DEF 14A 1 ny20002133x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

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loanDepot, Inc.

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To my fellow shareholders,

2021 was an eventful year. At the time of our initial public offering in early 2021, the mortgage market was enjoying record volumes and profitability, largely driven by the historically low interest rates that were part of the U.S. government’s economic response to the global pandemic. Our scale, diversified origination channels, performance marketing prowess and tech stack enabled us to take full advantage of this unprecedented market opportunity and resulted in more than $600 million in net income during 2021.

In 2022 we’ve seen a sharp and rapid increase in interest rates that, when coupled with continued constraints on housing supply, high inflation and global geopolitical tensions, create significant macroeconomic headwinds. Today we’re experiencing downward pressure on refinance and purchase transaction volume with profit margins in decline across the industry.

We have not been immune to these forces, but while the market is down from its 2020 high, I remain bullish on our industry in general and loanDepot in particular. Unemployment remains low and demand for housing remains high. Unlike the global financial crisis of 2008, today’s housing market was not fueled by speculative pressure, overbuilding and easy credit. The market is healthy and consumers see housing as a real asset that hedges against the impact of inflation.

We’ve worked since our founding in 2010 to build one of the biggest and best mortgage production platforms in the country, growing at a 49% compound annual rate over the last 12 years. And yet, at the end of 2021 we only had 3.4% market share. Ours is a highly fragmented market, with our largest competitor at less than 10% share. What this means is there is ample runway for long-term growth.

Our balance sheet is strong. In 2021 we generated considerable capital, resulting in over $1.6 billion in equity, modest leverage, over $400 million in unrestricted cash and equivalents, mortgage servicing rights valued at over $2 billion that can be readily sold or pledged as collateral for borrowing and a diverse set of financing partners. Our scale and size are a competitive advantage that most of our competition simply doesn’t possess.

Notably, it’s been during periods of decreasing volume that our distinctive business model has resulted in outsized market share growth. Historically, these are the periods when we have most demonstrated our ability to succeed. While we will continue to face short-term pressure on profitability, we will also leverage our past success to fuel investments in our future growth, positioning ourselves for even greater success when the market cycle turns in our favor again.

In fact, our business was purpose-built with periods of pressure in mind. Our proprietary tech stack, our intentionally diverse mix of channels and our sophisticated performance marketing machine mean we control our lead flow, our customer contact strategy and the point of loan origination. This is yet another critical competitive advantage, enabling us to pivot and adjust our production as market trends demand. We have already successfully shifted our origination focus from rate and term refinances to purchase mortgage transactions. And soon we’ll be adding equity-linked products like an all-digital HELOC to give our customers fast and frictionless access to the significant home equity they’ve built over the past decade.

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Our decision to invest in our in-house servicing strategy is also paying off. As a result of our production machine, as of the end of 2021, our servicing portfolio reached $162 billion in unpaid principal balances. Servicing portfolios like ours may be the most valuable in the history of the industry; it not only gives us significant financial flexibility in the form of counter-cyclical cash flows, but also represents a significant number of the customers we have worked so hard to attract and serve over the past several years. Our commitment to excellence in the servicing of those loans allows us to build trust and long-term loyalty with our customers, presenting an important and untapped opportunity to serve more of their financial needs in the future.

While the entire mortgage industry is feeling the pressure of lower volume and profit margins, I remain convinced we have the business assets and talent to outperform through this period. Many smaller, less financially secure or diversified competitors will struggle and be forced to shrink capacity and postpone investing in their futures. While we are certainly adjusting our capacity in certain areas, we will continue to invest in others, such as in-market retail loan officers to continue increasing purchase mortgage volume growth, servicing and technology, to drive long-term operating efficiency and achieve our goal of long-term profitable market share growth. Further, we know our scale, brand, and assets make loanDepot an attractive opportunity for talented loan originators who can generate profitable revenue.

As loanDepot's founder and largest shareholder, I believe loanDepot's current valuation does not fully reflect our strong business potential or our vision for long-term growth, and that's why I continue to invest personal funds in company shares. Since November 2021 I’ve invested a total of $16.2 million to purchase 3.2 million shares. A significant majority of my personal net worth is invested in loanDepot and my interests are completely aligned with yours. I continue to invest because I believe in the long-term value creation we can and will deliver together.

As I reflect on the past year and consider the road ahead, I want to end with gratitude for the remarkable contributions and spirit of Team loanDepot. Whether they’re facing the adverse conditions of an unprecedented global pandemic or confronting the headwinds inherent in our cyclical industry, our team has proven it has the talent, operational skills and heart to shine during periods of challenge.

I’m proud of what we’ve built over the past 12 years and remain incredibly confident in our ability to create long-term value for all of our stakeholders. While today’s macroeconomic environment presents significant operational challenges, it also provides us with an important opportunity to seize market share and position ourselves well for future success. Now, as we look forward to the upcoming year, it’s time to renew our commitment to our purpose and focus on the needs of our customers, employees, and communities.

Sincerely,

Anthony Hsieh

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loanDepot, Inc.

26642 Towne Centre Drive

Foothill Ranch, California 92610

Notice of Annual Meeting of Stockholders

To our Stockholders: We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of loanDepot, Inc. (“loanDepot”) online via live webcast as follows:

Date: Wednesday, May 18, 2022

Time: 9:00 a.m., Pacific / 12:00 p.m., Eastern

Webcast: at www.virtualshareholdermeeting.com/LDI2022 / access begins at 8:45 a.m., Pacific / 11:45 a.m., Eastern

	ITEMS OF BUSINESS
	1. To elect the three (3) Class I director nominees named in this proxy statement; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; 3. To approve the 2022 Employee Stock Purchase Plan; 4. To approve the First Amendment to our 2021 Omnibus Incentive Plan to increase the number of LDI Class A Shares authorized for issuance by 10,168,835 shares; 5. To approve, on an advisory basis, the compensation of our named executive officers; 6. To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; and 7. To consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

Stockholders of record as of March 31, 2022 will be able to vote and participate in the Annual Meeting, and view the list of stockholders of record as of the record date using the 16-digit control number included on your proxy card. Beneficial owners should review the proxy materials and their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting. Proxy materials were first mailed or delivered and/or disseminated to stockholders on or about May 2, 2022.

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Asking Questions

Prior to the meeting, questions can be submitted at www.proxyvote.com. During the meeting questions can only be submitted in the question box provided at www.virtualshareholdermeeting.com/LDI2022.

Your vote is important. Whether or not you expect to participate in the virtual annual meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

By Order of the Board of Directors,

Peter Macdonald

Executive Vice President, General Counsel & Secretary

Foothill Ranch, CA

May 2, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2022

The Notice, the Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

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Notice of Annual Meeting of Stockholders
Table of Contents
Executive Summary			1
Proposals to Be Voted on and the Board Voting Recommendations			1
Meeting FAQs			3
Governance			4
Overview			4
Controlled Company			4
Classified Board			4
Director Independence			5
Succession Planning			5
Director Evaluations			6
Anti-Hedging/Pledging Policy			6
Director Candidate Selection and Evaluation			6
Stockholder Recommendations			6
Stockholder Nominations			7
Identifying and Evaluating Candidates for Directors			7
The Board			9
Board Leadership Structure			9
Board Composition			10
Our Directors			11
Class II Directors – Term Ends 2023			11
Class III Directors – Term Ends 2024			13
Board Structure and Committee Composition			15
Board and Committee Meetings and Attendance			19
Director Compensation			19
Communications with the Board			20
Governance Documents			20
Stock Ownership Information of Certain Beneficial Owners and Management			21
Delinquent Section 16(a) Reports			23
Our Executive Officers			24
Related Persons Transactions			26
Board Risk Oversight			32
Executive Compensation			34
Summary Compensation Table			34
Narrative Disclosure to Summary Compensation Table			35

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Outstanding Equity Awards At 2021 Fiscal Year End			36
Additional Narrative Disclosure			36
Equity Compensation Plan Information			38
Audit Review			39
Principal Accounting Fees and Services			39
Fees Incurred for Ernst & Young LLP			39
Audit Committee Overview			40
Selection and Oversight of External Auditor			40
Committee Meetings			40
Report of the Audit Committee of the Board of Directors			42
Proposals			43
Proposal No. 1: Election of Class I Directors			43
Director Nominee Experience and Qualifications			43
Class I Director Nominees			44
Recommendation of the Board of Directors			46
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm			47
Vote Required			47
Recommendation of the Board of Directors			47
Proposal No. 3: Vote to Approve Employee Stock Purchase Plan			48
Recommendation of the Board of Directors			52
Proposal No. 4: Vote to Approve First Amendment to Our 2021 Omnibus Incentive Plan			53
Recommendation of the Board of Directors			60
Proposal No. 5: Advisory Vote to Approve Executive Compensation			61
Recommendation of the Board of Directors			61
Proposal No. 6: Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation			62
Other Matters			63
FAQ			63
Voting Information			64
Annual Meeting Information			66
Stockholder Proposals, Director Nominates, and Related Bylaws Provisions			67

This proxy statement may contain “forward-looking statements,” which reflect loanDepot's current views with respect to, among other things, its operations and financial performance. You can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would” and “could.” These forward-looking statements are based on current available operating, financial, economic and other information, and are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including the risks in the “Risk Factors” section of loanDepot, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021, which are difficult to predict. Therefore, current plans, anticipated actions, financial results, as well as the anticipated development of the industry, may differ materially from what is expressed or forecasted in any forward-looking statement. loanDepot does not undertake any obligation to publicly update or revise any forward-looking statement to reflect future events or circumstances, except as required by applicable law.

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Executive Summary

The following is a summary of proposals to be voted on at the Annual Meeting. This is only a summary and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement as well as our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021. References to “loanDepot, Inc.” “loanDepot.com,” “Company,” “company,” “we,” “us,” or “our” refer to loanDepot, Inc. This proxy statement and form of proxy are being distributed and made available on or about May 2, 2022.

Proposals to Be Voted on and the Board Voting Recommendations

Proposal	Recommendation	Page
1. Election of Class I Directors The Nominating and Corporate Governance Committee and the Board of Directors have nominated 3 Class I directors for election at the Annual Meeting to hold office until the 2025 annual meeting or until their successors are duly elected and qualified or until their earlier resignation, retirement, disqualification, death or removal. Information regarding the skills and qualifications of each nominee can be found on pages 43 through 46.	FOR Each Class I Director Nominee	43
2. Ratification of Independent Registered Public Accounting Firm The Audit Committee has appointed, and stockholders are being asked to ratify the appointment of, Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal year 2022. Information regarding fees paid to and services rendered by EY can be found on page 47.	FOR	47
3. Vote to Approve the 2022 Employee Stock Purchase Plan We are asking stockholders to approve the loanDepot, Inc. 2022 Employee Stock Purchase Plan. Information can be found beginning on page 48.	FOR	48
4. Vote to Approve the First Amendment to Our 2021 Omnibus Incentive Plan to Increase the Number of LDI Class A Shares Authorized for Issuance by 10,168,835 Shares We are asking stockholders to approve the First Amendment to the loanDepot, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”) to increase the number of LDI Class A Shares authorized for issuance under the 2021 Plan by 10,168,835 shares. Information can be found beginning on page 53.	FOR	53

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Executive Summary

Proposal	Recommendation	Page
5. Advisory Vote to Approve the Compensation of Our Named Executive Officers We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers. Our Board of Directors and Compensation Committee are committed to excellence in corporate governance and to executive compensation programs that align the interests of our executives with those of our stockholders. Information regarding our programs can be found beginning on page 61.	FOR	61
6. Advisory Vote To Approve the Frequency of Future Advisory Votes to Approve the Compensation of Our Named Executive Officers We are asking our stockholders to vote on whether future advisory votes to approve compensation of our named executive officers should occur every one year, every two years, or every three years.	ONE YEAR	62

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Executive Summary

MEETING FAQs

How can I participate in the Annual Meeting?

Our inaugural Annual Meeting will be a completely virtual meeting of stockholders via live webcast. You are entitled to participate in the Annual Meeting only if you were a loanDepot stockholder or joint holder as of the close of business on March 31, 2022 or if you hold a valid proxy for the Annual Meeting. You will be able to participate in the Annual Meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/LDI2022. You also will be able to vote your shares electronically at the Annual Meeting. To participate in the Annual Meeting, stockholders of record will need either the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

The meeting webcast will begin promptly at 9:00 a.m., Pacific Time / 12:00 p.m., Eastern Time, on Wednesday, May 18, 2022. Online access will begin at 8:30 a.m., Pacific Time / 11:30 a.m., Eastern Time, and we encourage you to access the meeting prior to the start time.

How can I submit questions prior to the meeting?

You can submit questions in advance of the Annual Meeting, and access copies of our proxy statement and annual report, by visiting www.proxyvote.com. All written questions timely submitted during the meeting will be answered, however, loanDepot reserves the right to edit or reject questions it deems profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/LDI2022.

What if I have technical difficulties or trouble accessing the virtual meeting?

What if I don’t have internet access? Stockholders of record can call 1-800-690-6903 (toll-free) and use their 16-digit control number to listen to the meeting proceedings.

You will not be able to vote your shares during the meeting. For more information, please see our full “FAQ” section below.

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Governance

Overview

Our Board is committed to developing excellence in corporate governance where principled governance benefits our stockholders as well as our customers, employees and communities. We are developing a governance framework to align with industry-leading standards to strengthen our business.

Controlled Company

Under the New York Stock Exchange’s (the “NYSE”) corporate governance standards, we are a “controlled company” since more than 50% of the voting power is held by an individual, group or another company (for more information see – “Stock Ownership Information of Certain Beneficial Owners and Management” below). As a controlled company, we are not required to comply with certain corporate governance requirements, including the following:

•	having a majority of our board of directors consist of “independent directors,” as defined under the NYSE listing standards;

•	having a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•	having a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•	conducting an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Because we are eligible to rely on the “controlled company” exemption under NYSE rules, we may choose to rely upon some or all of these exemptions. These exemptions, however, do not modify the independence requirements for our audit committee, and as further summarized below, we complied with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the NYSE relating to audit committee membership and independence within the applicable time frame.

Classified Board

Our Board consists of seven directors, divided into three classes, each serving staggered, three-year terms as follows:

•	Our Class I directors are Dawn Lepore, Frank Martell and John Lee who are up for re-election at this annual meeting.

•	Our Class II directors are Andrew Dodson and Pamela Patenaude whose terms will expire at our second annual stockholders meeting in 2023.

•	Our Class III directors are Anthony Hsieh, Brian Golson and John Dorman and their terms will expire at our third annual stockholders meeting in 2024.

As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

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Governance

Director Independence

Our Corporate Governance Guidelines, available on our website at https:// investors.loandepot.com/governance/governance-documents, provide that a majority of the Board will consist of independent directors, provided that, for such time that the Company qualifies as a “controlled company,” the Company shall not be required to comply with such director independence requirement. As a result, our Board is not required to be majority-independent given our “controlled company” status.

Under our Corporate Governance Guidelines, a director will be considered independent if they meet the independence standards of the NYSE corporate governance listing standards and, for purposes of serving on the audit and compensation committees, the heightened independence standards for audit committees and compensation committees under the Securities Exchange Act of 1934, as amended.

In determining independence, in addition to considering the bright-line tests specified in the NYSE listing rules, the Board reviews whether directors have any material relationship with loanDepot, either directly or as a partner, stockholder, or officer of an organization that has a relationship with loanDepot. In assessing the materiality of a director’s relationship to loanDepot, the Board considers all relevant facts and circumstances, including consideration of the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation.

In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2021 between loanDepot and entities associated with the independent directors or their immediate family members. The Board’s independence determinations included consideration of the following transactions:

•

Mr. Dorman and Ms. Patenaude were non-employee directors, and Mr. Martell was an executive, of another company that did business with loanDepot at some point during the past three fiscal years. These business relationships were as a supplier or purchaser of goods or services in the ordinary course of business, and the amounts paid were below 1% of either company’s gross consolidated revenues during any of the last three fiscal years or the current fiscal year.

Our Nominating and Corporate Governance Committee has determined and recommended that the Board determine, and our Board has determined, that each of Dawn Lepore, John Dorman, and Pamela Patenaude is an independent director. Michael Linton, who resigned from our Board, effective as of April 21, 2022, was independent during such time as he served on the Board in 2021 and 2022.

Succession Planning

The Nominating and Corporate Governance Committee is tasked under its charter with overseeing succession planning and leadership development. The Nominating and Corporate Governance Committee regularly discusses and assesses the readiness of the Chief Executive Officer (“CEO”) and executive officer succession plans. The Nominating and Corporate Governance Committee is committed to developing and maintaining robust emergency succession plans for the CEO, executive officers, and other key management members. On an ongoing basis, the Nominating and Corporate Governance Committee discusses succession plans at the committee meetings with input from the CEO, as well as during executive sessions of the Board. The Nominating and Corporate Governance Committee’s review for key executive roles includes an assessment of internal candidates as well as external talent identified by executive search firms. The Board retains such firms with regards to CEO talent identification, while the Company retains its own firms with regards to the identification of talent for other executive positions.

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Governance

Effective April 27, 2022, Frank Martell was appointed as the Company’s President and CEO. Mr. Martell succeeded Anthony Hsieh, who has served as the Company’s Chairman and CEO since the Company’s formation in December 2009. In connection with Mr. Martell’s appointment, Mr. Hsieh was appointed as Executive Chairman of the Company.

Director Evaluations

As a new publicly traded company, our Board is a combination of insiders and independent directors and has designed a robust evaluation process to continually assess its effectiveness. Our process is designed to gauge understandings of and effectiveness in Board composition and conduct; meeting structure and materials; committee composition; strategic planning and oversight; succession planning; culture and diversity; and other relevant topics, such as crisis management. For 2021, the lead independent director of the Board, John Dorman, working with the chairperson of the Board, led individual interviews with each Board member to discuss the current dynamics of the boardroom, the Company, our business channels and issues that are at the forefront of our investors’ minds. John Dorman resigned as the lead independent director of the Board, effective as of April 21, 2022; however, Mr. Dorman remains a member of the Board and maintains his membership on the Board committees.

Anti-Hedging/Pledging Policy

loanDepot has a policy prohibiting directors from engaging in any form of hedging transaction (derivatives, equity swaps, forwards, etc.) in loanDepot stock, including, among other things, short sales and transactions involving publicly traded options. In addition, loanDepot’s directors are prohibited from holding loanDepot stock in margin accounts and from pledging loanDepot stock as collateral for loans. These policies further align directors’ interests with those of our stockholders.

Director Candidate Selection and Evaluation

Stockholder Recommendations

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board. In evaluating such recommendations, the Nominating and Corporate Governance Committee will seek to achieve a balance of knowledge, experience, and capability on the Board and to address the membership criteria set forth on page 7 under “Identifying and Evaluating Candidates for Directors.” Any stockholder recommendations submitted for consideration by the Nominating and Corporate Governance Committee should include verification of the person submitting the recommendation’s stockholder status, and the recommended candidate’s name and qualifications for Board membership, and should be addressed to: Corporate Secretary, loanDepot, 26642 Towne Centre Drive Foothill Ranch, California 92610. The Nominating and Corporate Governance Committee considers nominees recommended by our stockholders in the same manner as a nominee recommended by our Board members or management.

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Governance

Stockholder Nominations

In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual stockholder meeting. For a description of the process for nominating directors in accordance with our Bylaws, see “Questions and Answers—Stockholder Proposals, Director Nominations, and Related Bylaws Provisions—How may I nominate individuals to serve as directors and what are the deadlines for director nominations?” on page 68.

Identifying and Evaluating Candidates for Directors

The Nominating and Corporate Governance Committee, in consultation with the Executive Chairman, prudently assesses the following throughout the year:

•	whether the Board is of the appropriate size;

•	whether the Board maintains the appropriate diversity, skills, perspectives, and experiences that align with the Company’s strategy;

•	whether any vacancies on the Board are expected due to retirement or otherwise; and

•	whether the Board would benefit from the addition of a director with a specific skill set, giving consideration to evolving skills, perspectives, and experiences needed on our Board.

The Nominating and Corporate Governance Committee also considers Board refreshment as part of its annual evaluation of the Board, with the goal of maintaining a diverse Board to ensure representation of varied perspectives, personal and professional experiences and backgrounds, as well as other differentiating characteristics to support the demands of our business.

Once the Nominating and Corporate Governance Committee determines a vacancy or necessity, we engage a professional search firm on an ongoing basis to identify and assist the Nominating and Corporate Governance Committee in identifying, evaluating, and conducting due diligence on potential director nominees.

Our Corporate Governance Guidelines also contain the current Board membership criteria that apply to nominees recommended for a position on the Board.

Under those criteria, the Nominating and Corporate Governance Committee seeks nominees who:

•	are persons of good reputation and character who conduct themselves in accordance with high personal and professional ethical standards;

•	are not, by reason of any other position, activity or relationship, subject to any conflict of interest that would impair the director’s ability to fulfill the responsibilities of a member of the Board;

•	are considered independent under the standards of NYSE, and, if applicable, the heightened independence standards for audit committees and compensation committees under the applicable laws;

•	have the educational background, experience, qualifications and skills relevant for effective management and oversight of the Company’s management; and

•	have the time and willingness to carry out their duties and responsibilities effectively, including time to study informational and background materials and to prepare for meetings.

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Governance

As such, as a director’s service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Specifically, our Corporate Governance Guidelines provide that a director who is not currently an executive officer of another company, cannot serve on more than four public company boards, including loanDepot. Further, if the director is an executive at a public company, the number of public company directorships they may hold is limited to two. In addition, our Audit Committee members may not serve simultaneously on the audit committee of more than three public companies, including our Audit Committee.

In addition, the Nominating and Corporate Governance Committee considers a potential director’s ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Diversity is considered in a broad sense, including, among other attributes, skills and experience, perspectives, gender, race and ethnicity. We balance the importance of historical knowledge of the Company with our regard for fresh perspectives by considering director tenure on a case-by-case basis, rather than imposing mandatory term limits.

In each instance, the Nominating and Corporate Governance Committee considers the totality of the circumstances of each individual candidate. Identified candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. In addition, as described above the Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations of candidates for the Board to be included in our proxy statement. The Nominating and Corporate Governance Committee will evaluate all nominees appropriately submitted, regardless of source of recommendation, using the same rigorous evaluation process and criteria. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience, and capability that will enable the Board to effectively oversee the business.

Our Board of Directors’ Skills and Qualifications

Our Board consists of world-class directors with the diversity of skills, experience, ethnicity, and gender necessary to provide exceptional leadership for loanDepot. The selection criteria for our directors include:

•	professional and personal ethics and values consistent with our values and standards;

•	broad policy-making experience in business, government, technology, or public service;

•	sufficient time to devote to the Board and our Company;

•	diversity of race/ethnicity, gender, background, and experience; and

•	experience as an investor with a commitment to enhancing stockholder value and representation of the interests across our stockholder base.

The Board believes that a balance of the following skillsets and qualifications is key to ensure that decision making, risk oversight, innovation, and financial performance are aligned with our business strategy and contribute to the effective oversight of loanDepot.

•	Executive Leadership: Experience in executive positions with effective oversight of management.

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Governance

•	Public Company Governance: Experience on other public company boards to enable our Board to develop leading corporate governance practices.

•	Entrepreneurial Development and Strategy: Experience with starting and running new businesses focusing on innovation and growth.

•	Financial and Audit: Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets to support the Board’s oversight of our financial reporting and functions.

•	Real Estate Industry Experience: Experience at the executive level in the real-estate sector that enhances our Board’s ability to foresee changes and opportunities in a potentially volatile market.

•	Specific Mortgage and Lending Experience: Specific real estate industry experience in the mortgage and lending sector that enhances our Board’s ability to oversee management in a highly regulated and cyclical industry.

•	Ethics: Experience in, and continued dedication to, the highest levels of corporate ethics and integrity so that the Company can continue to operate with integrity.

•	Technology and Innovation: Experience in researching or developing leading-edge technologies to drive positive customer experience and facilitate efficiencies.

•	Risk and Compliance: Experience identifying, mitigating, and managing risk to provide vital customer and stockholder protection.

•	Human Resource Management: Experience in human resources management in large organizations to inform the Board’s oversight of succession planning, executive compensation, effective talent development, and gender and racial diversity.

•	Legal, Regulatory, and Public Policy: Experience in setting and analyzing public policy in heavily regulated sectors.

•	Social: Experience in advocating for gender and racial equality, human rights and effective corporate citizenship to achieve greater social justice, diversity and inclusivity.

Our Board selected the nominees based on their diverse set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of loanDepot. We are pleased to report that 50% of our directors identify as women or as members from traditionally under-represented communities.

The Board

Board Leadership Structure

After careful consideration, the Board determined that, at this time, having separate CEO and Executive Chairman roles is best for the Company and our stockholders. Specifically, the Board is currently led by our Executive Chairman and founder, Anthony Hsieh, with Mr. Martell, as our CEO, focusing on, among other things, leading and managing the day-to-day operations of the Company.

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Board Composition

We are party to a stockholders agreement (as described below under “Related Persons Transactions”) with the Parthenon Stockholders (defined below) and Hsieh Stockholders (defined below) whereby, among other things, the parties agreed to certain matters relating to the Company’s corporate governance (as amended and/or restated from time to time, the “Stockholders Agreement”). The Stockholders Agreement provides that the authorized number of directors for our Board shall be eight. Both the Parthenon Stockholders and the Hsieh Stockholders initially have the right to nominate two directors to serve on the Board. The Parthenon Stockholders nominated Brian Golson and Andrew Dodson to serve as Class III and Class II directors, respectively, and the Hsieh Stockholders nominated Anthony Hsieh to serve as a Class III director and John Lee to serve as a Class I director.

The Stockholders Agreement also provides that Mr. Hsieh will serve as Chairman of the Board.

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Our Directors

The following provides a snapshot of the diversity, skills, and experience of our directors who are not standing for election at the Annual Meeting, followed by summary information about each individual nominee.

For a description of our directors standing for election at the Annual Meeting please see Proposal No. 1: Election of Class I Directors starting on page 43. Two of our three Class I nominees have been appointed to the Board in April 2022. Mr. Martell was recommended by the independent directors, and Mr. Lee was recommended by our Executive Chairman pursuant to the Stockholders Agreement.

Class II Directors – Term Ends 2023

	Andrew Dodson Non-Independent Director			Age: 44 Public Directorships: None Committee Memberships: None Director Since: February 2021 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Technology and Innovation Mortgage and Lending Experience
	Andrew Dodson is Managing Partner at Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of each of the Parthenon Stockholders (defined below), and has been with Parthenon Capital since 2005. He has also served as a director of the company or its affiliate, loanDepot.com, LLC (“LDLLC”), since December 2009. Prior to joining Parthenon Capital, Dodson was a consultant with Bain & Co. from 2004 to 2005, where he focused on mergers and acquisitions, cost control and corporate strategy for middle market technology companies. Mr. Dodson was also a financial analyst for Enron Corporation in the company’s retail group and worked for Trilogy, Inc., an enterprise software company, where he focused primarily in business development. Mr. Dodson earned a Bachelor of Arts from Duke University and a Master of Business Administration from Harvard Business School. Mr. Dodson’s extensive business and financial management experience qualify him to serve as a member of our Board of Directors.

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	Pamela Patenaude Independent Director			Age: 61 Public Directorships: Target Hospitality Corp, CoreLogic, Inc. (June 2020 – June 2021) Committee Memberships: Audit Director Since: July 2021 Skills and Qualifications: Executive Leadership Public Company Governance Financial and Audit Human Resource Management Real Estate Industry Experience Risk and Compliance Specific Mortgage and Lending Experience Legal, Regulatory, and Public Policy Social
	Pamela Patenaude has served as a director of the company since 2021 and brings deep real estate and housing policy expertise from her prior executive experience in government, nonprofits and private industry. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development (“HUD”), a federal government department that administers housing and urban development laws. Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She currently serves on the board of directors for Habitat for Humanity International and the Bipartisan Policy Center. Ms. Patenaude is a trustee and vice Chair of the Home Builders Institute, and a member of the FDIC Advisory Committee on Economic Inclusion. Ms. Patenaude is the principal of Granite Housing Strategies, LLC, where she serves as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude recently served as an independent director of CoreLogic, Inc., where she was a member of the audit and compensation committees. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families, a national nonprofit, education, and research organization dedicated to illuminating America’s affordable housing crisis. Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in community economic development from Southern New Hampshire University. Ms. Patenaude’s extensive business and financial management experience qualify her to serve as a member of our Board of Directors.

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Class III Directors – Term Ends 2024

	Anthony Hsieh Founder and Executive Chairman			Age: 57 Public Directorships: None Committee Memberships: None Director Since: February 2021 Skills and Qualifications: Mortgage and Lending Experience Executive Leadership Entrepreneurial Development and Strategy Real Estate Industry Experience Technology and Innovation Social
	Anthony Hsieh founded loanDepot and has served as Executive Chairman of the Company since April 2022. Prior to that, Mr. Hsieh served as Chair and CEO between December 2009 (when the business was formed) until April 2022. Mr. Hsieh has more than 30 years of experience in the lending industry. Prior to starting loanDepot, in 2002, Mr. Hsieh founded HomeLoanCenter.com, the first national online lender to offer a full spectrum of mortgage loan products featuring live interest-rate quotes and loan offerings tailored to borrowers’ needs and credit profiles. He continued to lead the business for three years after it merged with IAC/Interactive’s subsidiary, LendingTree in 2004. In 1989, he acquired a mortgage brokerage company and transformed it into LoansDirect.com. Mr. Hsieh’s executive leadership experience and extensive knowledge of our business qualify him to serve as a member of our Board of Directors.

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	John Dorman Independent Director			Age: 71 Public Directorships: CoreLogic, Inc. (2012 - 2021) SmartRent, Inc. Committee Memberships: Audit (Chair) Compensation Nominating and Corporate Governance Director Since: February 2021 Skills and Qualifications: Executive Leadership Public Company Governance Financial and Audit Technology and Innovation Risk and Compliance Specific Mortgage and Lending Experience Human Resource Management Entrepreneurial Development and Strategy Real Estate Industry Experience
	John Dorman has served as a director of the company or its affiliate, LDLLC, since July 2015. Mr. Dorman previously served as a director of Online Resources Corporation, a developer and supplier of electronic payment services, from May 2009 until it was sold to ACI Worldwide, Inc. in March 2013, and as its Chair from June 2010 until the sale. Dorman also previously served as Co-Chair of Online Resources Corporation from January 2010 to June 2010, and as Interim Chief Executive Officer from April 2010 to June 2010. From October 1998 to August 2003, he served as Chief Executive Officer of Digital Insight Corporation, a provider of software-as-a-service for online banking and bill payment for financial institutions, and served on the board of directors of Digital Insight until the company was acquired in 2007 by Intuit, Inc. Mr. Dorman served as Senior Vice President of the Global Financial Services Division of Oracle Corporation from August 1997 to October 1998; and Chair and Chief Executive Officer of Treasury Services Corporation, a provider of modeling and analysis software for financial institutions, from 1983 to 1997. Mr. Dorman earned a B.A. in Business Administration and Philosophy from Occidental College and an M.B.A. in Finance from the University of Southern California. Mr. Dorman’s extensive business and financial management experience qualify him to serve as a member of our Board of Directors.

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	Brian Golson Non-Independent Director			Age: 51 Public Directorships: Performant Financial Corporation (2004 – 2019) Committee Memberships: None Director Since: December 2009 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Technology and Innovation Mortgage and Lending Experience Human Resource Management Legal, Regulatory, and Public Policy
	Brian Golson is the Co-CEO and Managing Partner at Parthenon Capital, an affiliate of the Parthenon Stockholders, and has been with Parthenon Capital since 2002. He has also served as a director of the company or its affiliate, loanDepot.com, LLC, since December 2009. Prior to joining Parthenon Capital, Golson was the Chief Financial Officer and Vice President of Operations for Everdream, a software company sold to Dell providing outsourced IT infrastructure management. Mr. Golson also held leadership positions with Prometheus Partners, a middle-market private equity fund focused on recurring revenue service businesses, and GE Capital where he focused on acquisitions and divestitures of financial services and insurance businesses. Mr. Golson earned a Bachelor of Arts in Economics from the University of North Carolina, Chapel Hill and a Master of Business Administration from the Harvard Business School. Mr. Dorman’s extensive financial and leadership experience qualify him to serve as a member of our Board of Directors.

Board Structure and Committee Composition

As of the date of this proxy statement, the Company has the following three standing committees: (1) Audit Committee; (2) Compensation Committee; and (3) Nominating and Corporate Governance Committee.

The current committee membership and the function of each of these standing committees are described below. Each of the standing committees operates under a written charter adopted by the Board. All of the committee charters are available on our Governance website at https://investors.loandepot.com/governance/governance-documents. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committee’s activities. Additionally, the Board and each of the committees have the authority to retain, terminate, and receive appropriate funding for outside advisors as the Board and/or each committee deems necessary.

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	Compensation Committee
	Members Dawn Lepore (Chair) John Dorman John Lee			Role and Primary Responsibilities Our Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines or recommends to our Board equity-based compensation for our directors, officers, employees and consultants and administers our 2021 Omnibus Equity Incentive Plan. Our Compensation Committee oversees our corporate compensation programs. Required Qualifications The Company is relying on the NYSE controlled company exemption from having a compensation committee composed entirely of independent directors. The Board has determined that each of Dawn Lepore and John Dorman is independent within the meaning of the NYSE standards of independence for directors and compensation committee members. In addition, each of Dawn Lepore and John Dorman qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

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SEC Form DEF 14A filed by loanDepot Inc.