Tom Davidson
LendingTreeAbout Tom Davidson
Thomas M. Davidson, Jr. is 53 and has served as an independent director of LendingTree since 2017. He is Founder and CEO of Holt Street Holdings, and previously co-founded EverFi, serving as CEO from 2008–December 2021; EverFi was purchased by Blackbaud for $750 million, where he served as EVP and President of EverFi until September 2024, with EverFi later sold by Blackbaud in December 2024 . Davidson earlier served three terms in the Maine House of Representatives (1994–2000), chairing Utilities & Energy and serving on the Taxation, Banking & Insurance, and Business & Economic Development committees; the Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holt Street Holdings | Founder & Chief Executive Officer | Current | Technology leadership and executive management experience |
| EverFi, Inc. | Co‑Founder & Chief Executive Officer | 2008–Dec 2021 | Scaled SaaS edtech; company sold to Blackbaud for $750M |
| Blackbaud, Inc. | Executive Vice President; President of EverFi | Dec 2021–Sep 2024 | Led EverFi within Blackbaud; EverFi later sold by Blackbaud in Dec 2024 |
| Village Ventures | Venture Capitalist | 2007–2009 | Early-stage tech investing in education/social media |
| Maine House of Representatives | State Representative | 1994–2000 | Chair, Utilities & Energy; senior member of Taxation, Banking & Insurance, Business & Economic Development |
| DC Public Education Fund | Board Member (prior) | Not disclosed | Nonprofit governance experience |
External Roles
| Company | Role | Start–End | Committees/Notes |
|---|---|---|---|
| — | — | — | Other public company boards: None |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Technology & Product Advisory; Member, Transactions .
- Independence status: Independent under Nasdaq rules .
- Meeting cadence: Board held 4 meetings in FY2024; committees held Audit (4), Compensation (5), Nominating (3), Technology (0 official meetings in 2024; committee formalized Oct 30, 2024), Transactions (4) .
- Attendance: All then‑current directors attended at least 75% of aggregate Board/committee meetings in FY2024 .
- Lead Independent Director: Steven Ozonian; executive sessions of non‑executive directors occur at least quarterly .
Fixed Compensation
| Compensation Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 50,000 | Standard non‑employee director cash retainer |
| Annual Equity Retainer | 231,950 | 5,000 RSUs granted to each director in 2024 |
| Committee Chair Fees | 13,000 (Nominating & Governance) | Chair fee levels: Audit 25,000; Compensation 20,000; Nominating 13,000; Technology 10,000 |
| Committee Member Fees | 10,000 (per Audit/Comp/Nominating membership) | Technology Advisory: $2,500 per quarter when meetings held; Transactions: $2,500 per year |
| Lead Independent Director Fee | 35,000 | Additional role-based cash fee |
| Total Comp Cap | 640,000 | Annual cap on non‑employee director compensation |
| Stock Ownership Guideline | 5x annual cash retainer | Expected within 5 years; compliance status not disclosed for individuals |
| Davidson 2024 Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned/Paid in Cash | 75,500 | Includes Board retainer, chair/member fees; plus $10,000 for Technology & Product Advisory Group services prior to formal committee establishment |
| Stock Awards (RSUs) | 231,950 | 5,000 RSUs granted June 12, 2024; vest at earliest of annual meeting, first anniversary, change-in-control, death/disability |
| Total | 307,450 | Sum of cash and stock award fair value |
| Davidson 2024 Equity Grant Details | Grant Date | Shares (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU Retainer | Jun 12, 2024 | 5,000 | 231,950 | Earliest of Annual Meeting, 1‑year anniversary, change‑in‑control, death/disability |
Performance Compensation
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Non‑employee director compensation uses fixed cash retainers, chair/member fees, and time‑vested RSUs; no performance‑based metrics disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlaps/Interlocks |
|---|---|---|---|
| — | — | — | Davidson holds no other public company directorships; interlock risk minimal |
Expertise & Qualifications
- Technology/product and executive management expertise; government affairs background from legislative service .
- Brings platform/digital and policy perspectives aligned with LendingTree’s marketplace and regulatory context .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 17,071 shares | Includes 3,932 options exercisable within 60 days and 5,000 RSUs scheduled to vest within 60 days; <1% of shares outstanding |
| Options Outstanding (FY‑end 2024) | 3,932 | Director outstanding options at Dec 31, 2024 |
| RSUs Outstanding (FY‑end 2024) | 5,000 | Director RSUs outstanding at Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy | Company prohibits hedging and pledging by directors/officers (exceptions require Legal approval); no pledges disclosed for Davidson |
| Ownership Guideline | 5x annual cash retainer | Individual compliance status not disclosed |
Governance Assessment
- Positive signals: Independent status; chairs Nominating & Governance (oversight of board composition and ESG); active on Transactions and Technology committees, indicating broad strategic engagement . Standard director comp mix with meaningful RSUs aligns interests; ownership guideline supports alignment .
- Engagement: Board met 4 times in FY2024; all directors met at least 75% attendance threshold; independent committees meet in closed session, with strong Lead Independent Director structure .
- Potential red flags: A one‑time $10,000 payment for Technology & Product Advisory Group services prior to formal committee establishment may be viewed as discretionary comp outside standard fee schedule; however, it was disclosed and tied to documented meetings of the advisory group (four times in 2024) . No related‑party transactions involving Davidson were disclosed; the company did disclose compensation to the CEO’s spouse (Head of Corporate Communications/SEO), which is a company‑level governance consideration but not linked to Davidson .
- Overall: Davidson’s committee leadership and independence support board effectiveness; compensation structure for directors is conventional and equity‑weighted, with clear ownership guidelines and anti‑hedging/pledging policies, reinforcing investor alignment .