Mark Ernst - Director | LendingTree (TREE) Executive Profile & Compensation

About Mark Ernst

Mark Ernst, age 66, is an independent director of LendingTree, Inc. (TREE) and has served on the Board since 2022; he is Managing Partner of Bellevue Capital LLC (since May 2018) and formerly served as EVP/COO of Fiserv, Deputy Commissioner at the IRS, and Chairman/CEO of H&R Block. He holds Bachelors’ degrees in finance and accounting from Drake University (Trustee) and an MBA from the University of Chicago Booth School of Business (Advisory Board) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Fiserv, Inc.	Executive Vice President & Chief Operating Officer	Jan 2011–Apr 2018	Oversight of major operating businesses; enterprise-wide quality improvement and product management
Internal Revenue Service	Deputy Commissioner	Jan 2009–Nov 2010	Senior leadership in public policy and compliance
H&R Block, Inc.	Chairman, President & CEO; Chief Operating Officer	CEO: 2001–2007; COO: 1998–2000	Led consumer financial services; operational and capital allocation strategy
American Express	Various executive roles	Not disclosed	Financial services leadership experience

External Roles

Organization	Role	Tenure	Notes
Bellevue Capital LLC	Managing Partner	May 2018–present	Private investment firm
Ernst Family Foundation	Director/Officer	Not disclosed	Philanthropy/governance role
Financial Health Network	Prior Chairman of Board	Not disclosed	Consumer-focused financial services advocacy
Drake University	Board of Trustees	Not disclosed	Education governance
Chicago Booth	Advisory Board	Not disclosed	Business school advisory
Other public boards (prior)	Avantax (Blucora), FIS, Great Plains Energy (Evergy), Knight-Ridder, SAIA	Prior service	Historical service; current: none

Board Governance

Attribute	Detail
Independence status	Board determined Mr. Ernst is independent under Nasdaq standards
Committee assignments	Compensation Committee member (not chair)
Committee meetings in 2024	Compensation Committee met 5 times; Board met 4 times
Attendance	All then-current directors attended at least 75% of Board/committee meetings in 2024
Lead Independent Director	Steven Ozonian; presides over executive sessions at least quarterly
Board leadership	CEO serves as Chairman; Lead Independent Director provides balance
Risk oversight	Audit (financial/reporting/cyber), Compensation (comp risks/clawback), Nominating & Governance (ESG/board composition)

Fixed Compensation

Component (2024)	Amount ($)	Notes
Annual Board cash retainer	50,000	Standard for non-employee directors
Committee membership fee (Compensation Committee)	10,000	Member fee (excluding chair)
Committee chair fees (reference)	20,000 (Comp); 25,000 (Audit); 13,000 (N&G); 10,000 (Tech)	Mr. Ernst is not a chair
Mr. Ernst – Fees earned or paid in cash (2024)	60,000	Retainer + committee membership

Performance Compensation

Equity Element	Grant Date	Shares/Units	Grant-Date Fair Value ($)	Vesting Terms
Annual RSU grant (director)	Jun 12, 2024	5,000	231,950	Vests on earliest of Annual Meeting, first anniversary, change in control, death/disability
Outstanding equity at FY-end 2024	Dec 31, 2024	2,285 options; 5,000 RSUs	N/A	Options outstanding; RSUs unvested at year-end

Notes: Directors do not have performance metric-based equity; annual director equity is time-based RSUs aligned to stockholder interests .

Other Directorships & Interlocks

Category	Detail
Current public company directorships	None
Prior public boards	Avantax (Blucora), FIS, Great Plains Energy (Evergy), Knight-Ridder, SAIA
Committee interlocks/insider participation	Compensation Committee members (including Mr. Ernst) met Nasdaq independence; no executive officer cross-comp committee interlocks disclosed; note that Ozonian was an officer in 2010–2011 (historical)

Expertise & Qualifications

30+ years in financial services; product management, operations, capital allocation, strategy development; significant M&A leadership experience .
Technical and governance credentials: COO at a Fortune 500 fintech; IRS Deputy Commissioner; former CEO of H&R Block; MBA (Chicago Booth); Trustee/Advisory Board roles in academia .

Equity Ownership

Item	Amount	As-of Date	Notes
Total beneficial ownership (shares)	46,706	Apr 16, 2025	<1% of class; options exercisable within 60 days and RSUs vesting within 60 days included per SEC rules
Ownership % of outstanding	<1%	Apr 16, 2025	Outstanding shares 13,535,034
Options exercisable within 60 days	2,285	Apr 16, 2025	Included in beneficial ownership
RSUs scheduled to vest within 60 days	5,000	Apr 16, 2025	Included in beneficial ownership
Shares pledged	None disclosed	N/A	Company prohibits pledging absent legal approval; hedging prohibited
Director stock ownership guideline	5x annual cash retainer	Policy adopted Apr 2018	Accumulation expected within 5 years; individual compliance not disclosed

Insider Trades (Form 4)

Filing Date	Transaction Date	Type	Security	Qty	Post-Transaction Ownership	SEC Link
2025-06-13	2025-06-11	A-Award	RSUs	5,000	5,000	https://www.sec.gov/Archives/edgar/data/1434621/000168316825004489/0001683168-25-004489-index.htm
2025-06-13	2025-06-11	M-Exempt (Acq)	Common Stock	5,000	44,421	https://www.sec.gov/Archives/edgar/data/1434621/000168316825004489/0001683168-25-004489-index.htm
2025-06-13	2025-06-11	M-Exempt (Disp)	RSUs	-5,000	0	https://www.sec.gov/Archives/edgar/data/1434621/000168316825004489/0001683168-25-004489-index.htm
2024-06-13	2024-06-12	A-Award	RSUs	5,000	5,000	https://www.sec.gov/Archives/edgar/data/1434621/000168316824004187/0001683168-24-004187-index.htm
2024-06-13	2024-06-12	M-Exempt (Acq)	Common Stock	4,000	39,421	https://www.sec.gov/Archives/edgar/data/1434621/000168316824004187/0001683168-24-004187-index.htm
2024-06-13	2024-06-12	M-Exempt (Disp)	RSUs	-4,000	0	https://www.sec.gov/Archives/edgar/data/1434621/000168316824004187/0001683168-24-004187-index.htm

Pattern: annual director RSU grant followed by exempt conversions (M) upon vesting, increasing common stock holdings; no open market purchases/sales disclosed in these periods (all transactions are grants/conversions) .

Governance Assessment

Alignment and independence: Independent director; active on Compensation Committee which has three independent members and uses FW Cook as independent consultant; committee reviewed program design, peer groups, and administers clawback policy—supports compensation rigor and investor alignment .
Engagement and attendance: Board met 4x and committees met regularly; all directors met the 75% attendance threshold—no attendance red flags for Mr. Ernst .
Ownership and incentives: Holds 46,706 shares (<1%); annual director RSUs and committee/cash retainers; stock ownership guideline (5x cash retainer) promotes alignment though individual compliance status is not disclosed .
Related-party/conflicts: No related-party transactions involving Mr. Ernst disclosed; company maintains a related person transaction policy and Audit Committee review threshold ($120,000) . Compensation Committee interlocks noted only for historical service by another member; none for Mr. Ernst .
Board-level risk signals: Combined CEO/Chair structure persists but mitigated by a robust Lead Independent Director role and independent committee leadership; say-on-pay support was high (~97% in 2024), indicating broad shareholder confidence in compensation oversight (relevant to Mr. Ernst’s committee role) .

Director Compensation (Mr. Ernst, FY2024)

Metric	Amount ($)
Fees Earned or Paid in Cash	60,000
Stock Awards (Grant-Date Fair Value)	231,950
Total	291,950

Other Directorships & Interlocks

Current Boards	Prior Boards	Interlocks/Conflicts
None	Avantax (Blucora), FIS, Great Plains Energy (Evergy), Knight-Ridder, SAIA	No Compensation Committee interlocks involving Mr. Ernst; committee members meet independence requirements

Board Governance (Committee Detail)

Committee	Role	2024 Meetings	Key Oversight
Compensation	Member	5	CEO/NEO pay, plans/policies, non-employee director pay, succession, clawback administration
Audit	Not a member	4	Financial reporting integrity, internal controls, auditor oversight, cybersecurity, related-person transactions >$120k
Nominating & Governance	Not a member	3	Board composition, governance framework, ESG oversight
Technology & Product Advisory	Not a member	0 (established Oct 30, 2024)	Product and technology strategy
Transactions	Not a member	4	Capital structure, strategic transactions oversight

Equity Ownership and Awards (Detail)

Item	Quantity	Description
Options outstanding at FY-end 2024	2,285	Aggregate number of options
RSUs outstanding at FY-end 2024	5,000	Annual director equity retainer
Beneficial ownership (as of Apr 16, 2025)	46,706 shares	<1% of class; includes 2,285 options exercisable within 60 days and 5,000 RSUs vesting within 60 days
Policy on pledging/hedging	Prohibited (exceptions require Legal approval); hedging not permitted	Alignment safeguard
Director ownership guideline	5x annual cash retainer; expected within five years	Alignment policy; individual compliance not disclosed

RED FLAGS

None disclosed specific to Mark Ernst: no related-party transactions, no hedging/pledging noted, attendance threshold met, and compensation structure conforms to standard director program .

Overall, Mr. Ernst’s extensive financial services operations background and prior CEO/COO roles support Compensation Committee effectiveness; equity awards and ownership policies provide alignment, with no apparent conflicts or governance red flags in the disclosures .