DEF 14A 1 ny20006486x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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

loanDepot, 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

TABLE OF CONTENTS

Dear Fellow Shareholders,

2022 was a year of dramatic volatility and extreme challenge for the mortgage and broader housing markets. Virtually no part of the housing ecosystem was left unaffected as participants in the market grappled with substantial and rapid increases in the cost of home loans, the cumulative impact of significant home price appreciation driven by structural imbalances in supply and demand, and the depressive impact of high inflation on available household incomes.

The impact of this once-in-a-generation downshift in market activity was magnified by the fact that the mortgage industry had greatly expanded its operational capacity to accommodate the historically high levels of demand in 2020 and 2021, fueled by ultra-low interest rates. Over the past fifteen months, firms across our industry have had to face into the need to move decisively to shrink their workforces and adjust their business models to address the evolving market conditions.

To address these challenges and market dislocations, our management team and Board crafted and launched our Vision 2025 plan in July 2022, through which to drive long-term shareholder value in our evolving market. Vision 2025 enables us to address the immediate challenges on hand and capitalize on longer-term opportunities resulting from shifts in homebuyer demographics, technology, and process optimization.

Vision 2025 is comprised of the following four strategic pillars:

•	Pillar #1 focuses on transforming the company’s originations business to drive purchase transactions with an expanded emphasis on purpose-driven lending and first-time homebuyers.

•	Pillar #2 relates to reducing complexity and simplifying our organizational structure with an emphasis on client service, quality, automation and operating leverage.

•	Pillar #3 informs our investment in profitable growth-generating initiatives that includes investing in our servicing business and launching innovative digital consumer lending solutions.

•	And finally, Pillar #4 calls for aggressively right sizing loanDepot’s cost structure in line with current and anticipated market conditions and achieving first-quartile operating performance.

We have made significant progress against each of these pillars in 2022. While there is a long way to go, I expect our progress to accelerate in 2023, positioning us to emerge from this current market cycle as a stronger and more resilient company.

As mentioned above, a significant component of Vision 2025 is reorienting our mortgage origination footprint around purpose-driven lending to the increasingly diverse communities comprising of first-time homebuyers. We have already garnered recognition in this area; earlier this year The Wall Street Journal named us “Best Mortgage Lender for First-Time Buyers.” Over time, we believe a laser focus on serving first-time buyers will enable loanDepot to build relationships with customers for life, becoming the “partner of choice” for future lending or other home-related transactions.

Another step that helped us increase access and opportunity in underserved communities last year was the creation of our 10^th joint venture partnership with National Home Corp, a Georgia-based homebuilder specializing in affordable single-family homes. Our joint venture channel is a unique and differentiated business that generates exceptionally high-quality customers, and we will continue to invest in growing it. We believe all these efforts will contribute to expanding our revenues going forward.

TABLE OF CONTENTS

During 2022, we centralized our client-facing originations channels – specifically in-market retail, consumer direct and builder joint ventures – as well as our operations teams to sharpen our focus and accelerate the implementation of Vision 2025. We expect to see the benefits from continued optimization of our organization as we build operating leverage and realize the advantages of our scale.

In addition to streamlining and simplifying our organizational structure, we also invested in profitable revenue-generating opportunities that fit the strategic imperatives outlined in Vision 2025. Examples include the launch of our HELOC solution in late 2022. Synergistically, our in-house servicing portfolio consists of many borrowers with low interest rates, which creates opportunities for loanDepot to provide HELOC solutions to customers with whom we already have a relationship.

We also made significant investments in our quality, delivery, compliance, and risk management capabilities. In this regard, we recently completed the process of bringing all our mortgage loan servicing portfolios onto our in-house platform, which is already driving higher levels of customer satisfaction at lower costs. We also announced our investment in a new loan origination platform that will deliver operational efficiency and state-of-the-art technology and workflow processes to drive both customer and originator satisfaction. Finally, we added new leadership to help optimize our organizational structure and increase the effectiveness of our quality and compliance initiatives.

Even as we advanced our efforts to build new revenue vectors and invest in our technology platforms, the operating environment of 2022 required us to aggressively reset our operations and cost structure. When we announced Vision 2025, we established a goal of reducing our non-volume related expenses by an annualized $375 to $400 million. The size of our targeted reductions and the focus on speed of implementation reflect just how unique and sizable this market downturn has been. Our team overachieved against our expense reduction goals by delivering annualized savings of just over $500 million that also included savings realized as a result of our exit from the wholesale channel.

We believe that the mortgage market will remain challenged in 2023. We will continue to adapt by reducing our expenses aggressively as we implement a low-cost, sustainable operating model and target our return to run-rate profitability. Importantly, we will also continue to focus on profitable growth vectors. By maintaining a sizable cash balance, we believe we are positioned to continue investing in our people, technology, platforms and processes while eventually benefiting from industry consolidation. Over the medium to longer term, our investments are expected to create operating efficiencies and improve business automation, which will enable us to maintain our position as a leader in the industry.

I want to conclude by thanking Team loanDepot for their support, resilience, and commitment to our long-term success. While 2022 was a very challenging time, this period was also an important catalyst for change and progress for the company. As we move further into 2023, we have a clear and focused plan that we believe will help loanDepot navigate through the market downturn and emerge as a stronger company for our shareholders, customers, employees and communities.

Sincerely,

Frank Martell

We encourage you to read our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the sections captioned “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a description of the substantial risks and uncertainties related to the forward-looking statements included herein.

TABLE OF CONTENTS

loanDepot, Inc.

6561 Irvine Center Drive

Irvine, California 92618

Notice of Annual Meeting of Stockholders

Meeting Date: June 7, 2023

Time: 9:00 a.m., Pacific Time

Location: www.virtualshareholdermeeting.com/LDI2023 / access begins at 8:45 a.m., Pacific Time

	ITEMS OF BUSINESS
	1. To elect the three (3) Class II 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, 2023; 3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers; 4. To approve the Second Amendment to our 2021 Omnibus Incentive Plan to increase the number of shares of LDI Class A Common Stock (“LDI Class A Shares”) authorized for issuance thereunder by 15,000,000 LDI Class A Shares; and 5. To consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

The board of directors has fixed the close of business on April 14, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process will reduce the costs associated with printing and distributing our proxy materials. We expect to mail this notice and our proxy materials on or about April 24, 2023.

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/LDI2023.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

By Order of the Board of Directors,

Gregory Smallwood

Chief Legal Officer and Corporate Secretary

Irvine, CA

April 24, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2023

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

TABLE OF CONTENTS

Table of Contents

Although we refer to our website in this proxy statement, the contents of our website are not included or incorporated by reference into this proxy statement. All references to our website in this proxy statement are intended to be inactive textual references only.

TABLE OF CONTENTS

Proxy Statement

2023 Annual Meeting of Stockholders

to be held on June 7, 2023

General Information

loanDepot, Inc. is providing this proxy statement to you in connection with the solicitation of proxies by the board of directors (the “Board”) for our 2023 Annual Meeting of Stockholders to be held on Wednesday, June 7, 2023, at 9:00 a.m. (Pacific Time) at www.virtualshareholdermeeting.com/LDI2023, and any adjournment or postponement of that meeting (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. On or about April 24, 2023, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2022 Annual Report on Form 10-K. References to “loanDepot, Inc.” “loanDepot.com,” “Company,” “company,” “we,” “us,” or “our” refer to loanDepot, Inc.

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 2022 Annual Report on Form 10-K.

There are four (4) proposals to be voted on at the Annual Meeting:

1.	To elect the three (3) Class II director nominees named in this proxy statement.

The Board has nominated three (3) Class II directors for election at the Annual Meeting to hold office until the 2026 annual meeting and until their successors are duly elected and qualified or until their earlier resignation, retirement, disqualification, death or removal. Information regarding the nominees can be found beginning on page 5. The Board recommends that you vote “FOR” each of the Class II director nominees.

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

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 2023. Information regarding fees paid to and services rendered by EY can be found beginning on page 49. The Board recommends that you vote “FOR” Proposal 2.

3.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

We are asking stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Board and Compensation Committee are committed 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 25. The Board recommends that you vote “FOR” Proposal 3.

4.	To approve the Second Amendment to our 2021 Omnibus Incentive Plan to increase the number of shares of LDI Class A Common Stock (“LDI Class A Shares”) authorized for issuance thereunder by 15,000,000 LDI Class A Shares.

We are asking stockholders to approve the Second 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 15,000,000 shares. Information regarding the amendment can be found beginning on page 53. The Board recommends that you vote “FOR” Proposal 4.

TABLE OF CONTENTS

Proposal 1: Election of Class II Directors

Classified Board

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

•	Our Class II directors are Andrew Dodson, Steven Ozonian and Pamela Patenaude, who are up for re-election at this annual meeting.

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

•	Our Class I directors are John Lee, Dawn Lepore and Frank Martell, and their terms will expire at our annual meeting of stockholders in 2025.

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.

Stockholders Agreement

We are party to a stockholders agreement (as described below under “Related Party Transactions”) with the Hsieh Stockholders (as defined below) and the Parthenon Stockholders (as defined below) and 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”). Pursuant to the Stockholders Agreement, both the Hsieh Stockholders and the Parthenon Stockholders initially have the right to nominate two directors to serve on the Board. The Hsieh Stockholders nominated Anthony Hsieh and John Lee to serve as Class III and Class I directors, respectively, and the Parthenon Stockholders nominated Brian Golson and Andrew Dodson to serve as Class III and Class II directors, respectively.

In addition, the Stockholders Agreement provides that Mr. Hsieh will serve as Chairman of the Board. For additional details, please see “Related Party Transactions.”

Cooperation Agreement

We are party to a settlement and cooperation agreement (as described below under “Related Party Transactions”) with the Hsieh Stockholders, pursuant to which, among other things, Steven Ozonian was appointed to our Board in April 2023 and is being nominated for re-election at the Annual Meeting. For additional details, please see “Related Party Transactions.”

The Board’ 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;

•	independence and lack of conflicts of interest;

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

TABLE OF CONTENTS

Proposal 1: Election of Class II Directors

•	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.

•	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.

•	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 Responsibility: 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 44% of our directors are diverse identifying as women or as members from traditionally under-represented communities.

TABLE OF CONTENTS

Proposal 1: Election of Class II Directors

The following table includes a summary of our directors’ experience, qualifications, attributes and skills.

General Information			1
Proposal 1: Election of Class II Directors			2
Director Compensation			20
Our Executive Officers			21
Executive Compensation			25
Stock Ownership Information of Certain Beneficial Owners and Management			38
Delinquent Section 16(a) Reports			40
Related Party Transactions			41
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			49
Report of the Audit Committee of the Board			51
Proposal No. 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			52
Proposal No. 4: Vote to Approve the Second Amendment to Our 2021 Omnibus Incentive Plan to Increase the Number of LDI Class A Shares Authorized for Issuance by 15,000,000 Shares			53
Frequently Asked Questions			62
Appendix A			A-1

SEC Form DEF 14A filed by loanDepot Inc.