Frontdoor, Inc. - DEF 14A

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:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	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)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

May 11, 2023

10:00 a.m. Central Daylight Time

3400 Players Club Parkway, Ste. 300

Memphis, Tennessee 38125-1731

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/FTDR2023
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 27, 2023, the record date, are entitled to notice of, and to vote at, the 2023 Annual Meeting of Stockholders 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 2023 Annual Meeting at www.virtualshareholdermeeting.com/FTDR2023.

NOTICE
of 2023 Annual
Meeting of
Stockholders

The 2023 Annual Meeting of Stockholders of Frontdoor, Inc. (the “Company”) will be held on Thursday, May 11, 2023 at 10:00 a.m. Central Daylight Time (the “2023 Annual Meeting”).

Virtual Meeting
The 2023 Annual Meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/FTDR2023. 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 2023 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

To elect the seven nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term;

To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023;

To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation; and

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, 2023

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3400 Players Club Parkway, Ste. 300
Memphis, Tennessee 38125-1731

2023 PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 11, 2023

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 2023 Annual Meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/FTDR2023 on Thursday, May 11, 2023 at 10:00 a.m. Central Daylight Time. At the 2023 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

To elect the seven nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a one-year term;

To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023;

To hold a non-binding, advisory vote to approve the Company’s named executive officer compensation; and

To conduct such other business as may properly come before the meeting and any and all adjournments or postponements thereof, if necessary.

By submitting your proxy (via the Internet, telephone or mail), you authorize William C. Cobb, Chief Executive Officer and Chairman of the Board of Directors of the Company, Jeffrey A. Fiarman, Senior Vice President, General Counsel and Secretary of the Company, and Jessica P. Ross, Senior Vice President and Chief Financial Officer of the Company, to represent you and vote your shares at the 2023 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 2022 Annual Report is being made available to the Company’s stockholders concurrently herewith. Although the 2022 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, 2023. We will be hosting the 2023 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:

•

Any stockholder can participate in the 2023 Annual Meeting live via audio webcast at www.virtualshareholdermeeting.com/FTDR2023

•

The audio webcast starts at 10:00 a.m. Central Daylight Time

•

Stockholders need a sixteen-digit control number to join the 2023 Annual Meeting

•

Stockholders of record at the close of business on March 27, 2023 may vote electronically and submit questions while participating in the 2023 Annual Meeting on the Internet

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

Proxy Highlights and Summary

2023 Annual Meeting of Stockholders

Stockholder Voting Matters

Fiscal 2022 Performance Overview

Our Director Nominees

Corporate Governance Highlights

Executive Compensation Highlights

Proposal 1 Election of Directors

Directors of the Company

Knowledge, Skills and Experience of Directors

Skills Matrix

Director Compensation

Compensation and Stock Paid to Directors

Corporate Governance

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

Composition of the Board of Directors

Diversity of Our Board of Directors

Director Independence

Committees of the Board of Directors

Corporate Governance Practices and Policies

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

Independent Auditor Fees and Services

Audit Committee Report

Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation

Executive Officers of the Company

Compensation Committee Report

Compensation Discussion and Analysis

Executive Summary

Objectives of Our Executive Compensation Program

Elements of Executive Compensation, Including for NEOs

Determination of Executive Compensation

Components of 2022 Compensation

Fiscal 2023 Executive Compensation

Additional Information about Our Compensation Practices

Clawback Policy

Stock Ownership Guidelines

Prohibitions on Short Sales, Hedges and Pledges

Executive Compensation Tables

Summary Compensation Table

Grants of Plan-Based Awards for Fiscal 2022

Outstanding Equity Awards at Fiscal 2022 Year-End

Option Exercises and Stock Vested For Fiscal 2022

Pension Benefits

Nonqualified Deferred Compensation for Fiscal 2022

Potential Payments Upon Termination or Change in Control

Pay Ratio Disclosure

Pay Versus Performance

Securities Authorized for Issuance Under Equity Compensation Plans

Security Ownership of Certain Beneficial Owners, Directors and Management

Procedures for Approval of Related Person Transactions

Delinquent Section 16(a) Reports

Additional Information

Information about the 2023 Annual Meeting of Stockholders and Voting

Other Business

Procedures for Submitting Stockholder Proposals

Stockholders of Record with Multiple Accounts

Annual Report and Other Corporate Documents

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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. 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, TM and ^® 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.

2023 Annual Meeting of Stockholders

When	Time and Date: 10:00 a.m. Central Daylight Time, May 11, 2023
Location	Virtual Meeting Address: www.virtualshareholdermeeting.com/FTDR2023
Record Date	Record Date: March 27, 2023
Internet	Admission/Audio Webcast: Please follow instructions contained in “Information about the 2023 Annual Meeting of Stockholders and Voting.”

Stockholder Voting Matters

Proposal	Board’s Voting Recommendation	Page Reference
1. Election of Directors	FOR EACH NOMINEE	9
2. Ratification of Independent Registered Public Accounting Firm	FOR	29
3. Advisory Vote Approving Executive Compensation	FOR	32

On March 30, 2023, we posted on our corporate website at www.frontdoorhome.com, and began mailing to stockholders who requested paper copies, this Proxy Statement and our 2022 Annual Report.

Fiscal 2022 Performance Overview

Despite 2022 being one of the most challenging macroeconomic environments that we have experienced, our Company, led by our named executive officers, delivered another year of growth in 2022 and advanced key strategic objectives, including:

•

Revenue increased 4% to $1,662 million, which was comprised of increases in price and a change in product mix, partially offset by lower volumes;

•

Gross Profit decreased 10% to $710 million, primarily driven by higher inflation;

•

Net Income decreased 45% to $71 million;

•

Adjusted EBITDA⁽¹⁾ decreased 33% to $214 million, primarily as a result of higher contract claims costs driven by inflationary cost pressures, partially offset by higher revenue conversion⁽²⁾;

•

Customer retention rate improved 150 basis points to 75.7%⁽³⁾; and

•

Utilization of Streem technology and on-demand business continued to evolve as we prepared for the launch of the Frontdoor brand in 2023.

(1)

We define “Adjusted EBITDA” as net income before: depreciation and amortization expense; goodwill and intangibles impairment; restructuring charges; provision for income taxes; non-cash stock-based compensation expense; interest expense; 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, 2022 for a reconciliation of net income to Adjusted EBITDA.

(2)

Revenue conversion includes the impact of the change in the number of home service plans as well as the impact of year-over-year price changes. The impact of the change in the number of home service plans considers the associated revenue on those plans less an estimate of contract claims costs based on margin experience in the prior year period.

(3)

Customer retention rate is presented on a rolling 12-month basis in order to avoid seasonal anomalies.

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Our Director Nominees

You are being asked to vote on the election of the seven directors listed below. Richard P. Fox is not standing for re-election; he will have reached the age of 75 at the time of the 2023 Annual Meeting and in accordance with our Corporate Governance Guidelines will serve on the Board of Directors until the 2023 Annual Meeting. Directors are elected by a majority of the votes cast. Detailed information about each director’s background, skills and experience can be found in “Proposal 1, Election of Directors.”

Following is information about the current members of our Board of Directors.

Name	Age	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William C. Cobb⁽¹⁾	66	No
D. Steve Boland	54	Yes			M
Anna C. Catalano	63	Yes		C
Peter L. Cella	65	Yes	M	M
Christopher L. Clipper	54	Yes	M
Richard P. Fox⁽²⁾	75	Yes	C
Brian P. McAndrews⁽³⁾	64	Yes			C
Liane J. Pelletier	65	Yes	M	M
M = Member C = Chair
(1) Upon the resignation of Rexford J. Tibbens as President and Chief Executive Officer (“CEO”) and as a director on the Board of Directors effective June 1, 2022, Mr. Cobb was elected to serve as CEO, and has continued to serve as Chairman of the Board in a combined role. In accordance with the Company’s Corporate Governance Guidelines, which requires all members of the Corporate Governance Committee to be independent, as defined therein, as of June 1, 2022, Mr. Cobb no longer sits on the Nominating and Corporate Governance Committee. (2) Mr. Fox will have reached the age of 75 at the time of the 2023 Annual Meeting, and in accordance with our Corporate Governance Guidelines, he will serve on the Board until the 2023 Annual Meeting, and is not standing for re-election at the 2023 Annual Meeting. (3) As of June 1, 2022, Mr. McAndrews was elected to serve as Lead Director of the Board.

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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 of Directors have incorporated certain practices and omitted certain other practices, as follows.

What We Do		What We Don’t Do
	Independent Lead Director		No Non-independent Directors on Committees
	Board Diversity Disclosure		No Classified Board
	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
	Annual Succession Planning		No Supermajority Voting on Business Combinations
	Regular Board Executive Sessions		No Cumulative Voting
	Board Oversight of ESG		No Plurality Voting in Uncontested Elections
	Code of Conduct and Financial Code of Ethics

Key Governance Actions for Fiscal 2022

Since the beginning of fiscal 2022, we have taken the following new governance actions:

•

Completed the declassification of our Board of Directors;

•

Appointed an independent lead director;

•

Amended our Corporate Governance Guidelines to specify and publish the lead director’s responsibilities, which are focused on helping to coordinate the efforts of the independent directors in the interest of ensuring that objective judgment is brought to bear on significant issues relating to the governance and operations of the Company; and

•

Published our 2022 Sustainability Report, our second Environmental, Social and Governance (“ESG”) report.

Executive Compensation Highlights

Key Compensation Actions for Fiscal 2022

Our Compensation Committee made the following determinations with respect to our fiscal 2022 executive compensation program:

•

Increased the variable, at-risk portion of total direct compensation for our NEOs, other than our CEO, who was new in role in 2022;

•

Further aligned each executive’s annual long term incentive (“LTI”) opportunity to Company performance by structuring 50% of awards in the form of performance stock units (“PSUs”) and 50% of awards in the form of restricted stock units (“RSUs”) for our NEOs, and for our CEO, commencing June 1, 2022, 25% PSUs, 25% RSUs and 50% performance stock options (“PSOs”) tied to stock price appreciation;

•

Approved an Executive Severance Policy, confirming the compensation to which our executives may be entitled upon a separation to enhance executive retention; and

•

Determined that the Company performance under the annual incentive plan (“AIP”) was 63.6% in the aggregate in accordance with the weightings applicable to each performance goal.

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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 and Holdings Requirements
	Double Trigger Vesting for Equity Awards
	Independent Compensation Consultant

Our Compensation Pay Mix

A significant portion of the 2022 total direct compensation for our executives consisted of variable, at-risk compensation. Our calculation of the proportion of variable, at-risk total direct compensation includes the 2022 AIP award at target and long-term equity-based incentive award dollar value at target. The following charts illustrate the proportional components of 2022 compensation for our CEO, and the average proportional components of 2022 compensation for our other NEOs, as well as a percentage of overall, variable, at-risk compensation.

For comparison purposes, the information above for our CEO reflects an annualized fiscal 2022 salary and AIP award for Mr. Cobb and his long-term equity grants received due to his role as CEO, including his sign-on equity award; no compensation awarded to him for his services as a director and Chairman of the Board of Directors is reflected. The information above for “Average Other NEOs” reflects the average compensation paid to Messrs. Fiarman and Turcotte; Ms. Ross’ 2022 compensation components are not reflected, as she was not eligible to receive an AIP award or annual long-term equity-based incentive award for 2022.

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PROPOSAL 1
Election of Directors

The Company is seeking stockholder approval of the election of the seven nominees identified below who are currently serving as directors of the Company. In accordance with the Company’s restated certificate of incorporation, the Board of Directors was declassified as of the end of the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). In accordance with the Company’s Corporate Governance Guidelines, as Richard P. Fox attained the age of 75 after the 2022 Annual Meeting (at which time he was elected to serve a one-year term), he will serve on our Board until the 2023 Annual Meeting, and therefore is not standing for re-election. The size of the Board will be reduced to seven members upon the commencement of the 2023 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 (the “Nominating and Corporate Governance Committee”), has nominated for election at the 2023 Annual Meeting to serve as directors until the 2024 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, last elected to the Board of Directors at the 2022 Annual Meeting, are as follows.

	Director Nominees
	William C. Cobb
	D. Steve Boland
	Anna C. Catalano
	Peter L. Cella
	Christopher L. Clipper
	Brian P. McAndrews
	Liane J. Pelletier

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 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 current directors and their respective ages and committee memberships (as of March 21, 2023).

Name	Age	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William C. Cobb⁽¹⁾	66
D. Steve Boland	54			M
Anna C. Catalano	63		C
Peter L. Cella	65	M	M
Christopher L. Clipper	54	M
Richard P. Fox⁽²⁾	75	C
Brian P. McAndrews⁽³⁾	64			C
Liane J. Pelletier	65	M	M
M = Member C = Chair (1) Upon the resignation of Rexford J. Tibbens as President and CEO and as a director on the Board of Directors effective June 1, 2022, Mr. Cobb was elected to serve as CEO, and continues to serve as Chairman of the Board in a combined role. In accordance with the Company’s Corporate Governance Guidelines, which requires all members of the Board’s committees to be independent, as defined therein, as of June 1, 2022, Mr. Cobb no longer sits on the Nominating and Corporate Governance Committee. (2) Mr. Fox will have reached the age of 75 at the time of the 2023 Annual Meeting, and in accordance with our Corporate Governance Guidelines, he will serve on the Board of Directors until the 2023 Annual Meeting. (3) As of June 1, 2022, Mr. McAndrews was elected to serve as Lead Director of the Board.


WILLIAM C. COBB Chairman of the Board of Directors CEO
Director since: 2018 Committees: • None	Mr. Cobb has served as the Chief Executive Officer of the Company since June 2022 and was appointed to the Board of Directors of the Company in October 2018, and serves as Chairman of the Board of Directors. 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 serves on the board of directors and nominating and corporate governance committee of Ecovyst, Inc., an integrated and innovative global provider of specialty catalysts and services since July 2022; and on the board of directors, compensation committee and nominating, governance, and social responsibility committee of HF Sinclair Corporation, a petroleum and renewable fuels company since March 2022 (having served on the board of directors of HollyFrontier Corporation from 2017 until its acquisition by HF Sinclair Corporation). Ms. Catalano previously served on the boards of Kraton Corporation, a global producer of bio-based chemicals and specialty polymers, from 2011 until its acquisition in 2022; on the board of directors of Willis Towers Watson p.l.c., a global risk advisory, broking, and solutions company from 2016 to 2022 (having previously served on the board of directors of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co.), on the board of directors of Mead Johnson Nutrition Co., a global producer of infant and child nutrition, from 2010 until its acquisition in 2017; and on the board of directors of Chemtura Corp., a global specialty chemicals company, from 2011 to 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. • Ecovyst, Inc. • HF Sinclair Corporation Former Directorships (last 5 years): • Chemtura Corp. • Kraton Corporation • Mead Johnson Nutrition Co. • Willis Towers Watson p.l.c.

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PETER L. CELLA
Director since: 2018	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 Critica Infrastructure (formerly 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
INDEPENDENT
Committees: • Audit Committee • Compensation Committee


CHRISTOPHER L. CLIPPER
Director since: 2021	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
INDEPENDENT
Committees: • Audit Committee

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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 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 LiveRamp Holdings, Inc., a SaaS data connectivity platform company until August 2022; 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. • Pinnacle West Capital Corporation • Univar Solutions, Inc. Former Directorships (last 5 years): • Terminix • LiveRamp Holdings, Inc.


BRIAN P. MCANDREWS Lead Director
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, serves as Lead Director since June 2022, and is 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.

frontdoor • 2023 Proxy Statement 13

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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 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 the nominating and corporate governance committee at ATN International, Inc., a holding company of telecommunication companies. Ms. Pelletier previously served on the board of directors of Switch, Inc., a data center and technology infrastructure company, until it was sold in December 2022. 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. Former Directorships (last 5 years): • Switch, Inc.

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

frontdoor • 2023 Proxy Statement 14

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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 of Directors 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 substantia

NOTICE of 2023 Annual Meeting of Stockholders

Basis Of Presentation

Proxy Highlights and Summary

2023 Annual Meeting of Stockholders

Stockholder Voting Matters

Fiscal 2022 Performance Overview

Our Director Nominees

Corporate Governance Highlights

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

Key Governance Actions for Fiscal 2022

Executive Compensation Highlights

Key Compensation Actions for Fiscal 2022

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

Our Compensation Pay Mix

PROPOSAL 1 Election of Directors

Directors of the Company

Knowledge, Skills and Experience of Directors

Skills Matrix

NOTICE
of 2023 Annual
Meeting of
Stockholders

PROPOSAL 1
Election of Directors

SEC Form DEF 14A filed by Frontdoor Inc.