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:
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	Soliciting Material under §240.14a-12

Frontdoor, Inc.

(Name of Registrant as Specified in Its Charter)

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

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May 11, 2022

2:00 p.m. Central Daylight Time

150 Peabody Place

Memphis, Tennessee 38103

www.frontdoorhome.com

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THE FOLLOWING WAYS:
INTERNET www.proxyvote.com
DURING THE MEETING www.virtualshareholdermeeting.com/ FTDR2022
BY TELEPHONE Call 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada)
BY MAIL Complete, sign, date and promptly mail a paper proxy card, if you have received a paper copy of the proxy materials
How to vote: your vote is important. Please review the instructions on each of your voting options described in the accompanying proxy statement as well as in the notice you received in the mail.

 

Record Date
Only stockholders of record at the close of business on March 17, 2022, the record date, are entitled to notice of, and to vote at, the 2022 Annual Meeting and at any and all adjournments or postponements. When you enter using your sixteen-digit control number, a list of these stockholders will be accessible electronically during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/FTDR2022.

NOTICE
of 2022 Annual
Meeting of
Stockholders

 

The 2022 Annual Meeting of Stockholders of Frontdoor, Inc. (the “Company”) will be held on Wednesday, May 11, 2022 at 2:00 p.m. Central Daylight Time (the “2022 Annual Meeting”).

Virtual Meeting The 2022 Annual Meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/FTDR2022. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. Items of Business At the 2022 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

1. To elect the nine nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term; 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022; 3. To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation; and 4. To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By Order of the Board of Directors

Jeffrey A. Fiarman
Senior Vice President, General Counsel and Secretary

March 30, 2022

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150 Peabody Place
Memphis, Tennessee 38103 

The Board of Directors of Frontdoor, Inc. is furnishing you with this Proxy Statement in connection with the solicitation of proxies for use at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) to be held via live audio webcast at www.virtualshareholdermeeting.com/FTDR2022 on Wednesday, May 11, 2022 at 2:00 p.m. Central Daylight Time. At the 2022 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

By submitting your proxy (via the Internet, telephone or mail), you authorize Rexford J. Tibbens, President, Chief Executive Officer and Director of the Company, Jeffrey A. Fiarman, Senior Vice President, General Counsel and Secretary of the Company, and Brian K. Turcotte, Senior Vice President and Chief Financial Officer of the Company, to represent you and vote your shares at the 2022 Annual Meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponement(s) or adjournment(s) of the meeting.

The Company’s 2021 Annual Report is being made available to the Company’s stockholders concurrently herewith. Although the 2021 Annual Report is being made available concurrently with this Proxy Statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this Proxy Statement.

We are first making this Proxy Statement and accompanying materials available to stockholders on or about March 30, 2022. We will be hosting the 2022 Annual Meeting live via audio webcast on the Internet. A summary of the information you need to participate in the meeting online is provided below:

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES OVER THE INTERNET, BY TELEPHONE, OR BY MAIL.

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Table of Contents

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Basis Of Presentation

In this Proxy Statement, unless the context indicates otherwise, references to “we,” “us,” “our,” “Frontdoor” and the “Company” refer to Frontdoor, Inc., a Delaware corporation, and its consolidated subsidiaries. Effective June 25, 2021, we changed our name from frontdoor, inc. to Frontdoor, Inc. References in this Proxy Statement to “Terminix” refer to Terminix Global Holdings, Inc. (formerly known as ServiceMaster Global Holdings, Inc.), a Delaware corporation, and its consolidated subsidiaries, unless the context otherwise requires. References to our historical business and operations prior to the distribution refer to the business and operations of Terminix’s American Home Shield business that was transferred to Frontdoor. References in this Proxy Statement to “Spin-off” refer to Terminix’s separation and distribution of the ownership and operations of the businesses operated under the American Home Shield, HSA, OneGuard and Landmark Home Warranty brand names into Frontdoor, which was completed on October 1, 2018. References in this Proxy Statement to the “separation” refer to the separation of the American Home Shield business from Terminix’s other businesses. References in this Proxy Statement to the “distribution” refer to the distribution on October 1, 2018 of shares of Frontdoor common stock (“Common Stock”) to Terminix stockholders on a pro rata basis.

We hold various service marks, trademarks and trade names, such as Frontdoor^®, American Home Shield^®, HSA™, OneGuard^®, Landmark Home Warranty^®, ProConnect^®, Streem^® and the Frontdoor logo. Solely for convenience, the service marks, trademarks and trade names referred to in this Proxy Statement are presented without the SM,^®, and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these service marks, trademarks and trade names. All service marks, trademarks and trade names appearing in this Proxy Statement are the property of their respective owners.

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Proxy Highlights and Summary

Following is a summary of certain information presented in this Proxy Statement. This summary does not contain all of the information that you should consider. We encourage you to read the entire proxy statement for more information about these topics prior to voting.

2022 Annual Meeting of Stockholders

When	Time and Date: 2:00 p.m. Central Daylight Time, May 11, 2022
Location	Virtual Meeting Address: www.virtualshareholdermeeting.com/FTDR2022
Record Date	Record Date: March 17, 2022
Internet	Admission/Audio Webcast: Please follow instructions contained in “Information about 2022 Annual Stockholders Meeting and Voting” on page 54.

Our Director Nominees

You are being asked to vote on the election of the 9 directors listed below. Directors are elected by a majority of the votes cast. Our Board is comprised of 44% women or underrepresented minorities. Detailed information about each director’s background, skills and experience can be found in “Proposal 1, Election of Directors.”

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Fiscal 2021 Performance Overview

Our Company, led by our named executive officers, delivered another year of growth in 2021 and advanced key strategic objectives, including:

*We define “Adjusted EBITDA” as net income before: provision for income taxes; interest expense; depreciation and amortization expense; non-cash stock-based compensation expense; restructuring charges; loss on extinguishment of debt; and other non-operating expenses. See Part II. Item 7 in our Form 10-K for the fiscal year ended December 31, 2021 for a reconciliation of Adjusted EBITDA to net income.

Corporate Governance Highlights

At Frontdoor, corporate governance is the foundation for sustainable growth. Our governance policies and structures are designed to promote thoughtful consideration of our business actions and appropriate risk taking, with the goal of producing great business results for our stockholders.

What We Do and Don’t Do Within Our Governance Program

In structuring our corporate governance, our Nominating and Corporate Governance Committee and Board have incorporated certain practices and omitted certain other practices, as follows.

What We Do			What We Don’t Do
	Independent Chairman			No Non-independent Directors on Committees
	Board Diversity Disclosure			No Classified Board (effective following the 2022 Annual Meeting)
	Annual Board and Committee Self-Assessments			No Dual Class Voting Stock
	Board Oversight of Risk, including ERM and Cybersecurity			No Supermajority Voting Requirement to Amend Charter and Bylaws (effective following the 2022 Annual Meeting)
	Annual Succession Planning			No Supermajority Voting on Business Combinations
	Regular Board Executive Sessions			No Cumulative Voting
	Stockholder Engagement Program			No Plurality Voting in Uncontested Elections
	Board Oversight of ESG
	Code of Conduct and Financial Code of Ethics

Key Governance Actions for Fiscal 2021

Since the beginning of fiscal 2021, we have taken the following new governance actions:

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Executive Compensation Highlights

What We Do and Don’t Do Within Our Executive Compensation Program

In designing our executive compensation program, our Compensation Committee has incorporated certain practices into the program and omitted certain other practices, as follows.

What We Do			What We Don’t Do
	Pay for Performance			No Excessive Risk-Taking in Our Compensation Programs
	Competitive Compensation/Peer Group Benchmarking			No Hedging, Pledging or Short Sales
	Annual Compensation Risk Assessment			No Backdating or Repricing of Stock Options
	Clawback Policy			No Tax Gross-Ups
	Stock Ownership Guidelines
	Double Trigger Vesting for Equity Awards
	Independent Compensation Consultant

Key Compensation Actions for Fiscal 2021

Our Compensation Committee made the following determinations with respect to our fiscal 2021 executive compensation program:

Our Compensation Pay Mix

A significant portion of the 2021 total direct compensation for our executives consisted of variable, at-risk compensation. Variable, at-risk total direct compensation includes the 2021 AIP award at target and long-term equity-based incentive award dollar value at target. The following charts illustrate the proportional components of 2021 compensation for our CEO, and the average proportional components of 2021 compensation for our other NEOs, as well as a percentage of overall, variable, at-risk compensation.

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PROPOSAL 1 
Election of Directors

The Company is seeking stockholder approval of the election of the nine persons currently serving as directors of the Company. In accordance with the Company’s restated certificate of incorporation, the Board of Directors will be fully declassified as of the end of the 2022 Annual Meeting. Accordingly, each director nominee, if elected, will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office.

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), has nominated for election at the 2022 Annual Meeting to serve as directors until the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, the slate of nominees listed in the table below. Each of the director nominees is currently serving as a director of the Company.

The director nominees and dates of last election of each director nominee are as follows.

The Board of Directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of such substitute(s) as the Board of Directors may designate. 

Background information about each of the director nominees can be found below under “— Directors of the Company.”

	THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

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Directors of the Company

Below is a list of our directors and their respective ages and committee memberships (as of March 21, 2022).

WILLIAM C. COBB Chairman of the Board of Directors
Director since: 2018 INDEPENDENT Committees: • Nominating and Corporate Governance Committee	Mr. Cobb was appointed to the Board of Directors of the Company in October 2018, and serves as Chairman of the Board of Directors and as a member of our Nominating and Corporate Governance Committee. Mr. Cobb served on the board of directors of Terminix from April 2018 until the Spin-off. From May 2011 through July 2017, Mr. Cobb served as President and Chief Executive Officer, and from August 2010 to July 2017 Mr. Cobb served as a director, of H&R Block, Inc., a provider of income tax return preparation and related services and products. From November 2000 to March 2008, Mr. Cobb served in various leadership roles at eBay, Inc., a global commerce and payments provider, including as President of eBay Marketplaces North America for four years and other senior management positions, including Senior Vice President and General Manager of eBay International and Senior Vice President of Global Marketing. Prior to joining eBay, Inc., Mr. Cobb held various marketing and executive positions at PepsiCo (and Tricon Global Restaurants when it was spun off in 1997) from 1987 to 2000. These positions included Senior Vice President and Chief Marketing Officer for Tricon International, Senior Vice President and Chief Marketing Officer at Pizza Hut, and Vice President, Colas at Pepsi Cola. Mr. Cobb currently serves on the board of directors and is chair of the finance committee of Deluxe Corporation, a technology-enabled solution company supporting financial institutions and small businesses. Mr. Cobb’s wide array of executive leadership roles, wealth of knowledge in technology and online-focused businesses, experience at a newly spun-off company, and history of service on public company boards qualify him to serve on our Board of Directors. Mr. Cobb holds an undergraduate degree in Economics from the University of Pennsylvania and an M.B.A. from the Kellogg School of Management at Northwestern University. Current Public Company Directorships: • Frontdoor, Inc. • Deluxe Corporation Former Directorships (last 5 years): • H&R Block, Inc. • Terminix

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D. STEVE BOLAND
Director since: 2021 INDEPENDENT Committees: • Nominating & Corporate Governance Committee	Mr. Boland was appointed to the Board of Directors of the Company in October 2021, and serves on our Nominating and Corporate Governance Committee. Mr. Boland currently serves as the Chief Administrative Officer of Bank of America Corporation, one of the world’s leading financial institutions, serving individual consumers, small- and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. Previously, from July 2020 to September 2021, Mr. Boland served as the President, Retail, for Bank of America Corporation. From July 2008 to July 2020, Mr. Boland served in various senior leadership roles for Bank of America Corporation, including Managing Director, Consumer Lending and Managing Director, Secured Consumer Lending. From January 1997 to July 2008, Mr. Boland served in various leadership roles at Countrywide Financial Corporation including as Managing Director, Senior Vice President and Reverse Mortgage Executive, until Countrywide Financial Corporation was acquired by Bank of America Corporation in 2008. Previously, Mr. Boland served as Vice President, National Affordable Lending Manager with Fleet Bank. Mr. Boland’s extensive leadership and significant experience with customer-focused, digital-enabled businesses, as well as his deep understanding of banking, product and strategic management qualify him to serve on our Board of Directors. Mr. Boland holds a Bachelor of Science degree in Organizational Studies from the School of Education and Social Policy at Northwestern University. Current Public Company Directorships: • Frontdoor, Inc. Former Directorships (last 5 years): • None

ANNA C. CATALANO
Director since: 2018 INDEPENDENT Committees: • Compensation Committee Chair	Ms. Catalano was appointed to the Board of Directors of the Company in September 2018, and serves as Chair of our Compensation Committee. From 1979 until her retirement in 2003, Ms. Catalano served in various leadership roles at BP p.l.c., a global energy producer, and its predecessor Amoco Corporation. Most recently, from 2000 to 2003, she served as Group Vice President, Global Marketing, for BP p.l.c. Ms. Catalano has significant international business experience, having served as President of Amoco Orient Oil Company, including two years during which she lived in Beijing. Ms. Catalano has served on the board of directors of Willis Towers Watson p.l.c., a global risk advisory, broking, and solutions company, since 2016, having previously served on the board of directors of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co. (Ms. Catalano has notified Willis Towers Watson that she does not intend to stand for reelection; accordingly she will cease to be a director of Willis Towers Watson after its 2022 annual meeting); and on the board of directors, the compensation committee and nominating, governance, and social responsibility committee of HF Sinclair Corporation (which became the parent company of HollyFrontier Corporation in March 2022), a petroleum and renewable fuels company. Ms. Catalano previously served on the boards of Kraton Corporation, until its acquisition in March 2022; Mead Johnson Nutrition Co. until May 2017; and Chemtura Corp. until June 2017. Ms. Catalano’s senior leadership experience and extensive knowledge in marketing and communications, combined with her broad public company board experience and expertise in corporate governance, executive compensation and board function, qualify her to serve on our Board of Directors. Ms. Catalano holds a Bachelor of Science degree in Business Administration from the University of Illinois, Champaign-Urbana. Current Public Company Directorships: • Frontdoor, Inc. • HF Sinclair Corporation • Willis Towers Watson p.l.c. Former Directorships (last 5 years): • Chemtura Corp. • Kraton Corporation • Mead Johnson Nutrition Co.

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PETER L. CELLA
Director since: 2018 INDEPENDENT Committees: • Audit Committee	Mr. Cella was appointed to the Board of Directors of the Company in October 2018, and serves as a member of our Audit Committee and our Compensation Committee. Mr. Cella served on the board of directors of Terminix from February 2017 until the Spin-off. Mr. Cella has been a private investor since August 2017. From 2011 to August 2017, Mr. Cella served as president and chief executive officer of Chevron Phillips Chemical Company LLC, a global petrochemical company. Previously, Mr. Cella served in various executive positions at BASF Corp., a global producer and marketer of chemicals and related products; INEOS Nitriles, a global producer of acrylonitrile, acetonitrile, and related chemicals; Innovene, LLC, a producer of olefins and derivatives; and BP p.l.c., a global energy producer. Mr. Cella serves on the board of directors of Saudi Aramco, a global energy and chemicals enterprise; Inter Pipeline Ltd., a petroleum transportation, natural gas liquids processing and bulk liquid storage business that was taken private in 2021; and Clockspring NRI, a privately-held supplier of pipeline and infrastructure repair products and services. Mr. Cella’s financial background and experience in executive leadership and running varied businesses, history of building strong leadership teams and experience on other company boards qualify him to serve on our Board of Directors. Mr. Cella received a Bachelor of Science degree in Finance from the University of Illinois and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. Current Public Company Directorships: • Frontdoor, Inc. • Saudi Aramco (listed in Saudi Arabia) Former Directorships (last 5 years): • Terminix
• Compensation Committee

CHRISTOPHER L. CLIPPER
Director since: 2021 INDEPENDENT Committees: • Audit Committee	Mr. Clipper was appointed to the Board of Directors of the Company in October 2021, and serves as a member of the Audit Committee. Currently, Mr. Clipper serves as the Senior Vice President and Chief Financial Officer, Innovation and Go-To-Market strategies of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products. From November 2017 to February 2020, Mr. Clipper served as the Senior Vice President and Chief Financial Officer, North America and Club Monaco of Ralph Lauren Corporation. From January 2011 to July 2017, Mr. Clipper served in various leadership roles at Nike, Inc., a global retailer of athletic footwear and apparel, including as Vice President and Chief Financial Officer, Global Operations, North America and Vice President and Group Head, Global Strategy and Corporate Development. Prior to joining Nike, from January 2004 to January 2011, Mr. Clipper held various leadership positions at Time Warner, Inc., a leader in media and entertainment that operates Turner, Home Box Office (HBO) and Warner Bros. business units that was acquired by AT&T in June 2018. These positions included Group Vice President, Financial Planning and Analysis, Vice President, Investor Relations and Executive Director, Mergers and Acquisitions. Mr. Clipper’s extensive accounting, financial management and leadership experience as well as his deep understanding of consumer-focused businesses, operations, strategy, investor relations and mergers and acquisitions, qualify him to serve on our Board of Directors. Mr. Clipper holds a Bachelor of Arts degree in Economics from Brown University and an M.B.A. from Stanford University Graduate School of Business. Current Public Company Directorships: • Frontdoor, Inc. Former Directorships (last 5 years): • None

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RICHARD P. FOX
Director since: 2018 INDEPENDENT Committees: • Audit Committee Chair	Mr. Fox was appointed to the Board of Directors of the Company in October 2018, and serves as Chair of our Audit Committee. Mr. Fox served on the board of directors of Terminix from March 2014 until the Spin-off. Since 2001, Mr. Fox has been an independent consultant. From 2000 to 2001, he was President and Chief Operating Officer of CyberSafe Corporation, a global security software provider. Mr. Fox spent 28 years at Ernst & Young LLP, a global accounting firm, last serving as managing partner at the firm’s Seattle office. He currently serves on the board of directors of LiveRamp Holdings, Inc., a SaaS data connectivity platform company (Mr. Fox has notified LiveRamp Holdings that he does not intend to stand for reelection; accordingly he will cease to be a director of LiveRamp Holdings after its 2022 annual meeting); Pinnacle West Capital Corporation, a vertically integrated electric utility serving the State of Arizona; and Univar Solutions, Inc., an international chemical distributor. Previously, he served on the boards of Pendrell Corporation, an intellectual property investment and advisory firm until 2014; Flow International Corporation, a machine tool manufacturer, until 2014; Orbitz Worldwide, Inc., an online travel company, until 2011; and PopCap Games, a developer and publisher of games, until it was acquired by Electronic Arts Inc. in 2011. Mr. Fox is a certified public accountant in the State of Washington and in 2018 he earned a professional certificate in cybersecurity from Carnegie Mellon’s Software Engineering Institute. As a result of his extensive accounting and financial management experience, Mr. Fox has a deep understanding of financial reporting processes, internal accounting and financial controls, independent auditor engagements and other audit committee and board functions. Mr. Fox’s financial, accounting and management expertise, along with his experience on other public company boards, qualify him to serve on our Board of Directors. Mr. Fox holds a Bachelor of Arts degree in Business Administration from Ohio University and an M.B.A. from the Fuqua School of Business, Duke University. Current Public Company Directorships: • Frontdoor, Inc. • LiveRamp Holdings, Inc. • Pinnacle West Capital Corporation • Univar Solutions, Inc. Former Directorships (last 5 years): • Terminix

BRIAN P. MCANDREWS
Director since: 2018 INDEPENDENT Committees: • Nominating and Corporate Governance Committee Chair	Mr. McAndrews was appointed to the Board of Directors of the Company in October 2018, and serves as Chair of our Nominating and Corporate Governance Committee. Most recently, Mr. McAndrews served as President and Chief Executive Officer, and chairman of the board of directors, of Pandora Media, Inc., an internet radio company, from 2013 until 2016. Prior to that, he served as a venture partner with Madrona Venture Group, LLC, a venture capital firm, from 2012 to September 2013, and as a managing director of Madrona from 2009 to 2011. He also previously held executive positions at Microsoft Corporation, a global software company, and aQuantive, a leading digital marketing services and technology company, which was acquired by Microsoft in 2007. Mr. McAndrews currently serves on the board of directors of The New York Times Company, a multimedia news and information company, and Xero Limited, a cloud-based accounting software company for small- and medium-sized businesses. Mr. McAndrews previously served on the boards of directors of Chewy, Inc., an online destination for pet parents until 2021; Grubhub Inc., an online and mobile food ordering company until 2021; Teladoc Health, Inc., an online provider of medical services until 2020; Fisher Communications, Inc., a media company until it was acquired in 2013; and Clearwire Corporation, a telecommunications company until it was acquired in 2013. Mr. McAndrews brings to the Company and the Board of Directors deep traditional and digital media experience gained through his role as a chief executive officer of public companies in the technology industry, as well as his private and public company directorships. In addition, his background and his understanding of digital advertising and the integration of emerging technologies qualifies Mr. McAndrews to serve on our Board of Directors. Mr. McAndrews holds a Bachelor’s degree in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business. Current Public Company Directorships: • Frontdoor, Inc. • The New York Times Company • Xero Limited (listed in Australia) Former Directorships (last 5 years): • Chewy, Inc. • Grubhub Inc. • Pandora Media, Inc. • Teladoc Health, Inc.

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LIANE J. PELLETIER
Director since: 2018 INDEPENDENT Committees: • Audit Committee • Compensation Committee	Ms. Pelletier was appointed to the Board of Directors of the Company in September 2018, and serves as a member of our Audit Committee and our Compensation Committee. Since 2011, Ms. Pelletier has served as a public company independent board director across multiple industries. From 2003 through 2011, Ms. Pelletier was the Chairwoman, Chief Executive Officer, and President of Alaska Communications Systems, an Alaska-based telecommunications and information technology services provider. Prior to this, Ms. Pelletier held a number of executive positions at Sprint Corporation, a telecommunications company. Ms. Pelletier currently serves on the board of directors and is chair of the nominating and corporate governance committee and member of the audit committee at Expeditors International of Washington, Inc., a global logistics company, and she also serves on the board of directors, is member of the compensation committee and is Lead Independent Director at ATN International, Inc., a holding company of telecommunication companies. She also currently serves on the board and is a member of the nominating and corporate governance committee of Switch, Inc., a data center and technology infrastructure company. In 2017, she earned a professional certificate in cybersecurity from Carnegie Mellon’s Software Engineering Institute. Ms. Pelletier’s experience in executive and boardroom leadership, particularly in highly regulated industries, and expertise in cybersecurity oversight, business model transformation and shareholder engagement qualify her to serve on our Board of Directors. Ms. Pelletier earned her B.A. in Economics from Wellesley College and an M.S. from the Sloan School of Business at the Massachusetts Institute of Technology. Current Public Company Directorships: • Frontdoor, Inc. • ATN International, Inc. • Expeditors International of Washington, Inc. • Switch, Inc. Former Directorships (last 5 years): • None

REXFORD J. TIBBENS President & CEO
Director since: 2018 Committees: • None	Mr. Tibbens has served as the President and Chief Executive Officer and as a member of the Board of Directors of the Company since May 2018. From April 2015 to December 2017, Mr. Tibbens served as the chief operating officer of Lyft, a leading on-demand transportation company based in San Francisco, California. While at Lyft, Mr. Tibbens worked to expand the service to every state and launched crucial strategic initiatives, including Lyft’s Nashville support center and Express Drive, a program that allowed potential Lyft drivers to rent vehicles so they could provide service in select cities. From August 2011 to March 2015, Mr. Tibbens served as a vice president at Amazon.com, Inc., a global e-commerce and technology company, where he led the technical and product development of Prime Now, Amazon’s one-hour delivery service. Before Amazon, Mr. Tibbens spent twelve years at Dell Inc., a global technology company, serving in a variety of operations and logistics roles, including as executive director of Global Services. Mr. Tibbens currently serves on the board and is a member of the audit and compensation committees of Arrival, a global manufacturer of electric vehicles. Mr. Tibbens’s versatile experience in executive leadership, including service as the Company’s President and Chief Executive Officer, a history of building strong cultures, repeated success in innovating and growing businesses and proven track record of delivering stockholder value, qualifies him to serve on our Board of Directors. Mr. Tibbens is a graduate from the University of Kentucky, with a Bachelor’s degree in Finance, and also holds an M.B.A. from Case Western Reserve University. Current Public Company Directorships: • Frontdoor, Inc. • Arrival Former Directorships (last 5 years): • None

There are no family relationships among our directors and executive officers.

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Knowledge, Skills and Experience of Directors

Skills Matrix

The following matrix provides information regarding our directors, including certain types of knowledge, skills, and/or experience possessed by one or more of our directors, which our Board believes are relevant to our business and industry. The matrix also indicates which directors are independent and the tenure for each director.

The matrix does not encompass all of the knowledge, skills or experiences of our directors, but focuses on categories in which our directors possess substantial knowledge, skills and experience in an area. The fact that a director has not indicated substantial knowledge, skill and experience in an area does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

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Director Compensation

The Company uses a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation for non-employee directors, our Board considers the significant amount of time that directors expend in fulfilling their duties to the Company, as well as the knowledge, skill and experience levels required by the Company of members of our Board. Directors who are employees of the Company receive no compensation for their service as directors.

Compensation and Stock Paid to Directors

In April 2021, after consultation with Meridian Compensation Partners, LLC (“Meridian”), its independent compensation consultant, the Compensation Committee reviewed our director compensation program and determined that the total annual value and the annual equity value were below median of our peer group companies. Upon recommendation of the Compensation Committee, the Board of Directors approved an increase in the equity portion of the Board’s annual retainer in order to align both the annual equity value and the total compensation to market, effective May 12, 2021. No other changes were made to the director compensation program.

Under the director compensation program, members of our Board of Directors who are not employees of the Company receive an annual retainer of $230,000, of which $80,000 is payable quarterly in cash (i.e., $20,000 per quarter) and $150,000 is payable annually at the time of the annual meeting of stockholders in shares of fully vested Common Stock. Each director may elect to defer the receipt of the shares of Common Stock as deferred share equivalents to a point in the future. The shares are issued pursuant to the 2018 Omnibus Incentive Plan (the “2018 Plan”), and the number of shares of the Company’s Common Stock granted as part of the annual retainer is determined by using the grant date fair value, as defined in the 2018 Plan as the closing price of the Company’s Common Stock on the Nasdaq Global Select Market (“Nasdaq”) on the trading day that immediately precedes the grant date. This value is then used to determine the number of shares required to satisfy the share portion of the director’s annual retainer, rounded to the nearest whole share for the avoidance of fractional shares.

In addition to the amounts described above, the non-employee Chairman of the Board of Directors receives an additional annual cash retainer of $50,000, paid quarterly (i.e., $12,500 per quarter), and an additional $100,000 award of fully vested Common Stock payable annually at the time of the Annual Meeting of the Stockholders. The chairs of the Audit Committee of the Board of Directors (the “Audit Committee”) and the Compensation Committee of the Board of Directors (the “Compensation Committee”) each receive an additional annual cash retainer of $20,000, paid quarterly (i.e., $5,000 per quarter), and the chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $10,000, paid quarterly (i.e., $2,500 per quarter).

All of our directors are reimbursed for reasonable expenses incurred in connection with attending Board meetings and committee meetings. The Company will also reimburse certain expenses incurred by directors in connection with attending director education programs, as well as memberships in director organizations.

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Director Compensation Table

The following table sets forth information concerning the compensation by the Company of our directors (other than Mr. Tibbens who is a named executive officer) for fiscal 2021.

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Corporate Governance

What We Do and Don’t Do Within Our Governance Program

In designing our corporate governance, our Nominating and Corporate Governance Committee and Board have incorporated certain practices and omitted certain other practices, as follows.

What We Do			What We Don’t Do
	Independent Chairman			No Non-independent Directors on Committees
	Board Diversity Disclosure			No Classified Board (effective following the 2022 Annual Meeting)
	Annual Board and Committee Self-Assessment			No Dual Class Voting Stock
	Board Oversight of Risk, including ERM and Cybersecurity			No Supermajority Voting Requirement to Amend Charter and Bylaws (effective following the 2022 Annual Meeting)
	Annual Succession Planning			No Supermajority Voting on Business Combinations
	Regular Board Executive Sessions			No Cumulative Voting
	Stockholder Engagement Program			No Plurality Voting in Uncontested Elections
	Board Oversight of ESG
	Code of Conduct and Financial Code of Ethics

Composition of the Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Our Board is composed of a majority of independent directors. In accordance with our Charter, effective upon the conclusion of our 2022 Annual Meeting, our Board will be fully declassified, and each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office.

At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast, in the case of an uncontested election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the Board of Directors. In the case of a contested election, the election will be determined by a plurality of the votes cast.

The number of members on our Board of Directors may be fixed by resolution adopted from time to time by the Board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

The names and certain information with respect to each of our current directors is set forth above in the section entitled “Proposal 1, Election of Directors—Directors of the Company.”

The Board of Directors held 8 meetings during fiscal 2021. In fiscal 2021, each director serving at the time of our 2021 Annual Meeting of Stockholders attended our 2021 Annual Meeting of Stockholders, and each of our directors attended at least 75% of the meetings of the Board and committees on which he or she served as a member during fiscal 2021, except for Steven Boland, who was recently appointed to the Board in October 2021 and missed one of three such meetings.

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Director Independence

A majority of our Board of Directors is composed of directors who are “independent,” as defined by the rules of the Nasdaq and the Corporate Governance Guidelines adopted by our Board. We seek to have all of our non-management directors qualify as “independent” under these standards. Our Board has established guidelines to assist it in making its determination of director independence. These guidelines provide that no director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with our Company or our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company or any of our subsidiaries). In making its assessment, our Board determined that any transactions both made in the ordinary course of business between our Company and any director affiliate, and within Nasdaq and our independence standards, were not pertinent to an evaluation of independence.

Our Board of Directors has determined that each of Messrs. Boland, Cella, Clipper, Cobb, Fox and McAndrews and each of Mses. Catalano and Pelletier were independent under the director independence standards described above. Our Board will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Corporate Governance Committee, will make a determination as to which members are independent.

Diversity of Our Board of Directors

The following table reflects information provided by our directors regarding their gender and demographic background.

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Committees of the Board of Directors

Our Board of Directors has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee

We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the Nasdaq listing standards.

Our Audit Committee is primarily responsible, among its other duties and responsibilities, for oversight of the following:

In furtherance of the above, our Audit Committee is directly responsible for the appointment, compensation, retention, evaluation and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on our corporate website.

The current members of the Audit Committee are Richard P. Fox (Chair), Peter L. Cella, Christopher L. Clipper and Liane J. Pelletier. Our Board of Directors has designated each member as an “audit committee financial expert” and has determined that each member is “financially literate” under the Nasdaq listing standards and SEC rules. Our Board also has determined that each member of the Audit Committee is “independent” as defined under the Nasdaq listing standards and Exchange Act rules and regulations.

The Audit Committee held 5 meetings during fiscal 2021.

Compensation Committee

Our Compensation Committee is primarily responsible, among its other duties and responsibilities, for the following:

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The Compensation Committee also periodically reviews management development and succession plans. The charter of our Compensation Committee is available without charge on our corporate website.

For additional information on the Compensation Committee’s activities, its use of outside advisors and its consideration and determination of executive compensation, as well as the role of our CEO in recommending the amount or form of compensation paid to the other named executive officers, see “Compensation Discussion and Analysis.”

The current members of the Compensation Committee are Anna C. Catalano (Chair), Peter L. Cella and Liane J. Pelletier. Our Board of Directors has determined that each member of the Compensation Committee is “independent” as defined under the Nasdaq listing standards and SEC rules. The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers.

The Compensation Committee held 6 meetings during fiscal 2021.

Compensation Committee Interlocks and Insider Participation

During 2021, no member of the Compensation Committee was at any time an officer or employee of our Company or any of our subsidiaries, nor was any such person a former officer of our Company or any one of our subsidiaries. During 2021, there were no related person transactions between our Company and any of our Compensation Committee members that require disclosure under SEC rules.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is primarily responsible, among its other duties and responsibilities, for the following:

The charter of our Nominating and Corporate Governance Committee is available without charge on our corporate website.

The current members of the Nominating and Corporate Governance Committee are Brian P. McAndrews (Chair), D. Steve Boland and William C. Cobb. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the Nasdaq listing standards.

The Nominating and Corporate Governance Committee held 4 meetings during fiscal 2021.

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Corporate Governance Practices and Policies

Elements of Governance

Following are highlights of corporate governance at the Company. Please see the following pages of this section for more information.

Board Leadership Structure

Our Board of Directors is currently led by our Chairman, William C. Cobb. As stated in our Corporate Governance Guidelines, the Board has no policy with respect to the separation of the offices of Chairman of the Board and CEO. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company at a given point in time. The Board believes this governance structure currently promotes a balance between the Board’s independent authority to oversee our business and the CEO and his management team, who manage the business on a day-to-day basis. The Board expects to review its leadership structure annually to ensure that it continues to meet our needs.

Executive Sessions

Our Board of Directors holds regular and special meetings throughout each calendar year. In conjunction with those meetings, executive sessions, including separate meetings of only the independent directors, are regularly scheduled throughout the year. Our non-executive Chairman will preside over the executive sessions of the Board. The committees of the Board, as described more fully above, also meet regularly in executive sessions.

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Selection of Nominees for Election to the Board

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and select, or recommend that the Board of Directors select, Board candidates who the Nominating and Corporate Governance Committee believes are qualified and suitable to become members of the Board, consistent with the criteria for selection of new directors adopted from time to time by the Board. The Nominating and Corporate Governance Committee will consider, among other things, the Board’s current composition, including experience, diversity, and balance of inside, outside and independent directors, and the general qualifications of the potential nominees in light of director qualification criteria established by our Board, as described further below under “—Director Qualification Standards.”

In identifying candidates for election to the Board of Directors, the Nominating and Corporate Governance Committee will consider nominees recommended by directors, stockholders and other sources. The Nominating and Corporate Governance Committee will review each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee will recommend the candidate for consideration by the full Board. The Nominating and Corporate Governance Committee has engaged third-party search firms to assist it in identifying, evaluating and recommending potential nominees, including Messrs. Boland and Clipper, who were each appointed in October 2021.

The Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the Board of Directors for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: c/o Corporate Secretary, Frontdoor, Inc., 150 Peabody Place, Memphis, Tennessee 38103. Any such submission should also describe, among other things, the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board. Our Bylaws set forth the complete requirements for direct nomination by a stockholder of persons for election to the Board.

Director Qualification Standards

The Nominating and Corporate Governance Committee charter sets forth certain criteria for the committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the committee will consider whether director candidates satisfy criteria established by the Board of Directors in order to assure that our Board will have the necessary breadth and depth to perform its oversight function effectively, such as: integrity, honesty and adherence to high ethical standards; demonstrated business acumen, experience and ability to exercise sound judgments and willingness to contribute positively to the decision-making process of the Company; skills and experience in one or more areas relevant to us; willingness and capability to take the time to actively participate in Board and committee meetings and related activities; ability to understand the interests of our various constituencies; and the ability to satisfy independence standards with no conflicts of interest. Our Board values diversity on the Board, including gender, racial and ethnic diversity, as well as a range of different experiences, educations, backgrounds, perspectives, skills and knowledge. Our Board is committed to seeking women and individuals from minority groups to serve as directors. To that end, the Nominating and Corporate Governance Committee will endeavor to include women and individuals from minority groups in the pool from which new nominees are chosen. The committee may reevaluate and recommend for Board approval the relevant criteria for Board membership from time to time in response to changing business factors or regulatory requirements. Our full Board will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available on our corporate website. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, Board composition, director orientation and continuing education, ethics and conflict of interest, Board access to management and advisers, director compensation, Board and committee self-evaluation, Board meetings and administration and succession planning. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to our Board any changes to the guidelines.

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Stockholder Engagement

We expect all of our directors to attend our annual meetings of stockholders and be available to answer questions from stockholders at the meetings. Between meetings, we expect Rexford J. Tibbens, our President and CEO, and/or Brian K. Turcotte, our Senior Vice President and Chief Financial Officer (“CFO”), to engage with stockholders on a regular basis at industry and financial conferences, road shows, and one-on-one meetings. In addition, we are committed to engaging in stockholder outreach to better understand our stockholders’ perspectives and to better understand their priorities and concerns on the topics of our corporate governance and executive compensation, as well as broader ESG practices. We believe that ongoing engagement builds mutual trust and understanding with our stockholders.

During 2021, we reached out to more than 25 of our largest stockholders—representing over 70% of our outstanding shares—and were able to engage with a majority of these firms. The feedback we have received from our major stockholders has been supportive, and included suggestions regarding ESG disclosure and considerations for the performance-based component to our long-term equity compensation. See the sections below entitled “—Environmental, Social and Governance” and “Compensation Discussion and Analysis—Determination of Executive Compensation—Prior Year Say on Pay Vote” and “Compensation Discussion and Analysis—Components of 2021 Compensation—Long-Term Equity Incentive Awards — 2021 Awards” for more information on how we addressed these comments in fiscal 2021.

Communicating with the Board of Directors

Any stockholder or interested party who wishes to communicate with our Board of Directors as a whole, the independent directors, or any individual member of the Board or any committee of the Board may write to or email the Company at: c/o General Counsel, Frontdoor, Inc., 150 Peabody Place, Memphis, Tennessee 38103 or Board_of_Directors@frontdoorhome.com.

Our Board of Directors has designated our General Counsel or his or her designee as its agent to receive and review written communications addressed to the Board, any of its committees, or any Board member or group of members. The General Counsel may communicate with the sender for any clarification. The General Counsel will promptly forward to the chairman of the Board all communications, other than ordinary business communications, and in consultation with the chairman of the Board and our CEO, will determine the next steps. The General Counsel will also forward to the appropriate committee chair any communication alleging financial, legal, ethical or compliance issues or any other matter deemed by the General Counsel to be potentially material to us. As an initial matter, the General Counsel will determine whether the communication is a proper communication for the Board. The General Counsel will not forward to the Board, any committee or any director communications of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, junk mail and mass mailings, business or employment solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the General Counsel to be insignificant to the Company, or ordinary business communications. The Nominating and Corporate Governance Committee receives regular reports from management on the communications received.

Risk Oversight

Our Board of Directors as a whole has responsibility for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board into the identification and assessment of key risks and our risk mitigation strategies. The full Board has primary responsibility for evaluating strategic and operational risk management, including cybersecurity risk and succession planning. Our Audit Committee is responsible for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, and for overseeing compliance related to legal and regulatory exposure, and meets regularly with our chief legal and compliance officer. Our Audit Committee also undertakes responsibility for assisting the Board in overseeing cybersecurity risk, including policies and procedures for assessing and managing that risk, and meets with appropriate members of our management team regarding such risk at least quarterly. Our Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Nominating and Corporate Governance Committee oversees risks associated with ESG issues as more fully described below, including the assessment and development of plans to address risks arising from ESG issues. Each of these committees provide reports to the full Board regarding these and other matters.

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Code of Conduct and Financial Code of Ethics

Our Board of Directors has adopted a Code of Conduct that applies to all of our directors, officers and employees, as well as a Financial Code of Ethics that applies to the CEO, CFO, Controller, and other designated officers and employees, including our financial employees. The Code of Conduct and Financial Code of Ethics each address matters such as acting with integrity, conflicts of interest, confidentiality and compliance with laws and regulations. The Company takes seriously allegations of non-compliance with the Code of Conduct, other Company policies and applicable laws and regulations. The Company maintains the confidentiality of information and individuals related to reports of violations required by law or when needed to properly examine or adequately respond to the matter. Employees may submit concerns and other complaints, including with respect to accounting, internal accounting control or auditing matters, fraud or other non-compliance anonymously through our Ethics Helpline or corporate website. The Code of Conduct and the Financial Code of Ethics are available without charge on our corporate website.

We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our executive officers or our directors, by posting such information on our corporate website.

Environmental, Social and Governance

Frontdoor is committed to developing ESG initiatives that strengthen our value as a service provider, employer and global corporate citizen. In 2021, we prepared our first-ever sustainability report (our “Sustainability Report”). Our Sustainability Report is an important milestone for the Company in demonstrating our commitment to ESG initiatives. We recognize that we are in the early stages of our ESG journey, but are committed to evolving and strengthening our practices and disclosures to further operate in a way that benefits those in the world around us.

Our Company Governance and ESG Oversight

Good corporate citizenship begins with good corporate governance. Corporate governance and responsibility are ingrained in our culture — and are the basis for our good decision-making, accountability, risk management and performance optimization. Our Board of Directors establishes policies and procedures to guide the Company’s oversight of our ESG initiatives. In addition to the corporate governance practices described throughout the “Corporate Governance” section of this Proxy Statement, following are some highlights of our governance practices in 2021:

ESG Oversight

We believe that authentic, meaningful ESG initiatives strengthen our value as a service provider, as an employer and as a corporate citizen. To ensure that our initiatives are impactful, our Board of Directors oversees our ESG performance and holds management accountable for meeting our objectives. Executing those objectives is the responsibility of our cross-functional ESG management team. Consisting of our CEO and other senior leaders, it ensures not only that our ESG efforts are meaningful to the business and to stakeholders, but also that they are feasible enough to be successfully implemented and sustained over time.

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Our network of approximately 17,000 contractors, which employ an estimated 60,000 technicians, and the vendors that supply parts and replacement items, are critical to providing services to our customers. Following are some of the highlights of our engagement with our value chain in 2021:

Stewardship of our Environment and World

We recognize that changes in our environment, such as climate change, are a risk to our business and communities, and believe that efficiency in the use of resources is important. At the center of these efforts is our Environmental Policy, which is administered by our ESG management committee. Following are some of the ways we lived our commitments to our environment and world in 2021.

To review additional information about the Company’s ESG initiatives and review our Sustainability Report, please go to our corporate website at https://www.frontdoorhome.com/sustainability-report-2021. The information contained on or accessible through our corporate website, including the Company’s Sustainability Report, is not considered part of this Proxy Statement.

Procedures for Treatment of Complaints Regarding Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act of 2002, our Board of Directors has adopted procedures for the receipt, retention and treatment of complaints regarding accounting controls or auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters. These procedures for the receipt, retention and treatment of complaints are also available for use by employees who would like to raise other concerns, such as concerns related to harassment, conflicts of interest or other matters discussed in our Code of Conduct.

Certain Securities Transactions

Short Selling

Our Board of Directors has adopted a policy that prohibits our directors, officers and employees from short sales and transactions in puts and calls of our equity securities. Short sales of our securities evidence an expectation on the part of the seller that such securities will decline in value and signal to the market an absence of confidence in our short-term prospects. Short sales may also reduce the seller’s incentive to improve our performance.

Pledges and Hedges

In addition, our Board of Directors has adopted a policy that prohibits any of our directors, officers and employees from pledging our equity securities or engaging in hedging transactions in our equity securities. Certain forms of hedging or monetization transactions (such as zero-cost collars, equity swaps, exchange funds and forward sale contracts) allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential appreciation in the stock. These transactions allow the person to continue to own the stock, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as our other stockholders.

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PROPOSAL 2
Ratification of the Selection of Independent Registered Public Accounting Firm

The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for fiscal 2022. The Audit Committee first retained Deloitte as our independent registered public accounting firm in October 2018 immediately following the Spin-off, and Deloitte has continued to serve in that capacity through fiscal 2021.

The Audit Committee annually evaluates the independence and performance of our independent registered public accounting firm and determines whether to retain the current firm or consider other firms. In addition, in conjunction with the mandated rotation of our external auditor’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of the external auditor’s new lead engagement partner.

In selecting Deloitte as our independent registered public accounting firm for fiscal 2022, the Audit Committee considered carefully Deloitte’s performance as the Company’s independent registered public accounting firm in fiscal 2021, its independence with respect to the services to be performed, its technical expertise and knowledge of the Company’s industry and operations, the reasonableness of its fees, and its general reputation for adherence to professional auditing standards. The Audit Committee and the Board of Directors believe that the continued retention of Deloitte as our independent registered public accounting firm is in the best interests of the Company and our stockholders. Representatives of Deloitte are expected to participate in the 2022 Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Ratification by the stockholders of the selection of the independent registered public accounting firm is not required, but the Board of Directors believes that it is desirable to submit this matter to the stockholders. If the selection of Deloitte is not ratified at the 2022 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment. Even in the event our stockholders ratify the appointment, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during fiscal 2022 if the committee determines that such a change would be in the Company’s and its stockholders’ best interests.

	THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022.

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Independent Auditor Fees and Services

The following table summarizes the fees that Deloitte billed to us for fiscal 2021 and fiscal 2020 for audit and other services. Audit fees also include an estimate of amounts not yet billed.

Audit Fees

Audit fees for fiscal 2021 and fiscal 2020 include fees paid for professional services rendered by Deloitte in connection with the audit and quarterly review of the Company, the audit of the effectiveness of internal controls over financial reporting and other services associated with regulatory filings.

Audit-Related Fees

Audit-related fees for fiscal 2021 and fiscal 2020 principally represent fees paid for professional services rendered by Deloitte in connection with support related to certifications performed for statutory requirements.

Tax Fees

Deloitte did not render any tax compliance, tax advice or tax planning services to us in fiscal 2021 or fiscal 2020.

All Other Fees

There were no such fees paid for fiscal 2021 and fiscal 2020.

Pre-Approval Policy

The Audit Committee’s Policy Regarding Pre-Approval of Services of the Independent Auditor provides for pre-approval of audit, audit-related, tax and other services specifically described in the policy. Requests for services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both our independent registered public accounting firm and our CFO or other appropriately designated officer, and must include a joint statement stating that the performance of such services will not impair the independence of the independent auditor and whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, provided that such authority shall not include the approval of services for which the associated fees exceed $150,000. Pursuant to this delegation, the committee member to whom such authority is delegated must report any pre-approval decision to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated specific pre-approval authority to its chair, subject to and in accordance with the terms of the policy.

All of the services described above were pre-approved by the Audit Committee in accordance with the policy.

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Audit Committee Report

The following is the report of the Audit Committee of the Board of Directors with respect to the Company’s audited financial statements for fiscal 2021.

The Audit Committee is governed by the Audit Committee Charter adopted by the Company’s Board of Directors. Our Board has determined that each current member of the Audit Committee, namely Richard P. Fox, Peter L. Cella, Christopher L. Clipper and Liane J. Pelletier, (i) is an “independent” director based on Nasdaq Rule 5605 and our Corporate Governance Guidelines, (ii) satisfies the SEC’s additional independence requirement for members of audit committees, and (iii) is an “audit committee financial expert” as defined by SEC rules.

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee has met, reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements and the reporting process, including the system of internal controls. In this context, the Audit Committee has held discussions with management and Deloitte, the Company’s independent registered public accounting firm for fiscal 2021, regarding the fair and complete presentation of the Company’s financial position and results of operations in accordance with U.S. GAAP and regulations of the SEC. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP. Deloitte is responsible for expressing opinions on the conformity of the Company’s financial statements with U.S. GAAP and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also has held discussions with management and Deloitte regarding the effectiveness of the Company’s internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

In addition, the Audit Committee has:

Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2021.

The Audit Committee has selected Deloitte as the Company’s independent registered public accounting firm for fiscal 2022, and the Board of Directors has approved submitting such selection to the stockholders for ratification.

This report is being provided by the following independent directors who constituted the Audit Committee as of February 18, 2022, the date of the approval of this report by the Audit Committee.

Respectfully submitted,
Audit Committee
Richard P. Fox, Chair
Peter L. Cella
Christopher L. Clipper
Liane J. Pelletier

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PROPOSAL 3
Advisory Vote to Approve Named Executive Officer Compensation

As required by Section 14A of the Exchange Act, the Company is seeking advisory stockholder approval of the compensation of its named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules. Stockholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.”

As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement, the 2021 executive compensation program of the Company was designed to achieve the following key objectives:

The Compensation Committee and the Board of Directors believe that the design of the 2021 executive compensation program, and hence the compensation awarded to named executive officers under the program, fulfilled these objectives. In particular, a significant portion of the compensation of the named executive officers consisted of long-term equity incentive compensation that aligns their compensation with the interests of stockholders over the long term.

Stockholders are urged to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which discusses in detail how the Company’s compensation approach implements the Company’s compensation objectives.

While the results of the vote are non-binding and advisory in nature, the Compensation Committee and the Board of Directors intend to review and consider the results of the vote. The next vote to approve the compensation of our named executive officers is expected to be held at the Company’s 2023 Annual Meeting of Stockholders.

	THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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Executive Officers of the Company

Below is a list of our executive officers and their respective ages (as of March 21, 2022).

REXFORD J. TIBBENS
Age 53	Mr. Tibbens has served as the President and Chief Executive Officer and as a member of the Board of Directors of the Company since May 2018. From April 2015 to December 2017, Mr. Tibbens served as the chief operating officer of Lyft, a leading on-demand transportation company based in San Francisco, California. While at Lyft, Mr. Tibbens worked to expand the service to every state and launched crucial strategic initiatives, including Lyft’s Nashville support center and Express Drive, a program that allowed potential Lyft drivers to rent vehicles so they could provide service in select cities. From August 2011 to March 2015, Mr. Tibbens served as a vice president at Amazon.com, Inc., a global e-commerce and technology company, where he led the technical and product development of Prime Now, Amazon’s one-hour delivery service. Before Amazon, Mr. Tibbens spent twelve years at Dell Inc., a global technology company, serving in a variety of operations and logistics roles, including as executive director of Global Services. Mr. Tibbens currently serves on the board of directors of Arrival, a global manufacturer of electric vehicles. Mr. Tibbens is a graduate from the University of Kentucky, with a Bachelor’s degree in Finance, and also holds an M.B.A. from Case Western Reserve University.
President and Chief Executive Officer, Director

BRIAN K. TURCOTTE
Age 64	Mr. Turcotte has served as the Senior Vice President and Chief Financial Officer of the Company since July 2018. From March 2013 to July 2018, Mr. Turcotte served in a variety of leadership roles at Terminix, most recently as Treasurer and Vice President of Investor Relations. While at Terminix, he also previously served as Vice President of finance for American Home Shield and Franchise Services Group, and Vice President of finance for the consolidated marketing group. Prior to joining Terminix, from August 2007 to March 2013, Mr. Turcotte served as the vice president, finance and investor relations at Office Depot, a leading provider of business services and supplies, products and technology solutions, leading the shareholder communications effort, as well as having financial reporting responsibility for the company’s operations in Asia and Latin America. His career also includes time with Xylem Global Partners, a New York-based asset management firm, where he was vice president and equity analyst. Prior to that, he spent more than 25 years with International Paper, a global producer of pulp and paper products, holding a variety of leadership positions in investor relations, sales and marketing, global product development, and other functions at locations across the United States. Mr. Turcotte holds a Bachelor’s degree in Engineering from the State University of New York at Syracuse University and an M.B.A. from the New York University Stern School of Business.
Senior Vice President and Chief Financial Officer

JEFFREY A. FIARMAN
Age 53	Mr. Fiarman has served as the Senior Vice President, General Counsel and Secretary of the Company since August 2018. Prior to joining the Company, Mr. Fiarman served from July 2017 to August 2018 as general counsel for Wedgewood Pharmacy, a leading provider in the United States of customized medications for the veterinary market. Prior to joining Wedgewood Pharmacy, from September 2014 to July 2017, Mr. Fiarman advised startup companies and new business ventures, and co-founded an entrepreneurial venture focused on consumer wearable technology. From May 2013 until September 2014, Mr. Fiarman served as executive vice president, general counsel and secretary of IDEXX Laboratories, Inc., a leading animal diagnostics healthcare provider. While at IDEXX, he oversaw the company’s global legal, compliance, business development, regulatory and quality assurance functions. Prior to IDEXX, from June 2000 until April 2013, Mr. Fiarman served in various leadership roles with WW International, Inc. (formerly, Weight Watchers International, Inc.), a leading provider of weight management services, including seven years as executive vice president, general counsel and secretary, during which he provided oversight for a broad range of legal, regulatory, intellectual property and risk management functions. While at WW, Mr. Fiarman also served as the first general counsel and a member of the founding leadership team for WW’s internet business, the global cloud-based leader in consumer weight management services and products. Mr. Fiarman began his career as an attorney with Gibson, Dunn & Crutcher in Washington, D.C., specializing in corporate and tax law. Mr. Fiarman holds a Bachelor’s degree in Economics from The Wharton School of the University of Pennsylvania and a Juris Doctor from Columbia University School of Law.
Senior Vice President, General Counsel and Secretary

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.

Respectfully submitted,
Compensation Committee
Anna C. Catalano, Chair
Peter L. Cella
Liane J. Pelletier

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Compensation Discussion and Analysis 

Executive Summary

Key Compensation Actions for Fiscal 2021

Our Compensation Committee made the following determinations with respect to our fiscal 2021 executive compensation program:

What We Do and Don’t Do Within Our Executive Compensation Program

In designing our executive compensation program, our Compensation Committee has incorporated certain practices into the program and omitted certain other practices, as follows.

What We Do			What We Don’t Do
	Pay for Performance			No Excessive Risk-Taking in Our Compensation Programs
	Competitive Compensation/Peer Group Benchmarking			No Hedging, Pledging or Short Sales
	Annual Compensation Risk Assessment			No Backdating or Repricing of Stock Options
	Clawback Policy			No Tax Gross-Ups
	Stock Ownership Guidelines
	Double Trigger Vesting for Equity Awards
	Independent Compensation Consultant

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Fiscal 2021 Performance Overview

Our Company, led by our named executive officers, delivered another year of growth in 2021 and advanced key strategic objectives, including:

Objectives of Our Executive Compensation Program

Our compensation plans for executives (including the NEOs) are designed to:

We believe that our pay actions for 2021 and the programs we have established fully reflect these objectives.

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Elements of Executive Compensation, Including for NEOs

The following chart describes in detail the individual pay components of our executive compensation program, the role of each component and the key characteristics and considerations of each component.

Each of these elements, discussed in more detail below, plays an integral role in our balancing of executive rewards over short- and long-term periods and our ability to attract and retain key executives. We believe the design of our executive compensation program creates alignment between performance achieved and compensation awarded and motivates achievement of both annual goals and sustainable long-term performance.

We believe it is necessary for our executive compensation program to be attractive to compete in the national market for executive talent and that our program must support our growth strategy and business objectives. As a result of this focus, we rely on competitive pay practices, and individual and business performance in determining the compensation of our executives. In making these compensation determinations, we also consider historical individual compensation levels and historical Company payout levels for annual cash incentives. The executive compensation program and underlying philosophy are reviewed at least annually to determine what, if any, modifications should be considered.

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Determination of Executive Compensation

Role of the Compensation Committee and Management

The role of our Compensation Committee is to assist our Board of Directors in the discharge of its responsibilities relating to our executive compensation program. The Compensation Committee is responsible for establishing, administering and monitoring our policies governing the compensation for our executive officers, including determining salaries and short- and long-term incentive awards.

The Compensation Committee will determine the CEO’s compensation and report and discuss the approved compensation with our Board of Directors. Our CEO will recommend to the Compensation Committee compensation for our other executive officers based on his assessment of each executive officer’s area of responsibility, individual performance, overall contribution and prevailing marketplace conditions. Our CEO provides input to the Compensation Committee regarding compensation mix, incentive plan design, pay levels and inducement packages pertaining to the recruitment of new executives. These items were assessed by the Compensation Committee, with input from the Compensation Committee’s independent compensation consultant, and considered by the Compensation Committee as part of its evaluation of our executive compensation program design. Our CEO will continue to play an active role in evaluating our executive leadership team and determining their compensation in support of the Compensation Committee’s activities. However, the CEO does not play a role in determining his own compensation.

Role of the Independent Compensation Consultant

The Compensation Committee engaged Meridian as its independent compensation for 2021. During the compensation planning process, the Compensation Committee expects its compensation consultant to provide analysis, recommendations, and advice that will inform the Compensation Committee’s decisions. Meridian’s services include, but are not limited to: (i) providing market pay comparisons pertaining to the Company’s executives; (ii) assisting in the design and implementation of executive incentive plans to ensure appropriate linkage to stockholder value creation; (iii) updating the Compensation Committee on governance trends relating to executive compensation; and (iv) reviewing various proposals presented by management to the Compensation Committee on executive compensation matters. Pursuant to SEC rules, the Compensation Committee has assessed the independence of Meridian and has concluded that Meridian, and the individual compensation advisers employed by Meridian, are independent and have no conflicts of interests that would prevent Meridian from independently providing services to the Compensation Committee.

Peer Group

Our peer group for 2021 was established by our Compensation Committee with input from Meridian and reflects a group of companies with similar or adjacent business models and who source talent from the same labor pools as the Company. In determining the peer group, the size and performance of the companies were taken into consideration, with preference given to companies having revenues generally ranging from 0.25 to 4.0 times the revenue of the Company.

The Compensation Committee used the peer group as a reference point when reviewing the competitiveness of our executive compensation program, in making executive compensation decisions, and in assisting with the design and operation of our annual incentive plan and long-term incentive awards.

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In July 2021, the Compensation Committee completed a review of our peer group. The Compensation Committee considered a number of factors, beginning with company size, performance and industry. The Compensation Committee further examined potential peer companies for similarities in operations, including profitable growth; recurring revenue; home or real estate services; and transformational, local network-related, technology enabled and platform enabled businesses; and also included core and emerging peer companies based on the application of financial, industry, competitive and qualitative filters. Based on these factors, the Compensation Committee made no adjustments to our peer group for 2022. The appropriateness of the companies comprising the peer group will be reassessed annually, and any changes to the composition of the group will be subject to approval by the Compensation Committee.

Prior Year Say on Pay Vote

In 2021, the Compensation Committee considered the outcome of the stockholder advisory vote on 2020 executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program and policies. Our stockholders voted at our 2021 Annual Meeting of Stockholders, in a non-binding, advisory vote, on the 2020 compensation paid to our NEOs. Over 93% of the votes were cast in favor of the Company’s 2020 compensation decisions. See “Corporate Governance—Corporate Governance Practices and Policies—Stockholder Engagement” for additional information about our stockholder engagement during 2021.

Components of 2021 Compensation

A significant portion of the 2021 total direct compensation for our executives consisted of variable, at-risk compensation. Variable, at-risk total direct compensation includes the 2021 annual cash incentive plan (“AIP”) award at target and long-term equity-based incentive award dollar value at target. The following charts illustrate the proportional components of 2021 compensation for our CEO, and the average proportional components of 2021 compensation for our other NEOs, as well as a percentage of overall, variable, at-risk compensation.

 

In February 2021, the Compensation Committee determined the salary and incentive compensation opportunities for our executives for 2021. The Compensation Committee considered data regarding compensation for the Company’s 2021 Peer Group, as well as third-party salary survey information and the Company’s business strategy, and then adjusted the proportion of the pay components for each executive’s compensation, primarily to increase the focus on equity-based compensation.

Salary

The Compensation Committee will annually review the salaries of our executives, which includes our executive officers and other members of the senior leadership team. The Compensation Committee may take into account various factors when considering annual merit increases, including:

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The following table sets forth information regarding the 2021 salaries for our NEOs.

The Compensation Committee determined to increase the salaries of Messrs. Turcotte (from $460,100) and Fiarman (from $450,000), in each case effective April 1, 2021, to reflect competitive practice among the Company’s peer group, as well as general industry practice and individual proficiency and experience. The Compensation Committee determined not to increase the salary of Mr. Tibbens in 2021, making no change to the salary in effect as of December 31, 2020, determining that, in keeping with its performance-focused approach to compensation, an increase to Mr. Tibbens’s short-term AIP percentage was more appropriate.

Annual Cash Incentive Awards

2021 Annual Incentive Plan Design

The Compensation Committee approved an annual incentive plan for 2021 that was designed to reward the achievement of specific pre-set financial and strategic results measured over a fiscal year. The Compensation Committee determined that, consistent with fiscal 2020, the AIP awards for 2021 would be calculated based on the NEO’s eligible earnings, or base salary paid to the NEO, during fiscal 2021.

The target bonus approved by the Compensation Committee for each NEO for 2021 is listed in the table below.

The Compensation Committee increased Mr. Tibbens’s 2021 AIP target bonus from 100% to 120%; and increased Mr. Turcotte’s 2021 target bonus from 75% to 80% to reflect competitive practice among the Company’s peer group, as well as consistency with our performance-focused approach to compensation. The Compensation Committee made no change to the annual incentive target for Mr. Fiarman as it was determined that Mr. Fiarman’s target was in line with peer group practice for similarly situated executives.

The Compensation Committee determined that incentives for our NEOs under the 2021 AIP would be based on our performance with respect to the following performance goals with the following weightings: (1) two financial performance goals consisting of Adjusted EBITDA (35%) and Revenue (30%); and (2) two strategic performance goals consisting of customer retention (20%) and the satisfaction of strategic objectives related to our emerging businesses and customer service (15%); for a total combined weighting of 100%. The Compensation Committee believes that each of the metrics is appropriate to motivate the NEOs to lead the Company and to deliver on annual growth in support of the Company’s long-term strategy.

The weighted achievement factor for each of the performance measures is determined by multiplying the weight attributed to each performance measure by the applicable achievement factor for each measure based on the Company’s fiscal 2021 performance. The Compensation Committee determined to maintain consistency with the weightings of the fiscal 2020 performance goals to reflect the continued focus on these financial and strategic metrics, which the Committee viewed as critical to the Company’s success and necessary to facilitate achievement of the Company’s long-term goals. For the performance measures, the achievement factor will generally be determined by measuring actual performance against the target goal based on a pre-established scale that provides for 25% for threshold performance, 100% for target performance and 200% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement factor is calculated on a linear interpolation basis.

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The following table sets forth the financial performance goals, including threshold, target and maximum performance levels, and the respective weightings of the financial performance goals under the 2021 AIP.

Actual amounts paid under the 2021 AIP are calculated by multiplying each NEO’s 2021 eligible earnings by (i) his 2021 AIP target annual cash incentive opportunity (which is reflected as a percentage of eligible earnings) and (ii) the executive’s weighted achievement factor.

2021 Annual Incentive Plan Determinations

The Compensation Committee assessed our performance against the 2021 AIP financial performance goals set in February 2021 and initially determined the Company achieved $300 million (or 104.2% of target) and $1.602 billion (or 96.9% of target) under its Adjusted EBITDA and Revenue financial performance goals for fiscal 2021, respectively.

The levels of achievement attained, payout percentages and the weighted achievement factors for the financial performance goals are listed in the table below.

The Compensation Committee additionally determined, with respect to the customer retention strategic performance goal, that we achieved 2021 actual results as a percentage of target of 97.0%, resulting in no weighted achievement factor for this goal. With respect to the satisfaction of the strategic objectives goal, which focused on the growth of our ProConnect and Streem emerging businesses and service improvements, the Compensation Committee determined that we achieved 2021 actual results as a percentage of target of 25.0%, resulting in a weighted achievement factor of 3.8% for this goal.

The Compensation Committee then determined that Company performance under the 2021 AIP was 81.3% in the aggregate in accordance with application of the weightings applicable to each of the financial and strategic performance goals.

2021 Annual Incentive Plan Payout

Accordingly, in February 2022, the Compensation Committee awarded Messrs. Tibbens, Turcotte and Fiarman bonuses as set forth in the following table.

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Long-Term Equity Incentive Awards

2021 Awards

In consideration of feedback from stockholders in connection with the Company’s executive compensation program, and to reinforce the Company’s performance and growth agenda, in February 2021, the Compensation Committee determined that it was appropriate to change the type of long-term equity incentive awards by granting PSUs, rather than stock options, for 50% of the long-term equity incentive awards, and that the remaining 50% of the long-term equity incentive awards should again be made up of time-vested RSUs for Messrs. Tibbens, Turcotte and Fiarman. The Compensation Committee believed that PSUs create strong alignment with stockholder interests, since value is delivered only in the event that the performance metrics are met. Meanwhile, time-vested RSUs balanced the appreciation orientation of PSUs with the objectives of real ownership and retention.

In February 2021, the Compensation Committee approved long-term equity incentive awards based on the fair value of our Common Stock on the trading day that immediately preceded the grant date. The Compensation Committee considered data regarding compensation for the Company’s 2021 Peer Group, as well as third-party salary survey information, the Company’s business strategy and feedback from stockholders received in connection with the Company’s executive compensation program.

The table below summarizes the awards that were granted to each of the NEOs in 2021.

The target PSU dollar values were converted into a target number of PSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date. The terms and conditions of the PSUs provide that the PSUs will generally vest and be payable on the third anniversary of the grant date (i.e. on March 29, 2024) subject to the Company achieving certain specified revenue performance goals measured at the end of the third year of a three-year performance period ending on December 31, 2023, subject to the executive’s continued employment through the applicable vesting date. The total number of PSUs that vest will range from 0% to 200% of target as determined by measuring actual performance at the end of the performance period on December 31, 2023 against the performance goal based on a pre-established scale. The RSUs dollar values were converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, and will vest over three years in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date.

If the NEO’s employment terminates upon death or disability during the performance period, the PSUs will vest and be paid out at target. If the NEO’s employment is terminated without cause or the executive terminates his employment for good reason, a pro-rata portion of the PSUs will continue to vest until the third anniversary of the grant date. Upon a change in control during the performance period, unless an alternative award is provided, any unearned portion of the PSU will be considered earned at target, or if the change of control occurs within the last 12 months of the performance period, at the greater of target earned and projected earnings. The post-termination vesting for RSUs will be substantially the same as the rights that apply to RSUs previously granted to the NEOs. Post-termination vesting for PSUs and RSUs are described below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards.”

Fiscal 2022 Executive Compensation

In February 2022, the Compensation Committee determined the salary and incentive compensation opportunities for our executives for 2022. The Compensation Committee considered data regarding compensation for the Company’s 2022 Peer Group, as well as third-party salary survey information, the Company’s business strategy and feedback from stockholders received in connection with the Company’s executive compensation program.

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Effective April 2022, the Compensation Committee determined that the salaries for Messrs. Tibbens, Turcotte and Fiarman should be increased to $825,000, $535,000 and $515,000, respectively, to reflect competitive practice among the Company’s peer group, as well as general industry practice, and individual proficiency and experience. The Compensation Committee additionally increased the annual incentive plan target as a percentage of salary for Mr. Turcotte to 90%. The Compensation Committee approved long-term equity incentive awards, made up of PSUs and RSUs, having grant date fair values of $5,000,000, $1,550,000 and $1,080,000 for Mr. Tibbens, Mr. Turcotte and Mr. Fiarman, respectively, to be granted in March 2022.

Additional Information about Our Compensation Practices

Sign-on, Retention and Discretionary Bonuses

From time to time, we may award sign-on, retention and discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers. No sign-on, retention or discretionary bonuses were awarded to our NEOs in fiscal 2021.

Employment Agreements

Other than Mr. Tibbens, none of our NEOs has an employment agreement relating to his employment with the Company. Mr. Tibbens was hired to serve as our President and CEO pursuant to an employment agreement with us, effective May 15, 2018. Mr. Turcotte became our Senior Vice President and CFO effective July 25, 2018, pursuant to an offer letter dated July 17, 2018. Mr. Fiarman was offered the position of Senior Vice President, General Counsel and Secretary pursuant to an offer letter dated July 5, 2018, and commenced employment on August 27, 2018. The material terms of Mr. Tibbens’s employment agreement are described below under “Executive Compensation Tables—Grants of Plan-Based Awards for Fiscal 2021—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreement.”

Retirement Benefits

Our employees, including the NEOs, are generally eligible to participate in the Frontdoor, Inc. 401(k) Plan (the “Frontdoor 401(k) Plan”), as it may be amended from time to time. The Frontdoor 401(k) Plan is a tax qualified 401(k) defined contribution plan. We made a “safe harbor” matching contribution for our employees who contributed during the 2021 plan year.

Employee Benefits and Executive Perquisites

We offer a variety of health and welfare programs to all eligible employees, including the NEOs. The NEOs are eligible for the same health and welfare benefit programs on the same basis as the rest of our employees, including medical and dental care coverage, life insurance coverage and short- and long-term disability. In addition, pursuant to our 2019 Employee Stock Purchase Plan (the “ESPP”), eligible employees, including the NEOs, may purchase Common Stock, subject to Internal Revenue Service limits, during pre-specified offering periods at a purchase price equal to 85% of the closing price per share on the day preceding the last day of the applicable offering period.

We limit the use of perquisites as a method of compensation and provide executive officers with only those perquisites that we believe are reasonable and consistent with our compensation goal of enabling us to attract and retain superior executives for key positions.

Pursuant to the terms of Mr. Fiarman’s offer letter, the Company covers reasonable commuting expenses from Connecticut to Memphis, Tennessee up to a maximum of 50 round trips per year, including both airfare and ground transportation, consistent with the business travel policies applicable to the Company’s executive team members. Mr. Fiarman did not receive this perquisite in 2021 due to restrictions on travel during the COVID-19 pandemic and our decision in 2021 for our workforce to become virtual-first.

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Post-Termination Compensation

Messrs. Tibbens and Fiarman each have a severance arrangement with us, either as part of their employment agreement, in the case of Mr. Tibbens, or offer letter, in the case of Mr. Fiarman. The severance benefits to which Messrs. Tibbens and Fiarman are entitled are described in detail below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Severance Benefits—Employment Arrangements.” For a description of the potential vesting of outstanding equity awards that may occur in connection with certain termination events, see “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards” below.

Clawback Policy

Our Board of Directors has adopted a clawback policy that provides the Compensation Committee with the discretion to claw back certain performance-based compensation and associated stock transaction proceeds earned, vested or otherwise received (i) during the three years preceding the Company’s conclusion that the financial statements contained a material error or the date a court, regulator, or other legally authorized body directs the Company to restate its financial statements to correct a material error if the executive’s misconduct caused or materially contributed to the restatement; or (ii) during the 12 months prior to the Compensation Committee’s determination that even if a financial restatement has not occurred, the executive engaged in willful and serious misconduct that was injurious to us or our subsidiaries.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines for members of the Board and for NEOs and certain other executives of the Company in order to further align the interests of our directors and such executives with our stockholders. Under these guidelines, such executives and non-employee directors are expected to own shares of our Common Stock in the amounts set forth below.

Under these guidelines, unless otherwise approved by the Board of Directors, such executives and non-employee directors are required to retain 100% of any shares of our Common Stock they acquire until the ownership requirements are satisfied and, thereafter, must remain in compliance with such requirements upon completion of any disposition of shares.

Prohibitions on Short Sales, Hedges and Pledges

We prohibit short sales, hedging and pledging in our equity securities by our directors, officers and employees. See “Corporate Governance—Corporate Governance Practices and Policies—Certain Securities Transactions” for more information.

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Executive Compensation Tables

Summary Compensation Table

The table below summarizes the compensation paid to or earned by each of our NEOs for fiscal 2021, 2020 and 2019.

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Grants of Plan-Based Awards for Fiscal 2021

The following table sets forth information regarding non-equity incentive plan awards, equity incentive plan awards (PSU awards) and RSU awards during fiscal 2021 under the Company’s 2018 Plan, except as otherwise indicated below.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreement

Mr. Tibbens was hired to serve as our CEO pursuant to an employment agreement with us, effective May 15, 2018. Mr. Tibbens’s agreement is initially for a term of four years subject to automatic one-year renewals thereafter, absent termination notice by either party. Under his employment agreement, Mr. Tibbens is entitled to receive an initial salary of $800,000, which amount is subject to annual review by the Compensation Committee, and a target annual incentive bonus opportunity of not less than 100% of his salary. The employment agreement also contains certain restrictive covenants, including confidentiality of information, non-competition, non-solicitation and non-disparagement covenants. The confidentiality covenant has an indefinite term, whereas the non-competition, non-solicitation and non-disparagement covenants apply at all times during the term of his employment with the Company and for one year thereafter. See “—Potential Payments Upon Termination or Change in Control—Severance Benefits—Employment Arrangements” below for a description of the payments and benefits Mr. Tibbens is entitled to under his employment agreement in connection with a termination of his employment.

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Outstanding Equity Awards at Fiscal 2021 Year-End

The following table sets forth information regarding unexercised stock options and any RSUs and PSUs that were not vested for each NEO as of the end of fiscal 2021. There were no unexercised unearned equity incentive plan stock option awards held by the NEOs at such time. Awards with a grant date prior to October 1, 2018, represent long-term equity awards granted by Terminix that were converted to the Company’s awards at the Spin-off.

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Option Exercises and Stock Vested For Fiscal 2021

The following table sets forth information regarding option exercises and RSUs that vested in fiscal 2021.

Pension Benefits

The Company has no pension plans.

Nonqualified Deferred Compensation for Fiscal 2021

The Company has no nonqualified defined contribution or other nonqualified deferred compensation plans.

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Potential Payments Upon Termination or Change in Control

The following summaries and table describe and quantify the potential payments and benefits that we would provide to our NEOs in connection with their termination of employment and/or change in control of our Company. In determining amounts payable, we have assumed in all cases that the terms of the executive’s current employment and equity award agreements with us were in effect on, and the termination of employment and/or change in control occurred on, December 31, 2021, the last business day of fiscal 2021.

Severance Benefits—Employment Arrangements

Mr. Tibbens

Pursuant to Mr. Tibbens’s employment agreement, if Mr. Tibbens’s employment is terminated without “cause” by the Company or by him for “good reason” (in each case, as defined in Mr. Tibbens’s employment agreement), Mr. Tibbens will be entitled to receive: (1) continuation of his salary for a period of 12 months; (2) a lump sum payment equal to his target bonus; (3) reimbursement of COBRA health insurance premiums paid by him for 12 months following the date of termination; (4) payment for any accrued but unused vacation days; and (5) the bonus that he would have been paid in respect of the fiscal year in which the date of termination occurs had his employment not terminated, prorated for the portion of the fiscal year during which he was employed, based on actual performance.

In the event Mr. Tibbens’s employment is terminated by reason of death or disability prior to May 15, 2022, Mr. Tibbens (or his executors or legal representatives) will be entitled to receive (1) the bonus that he would have been paid in respect of the fiscal year in which the date of termination occurs had his employment not terminated, prorated for the portion of the fiscal year during which he was employed, based on actual performance and (2) payment for any accrued but unused vacation days. On each anniversary after May 15, 2022, Mr. Tibbens’s term of employment will be automatically extended by one year.

Payments of Mr. Tibbens’s severance benefits are subject to him signing a general release of claims and continued compliance with certain restrictive covenants, including confidentiality of information and non-competition, non-solicitation and non-disparagement covenants. The confidentiality covenant has an indefinite term, and the non-competition, non-solicitation and non-disparagement covenants each have terms effective both during the term of his employment and for one year following any termination of employment. In addition, payments and benefits are reduced in connection with a change in control (within the meaning of Section 280G of the Internal Revenue Code (the “Code”)) to the highest amount that may be paid to Mr. Tibbens without subjecting any payment to the excise tax, so long as he would retain a greater net after-tax payment if the payments are reduced.

Mr. Fiarman

Mr. Fiarman’s offer letter provides that if his employment is terminated by the Company without “cause” or by him for “good reason” (in each case, as defined in his offer letter), Mr. Fiarman will be entitled to receive: (1) an amount equal to 12 times his monthly salary in effect on the date of termination, paid in 12 equal monthly installments; (2) an amount equal to his target bonus during the year of termination, paid in 12 equal monthly installments; (3) if the termination occurs after June 30 of any year, the bonus that he would have been paid in respect of the fiscal year in which the date of termination occurs had his employment not terminated, prorated for the portion of the fiscal year during which he was employed, based on actual performance; and (4) payment for any accrued but unused vacation days.

Equity Awards

Termination without “Cause” or by Executive for “Good Reason”

If an NEO’s employment is terminated by us without cause or if the executive voluntarily terminates his employment for any reason, all unvested stock options and RSUs (other than Mr. Tibbens’s sign-on RSUs) immediately terminate. Upon such a termination, the NEO may exercise vested options before the first to occur of (1) the three-month anniversary of the NEO’s termination of employment, (2) the expiration of the options’ normal term, after which date such options are cancelled, or (3) the cancellation of the options in the event of a change in control in exchange for a cash payment. Unvested PSUs granted to an NEO in 2019 will remain eligible to vest following a termination of the NEO by us without “cause” or by the NEO for “good reason” (in each case as

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defined in the applicable award agreement) until the earlier of (x) the final determination date with respect to the performance period and (y) the determination date in respect of the end of the second fiscal quarter after such termination occurs. Unvested PSUs granted to an NEO in 2021 will be prorated and remain eligible to vest following termination of the NEO by us without “cause” or by the NEO for “good reason” (in each case as defined in the applicable award agreement) until the 3^rd anniversary of the date of grant (i.e. until March 29, 2024).

Death or Disability

If an NEO’s employment terminates by reason of death or disability, all unvested options will vest, and all options will remain exercisable until the first to occur of (1) the one-year anniversary of the executive’s date of termination, (2) the expiration of the options’ normal term, after which date such options are cancelled, or (3) the cancellation of the options in the event of a change in control in exchange for a cash payment. With respect to RSUs, the portion of unvested RSUs that would vest on the next vesting date following the termination will vest on a pro-rata basis. Unvested PSUs granted to an NEO in 2019 will remain eligible to vest until the end of the performance period based on actual achievement of performance milestones if an NEO’s employment terminates by reason of death or disability. Unvested PSUs granted to an NEO in 2021 will immediately vest at target (i.e. 100%) following termination of the NEO’s employment by reason of death or disability.

Change in Control

Upon a change in control during the performance period, the PSUs granted in 2019 will immediately vest at target (i.e. 100%). Upon a change in control during the performance period, unless an “alternative award” is provided, the PSUs granted in 2021 will immediately vest at target (i.e. 100%) or, if the date of the change of control is within 12 months of the performance period end date (i.e. December 31, 2023), shares vesting will be the greater of (i) the target earning percentage for the performance period, and (ii) the projected/actual earning percentage for the performance period as of the date of the change of control.

Termination in Connection with a Change in Control

Pursuant to the 2018 Plan, upon a change in control, no cancellation, acceleration of vesting or other payment shall occur with respect to any stock option, RSU or 2021 PSU if our Board of Directors reasonably determines prior to the change in control that the executive shall receive an “alternative award” meeting the requirements of the plan; provided, however, if within two years following a change in control, the NEO’s employment is terminated by us without “cause” or by the NEO for “good reason” (in each case as defined in the applicable award agreement), at a time when any portion of the alternative award is unvested, the unvested portion of such alternative award shall immediately vest in full and such executive shall be provided with either cash or marketable stock equal to the fair market value of the stock subject to the alternative award on the date of termination.

Restrictive Covenants

As a condition of receiving their equity awards granted since 2019, each of Messrs. Tibbens, Turcotte and Fiarman agreed to certain restrictive covenants, including non-competition and non-solicitation covenants. The non-competition and non-solicitation covenants each have terms effective both during the term of the executive’s employment with the Company and for 12 months following any termination of employment. In addition, as a condition to receiving his sign-on and annual equity awards, Mr. Tibbens agreed to be subject to the same restrictive covenants contained in his employment agreement as described above, including confidentiality of information and non-competition, non-solicitation and non-disparagement covenants; provided, however, that in the case of his stock options the post-termination restriction period is extended to 24 months.

frontdoor • 2022 Proxy Statement     48

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Estimated Payments and Benefits Upon Termination

The following table describes the potential benefits that would have been payable to our NEOs under existing contractual arrangements assuming a termination occurred on December 31, 2021, the last business day of fiscal 2021. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. The amounts reported below related to the acceleration of outstanding equity awards assume a share price equal to $36.65, the closing market price of our Common Stock on the Nasdaq on December 31, 2021, the last trading day of fiscal 2021.