Ekumene Lysonge

About Ekumene Lysonge

Ekumene “E” Lysonge is Chief Legal Officer and Corporate Secretary of NerdWallet, Inc. (NRDS), serving as CLO since April 1, 2023 after joining as General Counsel in April 2021; he is 48 years old as of the 2025 proxy . Prior roles include Global Deputy General Counsel and Assistant Corporate Secretary at Jones Lang LaSalle, VP & General Counsel at Snapfish, and VP, General Counsel & Corporate Secretary at CafePress; he holds a B.A. from Fisk University and a J.D. from Vanderbilt University Law School . As an executive officer, he operates under NRDS’s governance framework that includes a Compensation Recovery Policy and strict anti-hedging/anti-pledging prohibitions, with the 2024 charter amendment extending officer exculpation protections under Delaware law . NRDS uses revenue-related growth and non-GAAP operating income metrics for executive incentive plans (2025 plan for executive officers), but individual performance pay metrics/targets for the CLO are not disclosed .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Lysonge.

Fixed Compensation

Lysonge is not a Named Executive Officer (NEO) in NRDS’s 2024 disclosure set; the company is an Emerging Growth Company with reduced executive-compensation disclosure, so his base salary and bonus are not reported in the proxy.

Performance Compensation

NRDS’s incentive design for 2024–2025 centers on top-line and profitability measures; the 2025 annual cash incentive plan for executive officers uses a revenue-related growth metric and a non-GAAP operating income-related metric. Specific weights, targets, and payouts for Lysonge are not disclosed.

Notes:

• 2024 CEO incentive used revenue-related growth and non-GAAP operating income; the Compensation Committee certified attainment on March 18, 2025 (context on metric usage) .

Equity Ownership & Alignment

• Beneficial ownership: Lysonge does not appear in the 2025 “Security Ownership of Certain Beneficial Owners and Management” table (which lists >5% holders, directors, and NEOs), so his individual share holdings are not disclosed .
• Ownership guidelines: NRDS has no formal stock ownership guidelines for executive officers; the CEO and CFO have agreed to personal holding multiples, but this policy is not stated for other officers .
• Hedging/pledging: Officers are prohibited from pledging company stock, short sales, derivatives, and entering into hedging transactions under the Insider Trading Policy .

Employment Terms

• Employment agreements: NRDS states “No Employment Agreements” as part of its executive compensation governance, implying standard at-will arrangements across executives .
• Change-in-control and severance: The proxy details the policy for the CEO and CFO (severance periods, COBRA reimbursement, and equity acceleration terms), but does not specifically list the CLO as a participant; the Compensation Committee oversees severance policies and agreements for executive officers .
• Clawback: Compensation Recovery Policy adopted October 2, 2023, requiring recovery of erroneously awarded incentive-based compensation from current/former Section 16 officers in the event of an accounting restatement under Nasdaq Rule 10D-1 .
• Officer exculpation: 2024 charter amendment extended DGCL 102(b)(7) exculpation to certain officers (including the Chief Legal Officer), subject to limitations (no protection for loyalty breaches, bad faith, knowing violations, or improper personal benefits) .
• Anti-hedging/pledging: Officers are barred from pledging, margin purchases, derivatives, and hedging transactions .
• Role in governance: Lysonge serves as Corporate Secretary and signs proxies and 8-Ks on behalf of NRDS, evidencing his responsibility for corporate governance and SEC compliance .

Insider Activity and Selling Pressure

• Section 16 compliance: The 2025 proxy identifies late Form 4 filings in September 2024 for three executives (Chen, StClair, Yount) due to tax withholding on RSU vesting; Lysonge is not mentioned among late filers, and no insider trading issues are reported for him .
• Recent Form 4s: A search did not surface 2024–2025 NRDS-related Form 4 filings for Lysonge; older Form 4 filings exist for him at prior companies (pre-NRDS), but are unrelated to NRDS current insider activity .

Compensation Committee & Benchmarking

• Committee independence and advisors: The Compensation Committee is composed solely of independent directors; NRDS transitioned its independent executive compensation consultant from Compensia to Frederic W. Cook & Co., Inc. by 2025 .
• Governance “do/don’t”: NRDS highlights multi-year vesting, stock ownership principles, anti-hedging, and clawback policy, and disallows employment agreements, excise tax gross-ups on CIC, excessive perquisites, special retirement benefits, and below-FMV options .

Say-on-Pay & Shareholder Feedback

NRDS is an Emerging Growth Company and is exempt from non-binding advisory Say-on-Pay votes; pay-versus-performance and CEO pay-ratio disclosures are also not required during EGC status .

Investment Implications

• Alignment and risk controls: Anti-hedging/pledging rules, clawback policy, and officer exculpation reduce governance and compliance risk, limiting misalignment and derivative hedging exposure for officers, including the CLO .
• Visibility into individual incentives: While company-level incentive metrics (revenue growth and non-GAAP operating income) apply to executive officers in 2025, the absence of disclosed weights/targets/payouts for the CLO limits direct pay-for-performance analysis; retained discretion sits with the Compensation Committee and independent advisor oversight .
• Selling pressure: No disclosed late Section 16 filings for Lysonge and no identified 2024–2025 Form 4 activity for him mitigate near-term insider selling overhang; pledging prohibitions further reduce forced-sale risk .
• Retention risk: NRDS discloses no employment agreements; CIC/severance policy is described for the CEO/CFO, with executive-officer severance oversight by the Committee—lack of specific CLO terms creates some uncertainty on individual retention economics, but corporate policies and role centrality (Corporate Secretary responsibilities) suggest continuity incentives are embedded in broader governance structures .