Robin Henderson
LendingTreeAbout Robin Henderson
Robin Henderson is an independent director of LendingTree (TREE), serving since 2014; age 55. She previously served as Senior Director, Private Capital at RXR Realty (2010–Oct 2024) and Vice President within Real Estate Corporate Finance at Wachovia Securities (1998–2009), bringing extensive real estate, finance, and capital markets experience to the Board. The Board affirmatively determined she is independent under Nasdaq standards. Other public company boards: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RXR Realty | Senior Director, Private Capital; various roles | Feb 2010 – Oct 2024 | Responsible for sourcing institutional capital and led raising approximately $15B of equity; RXR manages ~$20.8B of assets and ~30.5M sq ft of commercial properties plus ~12,800 multi-family units. |
| Wachovia Securities | Vice President, Real Estate Corporate Finance (focus on Real Estate Private Equity) | May 1998 – Dec 2009 | Finance and capital markets expertise in real estate private equity. |
External Roles
| Organization | Role | Tenure | Board/Committee |
|---|---|---|---|
| — | Other public company directorships | — | None. |
Board Governance
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member).
- Independence: The Board determined Henderson is independent under Nasdaq standards.
- Meetings and attendance: Board held 4 meetings in fiscal 2024; Audit Committee held 4; Nominating & Corporate Governance held 3. All then-current directors attended at least 75% of the aggregate number of Board and committee meetings.
- Audit Committee oversight includes financial reporting integrity, internal controls, auditor independence/performance, compliance, cybersecurity/data protection/privacy, and related person transactions >$120,000; audit committee report signed by Chair Steven Ozonian, Robin Henderson, and G. Kennedy Thompson (Feb 24, 2025).
| Committee | Member | Chair | Meetings (FY 2024) |
|---|---|---|---|
| Audit | Robin Henderson | Steven Ozonian | 4 |
| Nominating & Corporate Governance | Robin Henderson | Thomas M. Davidson, Jr. | 3 |
Fixed Compensation
| Component (FY 2024 program) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 50,000 | For non-employee directors. |
| Audit Committee member fee | 10,000 | Additional cash fee for committee members (excluding chairs). |
| Nominating & Corporate Governance member fee | 10,000 | Additional cash fee for committee members (excluding chairs). |
| Annual compensation cap | 640,000 | Limit includes equity grant-date fair value; deferrals counted when vested. |
Director-level actuals (Fiscal 2024):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robin Henderson | 70,000 | 231,950 | 301,950 |
Additional notes:
- Nonqualified deferred compensation plan was terminated in April 2024; no director elected to defer compensation prior to termination.
- Directors reimbursed for reasonable expenses in connection with Board/committee meetings.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Annual equity retainer (RSUs) | Jun 12, 2024 | 5,000 | 231,950 | Vests on earliest of the Annual Meeting, one year from grant, change-in-control, or death/disability. |
| RSU award (Form 4) | Jun 11, 2025 | 5,000 | — | Reported on Form 4; RSUs awarded. SEC filing: https://www.sec.gov/Archives/edgar/data/1434621/000168316825004485/0001683168-25-004485-index.htm |
Outstanding equity awards (as of Dec 31, 2024):
| Director | Options Outstanding (#) | Options Granted in FY 2024 | RSUs Outstanding (#) |
|---|---|---|---|
| Robin Henderson | 4,899 | — | 5,000 |
Compensation governance:
- Compensation Committee (independent) recommends director compensation; supported by independent consultant FW Cook.
- The Compensation Committee administers the company’s clawback policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None. |
| Shared directorships with competitors/suppliers/customers | Not disclosed. — |
Expertise & Qualifications
- Extensive real estate industry, finance, and capital markets experience; prior institutional capital-raising (~$15B) and executive/management experience.
- Independent director; contributes to governance and risk oversight through Audit and Nominating & Governance roles.
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class (%) | Breakdown |
|---|---|---|---|
| Robin Henderson | 17,130 | * | Includes 4,899 options exercisable within 60 days of Apr 16, 2025 and 5,000 RSUs scheduled to vest within 60 days. |
Ownership and guidelines:
- As of Apr 16, 2025, TREE had 13,535,034 shares outstanding (context for ownership).
- Director stock ownership guideline: minimum ownership of 5x annual cash retainer, expected to be achieved within five years of joining or policy adoption; higher levels within three years after increases.
Insider trades (Form 4) – Robin Henderson:
Governance Assessment
- Board effectiveness: Henderson’s dual membership on Audit and Nominating & Governance aligns with her finance and capital markets background and contributes to risk oversight and board composition/ESG oversight.
- Independence and attendance: Independent under Nasdaq rules; Board indicates all directors met at least 75% attendance in FY 2024, supporting engagement.
- Compensation alignment: Mix of modest cash ($70k) plus equity RSUs ($231,950) under a program designed to align with shareholders; RSU vesting includes change-in-control acceleration, a standard feature for director awards that investors should monitor for overall governance balance.
- Ownership alignment: Beneficial ownership of 17,130 shares with exercisable options and RSUs suggests skin-in-the-game; the Board has 5x cash retainer ownership guidelines to drive alignment.
- Conflicts/related party exposure: Audit Committee explicitly reviews related person transactions >$120,000; no specific related-party issues are disclosed for Henderson in the proxy.
- RED FLAGS: None disclosed regarding pledging/hedging, tax gross-ups for directors, or attendance shortfalls; company-wide pay practices note no excise tax gross-up and clawback policy administered by Compensation Committee. Continue monitoring any future changes to director equity acceleration terms and any related-party disclosures.