Kennedy Thompson

About G. Kennedy Thompson

G. Kennedy “Ken” Thompson, age 74, has served as an independent director of LendingTree (TREE) since 2017. He is the former President and CEO of Wachovia Corporation (1999–2008) and a former Partner at Aquiline Capital Partners (2009–April 2018). He brings extensive financial services leadership and qualifies as an “audit committee financial expert”; he currently serves on the boards of Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) and Insteel Industries, Inc. (NYSE: IIIN) .

Past Roles

External Roles

Board Governance

• Current committees: Audit Committee (member), Compensation Committee (member), Transactions Committee (member) .
• Audit Committee financial expert: The Board determined Thompson qualifies as an “audit committee financial expert” and has financial sophistication under Nasdaq rules .
• Independence: Listed as independent; committees are comprised of independent directors (except the Transactions Committee which includes the CEO as Chair); Thompson is indicated as independent in the Board matrix .
• Attendance: In FY2024, the Board held 4 meetings; all then-current directors attended at least 75% of aggregate Board and applicable committee meetings. Committee meetings in FY2024: Audit (4), Compensation (5), Nominating & Corporate Governance (3), Technology & Product Advisory (0; established Oct 30, 2024), Transactions (4). Executive sessions of non-executive directors occur at least quarterly under the Lead Independent Director .
• Lead Independent Director: Steven Ozonian; responsibilities include presiding over executive sessions, approving agendas, and liaison duties with non-executive directors .

Fixed Compensation

• Structure and limits: Non-employee directors receive an annual cash retainer plus committee/lead/chair fees and an annual equity retainer. Each director’s total annual compensation is capped at $640,000 (equity valued at grant-date fair value). Directors could defer fees early 2024 under a nonqualified deferred compensation plan (terminated in April 2024); no director elected deferral .
• Director ownership guideline: Minimum ownership of 5x annual cash retainer, to be achieved within 5 years of policy adoption or board entry; 3 years to comply with increases in retainer .

Performance Compensation

• Compensation Committee governance: Independent committee oversees executive and director compensation; uses an independent consultant (FW Cook) to advise on design, market practices, equity grant rate, and peer group. Risk reviews indicate programs are not reasonably likely to have a material adverse effect .
• Clawback: Compensation Recovery Policy adopted Oct 25, 2023, applicable to erroneously awarded incentive-based compensation for Covered Accounting Restatements per Nasdaq Rule 10D-1 .

Other Directorships & Interlocks

• Compensation Committee Interlocks: TREE disclosed no interlocks in FY2024; members were Steven Ozonian (Chair), G. Kennedy Thompson, and Mark Ernst. Aside from Ozonian’s brief service as an officer in 2010–2011, no member has been an executive officer of TREE, and no reciprocal interlocks with other issuers were disclosed .

Expertise & Qualifications

• Financial services leadership: Former CEO of Wachovia and former PE partner at Aquiline; extensive financial and public company leadership experience .
• Audit expertise: Designated “audit committee financial expert” and financially sophisticated under Nasdaq standards .
• Transactions oversight: Serves on Transactions Committee, aligning with prior leadership and investment background .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and expertise: Independent director with designated audit committee financial expert status; sits on Audit, Compensation, and Transactions Committees, supporting robust oversight of financial reporting, pay practices, and corporate transactions .
  • Engagement and attendance: Board and committees met regularly in 2024; all directors met the ≥75% attendance expectation; executive sessions at least quarterly under the Lead Independent Director .
  • Alignment mechanisms: Annual equity retainer in RSUs, director ownership guideline (5x retainer), anti-pledging policy for directors, and a Dodd-Frank–compliant clawback policy strengthen alignment and accountability .
  • Investor sentiment: Say-on-pay support at approximately 97% in 2024, alongside ongoing investor outreach, suggests broad support for compensation governance (although this primarily reflects NEO pay design rather than director pay) .

• Watch items

  • Outside board load: Holds two other public company directorships (PNFP, IIIN). While not flagged by TREE as overboarding, institutional investors monitor aggregate board commitments; no attendance concerns disclosed at TREE .
  • Equity structure for directors: Awards are time-based RSUs rather than performance-based equity, which is standard for directors to preserve independence but reduces explicit performance linkage; however, value remains stock-price contingent .
  • Related-party transactions: No related-party transactions disclosed involving Thompson. Company disclosed a CEO family employment relationship and maintains a formal related-person transaction policy and audit committee review for transactions >$120,000, which mitigates conflicts risk .

• Compensation trend analysis

  • YOY increase in equity grant value: Thompson’s stock award value rose from $83,720 (2023) to $231,950 (2024) on a 5,000-RSU grant at higher grant-date value, while cash fees remained $72,500; this modestly increases equity mix and at-risk alignment (contingent on stock performance and service) .

Overall, Thompson’s governance profile (independence, committee breadth, audit expertise, attendance) supports board effectiveness and investor confidence, with clear ownership alignment mechanisms and low apparent conflict risk at TREE .