Sivan Whiteley
LEGALZOOM.COMAbout Sivan Whiteley
Independent director at LegalZoom.com, Inc. since 2022; age 48. Former Chief Legal Officer and Corporate Secretary at Block, Inc., with deep experience leading legal, regulatory, compliance, security, public policy and communications functions for technology platforms serving small businesses. Education: B.A., Political Science, University of California, San Diego; J.D., Harvard Law School. Chairs LegalZoom’s Compensation Committee and Nominating & Corporate Governance Committee; determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Block, Inc. | Chief Legal Officer & Corporate Secretary | Dec 2021 – Feb 2023 | Oversaw legal, regulatory, public policy, communications, compliance, and security operations globally |
| Block, Inc. | General Counsel & Corporate Secretary | Mar 2018 – Nov 2021 | Corporate governance leadership; scaled legal operations |
| Block, Inc. | Legal Director; Associate General Counsel | Dec 2013 – Mar 2018 | Product/commerce counsel progression; built legal function |
Prior roles (dates not disclosed): Associate General Counsel at Better Place, Inc.; Commercial and Product Counsel at eBay Inc.; Litigator at Bingham McCutchen LLC .
External Roles
| Type | Organization | Role | Tenure |
|---|---|---|---|
| Public company board | — | — | None disclosed |
| Prior public company board | — | — | None disclosed |
Board Governance
- Committee leadership: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board affirmed independence (Nasdaq) .
- Attendance: Board met 8 times in 2024; each current director attended at least 75% of Board and applicable committee meetings .
- Committee activity (2024 meetings): Compensation 7; Nominating 5 .
- Executive sessions: Regular sessions of independent directors chaired by the Lead Independent Director .
- Policies: Anti-hedging and pledging policy for directors and officers; overboarding limits (≤4 public boards; tighter for sitting public company executives) .
- Compensation Committee practices: Uses independent consultant (Exequity); assessed consultant independence; redesigned LTI away from options to PSUs for executives to strengthen pay-for-performance .
- Say-on-pay signal: 2024 say-on-pay approval >81% .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $35,000 | Eligible Directors; paid quarterly |
| Compensation Committee chair retainer (inclusive) | $15,000 | Inclusive of committee member fee |
| Nominating Committee chair retainer (inclusive) | $10,000 | Inclusive of committee member fee |
| Sivan Whiteley – Fees earned (2024) | $55,000 | Cash; sum of board + chair roles |
| Sivan Whiteley – Stock awards (2024) | $178,548 | RSUs; grant-date fair value under ASC 718 |
| Sivan Whiteley – Total director compensation (2024) | $233,548 | Cash + stock awards |
Directors may elect to receive 100% of annual cash retainers in RSUs at prior-year start; RSUs valued using 30-day average closing price formula .
Performance Compensation
| Equity Program (Director) | Value/Design | Vesting |
|---|---|---|
| Initial RSU grant upon joining Board (Eligible Directors) | $200,000 (value ÷ “Share Price”) | Vests in equal annual tranches on 1st, 2nd, 3rd anniversaries |
| Annual RSU grant at each annual meeting (Eligible Directors) | $200,000 (value ÷ “Share Price”) | Single installment at next annual meeting or first anniversary |
| Change-in-control (CIC) treatment | Outstanding director equity fully vests immediately prior to CIC close | Per Policy |
LegalZoom removed stock options from executive LTI beginning 2024 (moved to PSUs); director equity remains time-based RSUs; no director performance metrics disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public company boards | None |
| Interlocks/related-party | None disclosed for Whiteley; Audit Committee reviews related-party transactions |
| Notable related-party (company-level) | CEO’s brother employed as CRO; compensation >$120k; disclosed and subject to policy |
Expertise & Qualifications
- Legal, regulatory, compliance leadership at scaled fintech/SMB platforms .
- Corporate governance and risk oversight; C-suite experience .
- M&A/capital allocation; operations/process transformation .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 73,549 | As of record date April 10, 2025 |
| RSUs outstanding (12/31/2024) | 25,528 | Outstanding director RSUs |
| RSUs vesting within 60 days of 4/10/2025 | 21,080 | Included in beneficial ownership calculation window |
| Shares outstanding (company) | 181,184,393 | As of April 10, 2025 |
| Director stock ownership guideline | 5x annual board retainer | Must meet within five years; includes unvested time-based RSUs |
Governance Assessment
- Strengths: Independent director with deep legal/compliance background; chairs both Compensation and Nominating—aligns with governance and talent/succession oversight; documented anti-hedging/pledging, overboarding limits, and regular executive sessions bolster board effectiveness .
- Pay-for-performance signals: As Compensation Chair, oversaw executive LTI redesign to PSUs and rTSR modifier; investors supported say-on-pay with >81% approval—positive alignment indicator .
- Engagement: Met minimum attendance thresholds; committees active (Compensation 7; Nominating 5 in 2024) .
- Conflicts/related-party: No transactions involving Whiteley disclosed; company-level related-party (CEO’s brother as CRO) is monitored under policy—neutral-to-mild risk mitigated by Audit Committee oversight .
- Watch items: Dual chair roles centralize influence across compensation and nominations; ensure robust annual board/committee evaluations and independent LID oversight remain effective checks .