter; removed Alteryx and New Relic after take-privates. Committee does not target a specific percentile against peers .
Investment Implications
- Alignment: Transition to PSUs with TSR/stock-price hurdles and removal of options increases performance linkage and mitigates dilution; Miller’s 2025 RSUs vest quarterly for 3 years (starting May 15, 2025), fostering retention but creating periodic supply windows .
- Retention & CIC Risk: Double-trigger CIC severance with meaningful equity acceleration ($6.58M) suggests potential employee-friendly protection; outside CIC, severance is moderate (12 months’ salary), aligning with market norms .
- Ownership/Trading Signals: Beneficial ownership includes sizable legacy options exercisable within 60 days (1.64M shares) and upcoming RSU vests (65k within 60 days); anti-hedging/pledging policy reduces misalignment risk; monitor Form 4 filings around quarterly vest dates and 10b5-1 adoptions for selling pressure .
- Pay-for-Performance: Company delivered revenue growth and margin expansion in 2024, yet TSR underperformed peers per PVP table; bonus paid at 88% of target reflects balanced outcome and individual execution contributions in legal, governance, and partnerships .