Frontdoor - DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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

Table of Contents

May 14, 2025

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/ FTDR2025

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 21, 2025, the record date, are entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders and at any and all adjournments or postponements.

NOTICE

of 2025 Annual
Meeting of
Stockholders

The 2025 Annual Meeting of Stockholders of Frontdoor, Inc. (the “Company”) will be held on Wednesday, May 14, 2025 at 10:00 a.m. Central Daylight Time (the “2025 Annual Meeting”).

Virtual Meeting

The 2025 Annual Meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/FTDR2025.

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 2025 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

To elect the eight 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 2025;

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, Chief Legal Officer and Secretary
March 28, 2025


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

2025 PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 14, 2025

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 2025 Annual Meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/FTDR2025 on Wednesday, May 14, 2025 at 10:00 a.m. Central Daylight Time. At the 2025 Annual Meeting, stockholders will be asked to consider and act upon each of the following matters:

1	To elect the eight 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 2025;
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 submitting your proxy (via the Internet, telephone or mail), you authorize William C. Cobb, Chief Executive Officer (“CEO”) and Chairman of the Board of Directors of the Company, Jeffrey A. Fiarman, Senior Vice President, Chief Legal Officer and Secretary of the Company, and Jessica P. Ross, Senior Vice President and Chief Financial Officer (“CFO”) of the Company, to represent you and vote your shares at the 2025 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 2024 Annual Report is being made available to the Company’s stockholders concurrently herewith. Although the 2024 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 28, 2025. We will be hosting the 2025 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 2025 Annual Meeting live via audio webcast at www.virtualshareholdermeeting.com/FTDR2025
●	The audio webcast starts at 10:00 a.m. Central Daylight Time
●	Stockholders need a sixteen-digit control number to join the 2025 Annual Meeting
●	Stockholders of record at the close of business on March 21, 2025 may vote electronically and submit questions while participating in the 2025 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.


2	frontdoor ● 2025 Proxy Statement

Table of Contents

Proxy Highlights and Summary	5
2025 Annual Meeting of Stockholders	5
Stockholder Voting Matters	5
Fiscal 2024 Performance Overview	5
Our Directors	6
Corporate Governance Highlights	7
Executive Compensation Highlights	7
Proposal 1 Election of Directors	9
Directors of the Company	10
Knowledge, Skills and Experience of Directors	15
Skills Matrix	15
Board Composition Disclosure	16
Director Compensation	17
Compensation Paid to Non-Employee Directors	17
Corporate Governance	19
What We Do and Don’t Do Within Our Governance Program	19
Our Board of Directors	20
Director Independence	20
Committees of the Board of Directors	20
Corporate Governance Practices and Policies	22
Proposal 2 Ratification of the Selection of Independent Registered Public Accounting Firm	29
Independent Auditor Fees and Services	30
Audit Committee Report	31
Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation	32
Executive Officers of the Company	33
Compensation Committee Report	35
Compensation Discussion and Analysis	36
Executive Summary	36
Objectives of Our Executive Compensation Program	37
Elements of Executive Compensation, Including for NEOs	38
Determination of Executive Compensation	39
Components of 2024 Compensation	41
Determinations of Prior Performance-Based Equity Compensation Awards	45
Fiscal 2025 Executive Compensation	46
Additional Information about Our Compensation Practices	46
Clawback Policies	47
Stock Ownership Guidelines	48
Prohibitions on Short Sales, Hedges and Pledges	48
Executive Compensation Tables	49
Summary Compensation Table	49
Grants of Plan-Based Awards for Fiscal 2024	50
Outstanding Equity Awards at Fiscal 2024 Year-End	52
Option Exercises and Stock Vested For Fiscal 2024	54
Pension Benefits	54
Nonqualified Deferred Compensation for Fiscal 2024	54
Potential Payments Upon Termination or Change in Control	55
Pay Ratio Disclosure	60
Pay Versus Performance	61
Securities Authorized for Issuance Under Equity Compensation Plans	65
Security Ownership of Certain Beneficial Owners, Directors and Management	66
Procedures for Approval of Related Person Transactions	67
Delinquent Section 16(a) Reports	68
Additional Information	69
Information about the 2025 Annual Meeting of Stockholders and Voting	69
Other Business	74
Procedures for Submitting Stockholder Proposals	74
Stockholders of Record with Multiple Accounts	75
Annual Report and Other Corporate Documents	75


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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.

We hold various service marks, trademarks and trade names, such as Frontdoor^®, American Home Shield^®, HSA™, OneGuard^®, Landmark Home Warranty^®, Streem^®, 2-10 HBW^®, and related logos and designs. 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.


4	frontdoor ● 2025 Proxy Statement

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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.

2025 Annual Meeting of Stockholders

When		Time and Date: 10:00 a.m. Central Daylight Time, May 14, 2025

Location		Virtual Meeting Address: www.virtualshareholdermeeting.com/FTDR2025

Record Date		Record Date: March 21, 2025

Internet		Admission/Audio Webcast: Please follow instructions contained in “Information about the 2025 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 28, 2025, we posted on our corporate website at www.frontdoorhome.com, and began mailing to stockholders who requested paper copies, this Proxy Statement and our 2024 Annual Report.

Fiscal 2024 Performance Overview

Our Company, led by our named executive officers (“NEOs”), delivered another year of growth in 2024 and advanced key strategic objectives, including:

●	Revenue increased 4% versus prior year to $1.84 billion;
●	Gross Profit Margin increased 410 basis points versus prior year to 54%;
●	Net Income increased 37% versus prior year to $235 million;
●	Diluted earnings per share increased 42% versus prior year to $3.01;
●	Customer retention rate improved 230 basis points versus prior year to 78.5%⁽¹⁾;
●	Adjusted EBITDA⁽²⁾ increased 28% versus prior year to $443 million;
●	Acquired 2-10 Home Buyers Warranty (“2-10 HBW”), increasing the number of home warranties and expanding into new home structural warranties;
●	Re-launched the American Home Shield brand and a launched the new AHS app; and
●	Completed a new $1.47 billion credit facility.

(1)

Customer retention rate is presented on a rolling 12-month basis in order to avoid seasonal anomalies. As of December 31, 2024, including 2-10 HBW, the customer retention rate was 79.9 percent.

(2)

We define “Adjusted EBITDA” as net income before: depreciation and amortization expense; goodwill and intangibles impairment; restructuring charges; acquisition-related costs; 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, 2024 for a reconciliation of net income to Adjusted EBITDA.


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Proxy Highlights and Summary

Our Directors

Our Directors

The current members of our Board of Directors are listed below. Detailed information about the background, skills and experience for each director standing for election can be found in “Proposal 1, Election of Directors.” Directors are elected by a majority of the votes cast.

Following is information about the current members of our Board of Directors as of March 25, 2025. Lara H. Balazs has notified the Board that she will not stand for re-election.

Name	Age	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William C. Cobb, Chairman⁽¹⁾	68	No
Lara H. Balazs⁽²⁾	55	Yes			M
D. Steve Boland	56	Yes			M
Anna C. Catalano	65	Yes		C
Peter L. Cella	67	Yes	M	M
Christopher L. Clipper	56	Yes	C
Balakrishnan A. Ganesh	53	Yes	M
Brian P. McAndrews, Lead Director	66	Yes			C
Liane J. Pelletier	67	Yes	M	M

M =	Member C = Chair
(1)	Mr. Cobb serves as our CEO and Chairman of the Board of Directors in a combined role. Mr. Cobb does not sit on any of the Board’s committees.
(2)	Ms. Balazs is not standing for re-election at the 2025 Annual Meeting, and her term will end at the conclusion of the meeting.


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Proxy Highlights and Summary

Corporate Governance Highlights

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 Composition Disclosure		No Classified Board
	Annual Board and Committee Self-Assessments		No Dual Class Voting Stock
	Oversight of Risk, including Enterprise Risk Management (“ERM”), ESG and Cybersecurity		No Supermajority Voting Requirement to Amend Charter or Bylaws
	Annual Succession Planning		No Supermajority Voting on Business Combinations
	Regular Board Executive Sessions of Independent Directors		No Cumulative Voting
	Code of Conduct and Financial Code of Ethics		No Plurality Voting in Uncontested Elections

Key Governance Actions for Fiscal 2024

Since the beginning of fiscal 2024, we have taken the following new governance actions:

●	Refreshed our Code of Conduct to incorporate our “Purpose, Mission, and Values,” along with best practices and a clear, simple style;
●	Having a Board of Directors consisting of nine members, with 33.3% being women, 44.4% being underrepresented minorities, and 66.7% being women or underrepresented minorities;
●	Revised our Corporate Governance Guidelines to include a requirement for directors to provide notice of a change in role and to reduce the number of other public company boards on which our directors may serve; and
●	Began to incorporate our governance practices and launched compliance training for our new employees from 2-10 HBW.

Executive Compensation Highlights

Key Compensation Actions for Fiscal 2024

Our Compensation Committee took the following actions with respect to our fiscal 2024 executive compensation program for our NEOs:

●	Aligned each executive’s annual long term incentive (“LTI”) opportunity to Company performance by structuring 50% of awards in the form of performance shares (“PSUs”) that are tied 50% to 3-year cumulative revenue and 50% to 3-year cumulative Adjusted EBITDA goals, and 50% of awards in the form of restricted stock units (“RSUs”);
●	Determined that the payout under the annual incentive plan (“AIP”) was 135.0% in the aggregate in accordance with the weightings applicable to each performance goal; and
●	Certified performance with respect to previously granted performance awards, resulting in 0% vesting of 2019 PSUs, 57.4% vesting of 2022 PSUs and full vesting of 2022 and 2023 performance stock options (“PSOs”) based on stock price appreciation.


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Proxy Highlights and Summary

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
	Competitive Compensation/Peer Group Benchmarking		No Hedging, Pledging or Short Sales
	Annual Compensation Risk Assessment		No Excessive Perquisites
	Mandatory Executive Clawback Policy		No Backdating or Repricing of Stock Options
	Stock Ownership Guidelines and Holdings Requirements		No Tax Gross-Ups, Except for Executive Relocation
	Double Trigger Vesting for Equity Awards
	Independent Compensation Consultant

Our Compensation Pay Mix

A significant portion of the 2024 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 2024 AIP award at target and long-term equity-based incentive award dollar value at target. The following charts illustrate the proportional components of 2024 compensation for our CEO, and the average proportional components of 2024 compensation for our other NEOs, as well as a percentage of overall, variable, at-risk compensation.

*	Sums may not add up due to rounding.


8	frontdoor ● 2025 Proxy Statement

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PROPOSAL 1
Election of Directors

The Company is seeking stockholder approval of the election of the eight director nominees identified below, each of whom is currently serving as a director of the Company.

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 the director nominees for election at the 2025 Annual Meeting to serve as directors until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Lara H. Balazs notified the Board that she will not stand for re-election at the 2025 Annual Meeting. We anticipate that the size of the Board will be reduced to eight members upon the conclusion of the 2025 Annual Meeting. 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 director nominees were last elected to the Board at the 2024 Annual Meeting, and are as follows.

Director Nominees

William C. Cobb

D. Steve Boland

Anna C. Catalano

Peter L. Cella

Christopher

SEC Form DEF 14A filed by Frontdoor Inc.