Scott Peyree
LendingTreeAbout Scott Peyree
Scott Peyree (age 48) is Chief Operating Officer and President, LendingTree Marketplace (since July 2023). He previously served as President, Insurance (from May 2021) and, before LendingTree’s 2018 acquisition, co‑founded and was CEO of QuoteWizard (since 2006). He holds a BBA in Finance & Entrepreneurship from Pacific Lutheran University . Company performance in 2024 improved: AEBITDA grew 33% to $104M, Insurance segment revenue reached $549M (+120% YoY) with segment profit of $159M (+54% YoY), and net leverage declined to 3.5x from 5.3x, while liquidity supported retiring $115M of 2025 converts . Say‑on‑pay support was strong at ~97% in 2024, and compensation programs emphasize AEBITDA, stock price, and revenue as key drivers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LendingTree | COO and President, LendingTree Marketplace | Jul 2023 – present | Executive leadership over Marketplace following multiple segment leadership roles . |
| LendingTree | President, Insurance | May 2021 – Jul 2023 | Led Insurance during a record year in 2024 (segment revenue $549M; profit $159M) . |
| LendingTree (via acquisition) / QuoteWizard | President, QuoteWizard Insurance (post-acq.); Co‑founder & CEO, QuoteWizard | 2018 – 2021; 2006 – 2018 | Built and scaled QuoteWizard until acquisition; integrated into LendingTree . |
| WorldClass Strategy | Co‑founder & COO | 2000 – 2006 | Online performance marketing; sold to Education Dynamics (2006) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or committee roles disclosed in the proxy . |
Fixed Compensation
Base salary and bonus targets
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | $460,000 | $475,000 (3% increase) |
| Target Bonus (% salary) | 75% | 75% |
| Actual Annual Bonus Paid | $172,500 | $356,250 (100% payout vs target) |
Multi‑year total compensation (SEC Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 460,000 | 1,916,048 | 1,216,017 | — | 6,840 | 3,598,905 |
| 2023 | 458,611 | 907,500 | — | 172,500 | 6,879 | 1,545,490 |
| 2024 | 472,116 | 1,539,580 | — | 356,250 | 9,669 | 2,377,615 |
Perquisites and other
- 401(k) match of $9,669 in 2024; no tax gross‑ups disclosed for him; perquisites limited to standard benefits .
- Company has no excise tax gross‑up policy and prohibits dividend payments on unvested equity .
Performance Compensation
Annual bonus (2024 design and outcome)
- Metric: Corporate Adjusted EBITDA (AEBITDA) with funding schedule set vs pre‑bonus AEBITDA; 100% target at $118,488,300 .
- Actual: Company achieved $119M pre‑bonus AEBITDA; bonus pool funded at 100% and Peyree received his full target bonus ($356,250) .
2024 equity grants and structure
| Award Type | Grant Date | Quantity | Vesting | Accounting Fair Value ($) |
|---|---|---|---|---|
| Time‑vested RSUs | 3/1/2024 | 17,000 | 3 equal annual installments starting 3/1/2025 | 679,660 |
| PSUs (stock‑price hurdles) | 3/1/2024 | 8,000 (thresh) / 16,000 (target) / 24,000 (max) | Earn 1/3 on each 45‑day average price hurdle achieved; vest 50% at certification, 50% one year later | 859,920 |
PSU performance hurdles and vesting mechanics (CEO and President program)
- Stock‑price hurdles over four years from grant: $41.17, $52.94 (target), $64.70; each tranche earns 33.33% of PSUs when the 45‑trading‑day average meets hurdle; then 50% vests at certification and 50% one year later .
- As of 12/31/2024, 8,000 PSUs met performance criteria (first hurdle) for Peyree; 4,000 scheduled to vest on May 16, 2025 and 4,000 on Sep 24, 2025 (time‑vesting) .
2024 realized equity vesting and exercises
| 2024 Activity | Shares | Value ($) |
|---|---|---|
| Stock awards vested (RSUs/PSUs) | 31,022 | 1,380,508 |
| Options exercised | 0 | — |
Equity Ownership & Alignment
Beneficial ownership and components (as of April 16, 2025)
- Total beneficial ownership: 136,794 shares; 1.0% of outstanding shares (13,535,034) .
- Includes 22,228 options exercisable within 60 days and 4,000 market‑condition RSUs scheduled to vest within 60 days .
Outstanding awards (12/31/2024 snapshot)
| Instrument | Status | Quantity | Notes |
|---|---|---|---|
| Stock options | Exercisable within 60 days | 22,228 | From prior grants; various strikes/terms . |
| RSUs (prior grants) | Unvested | 3,679; 13,750 | From 2023/2022 grants; with standard 3‑year schedules . |
| 2024 RSUs | Unvested | 17,000 | Vest 1/3 annually starting 3/1/2025 . |
| 2024 PSUs | Earned (perf met) not time‑vested | 8,000 | 4,000 vest 5/16/2025; 4,000 vest 9/24/2025; additional 8,000/16,000 remain unearned until price hurdles . |
Ownership policies and alignment
- Executive stock ownership guidelines: CEO 6x salary; other NEOs 1.5x–3x salary; individual compliance status not disclosed .
- Hedging prohibited; pledging generally prohibited absent approved exception; no pledging by Peyree disclosed .
- Director/NEO clawback policy effective Oct 25, 2023 per Nasdaq Rule 10D‑1 (restatement‑triggered recoupment) .
Vesting calendar and potential selling pressure (next 12–18 months)
| Date | Shares | Source |
|---|---|---|
| May 16, 2025 | 4,000 | PSUs (performance met; time‑vesting) |
| Sep 24, 2025 | 4,000 | PSUs (performance met; time‑vesting) |
| Mar 1, 2025/2026/2027 | ~5,667 per year | 2024 RSUs in 3 equal installments |
Employment Terms
Executive Severance Plan participation; double‑trigger CIC protection
- Peyree participates in LendingTree’s Executive Severance Plan; severance requires release of claims and adherence to restrictive covenants .
- Non‑compete and customer non‑solicit: generally 24 months post‑employment for NEOs (Bengel 12 months); employee non‑solicit 18 months (Bengel 12 months) .
- Change‑in‑control severance applies upon involuntary termination within 12 months of a CIC (double‑trigger) .
Hypothetical payments (as if termination on 12/31/2024)
| Scenario | Cash Severance ($) | Health Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| CIC without involuntary termination | — | — | 1,644,124 | 1,644,124 |
| Involuntary termination (no CIC window) | 475,000 | 23,572 | 938,525 | 1,437,097 |
| Involuntary termination within 12 months of CIC | 2,018,750 | 29,465 | 1,644,124 | 3,692,339 |
| Death or disability | — | — | 1,644,124 | 1,644,124 |
Board Service, Governance, and Dual‑Role Considerations
- Contrary to the prompt note, Peyree is not listed as a director or director nominee of LendingTree in the 2025 proxy; therefore, no LendingTree board service history or committee roles are disclosed for him, and director compensation is not applicable .
- Governance context: CEO Douglas Lebda serves as CEO and Chairman, with a Lead Independent Director (Steven Ozonian) chairing Audit and Compensation; 89% of nominees are independent .
- Executive and director ownership guidelines, clawback, hedging/pledging prohibitions, and majority voting are in place to support shareholder alignment .
Additional Program Design and Peer Context
- Compensation governance: independent Compensation Committee (FW Cook advisor), annual reviews, no repricing, no discounted or reload options, no guaranteed raises/bonuses .
- Peer groups: 2024 peer set of 22 marketplace/fintech/tech‑enabled companies; updated 2025 peer adds Upwork, Vivid Seats, ZipRecruiter, MoneyLion; no fixed percentile targeting; NEO target pay (except CHRO) set below median at start of year .
- Most important performance metrics for pay linkage: Stock price, Adjusted EBITDA, Revenue .
Investment Implications
- Pay‑for‑performance alignment: 2024 bonus fully tied to corporate AEBITDA and paid at 100% on $119M result; long‑term mix for Peyree is balanced with time‑vested RSUs and stock‑price PSUs that require sustained price appreciation (40%/80%/120% over the Jan 2, 2024 price) before earning—clear alignment and retention hooks via staggered vesting .
- Near‑term supply from vesting: 8,000 PSUs scheduled to settle in two tranches in 2025 plus ~5.7k RSUs per year from the 2024 grant could create modest selling pressure around vest dates, absent 10b5‑1 plans; he had 31,022 shares vest in 2024 and no option exercises, limiting immediate overhang from options .
- Retention and downside protection: Double‑trigger CIC, 24‑month non‑compete/non‑solicit, and multi‑year vesting support retention; however, meaningful CIC cash (>$2.0M) plus equity acceleration could be a consideration in strategic scenarios .
- Skin‑in‑the‑game: 136,794 shares beneficially owned (1.0%); options (22,228) and PSUs provide additional upside‑aligned exposure; hedging and pledging restrictions further enhance alignment .
- Governance sentiment: 97% say‑on‑pay support and strong independence/leadership structure (Lead Independent Director) reduce governance risk; ongoing emphasis on AEBITDA and capital discipline (de‑leveraging from 5.3x to 3.5x) complements incentives design .
Paywatch items: monitor PSU price‑hurdle progress and vesting dates, Form 4 activity around those dates, and any changes to the Executive Severance Plan that could alter CIC economics or restrictive covenants **[1434621_0001140361-25-015723_ny20046293x1_def14a.htm:37]** **[1434621_0001140361-25-015723_ny20046293x1_def14a.htm:44]** **[1434621_0001140361-25-015723_ny20046293x1_def14a.htm:46]** **[1434621_0001140361-25-015723_ny20046293x1_def14a.htm:47]**.