Steve Ozonian
LendingTreeAbout Steve Ozonian
Steve Ozonian, age 69, is LendingTree’s Lead Independent Director and has served on the Board since 2011, currently chairing both the Audit Committee and the Compensation Committee . He was designated Lead Independent Director in November 2016 with defined responsibilities including presiding over executive sessions at least quarterly and approving Board agendas and schedules . The Board has affirmed his independence under Nasdaq standards . Background: CEO of Williston Financial Group; prior leadership roles include Chairman/CEO of Prudential’s real estate businesses, CEO of Realtor.com, and National Homeownership Executive at Bank of America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential real estate and related businesses | Chairman & CEO | Not disclosed | Large public company leadership and M&A expertise cited |
| Realtor.com | CEO | Not disclosed | Industry/operating leadership |
| Bank of America | National Homeownership Executive | Not disclosed | Homeownership industry expertise |
| Global Mobility Solutions | Chairman of the Board | Not disclosed | HR and real estate services governance |
| LendingTree (RealEstate.com division) | CEO, proprietary brokerage; resigned March 2011 | 2010–2011 | Joined division after resigning Board; division later closed |
External Roles
| Organization | Role | Public Listing | Tenure | Notes |
|---|---|---|---|---|
| Williston Financial Group | CEO & Director | Private | Not disclosed | Current role |
| loanDepot, Inc. | Director | NYSE: LDI | Not disclosed | Current public company board |
| Attom Data | Director | Private | Not disclosed | Real estate data services |
| Inside Real Estate | Director | Private | Not disclosed | Real estate software services |
Board Governance
- Independence: Ozonian is classified as independent under Nasdaq standards .
- Lead Independent Director: Designated Nov 2016, with authorities to preside when the Chair is absent, lead executive sessions at least quarterly, approve agendas/schedules, ensure timely information, liaise with non-executives, oversee annual Board evaluation, and be available for shareholder consultations .
- Meetings and Attendance (FY 2024): Board met 4 times; all then-current directors attended at least 75% of Board and committee meetings .
- Committee Memberships and FY2024 Meetings:
- Audit Committee (Chair: Steve Ozonian): 4 meetings; members are independent and financially literate; Ozonian and Thompson qualify as “audit committee financial experts” .
- Compensation Committee (Chair: Steve Ozonian): 5 meetings; all members independent; committee oversees exec and director compensation; Ozonian previously served briefly as a LendingTree officer (2010–2011) noted in interlocks disclosure .
- Nominating & Corporate Governance: 3 meetings; all members independent .
- Technology & Product Advisory: Committee established Oct 30, 2024; 0 meetings in FY 2024 .
- Transactions Committee: 4 meetings .
- Risk oversight: Audit oversees financial reporting/internal controls/cybersecurity; Compensation oversees risks from compensation; Nominating & Governance oversees Board composition and ESG; full Board oversees material ESG risks .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Annual Board Cash Retainer | $50,000 |
| Lead Independent Director Additional Fee | $35,000 |
| Audit Committee Chair Fee | $25,000 |
| Compensation Committee Chair Fee | $20,000 |
| Total Cash (Fees Earned) | $130,000 |
- Director compensation program overseen by Compensation Committee with support from independent consultant FW Cook .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date FMV | Vesting |
|---|---|---|---|---|
| Annual Equity Retainer (RSUs) | June 12, 2024 | 5,000 | $231,950 | Vests on earliest of: Annual Meeting date, first anniversary of grant, change in control, death or disability |
- Annual equity retainer structure standardized across non-employee directors (no director elected deferral of comp; plan terminated April 2024; annual director comp capped at $640,000) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Consideration |
|---|---|---|
| loanDepot, Inc. (NYSE: LDI) | Ozonian is a director | LendingTree operates marketplaces that include consumer lending; oversight of related-party transactions policy is with Audit Committee for >$120,000 transactions |
No specific related-party transactions involving Ozonian were disclosed; the Company’s policy requires Audit Committee review for any >$120,000 transactions with related persons .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; financial sophistication per Nasdaq standards .
- Executive leadership and M&A: Large public company leadership and mergers & acquisitions expertise .
- Industry knowledge: Deep experience across homeownership, real estate technology/data, and consumer lending ecosystems .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class | Breakdown/Notes |
|---|---|---|---|
| Steven Ozonian | 20,153 | <1% | Includes 4,369 options exercisable within 60 days; 5,000 RSUs scheduled to vest within 60 days (aligned with 2025 Annual Meeting timing) |
- Outstanding director awards at FY-end 2024: Options 5,169; RSUs 5,000 .
- Director stock ownership guideline: Minimum 5x annual cash retainer; expected to be met within five years of joining Board; three-year window if retainer increases .
- Hedging and pledging: Hedging prohibited; pledging/margin-holding prohibited without explicit prior approval from Legal; policy applies to directors and officers .
Governance Assessment
- Strengths:
- Lead Independent Director with robust authorities and quarterly executive sessions; enhances Board independence and oversight .
- Chairs both Audit and Compensation—central to financial reporting integrity and pay governance; Audit members are independent and financially literate, with Ozonian designated financial expert .
- Clear related-party transaction policy and Audit Committee review for significant related transactions .
- Strong director ownership guideline (5x cash retainer) and prohibition on hedging/pledging; supports alignment .
- 2024 say-on-pay support ~97% “FOR”; reflects investor confidence in compensation oversight (Ozonian chairs Compensation) .
- Watch items / RED FLAGS:
- Compensation Committee interlocks disclosure notes Ozonian briefly served as a LendingTree officer (Nov 2010–Mar 2011). While current independence is affirmed, prior employment may warrant continued vigilance in committee independence optics .
- External public directorship at loanDepot (LDI) operates in consumer lending—a marketplace adjacency to LendingTree; ensure continued adherence to related-party transaction policy and conflict management if commercial interactions arise .
Director Compensation Detail (FY 2024)
| Metric | Value |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards (RSUs grant-date value) | $231,950 |
| Total | $361,950 |
Board & Committee Activity (FY 2024)
| Body | Meetings | Chair | Independence Notes |
|---|---|---|---|
| Board of Directors | 4 | Douglas Lebda (Chair) | All directors attended ≥75% of aggregate meetings; majority independent |
| Audit Committee | 4 | Steven Ozonian | Independent; Ozonian and Thompson are audit committee financial experts |
| Compensation Committee | 5 | Steven Ozonian | Independent; administers Clawback Policy; oversees executive/director comp |
| Nominating & Corporate Governance | 3 | Thomas M. Davidson, Jr. | Independent; oversees ESG governance |
| Technology & Product Advisory | 0 (est. Oct 30, 2024) | Diego Rodriguez | Independent |
| Transactions Committee | 4 | Douglas Lebda | Capital structure, acquisitions/divestitures oversight |
Policies & Investor Signals
- Clawback: Adopted Oct 25, 2023 per Nasdaq/Exchange Act Rule 10D requirements; applies to Covered Executives; Compensation Committee administers .
- Say-on-Pay: 2024 advisory vote ~97% approval; annual cadence favored by shareholders .
- Equity Award Timing & Controls: Grants aligned to post-earnings timing; no option repricing, discounted or reload options; fair market value at closing price .
Overall, Ozonian’s dual chair roles and Lead Independent Director position signal strong governance engagement and oversight, balanced by standard conflict controls and independence affirmations. Continuous monitoring is advised for any ecosystem interlocks (e.g., loanDepot) and sustained committee independence optics given his historical officer stint .