UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

LegalZoom.com, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Stockholders

		DATE: June 8, 2022				TIME: 9:00 a.m. Pacific Time				LOCATION: www.proxydocs.com/LZ

To Our Stockholders:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of LegalZoom.com, Inc. (“LegalZoom” or the “Company”) on Wednesday, June 8, 2022 at 9:00 a.m., Pacific Time, online via live audio webcast by visiting www.proxydocs.com/LZ (the “Annual Meeting”) for the following purposes:

The Company’s board of directors has determined to hold the Annual Meeting virtually. We believe that this is the right choice for LegalZoom, given the ongoing COVID-19 pandemic as it safeguards the health and safety of Annual Meeting participants and LegalZoom personnel by allowing them to participate from any location.

Stockholders of record as of the close of business on April 14, 2022 are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting, or any adjournment or postponement thereof. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) and a form of proxy card or voting instruction card (together, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you. This distribution process is more resource- and cost-efficient. The Notice is first being mailed, and the proxy materials are first being made available, to our stockholders on or about April 28, 2022.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.proxydocs.com/LZ. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.proxydocs.com/LZ. You will also be able to vote your shares electronically at the Annual Meeting by visiting www.proxydocs.com/LZ. and clicking the appropriate link from the Annual Meeting platform. A list of stockholders of record will be available online during the Annual Meeting, which stockholders will be able to view by referring to the Annual Meeting platform. In addition, during the ten days prior to the Annual Meeting, at our principal executive offices located at 101 North Brand Boulevard, 11^th Floor, Glendale, CA 91203. If, as a result of the COVID-19 pandemic, our offices are not generally open to access by the public during the ten days prior to the Annual Meeting,

stockholders may request to review a list of stockholders of record as of April 14, 2022, the record date for the Annual Meeting, for any purpose germane to the Annual Meeting by contacting Investor Relations at investor@legalzoom.com.

To attend the Annual Meeting, vote, submit questions or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 12-digit control number included on their proxy card or Notice. Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 8:45 a.m. Pacific Time on Wednesday, June 8, 2022. On the day of the Annual Meeting, if you experience technical difficulties either during the check-in process or during the Annual Meeting, please call the technical support number that will be posted in your instructional email you will receive after registration.

YOUR VOTE IS IMPORTANT. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend our virtual Annual Meeting online.

				By Order of the Board of Directors,     Nicole Miller General Counsel & Secretary Glendale, CA April 28, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2022

The notice, the proxy statement and the Company’s Annual Report are available at

www.proxydocs.com/LZ

Table of Contents

i

Annual Meeting of Stockholders
		DATE AND TIME:   June 8, 2022 at 9:00 a.m. Pacific Time		LOCATION:   Online at www.proxydocs.com/LZ		RECORD DATE:   April 14, 2022

Voting Matters

Board Snapshot – Director Nominees and Continuing Directors

Proxy Statement Summary

Independence		Racial / Ethnic Diversity		Gender Diversity

Corporate Governance Highlights

LegalZoom is committed to sound corporate governance practices that promote the long-term interests of our stockholders. Some of our key corporate governance practices and policies are summarized below:

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our amended and restated certificate of incorporation provides that the size of our board of directors may be set from time to time by our then current board of directors. Our board of directors currently consists of ten members. Our amended and restated certificate of incorporation and bylaws classifies our board of directors into three classes of directors, serving staggered three-year terms of office. Our board of directors has the exclusive power to fix the number of directors in each class. Directors designated as Class I directors have initial terms expiring at this Annual Meeting. Directors up for reelection at the Annual Meeting may be elected to a new three-year term expiring in 2025. Directors designated as Class II directors have initial terms expiring at our 2023 Annual Meeting of Stockholders. Directors up for reelection at our 2023 Annual Meeting of Stockholders will be elected to a new three-year term expiring in 2026. Directors designated as Class III directors have initial terms expiring at our 2024 Annual Meeting of Stockholders. Each director whose term expires at the 2024 Annual Meeting of Stockholders will be elected to a new three-year term expiring in 2027.

The three Class I director nominees up for election or reelection at this Annual Meeting are Mr. Dipan Patel, Mr. Neil Tolaney and Ms. Christine Wang. Mr. Patel and Ms. Wang each currently serve as Class I directors of the Company’s board. As previously disclosed, as part of a broader planned governance rotation on the Board, on March 9, 2022, the Board nominated Mr. Tolaney to serve as a Class I director upon his election by the stockholders at this Annual Meeting, and appointed Ms. Sivan Whiteley to serve as a Class II director, effective March 18, 2022, until the next election of Class II directors at the Company’s 2023 annual meeting of stockholders. In addition, Mr. David Yuan resigned from the Board effective March 18, 2022, and Mr. Khai Ha is not standing for re-election at this Annual Meeting. Messrs. Yuan and Ha each served on the Company’s board since 2018. We would like to extend our appreciation to Messrs. Yuan and Ha for their valuable contributions to the Company during their years of service on the board. Below is biographical and other information as of the record date with respect to our director nominees and continuing directors:

Board of Directors and Corporate Governance

NOMINEES FOR ELECTION TO A THREE-YEAR TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

				Dipan Patel PARTNER AT PERMIRA   Biography: Dipan Patel serves as a partner at Permira, a leading global private equity firm, and has been with the firm since October 2009. He is Head of Global Consumer and serves on the Investment Committee and Executive Committee. Prior to that, Mr. Patel worked for The Gores Group LLC and Lehman Brothers Holdings Inc. Mr. Patel also serves on the boards of directors of Adevinta, ASA, a global online classifieds specialist company publicly-listed on the Oslo Stock Exchange, The Knot Worldwide, Boats Group, Axiom and Catawiki. Mr. Patel holds a B.A. in economics from the University of Cambridge.   Qualifications and Skills: We believe that Mr. Patel’s experience with and knowledge of technology and media companies and his private equity background qualifies him to serve on our board of directors.
Director Since: 2014   Age: 39   Other Public Company Boards (current): • Adevinta, ASA   Board Committees: • Compensation Committee
				Neil Tolaney GENERAL PARTNER AT TECHNOLOGY CROSSOVER VENTURES   Biography: Neil Tolaney is a General Partner at Technology Crossover Ventures (“TCV”), a growth equity firm focused on investments in public and private technology companies. Mr. Tolaney first joined TCV in 2011 and served as Vice President, Growth Equity from 2011 to 2013, and rejoined in March 2020. Prior to rejoining TCV in 2020, Mr. Tolaney was a Deal Partner at Francisco Partners from 2016 to 2020 and Managing Director at PersonalizationMall.com from 2013 to 2016. Mr. Tolaney holds a B.A. in economics and political science, magna cum laude, from Yale University and an M.B.A. from Harvard Business School.   Qualifications and Skills: We believe that Mr. Tolaney’s private equity expertise and his investing and operating experience in the consumer internet space qualifies him to serve on our board of directors.
Director Since: Nominee   Age: 39   Other Public Company Boards (current): • None   Board Committees: • None • Subject to his election, Mr. Tolaney is expected to serve on the Audit Committee

Board of Directors and Corporate Governance

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING OF STOCKHOLDERS

Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

Board Qualifications and Diversity

Our board determines the appropriate characteristics, skills and experience for the board as a whole and for its individual members. The Nominating and Corporate Governance Committee periodically reviews, and recommends to our board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. When considering director nominees, including incumbent directors for reelection, the Nominating and Corporate Governance Committee uses the criteria approved by the board. The board reviews candidates for director nomination in the context of the current composition of the board, the Company’s operating requirements and the long-term interests of the Company’s stockholders. In 2021, the Company engaged Russell Reynolds, a third-party director search firm, to identify and evaluate potential director candidates based on the criteria and principles described below.

The board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and the ability to understand the Company’s industry and business. In considering candidates recommended by the Nominating and Corporate Governance Committee, the board also considers other factors, such as:

The Company endeavors to have a board representing diverse backgrounds and a wide range of professional experience in areas that are relevant to the Company’s business and its status as a public company. Accordingly, the board is committed to seeking out highly qualified candidates of diverse gender and race, as well as taking into account other factors that promote principles of diversity, including diversity of a candidate’s perspective, background, nationality, age, sexual orientation, and other demographics. The board also assesses its effectiveness in balancing these considerations as part of the annual board self-evaluation process. We believe our board is well positioned to provide effective oversight and strategic advice to our management.

The following chart sets forth the board diversity information required by Nasdaq for our directors:

Board of Directors and Corporate Governance

Director Independence

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that all of our current directors except Mr. Wernikoff, our Chief Executive Officer, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the listing requirements of The Nasdaq Stock Market LLC. In addition, the board determined that Mr. Ha and Mr. Yuan were independent during the period in 2021 during which they served on the board. Mr. Yuan resigned from the board effective March 18, 2022 and Mr. Ha is not standing for re-election at this Annual Meeting. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director.

Director Nomination Rights

In June 2021 in connection with the Company’s initial public offering ( “IPO”), we entered into a director nomination agreement (the “Director Nomination Agreement”) with each of (i) LucasZoom, LLC (collectively with its affiliated investment entities, “Permira”) and (ii) FPLZ I, L.P. and FPLZ II, L.P. (together with FPLZ I, L.P. and their affiliated investment entities, “FP”, and together with Permira, the “Lead Sponsors”) to provide certain rights with respect to their ability to designate members of our board of directors (the “Sponsor Designees”).

Pursuant to the Director Nomination Agreement, we have the obligation to support the nomination of, and to cause our board of directors to include in the slate of nominees recommended to our stockholders for election, a number of designees equal to at least: (i) two individuals for so long as each Lead Sponsor continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 50% of the shares of common stock owned by such Lead Sponsor immediately following the completion of the IPO and (ii) one individual for so long as each Lead Sponsor continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 25% but less than 50% of the shares of common stock owned by such Lead Sponsor immediately following the completion of the IPO.

The nomination of each Sponsor Designee is subject to the reasonable and good faith determination of a majority of our disinterested directors, after consultation with our outside legal counsel, that such Sponsor Designee is qualified to serve as a member of our board of directors under applicable laws, the rules of the Nasdaq Stock Market LLC, our amended and restated bylaws and any of our company policies. If a Sponsor Designee resigns from his or her seat on our board of directors or is removed or does not become a director for any reason, the vacancy will be filled by the election or appointment of another Sponsor Designee of the applicable Lead Sponsor as soon as reasonably practicable, subject to compliance with applicable laws, rules and regulations.

Mr. Deb, Mr. Patel, Mr. Ruder and Ms. Wang were nominated as Sponsor Designees following the completion of the IPO.

Procedures for Recommending Individuals to Serve as Directors

The Nominating and Corporate Governance Committee also considers director candidates recommended by LegalZoom’s stockholders. Any stockholder who wishes to propose director nominees for consideration by our Nominating and Corporate Governance Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by sending each proposed nominee’s name and a description of his or her qualifications for board membership to the chair of the Nominating and Corporate Governance Committee by sending an email to investor@legalzoom.com or in writing, c/o our General Counsel & Secretary, LegalZoom.com, Inc., 101 North Brand Boulevard, 11^th Floor, Glendale, CA 91203. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our amended and restated bylaws (“bylaws”) (which can be provided free of charge upon request by writing to our General Counsel and Secretary at the address listed above). The Nominating and Corporate Governance Committee evaluates nominee proposals submitted by stockholders in the same manner in which it evaluates other director nominees.

Board of Directors and Corporate Governance

Board Leadership Structure

Currently, the roles of board chair and Chief Executive Officer are separated, and our board chairperson is independent. Our board exercises its judgment in combining or separating the roles of chairperson of the board and Chief Executive Officer in the manner that it determines to be in the best interests of the Company and its stockholders and in accordance with the Company’s stockholder agreements. Our corporate governance guidelines provide that if the chairperson of the board is a member of management or does not otherwise qualify as independent, the independent directors of the board may elect a lead independent director. If any such lead independent director is elected, his or her responsibilities include, but are not limited to: presiding over all meetings of the board of directors at which the chairperson is not present, including any executive sessions of the independent directors; acting as the liaison between the independent directors and the chief executive officer and chairperson of the board of directors; and such additional duties as our board of directors may otherwise delegate. Because our chairperson is independent, the board has not elected a lead independent director at this time. Our corporate governance guidelines further provide the flexibility for our board of directors to modify our leadership structure in the future, as it deems appropriate.

The board believes that its current leadership structure, in which the roles of chairperson and Chief Executive Officer are separated, best serves the board’s ability to carry out its roles and responsibilities on behalf of our stockholders. The board believes this structure provides an effective balance between strong company leadership and oversight by independent directors, by enabling our Chief Executive Officer to focus on our business strategy and operations, while leveraging our independent chairperson’s experience and allowing the chairperson to focus on governance of our board. The board periodically reviews its leadership structure to determine whether it continues to best serve the Company and its stockholders.

Executive Sessions

In order to promote open discussion among independent directors, our board holds executive sessions of independent directors at least quarterly, which sessions are chaired by our independent board chairperson.

Board of Directors and Corporate Governance

Committees of the Board of Directors

Our board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees are each described below. Each of our board’s committees acts under a written charter, which was adopted and approved by our board of directors. Copies of the committees’ charters are available on our website at https://investors.legalzoom.com/corporate-governance/documents-charters.

Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

Committee Meetings and Attendance

Our IPO closed on July 2, 2021. During the year ended December 31, 2021, following the IPO our board of directors held two meetings; our Audit Committee held four meetings; our Compensation Committee held two meetings; and our Nominating and Governance Committee held no formal meetings, though it held regular briefing calls to discuss director recruitment matters. Except for Mr. Deb, each of our incumbent directors attended at least 75% of the meetings of our board of directors and the respective committees of which he or she was a member held during the period such incumbent director was a director during the year ended December 31, 2021. Mr. Deb attended 100% of the meetings of our board of directors and 50% of the meetings of the compensation committee held during the period he was a director and member of the committee. In addition, directors are expected to attend the Annual Meeting absent unusual circumstances. The Company did not hold an Annual Meeting of Stockholders during 2021 because none of our stock was publicly traded prior to the IPO, and directors were re-elected by written consent in accordance with Delaware law.

Risk Oversight

A core responsibility of our board is to oversee the management of major risks facing the Company and the establishment and maintenance of processes and controls to manage these risks and maintain the integrity of the Company and promote its long-term success. In general, management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, data privacy and financial risks, while our board, as a whole and through its committees, is responsible for the oversight of our risk management framework. Consistent with this approach, the Company has established a management-level enterprise risk management committee (the “ERM Committee”), which is led by senior executives and chaired by our General Counsel, that meets monthly and is responsible for establishing and maintaining the Company’s enterprise wide risk management framework and identifying, managing and mitigating risks in all areas of the Company’s business, including but not limited to information security and cybersecurity, data privacy, competition and regulation.

The Audit Committee reviews and discusses with the Chair of the ERM Committee and our independent auditors on a quarterly basis the Company’s ERM framework, the Company’s processes and policies on risk identification, management and assessment of risk, and the steps taken by management to monitor, mitigate or otherwise control risk exposures and to identify future risks. In addition, members of the ERM Committee and our Director of Information Security report regularly to the Audit Committee regarding cybersecurity and data privacy risk management processes and activities, and on the adequacy and effectiveness of the Company’s information security policies and practices and internal controls regarding information security. Other areas of focus for the Audit Committee include the Company’s policies and other matters relating to the Company’s investments, cash management and foreign exchange management, and major financial risk exposures. Our Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions.

Our Compensation Committee has responsibility to review the risks arising from our compensation policies and practices applicable to all employees and evaluate policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. These committees provide regular reports on our risk management practices to our full board, as necessary. Our board believes that the Company’s current leadership structure supports its risk oversight function.

Environmental, Social and Governance and Human Capital Management

We believe everyone should have access to legal help when they need it, and take seriously the responsibility that comes with our mission of democratizing law. As such, our commitment to environmental, social and governance (“ESG”) matters and our people-first focus is embedded in our culture and serves as a guide to how we do business and create long-term value. At the board level, our Nominating and Corporate Governance Committee has overall responsibility for overseeing the Company’s ESG activities in coordination with other committees and the full board, as appropriate. To further strengthen oversight of ESG, in 2022, management plans to establish a cross-functional management-level steering committee led by senior executives and chaired by our General Counsel, to meet regularly to guide the Company’s ESG initiatives and which will report regularly

Board of Directors and Corporate Governance

to the Nominating and Governance Committee. The Compensation Committee has overall responsibility for human capital management related matters, including evaluating the efficacy of the Company’s compensation policy and strategy in achieving gender pay parity, positive social impact and attracting a diverse workforce.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

According to the Center for American Progress, 40-60% of the middle class have legal needs that go unmet, which contributes to economic and entrepreneurial inequality, especially in under-represented communities. The cost and complexity of legal assistance is daunting for many without the financial means and legal training. In the early 2000s, we set out to make legal resources more accessible and disrupt an industry many believed couldn’t be disrupted given the rules and regulations of the legal system. We built a platform of technology and people to demystify and simplify complicated processes, creating user-friendly and cost-effective experiences for our customers while keeping their data and privacy top-of-mind. We are committed to continuing to work so that anyone with a dream can protect their business, family and creative work by accessing our small business, compliance, estate planning, tax, and intellectual property products.

Finally, in November 2021, we launched our first, global inaugural impact week—a full week of service for our employees to participate in dedicated to education, volunteering activities, and giving campaigns to the initiatives and causes that our employees care most about.

Aside from our social initiatives, we also find environmental issues to be important. We are committed to clean, renewable energy. In our Austin, Texas office, we have installed a 520 kW solar electric system. This produces 756,000 kWh of energy per year. The environmental impact amounts to an annual reduction of 1,180,000 pounds, or 536 tons of carbon dioxide emissions, an environmental benefit equivalent to planting 8,000 carbon-sequestering trees.

Board of Directors and Corporate Governance

Data security and privacy is also important to our operations. We strive to meet or exceed expectations with respect to maintaining the confidentiality of the information in our possession. Our customers and employees trust us with their most sensitive information, including business plans, intellectual property, tax information, and the intimate details of their personal documents, for example wills. To help ensure the security of this data, we have implemented security practices that maintain physical, technical and administrative safeguards. We also conduct regular risk assessments to evaluate the effectiveness of our program to help ensure that we are continuing to expand and adapt to a changing threat landscape.

We are equally committed to protecting our customers’ privacy. As part of this commitment, we have adopted data stewardship principles that inform our partnerships with third parties and other data sharing arrangements. These principles, which are based on principles of transparency and consent, align with our commitment to never sell our customers’ data. We conduct robust privacy reviews of our vendors for new or modified internal processes. Finally, despite the invalidation of Privacy Shield, we have opted to continue to participate in third-party audits of our privacy practices to help supplement our internal privacy program activities.

HUMAN CAPITAL MANAGEMENT

At LegalZoom, one of our core values is people first. By that, we not only mean caring for and protecting the millions of customers we have served since inception, but also welcoming and supporting our employees by fostering an inclusive, flexible environment that focuses on the wellness of our employees, and investing in and rewarding high performance.

Diversity, Equity and Inclusion

Employee Wellness

We made an abrupt change in March 2020, in the face of the global COVID-19 pandemic, to move all of our non-essential workers to a remote, work-from-home environment. The primary drive for all decision-making in the face of the pandemic has been focused on employee wellness. We’ve remained agile to accommodate the ever-changing needs of our employees as well as the changing nature of the pandemic. In addition, during the pandemic, to support our employees we provided ten emergency paid sick days for employees to use if they have been impacted by COVID-19 in any way and provided paid transportation via ridesharing apps for essential workers who would normally take public transportation. In November 2021, we announced our first-ever wellness break as a new benefit to our US-based employees, providing them with a week of continuous paid-time off to focus on holistic wellness and what matters to them most. This was followed by an announcement and open enrollment of our new competitive benefits offerings for our U.S. workforce for 2022, including additional time off, increased LegalZoom premium contributions, including options for 100% employer-paid dental, medical, and vision, increased coverage, new fertility benefits, and expanded mental and physical wellness benefits.

Board of Directors and Corporate Governance

Flexibility

High-performance Culture

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our corporate website at https://investors.legalzoom.com/corporate-governance/documents-charters. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.

Corporate Governance Guidelines

Our board has adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which our board of directors and its committees operate. These principles cover a number of areas, including the role of our board of directors, board composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, CEO evaluation, succession planning, annual board assessments, board committees, director orientation and continuing education and others. A copy of our corporate governance guidelines is available on our website at https://investors.legalzoom.com/corporate-governance/documents-charters.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our compensation committee.

Prohibitions on Hedging and Pledging Transactions

Our Insider Trading Policy specifically prohibits our directors and officers and members of their immediate families and households and such persons’ controlled entities from engaging in short sales, transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities, and hedging transactions. Our Insider Trading Policy also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Board of Directors and Corporate Governance

Communications with Directors

Stockholders and other interested parties who wish to communicate with our board or any individual director may send a written communication to the board or such director c/o LegalZoom.com, Inc., 101 North Brand Boulevard, 11^th Floor, Glendale, CA 91203, Attn: Secretary. The Secretary will review each communication and will forward such communication to the board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations, or is unduly hostile, threatening or similarly inappropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires our directors, officers, and persons that own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10 percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based on our review of the copies of such filings and based on written representations, we believe that all reports required to be filed pursuant to Section 16(a) of the Exchange Act with respect to the year ending December 31, 2021 were filed with the SEC on a timely basis, except for the following: one Form 4 filing reporting a single transaction for Elizabeth Hamren, due to administrative difficulties. The form was subsequently filed with the SEC.

Non-Employee Director Compensation

Prior to our IPO, we did not maintain a formal compensation policy with respect to service on our board of directors. However, in 2021 prior to our IPO, we paid fees to certain of our non-employee directors for their service on our board of directors and reimbursed our non-employee directors for direct expenses incurred in connection with attending meetings of our board of directors or its committees.

ELIGIBLE DIRECTOR COMPENSATION POLICY

In June 2021, our board of directors approved our Eligible Director Compensation Policy (the “Policy”) which became effective upon the effectiveness of our IPO (the “Effective Date”). The Policy provides each member of our board of directors who is not also serving as our employee or as an employee of any of our subsidiaries and is not associated with or nominated by a private equity fund, venture capital fund or other entity that owned shares of our capital stock prior to the Effective Date, or each Eligible Director, with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on the board of directors. Additional fixed annual cash retainer fees are paid to Eligible Directors for committee membership and chairperson service.

The Eligible Directors eligible to participate in the Policy are Liz Hamren, John Murphy and Sivan Whiteley.

Certain principal features of the compensation provided under the Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the Policy.

Board of Directors and Corporate Governance

Annual Cash Compensation

The annual cash compensation amounts set forth below are payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each quarter in which the service occurred. The first quarterly installment payable after the Effective Date to Eligible Directors in office as of the Effective Date was pro-rated for the partial quarter measured from the Effective Date to the last day of the quarter. Further, if an Eligible Director joins the board of directors or a committee thereof at a time other than effective as of the first day of a quarter, his or her first quarterly installment will be pro-rated based on days served in the applicable quarter. All annual cash fees are vested upon payment.

Prior to the start of each year beginning after the Effective date, an Eligible Director may elect to receive 100% of his or her annual cash compensation for the next year as RSUs under our 2021 Equity Incentive Plan (the “2021 Plan”) or any successor equity plan for that number of shares equal to (a) the projected annual cash compensation for such Eligible Director for the year based on board of director and committee membership as of the first day of such year divided by (b) the average closing price of our common stock, as reported on the Nasdaq Stock Exchange, over the 30 calendar day period ending five calendar days before the date of grant (the “Share Price”). Any such RSU grant is referred to as the “Optional RSU Grant.” We reimburse all of our directors for their travel expenses incurred in attending meetings of our board of directors and/or its committees.

Equity Compensation

Without any further action of the board of directors, each person who was serving as an Eligible Director as of the Effective Date or who, after the Effective Date, is elected or appointed for the first time to be an Eligible Director will automatically, upon the Effective Date or the date of his or her initial election or appointment, as applicable, be granted an RSU for that number of shares of our common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such initial grant will vest in a series of equal annual installments on the first, second and third anniversary of the date of grant, provided in each case that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action of the board of directors, at the close of business on the date of each annual meeting of our stockholders (or, with respect to 2021, the Effective Date), each person who is then an Eligible Director will automatically be granted an RSU for that number of shares of common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action of the board of directors, each person who, after the Effective Date, is elected or appointed for the first time to be an Eligible Director on a date other than at an annual stockholder meeting will automatically, on the date of his or her initial election or appointment to be an Eligible Director, be granted an RSU for that number of shares of our common stock equal to (i) $200,000 multiplied by a fraction, the numerator of which is the number of days between such date of appointment or election and the next June 1, divided by

Board of Directors and Corporate Governance

(ii) the Share Price, rounded down to the nearest whole share. Each such pro-rated annual grant will vest in a single installment on the earlier to occur of (a) the close of business on the day before our next annual meeting of stockholders and (b) the next June 1, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Notwithstanding the foregoing, for each Eligible Director in office as of immediately prior to the closing of a Change in Control (as defined in the 2021 Plan), his or her then-outstanding equity awards granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.

2021 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding the compensation earned for service on our board of directors by our non-employee directors during 2021. Mr. Wernikoff also served on our board of directors, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. The compensation for Mr. Wernikoff as an executive officer is set forth above under “—Summary Compensation Table.”

There are three Class I directors whose term of office expires at the Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our board has approved, Mr. Dipan Patel, Mr. Neil Tolaney and Ms. Christine Wang as nominees for election as Class I directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2025 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under the “—Composition of the Board of Directors” above. Mr. Patel and Ms. Wang are currently directors and were each appointed to our board prior to our IPO. Mr. Tolaney was recommended by a Company stockholder, and on March 9, 2022, the board nominated him to serve as a Class I director upon his election by the stockholders at this Annual Meeting. Each nominee has consented to serve as a director, if elected, and we have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board.

Each director is elected by a plurality of the votes cast. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Stockholders may vote “For” any or all of the nominees or “Withhold” with respect to any or all of the nominees named in this Proposal 1. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

		OUR BOARD, UPON THE RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The following individuals constitute our executive officers*:

* As of the proxy filing date.

Dan Wernikoff has served as our Chief Executive Officer since October 2019. From March 2019 to August 2019, Mr. Wernikoff served as a Venture Partner at TCV. From 2003 to October 2018, Mr. Wernikoff held various general manager roles at Intuit Inc., most recently serving as Executive Vice President and General Manager of Intuit’s Consumer Tax Group from May 2016 to May 2018. Before that role he was the General Manager of the Small Business Group from May 2014 to May 2016. He also served as the General Manager of QuickBooks from August 2010 to May 2014. Prior to his various general manager roles, Mr. Wernikoff held various product and marketing leadership positions while at Intuit. Mr. Wernikoff holds a B.S. in Finance from Miami University, and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh.

Nicole Miller has served as our General Counsel since June 2020, and as our Secretary since August 2020. From July 2014 to June 2020, Ms. Miller held various roles at The Honest Company, most recently serving as General Counsel. Prior to The Honest Company, an American consumer good company, Ms. Miller practiced corporate law at the law offices of Cooley LLP and Gibson Dunn & Crutcher LLP. Ms. Miller was a Senate Fellow in the California State Senate from October 2005 to September 2006. Since December 2021, Ms. Miller has served on the governing board of Defy Ventures, Inc. Ms. Miller holds a B.A. in humanities from Stanford University and a J.D. from the University of Texas School of Law.

Rich Preece has served as our Chief Operating Officer since December 2019. From 2002 to December 2019, Mr. Preece held various roles at Intuit, most recently serving as Senior Vice President and Head of Customer Success for the Small Business and Self-employed group from August 2019 to December 2019. Prior roles include Vice President and Global Accountant Segment Leader, and Vice President and Managing Director, Europe, Middle East, and Africa (EMEA). Mr. Preece holds a B.S. in Marketing from Bournemouth University.

Executive Officers

Shrisha Radhakrishna has served as our Chief Technology Officer since August 2020 and Chief Product Officer since October 2021. From April 2009 to August 2020, Mr. Radhakrishna held various roles at Intuit, most recently serving as Vice President of Product Development from August 2016 to August 2020. Prior to Intuit, Mr. Radhakrishna served as Director of Engineering at BooRah, Inc. Mr. Radhakrishna holds a B.Eng. degree in Information Science from Bangalore University and an M.B.A. from the Kellogg School of Management at Northwestern University.

Noel Watson has served as our Chief Financial Officer since November 2020. From June 2019 to November 2020, Mr. Watson served as Chief Financial Officer at TrueCar, Inc. From April 2006 to June 2019, Mr. Watson served in various roles at TripAdvisor, Inc., including as Vice President Finance and Chief Accounting Officer. Since July 2020, Mr. Watson has served on Zynga’s Board of Directors. Mr. Watson holds a B.S. in accounting from Bryant University.

We are providing compensation disclosure that satisfies the scaled disclosure requirements applicable to Emerging Growth Companies (“EGCs”), as defined in the Jumpstart our Business Startups (JOBS) Act. As an EGC, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended. These rules require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer.

Summary Compensation Table

The following table sets forth the compensation earned during 2021 by our principal executive officer and our next two most highly compensated executive officers who served in such capacities at December 31, 2021, who collectively comprise our named executive officers.

Narrative to the Summary Compensation Table

Our board of directors reviews compensation annually for our named executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, company and individual performance compared to our expectations and objectives, the historical compensation levels of our executives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company.

Prior to our IPO, our board of directors determined our executive officers’ compensation and has typically reviewed and discussed management’s proposed compensation with our chief executive officer for all

Executive Compensation Tables and Narrative

executives other than our chief executive officer. Based on those discussions and its discretion, our full board of directors would then review the compensation of each executive officer. Upon the completion of our IPO, the compensation committee became responsible for determining our executive officers’ compensation and follows this process, but the compensation committee itself, rather than our board of directors, approves the compensation of each executive officer.

ANNUAL BASE SALARY

Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities and performance relative to individual, team and company goals and objectives. The 2021 base salary for each of our named executive officers is as follows:

ANNUAL BONUS PLAN

During 2021, our named executive officers were eligible to receive an annual incentive bonus determined as a percentage of base salary. For 2021, the target award opportunity was 75% of base salary for Mr. Wernikoff and 50% of base salary for each of the other named executive officers.

The overall incentive bonus was based upon the achievement of two factors:

1)    Pre-established corporate performance goals (weighted 75%): For 2021, this was year-over-year growth percentage of net bookings (weighted 75%) and CEBITDA (Adjusted EBITDA + change in deferred revenue) (weighted 25%). The below chart shows the target corporate goals and actual achievement levels:

2)    Evaluation of individual performance (weighted 25%).

Performance was measured at year-end and the compensation committee determined that although the corporate goals were achieved below the target level, overall company performance relative to our long-term goals was strong as was individual performance for each of the named executives. The 25% individual portion included recognition of the IPO success, internal leadership and year-over-year revenue growth for Mr. Wernikoff and Mr. Watson, and included recognition of the increased workload and establishment of a new business line for Mr. Preece. As a result, the compensation committee decided to award bonuses equal to $187,500, $300,000 and $275,000 for each of Messrs. Wernikoff, Preece and Watson, respectively.

EQUITY-BASED INCENTIVE AWARDS

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees, directors and consultants, including our named executive officers. At December 31, 2021, stock option awards and RSU awards were the only forms of equity awards we granted to our named executive officers.

Executive Compensation Tables and Narrative

We have historically used stock options as an incentive for long-term compensation to our named executive officers because they are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, which exercise price is set at the fair market value of our common stock on the date of grant. However, more recently, we have used a combination of RSU awards and stock options to diversify the equity compensation we use to incentivize and deliver value to our named executive officers. Our Compensation Committee generally grants equity awards following our annual review process in the spring, or as the Committee otherwise deems appropriate.

IPO GRANTS

In June 2021, we granted certain of our executives, including each of our named executive officers, restricted stock units under our 2016 Plan that were effective upon the completion of our IPO. Messrs. Wernikoff, Preece and Watson each received the following number of restricted stock units: 116,071, 71,428, and 44,464, respectively, with grant date fair values of approximately $3.2 million, $2.0 million and $1.2 million, respectively (the “IPO RSUs”). In addition, we also granted certain of our executives, including each of our named executive officers, options to purchase a number of shares of common stock, or IPO Options, under our 2016 Plan, in each case with a per share exercise price equal to the IPO price of $28.00. The number of IPO Options was equal to 2.5 times the number of IPO RSUs (collectively, the “IPO Grants”). The IPO Grants each vest over a four-year period, with 25% of the shares underlying the applicable IPO Grant vesting on August 15, 2022 and the remainder of the applicable IPO Grant vesting in 12 equal quarterly installments thereafter, in each case subject to the executive’s continued service with us through each vesting date.

2021 EQUITY AWARD MODIFICATIONS

In addition, in June 2021, in anticipation of our IPO and to provide an additional retention incentive for our named executive officers (“NEOs”), we modified the vesting conditions of certain stock options and restricted stock units granted to the NEOs in prior years. With respect to the modification of performance stock options, this was done so that they would not fully vest upon a liquidity event (which, in the case of Messrs. Preece and Watson, included our initial public offering) and instead continue to vest monthly over a four-year period measured from their original vesting commencement dates, subject to continued employment through the applicable vesting dates. The incremental stock-based compensation expense as a result of the modification for Mr. Wernikoff’s performance options, which is required to be reported in the Summary Compensation Table for 2021 in accordance with applicable SEC rules, was measured using a Monte Carlo simulation immediately prior to the modification date and a Black-Scholes Option Pricing Model immediately after the modification date. Upon completion of our IPO, we recognized stock-based compensation expense for the modified performance option for which the service vesting condition had been satisfied through the effective date of the IPO and all remaining compensation is recognized thereafter over the remaining service period using the graded vesting method. With respect to the modified options for Messrs. Preece and Watson, because the modified awards contained a performance condition that was satisfied upon the IPO, we remeasured the fair value of the performance options on the date of modification, also resulting in incremental fair value that is required to be reported in the Summary Compensation Table for 2021 in accordance with applicable SEC rules. With respect to the time-based options, modifications were made to eliminate certain single-trigger change in control vesting and did not result in any incremental stock-based compensation that is required to be reported in the Summary Compensation Table. With respect to the restricted stock units, modifications were made to amend the severance vesting acceleration benefit applicable to the award so that the executive is only entitled to 12 months of accelerated vesting in the event of a qualifying termination not in connection with a change in control (as opposed to full acceleration) and the executive is only entitled to full acceleration in the event of a qualifying termination of employment that occurs on or within 24 months of a change in control.

The modifications to the restricted stock units also resulted in incremental stock-based compensation expense that is required to be reported in the Summary Compensation Table for 2021 in accordance with applicable SEC rules. For Messrs. Wernikoff, Preece and Watson, the incremental fair value reported in the Option Awards column of the Summary Compensation Table as a result of the pre-IPO award modifications that were made at the time of our IPO is $11,355,440, $22,275,097, and $13,174,636, respectively. For Messrs. Preece and Watson, the incremental fair value reported in the Stock Awards column of the Summary Compensation Table as a result of the pre-IPO award modifications that were made at the time of our IPO is $4,517,249 and $12,983,708, respectively. For avoidance of doubt, these amounts relate solely to the accounting incremental fair value related to the modification of awards granted in prior years and do not reflect the grant of new awards.

Executive Compensation Tables and Narrative

Annual 2021 Equity Awards

We awarded equity to our NEOs for 2021, upon our IPO, which we view as each NEO’s annual equity grants for the year. However, under ASC 718, we are required to report in the Summary Compensation Table the accounting value of 2021 modifications made to equity grants that were awarded to our NEOs prior to 2021. Accordingly, the Company views the Summary Compensation Table as overstating the equity compensation value awarded to our NEOs as a result of these IPO-related equity award modifications.

The table below shows only the annual 2021 equity award value as of the grant date, without the modification value included:

The option modifications described in “—2021 Equity Award Modifications” converted certain performance-based options that would have accelerated vesting upon an IPO, at certain valuations, to service-based options that vest over a four-year period that is tied to the commencement of the NEO’s employment. If the Board had not modified these pre-IPO performance-based options, then many of these options would have accelerated vesting upon the IPO as a result of the IPO valuation. Therefore, the modifications to some of the performance options resulted in additional time vesting, and therefore retention of two of our NEOs, compared to if the modifications had not occurred.

The RSU modifications described in “—2021 Equity Award Modifications” also resulted in a decreased benefit to two of our NEOs. The modifications reduced accelerated vesting upon a qualifying termination not in connection with a change in control from full acceleration to only 12 months of accelerated vesting.

The table below breaks out new equity compensation value from the modification value reported in the Summary Compensation Table:

Executive Compensation Tables and Narrative

Alignment of New 2021 Equity Awards with Stockholders

The annual 2021 new equity grants align with stock-price performance. The reported value of the 2021 new options and RSUs awarded to our NEOs at IPO is higher than the theoretical current value that they could realize from the equity awards if these awards were fully vested. We consider this alignment to be consistent with our pay-for-performance philosophy.

The table below sets forth the current realizable value of annual 2021 new equity grants at our stock price as of the Record Date:

EMPLOYEE BENEFITS AND PERQUISITES

We have generally not offered special benefits to our named executive officers. We provide 401(k) matching contributions as discussed in the “Health and Welfare and Retirement Benefits” section below. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. We also maintain an Employee Stock Purchase Plan in order to enable eligible employees, including our eligible NEOs, to purchase shares of our common stock at a discount.

HEALTH AND WELFARE AND RETIREMENT BENEFITS

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances.

401(K) PLAN

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may elect to defer up to 80% of their eligible compensation into the plan on a pre-tax basis, up to annual limits prescribed by the Code, and we make an employer matching contribution to the plan in the amount equal to 100% of the first 4% of eligible compensation that eligible employees defer each year. In general, eligible compensation for purposes of the 401(k) retirement savings plan includes an employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with us to the extent the amounts are includible in gross income, and subject to certain adjustments and exclusions required under the Code.

PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

Our named executive officers do not participate in any defined benefit pension plans or nonqualified deferred compensation plans.

Executive Compensation Tables and Narrative

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021

The following table reflects information regarding outstanding unvested equity held by our named executive officers as of December 31, 2021.

EXECUTIVE EMPLOYMENT AGREEMENTS

Below are descriptions of the material terms of our employment agreements with each of our named executive officers. Each of our named executive officers has executed our standard form of confidential information and employee invention assignment agreement.

Agreement with Dan Wernikoff

We entered into an amended and restated employment agreement with Dan Wernikoff, our Chief Executive Officer, which became effective immediately prior to the effectiveness of our IPO. We entered into an amendment to Mr. Wernikoff’s employment agreement in April 2022. The agreement, as amended, has no specific term and provides that Mr. Wernikoff is an at-will employee. Pursuant to the terms of the agreement, Mr. Wernikoff (a) is entitled to an annual base salary, currently set at $500,000, (b) is eligible for a target annual performance bonus, currently equal to 100% of his annual base salary, based on the achievement of performance objectives determined by our board of directors, (c) was eligible to receive the applicable IPO Grants described above under “—IPO Grants,” and (d) is eligible for severance benefits, as described below under “—Potential Payments and Benefits Upon Termination or Change in Control.” In addition, for retention purposes, the agreement provides for certain amendments to Mr. Wernikoff’s options so that vesting would continue following our IPO and to revise certain change in control and termination vesting terms as described in more detail below under “—Potential Payments and Benefits Upon Termination or Change in Control.”

Executive Compensation Tables and Narrative

Agreement with Rich Preece

We entered into an amended and restated employment agreement with Rich Preece, our Chief Operating Officer, which became effective immediately prior to the effectiveness of our IPO. We entered into amendments to Mr. Preece’s employment agreement in October 2021 and March 2022. The agreement, as amended, has no specific term and provides that Mr. Preece is an at-will employee. Pursuant to the terms of the agreement, as amended, Mr. Preece (a) is entitled to an annual base salary, currently set at $400,000, (b) is eligible for a target annual performance bonus, currently equal to 75% of his annual base salary, based on the achievement of performance objectives determined by our board of directors, (c) was eligible to receive the applicable IPO Grants described above under “—IPO Grants,” and (d) is eligible for severance benefits, as described below under “—Potential Payments and Benefits Upon Termination or Change in Control.” In addition, for retention purposes, the agreement provides for certain amendments to Mr. Preece’s options and restricted stock units so that vesting would continue following our IPO and to revise certain change in control and termination vesting terms as described in more detail below under “—Potential Payments and Benefits Upon Termination or Change in Control.”

Agreement with Noel Watson

We entered into an amended and restated employment agreement with Noel Watson, our Chief Financial Officer, which became effective immediately prior to the effectiveness of our IPO. The agreement has no specific term and provides that Mr. Watson is an at-will employee. Pursuant to the terms of the agreement, Mr. Watson (a) is entitled to an annual base salary, currently set at $450,000, (b) is eligible for a target annual performance bonus, currently equal to 50% of his annual base salary, based on the achievement of performance objectives determined by our board of directors, (c) was eligible to receive the applicable IPO Grants described above under “—IPO Grants,” and (d) is eligible for severance benefits, as described below under “—Potential Payments and Benefits Upon Termination or Change in Control.” In addition, for retention purposes, the agreement provides for certain amendments to Mr. Watson’s options and restricted stock units so that vesting would continue following our IPO and to revise certain change in control and termination vesting terms as described in more detail below under “—Potential Payments and Benefits Upon Termination or Change in Control.”

POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including salary or other cash compensation and accrued unused vacation pay, if applicable. Our named executive officers are also eligible for the following severance benefits subject to their timely execution and non-revocation of a release of claims in our favor.

Severance Benefits Outside of the Change in Control Period

Pursuant to the terms of the amended and restated employment agreements we entered into with our named executive officers, if a named executive officer’s employment is terminated by us without “cause” (excluding by reason of death or disability) or by the named executive officer for “good reason”, in either case outside of the 24-month period following a “change in control” (each term as defined in the named executive officer’s amended and restated employment agreement), or the Change in Control Period, then the named executive officer will be eligible to receive the following severance benefits: (i) continued cash payments of the named executive officer’s then-current annual base salary for 12 months; (ii) reimbursement of the cost (to the same extent the Company was paying as of immediately before the termination date) for group health benefits continuation coverage under COBRA for up to 12 months; (iii) immediate vesting acceleration of the named executive officer’s options that were granted to the named executive officer before the effectiveness of the named executive officer’s amended and restated employment agreement, or the Pre-Existing Option Grants, to the extent outstanding and unvested as of the named executive officer’s employment termination date, in each case as to the number of shares subject to such award that otherwise would have vested had the named executive officer remained employed by us through the 12-month anniversary of the employment termination date; and (iv) extension

of the post-termination exercise period of the named executive officer’s Pre-Existing Option Grants and IPO Option Grant, to the extent outstanding and vested as of the named executive officer’s employment termination date (after giving effect to the vesting acceleration described in (iii) above and any other applicable vesting acceleration), such that each option will remain outstanding and exercisable until the earlier of (a) the expiration of the original term of such option, (b) the one-year anniversary of (or, for the IPO Option Grant, 90 days

Executive Compensation Tables and Narrative

following) the employment termination date, and (c) immediately prior to the effective time of a change in control if such option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such change in control.

In addition, pursuant to the terms of Mr. Wernikoff’s amended and restated employment agreement, if, following the end of the year in which Mr. Wernikoff’s termination of employment occurs, the Company determines in good faith that the applicable performance bonus objectives and milestones for that year have been achieved, Mr. Wernikoff will be eligible to receive a performance bonus in the amount so determined by the Company, which will be prorated based on Mr. Wernikoff’s employment termination date.

Severance Benefits Within the Change in Control Period

Pursuant to the terms of the amended and restated employment agreements we entered into with our named executive officers, if a named executive officer’s employment is terminated by us without cause (excluding by reason of death or disability) or by the named executive officer for good reason, in either case within the Change in Control Period (as defined above), then the named executive officer will be eligible to receive the following severance benefits: (i) a lump sum cash payment equal to the sum of (a) 12 months (or 18 months in the case of Mr. Wernikoff) of the named executive officer’s then-current annual base salary, plus (b) a cash payment equal to 100% (or 150% in the case of Mr. Wernikoff) of the amount of the named executive officer’s then-current target annual performance bonus; (ii) reimbursement of the cost (to the same extent the Company was paying as of immediately before the termination date) for group health benefits continuation coverage under COBRA for up to 12 months (or 18 months in the case of Mr. Wernikoff); (iii) immediate vesting acceleration of 100% of the named executive officer’s Pre-Existing Option Grants, IPO Grants and, for Messrs. Preece and Watson, the restricted stock units that were granted to them before the effectiveness of their respective amended and restated employment agreements, or the Pre-Existing RSU Grants, to the extent outstanding and unvested as of the named executive officer’s employment termination date; and (iv) extension of the post-termination exercise period of the named executive officer’s Pre-Existing Option Grants and IPO Option Grant, to the extent outstanding and vested as of the named executive officer’s employment termination date (after giving effect to the vesting acceleration described in (iii) above and any other applicable vesting acceleration), such that each option will remain outstanding and exercisable until the earlier of (a) the expiration of the original term of such option, (b) the one-year anniversary of the employment termination date, and (c) immediately prior to the effective time of a change in control if such option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such change in control.

Severance Benefits in the Event of Termination Due to Death or Disability

Pursuant to the terms of the amended and restated employment agreements we entered into with our named executive officers, if a named executive officer’s employment with us terminates due to death or “disability” (as defined in the named executive officer’s amended and restated employment agreement), then the named executive officer will be eligible to receive the following severance benefits: (i) immediate vesting acceleration of 100% of the named executive officer’s Pre-Existing Option Grants, IPO Grants and, for Messrs. Preece and Watson, Pre-Existing RSU Grants, to the extent outstanding and unvested immediately prior to the named executive officer’s termination of employment; and (ii) extension of the post-termination exercise period of the named executive officer’s Pre-Existing Option Grants and IPO Option Grant, to the extent outstanding and vested as of the named executive officer’s employment termination date (after giving effect to the vesting acceleration described in (i) above and any other applicable vesting acceleration), such that each option will remain outstanding and exercisable until the earlier of (a) the expiration of the original term of such option, (b) the one-year anniversary of the employment termination date, and (c) immediately prior to the effective time of a change in control if such option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such change in control.

Executive Compensation Tables and Narrative

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information about our equity compensation plans as of December 31, 2021. As of such date, we had outstanding awards under three equity compensation plans: our 2016 Stock Incentive Plan (the “2016 Plan”), our 2021 Equity Incentive Plan (the “2021 Plan”) and our 2021 Employee Stock Purchase Plan (the “ESPP”).

Principal Accountant Fees and Services

The following is a summary of PricewaterhouseCoopers, LLP’s (“PwC”) fees for professional services rendered to us for the years ended December 31, 2021 and December 31, 2020.

Pre-Approval of Audit and Non-Audit Services Policy

The Audit Committee charter provides that the Audit Committee shall approve all audit and permissible non-audit related services that the Company’s independent registered public accounting firm provides to the Company before the engagement begins, unless applicable law and stock exchange listing requirements allow otherwise. All of the services and fees identified in the table above were approved in accordance with SEC and PCAOB requirements and, following our IPO, pursuant to the pre-approval policy described in this paragraph.

The Audit Committee has reviewed and discussed our audited financial statements with management and PricewaterhouseCoopers, LLP (“PwC”), and has discussed with PwC the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight board (the “PCAOB”) and the SEC. Additionally, the Audit Committee has received the written disclosures and the letter from PwC, as required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence. Based upon such review and discussion, the Audit Committee recommended to our board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

Audit Committee of the Board of Directors,

Khai Ha

John Murphy

Christine Wang

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. In accordance with its charter, the Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance and independence at least annually.

Our Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022. PwC has served as the Company’s independent registered public accounting firm since 2006. The members of the Audit Committee and our board of directors believe that the continued retention of PwC would be beneficial for the Company. Our board of directors and Audit Committee value the opinions of our stockholders and consider the selection of such firm to be an important matter of stockholder concern. The selection of PwC is accordingly being submitted for ratification of stockholders as a matter of good corporate practice. If the stockholders fail to ratify this selection, our board of directors and Audit Committee will consider the outcome of the vote in determining whether to retain this firm for the year ending December 31, 2022. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of our Company and stockholders.

The ratification of the appointment of PwC as our independent registered public accounting firm for our year ending December 31, 2022 requires the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter. Stockholders may vote “For,” “Against,” or “Abstain” with respect to this Proposal 2. Abstentions will have the same effect as a vote “Against” on the outcome of Proposal 2. Because broker discretionary voting is permitted with respect to Proposal 2, we expect there will be no broker non-votes with respect to this Proposal.

One or more representatives of PwC are expected to be present at the Annual Meeting online and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions.

		OUR BOARD, UPON THE RECOMMENDATION OF OUR AUDIT COMMITTEE, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.

The following includes a summary of transactions since January 1, 2021 and any currently proposed transactions, to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed $120,000, and (2) any of our directors, executive officers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Other than as described below under this section, since January 1, 2021, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related person where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions.

CONCURRENT PRIVATE PLACEMENT

In connection with our IPO, entities affiliated with TCV, a beneficial owner of more than 5% of a class of our voting securities and an affiliate of Mr. Yuan, purchased from us in a concurrent private placement, subject to certain conditions, a number of shares of our common stock with an aggregate purchase price of approximately $90.0 million, at a price per share equal to the IPO price. In addition, TCV agreed to a 180-day lock-up agreement (which has since terminated) pursuant to which the common stock purchased in the concurrent private placement were be locked up for a period of 180 days, subject to early termination. We refer to the concurrent private placement of these shares of common stock as the concurrent private placement.

RELATIONSHIPS WITH BRYANT STIBEL GROWTH, LLC AND JEFFREY STIBEL

Jeffrey Stibel, a member of our board of directors and a stockholder, is a partner of Bryant Stibel Growth, LLC (“BSG”). In connection with the IPO, we entered into a side letter with BSG providing for secondary piggyback registration rights following the IPO, which has since terminated.

INVESTORS’ RIGHTS, MANAGEMENT RIGHTS, VOTING AND CO-SALE AGREEMENTS

We previously entered into investors’ rights, management rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, rights of first offer, voting rights and rights of first refusal, among other things, with certain holders of our capital stock. The holders of more than 5% of our capital stock that are party to these agreements are LucasZoom, Institutional Venture Partners XIII, L.P., KPCB Holdings, Inc., as nominee, GPI Capital Gemini HoldCo LP, the TCV entities, the BSG entities and entities affiliated with Francisco Partners. These stockholder agreements terminated upon the closing of the IPO, except for the registration rights granted under our investors’ rights agreement, which will terminate upon the completion of a deemed liquidation event, or with respect to any particular holder, on the date such holder, together with its permitted transferees, affiliates and co-investors, beneficially owns less than 1% of our outstanding Common Stock and such holder can sell its shares under Rule 144 of the Securities Act, or Rule 144.

DIRECTOR NOMINATION AGREEMENT

In June 2021, we entered into a Director Nomination Agreement with each of Permira and FP to provide certain rights with respect to their ability to designate members of our board of directors. See the section titled “Board of Directors and Corporate Governance-Director Nomination Rights” for additional information regarding the Director Nomination Agreement.

Certain Relationships and Related Person Transactions

POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

We have adopted a written policy on transactions with “Related Persons,” defined in the policy as any (1) person who is or was (since the beginning of the Company’s last completed year, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (2) greater than 5% beneficial owner of the Company’s common stock, or (3) the immediate family members of any of the foregoing. For purposes of this policy, a “Related Person Transaction” is defined as any transaction, arrangement, relationship or series of similar transactions, arrangements or relationships in which the Company and any Related Person, directly or indirectly, are, were or will be participants and in which the amount involved exceeds $120,000. The Audit Committee (or such other committee of the board as may be designated by the board) will review the material facts of all Related Person Transactions that require the Audit Committee’s approval and either approve or disapprove of the entry into the Related Person Transaction, taking into account, among other factors it deems appropriate, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. If advance Audit Committee approval of an Related Person Transaction requiring the Audit Committee’s approval is not feasible, then the Related Person Transaction will be considered and, if the Audit Committee determines it to be appropriate, ratified as soon as reasonably practicable.

All of the transactions described in this section were entered into prior to the adoption of this amended policy. Our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described above. Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or interest in the agreement or transaction were disclosed to our board of directors. Our board of directors considered this information when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all our stockholders.

The following table sets forth information as of April 14, 2022 (or as of the date otherwise indicated below) regarding beneficial ownership by: each person known to us to beneficially own more than 5% of any class of our outstanding common stock; our directors and director nominees; each of our named executive officers (as listed in the Summary Compensation Table below); and all of our directors and executive officers as a group.

Unless otherwise noted, the mailing address of each listed beneficial owner is c/o LegalZoom.com, Inc., 101 North Brand Boulevard, 11^th Floor, Glendale, California 91203.

The number of shares beneficially owned by each entity or individual is determined under the SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of June 13, 2022 (60 days after April 14, 2022) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after June 13, 2022 and any RSUs vesting/settling, as applicable, on or before June 13, 2022 that may be payable in cash or shares at LegalZoom’s election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse, as applicable) with respect to the shares set forth in the following table.

The number of shares of common stock and percentage of beneficial ownership set forth below is computed on the basis of 198,678,385 shares of our common stock issued and outstanding as of April 14, 2022 (including 556,136 shares repurchased by the Company pursuant to our share repurchase program, which were not yet reflected on the transfer agent’s records as of the Record Date).