ldi-20250423

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 x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

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x			Definitive Proxy Statement

o			Definitive Additional Materials

o			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):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Fellow Stockholders,

You are cordially invited to attend our annual meeting of stockholders at 9:00 a.m., Pacific Time, on June 4, 2025. This year’s annual meeting of stockholders will be held entirely online via live webcast at www.virtualshareholdermeeting.com/LDI2025. We have designed the format of the annual meeting to provide stockholders substantially the same rights and opportunities to participate as they would have at an in-person meeting.

With this letter, we are including the notice for the annual meeting, the proxy statement, and the proxy card. A copy of our 2024 annual report is also being made available to you. More information regarding how to vote, participate in, and submit questions for the annual meeting can be found in the proxy statement.

We have made arrangements for you to vote your proxy over the Internet or by telephone, as well as by mail with the traditional proxy card. The proxy card contains instructions on these methods of voting.

Your vote is important. Whether or not you plan to participate in the virtual annual meeting on June 4, 2025, we hope you will read the enclosed proxy statement and vote as soon as possible.

Thank you for your continued support of loanDepot!

Sincerely,

Anthony Hsieh

Executive Chairman, Mortgage Solutions

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loanDepot, Inc.

6561 Irvine Center Drive

Irvine, California 92618

Notice of Annual Meeting of Stockholders

Meeting Date: June 4, 2025

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

Location: www.virtualshareholdermeeting.com/LDI2025 access begins at 8:45 a.m., Pacific Time



			ITEMS OF BUSINESS
			1.To elect the two (2) 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, 2025; 3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers; 4.To approve the Third 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 9, 2025, 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 first began sending our stockholders a Notice of Internet Availability of Proxy Materials, and made our proxy materials available, on or about April 23, 2025.

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/LDI2025.

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 23, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025

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

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Table of Contents


General Information			1

Proposal 1: Election of Class I Directors			2

Director Compensation			19

Our Executive Officers			21

Executive Compensation			25

Outstanding Equity Awards at Fiscal Year End			30

Additional Narrative Disclosure			31

Pay Versus Performance			35

Stock Ownership Information of Certain Beneficial Owners and Management			37

Delinquent Section 16(a) Reports			40

Related Party Transactions			41

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			48

Report of the Audit Committee of the Board			50

Proposal No. 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			51


Proposal No. 4: Approve Third Amendment to 2021 Omnibus Incentive Plan			52


Frequently Asked Questions			60


Appendix A : loanDepot, Inc. 2021 Omnibus Incentive Plan			A-1

We encourage you to read our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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. 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.



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Proxy Statement

2025 Annual Meeting of Stockholders

to be held on June 4, 2025

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 2025 Annual Meeting of Stockholders to be held on Wednesday, June 4, 2025, at 9:00 a.m. (Pacific Time) at www.virtualshareholdermeeting.com/LDI2025, 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 23, 2025, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2024 Annual Report on Form 10-K. References to “loanDepot,” “LDI,” “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 2024 Annual Report on Form 10-K.

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

1.To elect the two (2) Class I director nominees named in this proxy statement.

The Board has nominated two (2) Class I directors for election at the Annual Meeting to hold office until the 2028 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 I 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, 2025.

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 2025. 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 Third 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 Third 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 52. The Board recommends that you vote “FOR” Proposal 4.



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Proposal 1: Election of Class I Directors

Classified Board

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

•Our Class I directors are John Lee, Dawn Lepore and Frank Martell. John Lee and Dawn Lepore are each standing for re-election at this Annual Meeting to serve for a three-year term expiring on the date of our annual meeting of stockholders in 2028. The Company previously announced that the Board re-nominated John Lee and Dawn Lepore as Class I director nominees and that Mr. Martell’s term as a Class I director expires at this Annual Meeting, at which time he will step down from the Board. As a result, the size of the Board will be automatically decreased from eight to seven directors. Mr. Martell has also resigned as President and Chief Executive Officer effective as of this Annual Meeting. Mr. Martell plans to provide transition services as an advisor to the Board and the executive team until the Company appoints a permanent CEO.

•Our Class II directors are Andrew Dodson, Steven Ozonian and Pamela Patenaude, and their terms will expire at our annual meeting of stockholders in 2026.

•Our Class III directors are Brian Golson and Anthony Hsieh, and their terms will expire at our annual meeting of stockholders in 2027.

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 designate two directors to serve on the Board. The Hsieh Stockholders designated Anthony Hsieh and John Lee for nomination and service (subject to the Board’s fiduciary duty) as Class III and Class I directors, respectively, and the Parthenon Stockholders designated Brian Golson and Andrew Dodson for nomination and service (subject to the Board’s fiduciary duty) 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 also party to an amended and restated settlement and cooperation agreement (as described below under “Related Party Transactions”) with the Hsieh Stockholders, pursuant to which, among other things, subject to the Board’s fiduciary duties, John Lee and Dawn Lepore were nominated for re-election at the Annual Meeting and the Hsieh Stockholders have agreed to vote for these nominees at the Annual Meeting. For additional details, please see “Related Party Transactions.”



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Proposal 1: Election of Class I Directors

The Board of Directors Skills and Qualifications

Our Board consists of world-class directors with the breadth of skills, experience, perspectives, and viewpoints 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; and

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

The Board believes that a balance of the following skill sets and qualifications amongst our directors is key to aligning decision making, risk oversight, innovation and financial performance with our business strategy and to contributing 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, Cyber 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 Capital Management: Experience in human resources management in large organizations to inform the Board’s oversight of succession planning, executive compensation, effective talent development, employee engagement and culture.

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

•Sustainability/Corporate Responsibility: Experience in advocating for equality, inclusion, human rights, effective corporate citizenship and sustainable growth.

Our Board selected the nominees based on their varied set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of loanDepot.



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Proposal 1: Election of Class I Directors

The following table includes a summary of the self-reported experience, qualifications, attributes and skills of the directors who are standing for re-election and others who will continue to serve on the Board following the Annual Meeting.

Andrew

Dodson

Brian

Golson

Anthony

Hsieh

John

Lee

Dawn

Lepore

Steven

Ozonian

Pamela

Patenaude

Experience

Executive Leadership

Public Company Governance

Entrepreneurial Development and Strategy

Financial and Audit

Real Estate Industry

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Risk and Compliance

Human Capital Management

Legal, Regulatory, Public Policy

Sustainability/Corporate Responsibility

Independent

Tenure

4 years

3 years

4 years

2 years

4 years

Number of other Public Company Boards

Nominees

The Board has nominated John Lee and Dawn Lepore for re-election as Class I directors at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2028 and until his or her successor is duly elected and qualified, or her or his earlier death, resignation, or removal. The persons named as proxy holders will vote to elect each of these nominees unless a stockholder indicates that the stockholder’s shares should be withheld with respect to one or more of such nominees.

Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the Stockholders Agreement, the Board may designate a substitute nominee, in which event the proxy holders will vote for the election of such substitute nominee, or may reduce the number of directors on the Board. See “Related Party Transactions” for additional information regarding the Stockholders Agreement.

In determining that each director should be nominated for re-election, our board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below.

The Company previously announced that Mr. Martell is not standing for re-election at this Annual Meeting and that he has resigned as President and Chief Executive Officer effective as of this Annual Meeting. Consequently, upon the election of directors at the 2025 Annual Meeting, the Board size will



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Proposal 1: Election of Class I Directors

automatically be decreased from eight to seven individuals pursuant to previously adopted resolutions of the Board.

The Board unanimously recommends that you vote FOR each of the director nominees (John Lee and Dawn Lepore) to be elected as loanDepot’s Class I directors.

Class I Director Nominees Standing for Election

John Lee

Independent Director

Director Since: April 2022

Committee Memberships:

Compensation

Nominating and Corporate Governance

Age: 56

Skills and Qualifications:

Executive Leadership

Entrepreneurial Development and Strategy

Financial and Audit

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Risk and Compliance

Human Capital Management

Other Public Company Directorships:

None

John Lee has been a director of the Company since April 2022. He served as the Chief Analytics Officer of the Company or its affiliate, loanDepot.com, LLC, from 2014 to 2021, where he lead financial modeling and analytics across all lending channels. Mr. Lee was loanDepot.com, LLC’s Chief Financial Officer from 2009 to 2014. Prior to joining loanDepot, Mr. Lee served in a variety of executive and senior leadership roles, including as Chief Financial Officer at Grander Inc., Executive Vice President and Chief Financial Officer at Home Loan Center, Inc. (later to become LendingTree), Director – Investment Banking, Financial Institutions Group at CIBC World Markets, and Vice President, Corporate Development and M&A at Countrywide Home Loans. Mr. Lee holds a Bachelor of Arts in Economics from the University of Rochester in New York with a certificate of Management in Accounting and Finance from its Simon School of Business. He also holds a Master of Business Administration in Finance from Ohio State University where he was recognized as a Weidler Scholar and Beta Gamma Sigma honors graduate. Mr. Lee’s extensive knowledge of our business and leadership experience qualify him to serve as a member of the Board.



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Proposal 1: Election of Class I Directors

Dawn Lepore

Independent Director

Director Since: February 2021

Committee Memberships:

Audit

Compensation (Chair)

Nominating and Corporate Governance

Age: 71

Skills and Qualifications:

Executive Leadership

Public Company Governance

Entrepreneurial Development and Strategy

Financial and Audit

Technology, Cyber and Innovation

Risk and Compliance

Human Capital Management

Sustainability/Corporate Responsibility

Other Public Company Directorships:

Accolade, Inc. (2019 - present)

RealNetworks, Inc. (2013 – 2022)

Dawn Lepore has been a director of the Company or its affiliate, loanDepot.com, LLC, since July 2015. Ms. Lepore served as Interim Chief Executive Officer of Prosper Marketplace, Inc., an online peer-to-peer lending platform, from March 2012 to January 2013, and as Chair and Chief Executive Officer of drugstore.com, inc., an online retailer of health and beauty care products, from 2004 until its sale to Walgreen Co. in 2011. Prior to joining drugstore.com, Ms. Lepore held various leadership positions during her 21 years with The Charles Schwab Company. She is a director of Accolade, Inc. (Nasdaq: ACCD), a provider of care delivery, navigation and advocacy health services. Ms. Lepore previously served on the boards of directors of RealNetworks, Inc., Coupons.com, AOL Inc., The TJX Companies, Inc., eBay Inc., The New York Times Company, drugstore.com, inc. and Wal-Mart Stores Inc. Ms. Lepore earned a B.A. from Smith College. Ms. Lepore’s extensive operational background and experience as an executive and director at a diverse range of online consumer, internet technology and retail companies qualify her to serve as a member of the Board.



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Proposal 1: Election of Class I Directors

Class II Directors – Term Ends 2026

Andrew Dodson

Non-Independent Director

Director Since: February 2021

Committee Memberships:

None

Age: 47

Skills and Qualifications:

Executive Leadership

Entrepreneurial Development and Strategy

Financial and Audit

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Other Public Company Directorships:

None

Andrew Dodson is a Managing Partner of Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders, and has been with Parthenon Capital since 2005. He has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. Prior to joining Parthenon Capital, Mr. Dodson was a consultant with Bain & Co., where he focused on mergers and acquisitions, cost control and corporate strategy for middle market technology companies. He 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 the Board.



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Proposal 1: Election of Class I Directors

Steven Ozonian

Independent Director

Director Since: April 2023

Committee Memberships:

Audit (Chair)

Compensation

Age: 69

Skills and Qualifications:

Executive Leadership

Public Company Governance

Entrepreneurial Development and Strategy

Financial and Audit

Real Estate Industry Experience

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Human Capital Management

Other Public Company Directorships:

LendingTree, Inc. (2011 - present)

Steven Ozonian has been a director of the Company since April 2023. He has served as the CEO of the Williston Financial Group, a title insurance and real estate settlement services company, since 2017 and has served on Williston's Board of Directors since 2011. Mr. Ozonian is the lead independent director of LendingTree, Inc. (Nasdaq: TREE), an online marketplace that connects consumers with financial services. He previously served as the CEO of LendingTree's proprietary full service real estate brokerage business, known as RealEstate.com. Mr. Ozonian serves as a director of various private companies, including Global Mobility Solutions, Attom Data, Inside Real Estate, and Xactus. He has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential's real estate and related businesses, CEO of Realtor.com, and National Homeownership Executive for Bank of America. Mr. Ozonian has received numerous awards for service and technology innovation in the residential real estate industry. Mr. Ozonian’s public company executive leadership experience and diversified experience with real estate and consumer financial technology qualify him to serve as a member of the Board.



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Proposal 1: Election of Class I Directors

Pamela Patenaude

Independent Director

Director Since: July 2021

Committee Memberships:

Audit

Nominating and Corporate Governance (Chair)

Age: 64

Skills and Qualifications:

Executive Leadership

Public Company Governance

Financial and Audit

Real Estate Industry Experience

Specific Mortgage and Lending Experience

Risk and Compliance

Human Capital Management

Legal, Regulatory and Public Policy

Sustainability/Corporate Responsibility

Other Public Company Directorships:

Target Hospitality Corp. (2021 - present)

CoreLogic, Inc. (2020 – 2021)

Pamela Patenaude has been as a director of the Company since July 2021. She has been a Principal at Granite Housing Strategies, LLC, a provider of consultation services for disaster recovery efforts in the U.S. since 2019, serving as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude is a director of Target Hospitality Corp. (Nasdaq: TH), a provider of vertically integrated modular accommodations and value-added hospitality services. She was a director of CoreLogic, Inc. from 2020 to 2021. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development (“HUD”). Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She serves on a variety of non-profit boards, including the Home Builders Institute, Habitat for Humanity International, the Bipartisan Policy Center, and the National Housing Conference. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families. 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, real estate, financial management, regulatory and risk management experience qualify her to serve as a member of the Board.



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Proposal 1: Election of Class I Directors

Class III Directors – Term Ends 2027

Brian Golson

Non-Independent Director

Director Since: February 2021

Committee Memberships:

None

Age: 54

Skills and Qualifications:

Executive Leadership

Entrepreneurial Development and Strategy

Financial and Audit

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Human Capital Management

Legal, Regulatory and Public Policy

Other Public Company Directorships:

None

Brian Golson is the Co-CEO and Managing Partner at Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders, and has been with Parthenon Capital since 2002. He has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. Prior to joining Parthenon Capital, Mr. Golson was the CFO and Vice President of Operations for Everdream, a software company sold to Dell providing outsourced IT infrastructure management. He 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. Golson’s extensive financial and leadership experience qualify him to serve as a member of the Board.



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Proposal 1: Election of Class I Directors

Anthony Hsieh

Founder and Executive Chairman, Mortgage Operations

Director Since: February 2021

Committee Memberships:

None

Age: 60

Skills and Qualifications:

Executive Leadership

Entrepreneurial Development and Strategy

Real Estate Industry Experience

Specific Mortgage and Lending Experience

Technology, Cyber and Innovation

Sustainability/Corporate Responsibility

Other Public Company Directorships:

None

Anthony Hsieh founded loanDepot and has been Chair of the Board of the Company or its affiliate, loanDepot.com, LLC, since the founding in 2009. He was recently appointed as the Company’s Executive Chairman, Mortgage Operations in March 2025. He served as Executive Chairman of the Company from 2022 to 2023 and as CEO from 2021 to 2022. He also served as CEO of loanDepot.com, LLC from 2009 to 2022. Mr. Hsieh has more than 35 years of experience in the lending industry. Prior to starting loanDepot in 2002, Mr. Hsieh founded Home Loan Center, Inc., 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’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 the Board.

If a permanent CEO has not been appointed by the time of Mr. Martell’s departure at this Annual Meeting, Mr. Hsieh will serve as interim CEO until a new CEO has been appointed.



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Corporate Governance

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 of our capital stock is held by the Hsieh Stockholders. As a controlled company, we are not required to comply with certain corporate governance requirements, including the following:

•having a majority of the Board 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; and

•having a compensation committee that is composed entirely of independent directors.

We currently rely on the controlled company exemptions and do not have a majority of independent directors. We currently have, but are not required to maintain, a nominating and corporate governance committee and a compensation committee comprised entirely of independent directors. These exemptions, however, do not modify the independence requirements for our audit committee, and we have complied with the rules of the NYSE relating to audit committee membership and independence.

Director Independence

As a result of our “controlled company” status, our Board is not required to have a majority of independent directors.

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. The Board also considered the following: Mr. Lee’s prior employment by the Company or one of its affiliates from 2009 to 2021; Mr. Lee’s appointment to the Board by Mr. Hsieh pursuant to Mr. Hsieh’s rights under the Stockholders Agreement; and Mr. Ozonian’s affiliation with entities that do business with us in the ordinary course from time to time. Mr. Ozonian’s relationship with these entities is solely as a director and/or the annual amounts involved are significantly less than the greater of $1 million or 2% of such entity’s consolidated gross revenues.

The Board has determined that each of John Lee, Dawn Lepore, Steven Ozonian and Pamela Patenaude is an independent director. John Dorman, whose Board service ended effective June 6, 2024, was also determined to be independent during the time when he served on the Board.



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Corporate Governance

Board Leadership Structure

Pursuant to the terms of the Stockholders Agreement, Anthony Hsieh serves as our Executive Chairman of the Board and the Board does not have a lead independent director. Frank Martell, the Company’s President and CEO, has lead the Company under the direction of the Board. If a permanent CEO has not been appointed by the time of Mr. Martell’s departure at this Annual Meeting, Mr. Hsieh will serve as interim CEO until a new CEO has been appointed. Mr. Hsieh presided over executive sessions of the non-management directors during 2024. At executive sessions of the non-management directors or independent directors, as applicable, a specific director is appointed to preside during that session, typically based on the planned discussion topics, and absent any express appointment the Chair of the Nominating and Corporate Governance Committee presides. The independent directors met in at least one executive session last year.

Board Risk Oversight

A structured, conscientious approach to risk management is more important than ever for our Company. Our Board, both directly and through its committees, reviews our risk management program (the “Risk Management Program”), which is an enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks and to facilitate the incorporation of risk considerations into decision making across the Company. The Risk Management Program is overseen by the Chief Risk Officer and is executed through a “three lines of defense” model that includes independent risk oversight and internal audit functions with active engagement of our businesses. In particular, the Risk Management Program:

•defines risk management roles and responsibilities;

•brings together senior management to identify and discuss important risks; and

•facilitates appropriate risk mitigation strategies at the Board, committee, and management levels.

The Risk Management Program enables a holistic view on our enterprise risks and is facilitated through targeted risk assessments, and incorporation of relevant risk perspectives from other internal areas including Internal Audit, Accounting, Information Technology, Cybersecurity, Human Resources, Regulatory, Fair Lending and Legal to name a few. Our decentralized risk model allows for input from all areas of loanDepot to provide input into day-to-day risk management activities and assist with the day-to-day monitoring, evaluating and reporting of each area’s respective risks. Management is then able to make informed decisions with a view on potential areas of risk exposure and to mitigate and report on important activities.

Throughout the year, the Board oversees its committees’ ongoing risk oversight activities, and the Audit Committee escalates material issues relating to risk oversight to the full Board, in an ongoing effort to keep the Board adequately informed of developments that could have a material adverse effect on the Company’s risk profile or other aspects of our business. The Board also considers specific risk topics in connection with strategic planning and other matters. Further, the Compensation Committee oversees risks relating to our compensation policies and practices.

The Company operates a complex and large IT infrastructure that is critical in maintaining our ongoing operations in addition to a significant research and development footprint including labs, build and test systems, and supporting infrastructure that all have varying levels of risk exposures. We have a Chief Information Security Officer (“CISO”) who oversees the back office security, inclusive of the corporate IT environment and security standards that are used as a framework for the management of security across the Company. Our CISO is also responsible for developing and administering our corporate security training and sponsoring our related policies and standards. Our



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cybersecurity plan is reviewed annually and the Board, Audit Committee, and senior management oversee our cybersecurity program, receiving regular updates directly from our CISO and Chief Information Officer. For more information, please see Item 1C, Cybersecurity, in the Company’s Form 10-K for the year ended December 31, 2024.

Board Committees

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, 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.

Audit Committee

Our Audit Committee aids our Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. The Audit Committee is composed entirely of independent directors.

The members of our Audit Committee are Dawn Lepore, Steven Ozonian (chair), and Pamela Patenaude. The Board has determined that each of the Audit Committee members is independent within the meaning of the NYSE and SEC standards for independence of directors and audit committee members. Additionally, the Board has determined that Mr. Ozonian, the chair of the Audit Committee, is an audit committee financial expert.

Compensation Committee

Our Compensation Committee determines our general compensation policies. It reviews and determines, or recommends to our Board, the compensation provided to our directors and officers, including 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 oversees our 2021 Omnibus Equity Incentive Plan. Our Compensation Committee oversees our corporate compensation programs and has the authority to delegate any of its responsibilities to one or more subcommittees as the Compensation Committee may deem appropriate.

The Compensation Committee currently engages Semler Brossy Consulting Group, LLC to assist with its review of executive officer and non-employee director compensation matters, including providing advice with respect to prevailing market practices, the design of executive compensation programs, and related matters. Our CEO and Chief Human Resources Officer provide performance information



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and make recommendations to the Compensation Committee regarding the form and amount of compensation for our executive officers. Directors other than Compensation Committee members also may attend Compensation Committee meetings, including the portion where executive officer performance and compensation is discussed.

The Compensation Committee retains its compensation consultants directly, although in carrying out assignments, the compensation consultants also interact with Company management to the extent necessary and appropriate. The compensation consultants perform no services for management, however, at the direction of the Compensation Committee, they may assist in the preparation or review of certain of our Company’s compensation-related disclosures. The Compensation Committee has assessed the independence of the respective consultants and has concluded that no conflict of interests exist that would prevent the consultants from serving as independent consultants to the Compensation Committee.

The members of our Compensation Committee are John Lee, Dawn Lepore (chair), and Steve Ozonian. The Company previously relied on the NYSE controlled company exemption from having a compensation committee composed entirely of independent directors. The Board has determined that each of John Lee (effective as of April 2, 2025), Dawn Lepore and Steven Ozonian are independent within the meaning of the NYSE standards of independence for directors and compensation committee members. In addition, each of John Lee, Dawn Lepore and Steven Ozonian qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters.

The members of our Nominating and Corporate Governance Committee are John Lee, Dawn Lepore, and Pamela Patenaude (chair). The Company previously relied on the NYSE controlled company exemption from having a nominating and corporate governance committee consisting entirely of independent directors. The Board has determined that each of John Lee (effective April 2, 2025), Dawn Lepore, and Pamela Patenaude is independent within the meaning of applicable NYSE listing standards.

Board and Committee Meetings and Attendance

Our Board holds regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. During 2024, our Board held 14 meetings. In addition, the Audit Committee held 4 meetings, the Compensation Committee held 5 meetings, and the Nominating and Corporate Governance Committee held 4 meetings.

Each of our directors attended at least 75% of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served in 2024. All directors are also encouraged to attend our annual meetings of stockholders, and all of our directors who continued to serve after the Annual Meeting attended our Annual Meeting in 2024.



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Director Evaluations

The Board conducts a self-evaluation annually to determine whether it, its committees and its individual members are functioning effectively. Each committee of the Board also conducts a self-evaluation annually and reports the results to the Board.

Director Selection and Evaluation

The Board annually reviews the experience and characteristics appropriate for directors in the context of the current composition of the Board, effective Board operations, and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds to effectively oversee our business. In addition, the Board believes that directors should possess certain attributes, as reflected in the Board membership criteria described below. Although the Board uses the criteria described below to evaluate potential nominees, it has no stated minimum criteria for nominees.

Our Corporate Governance Guidelines 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 and Board seek 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, if applicable, considered independent under the standards of NYSE, and 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.

In addition, the Nominating and Corporate Governance Committee and the Board consider a director nominee’s ability to contribute to the diversity of the Board, which is considered in a broad sense, including, among other attributes, perspectives, viewpoints, skills and experience, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. 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.

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. Pursuant to a waiver granted by our Board, Frank Martell serves on two public company boards, in addition to our Board, which waiver was granted because the Board believed his service could add value to the Company without compromising his ability serve the Company effectively. In addition, our Audit Committee members may not serve simultaneously on the audit committee of more than three public companies, including our Audit Committee.



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In each instance, the Nominating and Corporate Governance Committee considers the totality of the circumstances of each individual director 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 below, the Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations of candidates for the Board. The Nominating and Corporate Governance Committee will evaluate all candidates appropriately submitted, regardless of source of recommendation, using the same rigorous evaluation process and criteria. In evaluating such candidates, 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 Company’s business.

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 capabilities on the Board. Any stockholder recommendations submitted for consideration by the Nominating and Corporate Governance Committee should include verification of the stockholder status of the person submitting the recommendation, and the recommended candidate’s name and qualifications for Board membership, and should be addressed to: Corporate Secretary, loanDepot, 6561 Irvine Center Drive, Irvine, California, 92618. The Nominating and Corporate Governance Committee considers candidates recommended by our stockholders in the same manner as a nominee recommended by our Board members or management.

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 “Frequently Asked Questions—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 66.

Communications with the Board

Stockholders and other interested parties may communicate with the Board, including the Executive Chairman of the Board, or the independent directors as a group, by contacting: Corporate Secretary, 6561 Irvine Center Drive, Irvine, California, 92618. The Corporate Secretary reviews all correspondence, organizes the communications for review by the Board, and provides communications to the full Board or to individual directors, as appropriate. Our independent directors have requested that certain items that are unrelated to the Board’s duties, such as spam, junk mail, mass mailings, solicitations, resumes, and job inquiries, not be provided. Communications that are intended specifically for the Executive Chairman, independent directors as a group, or the non-employee directors as a group, or any individual director, should be sent to the street address noted above, to the attention of the Corporate Secretary.

Governance Documents

We maintain a code of business conduct and ethics for directors, officers, and employees, known as our Code of Ethics. We also have adopted Corporate Governance Guidelines, which, in conjunction



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with our Certificate of Incorporation, Bylaws, and respective charters of the Board committees, form the framework for our governance. All of these documents are available at https://investors.loandepot.com/governance/governance-documents for review, downloading, and printing. On our governance website, we will post any amendments to the Code of Ethics or waivers of the Code of Ethics for directors and executive officers that are required to be disclosed in accordance with applicable NYSE and SEC requirements. Stockholders may request free printed copies of our Certificate of Incorporation, Bylaws, Code of Ethics, Corporate Governance Guidelines, and charters of the committees of the Board by contacting: loanDepot, Inc., Attention: Investor Relations, 6561 Irvine Center Drive, Irvine, California, 92618.



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Director Compensation

The Board has adopted a compensation program for our non-employee directors, or the “Non-Employee Director Compensation Policy,” which was most recently updated in 2022 upon recommendation by the Compensation Committee. Pursuant to the Non-Employee Director Compensation Policy, each non-employee member of our Board receives the following cash compensation for Board services, as applicable:

•$250,000 per year for service as a Board member, 50% of which is paid in cash and 50% of which consists of restricted stock units (with a fair market value of $125,000 on the grant date) that vest in quarterly installments, subject to such director’s continued service on the Board through each vesting date;

•$25,000 per year for service as Chair of the Audit Committee;

•$20,000 per year of service as Chair of the Compensation Committee;

•$15,000 per year of service as Chair of the Nominating and Corporate Governance Committee; and

•$75,000 per year for service as Lead Independent Director.

Each director is expected to sit on up to two committees for no additional consideration. Any director who sits on more than two committees (other than any special committee) will be provided with an additional $25,000 in annual cash compensation.

Pursuant to the Non-Employee Director Compensation Policy, on June 6, 2024, each of Andrew Dodson, Brian Golson, Anthony Hsieh, John Lee, Dawn Lepore, Steven Ozonian and Pam Patenaude, received 60,386 RSUs under the 2021 Omnibus Incentive Plan that vested or vest in equal installments on each of August 31, 2024, November 30, 2024, February 28, 2025, and May 31, 2025.



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Director Compensation

The following table sets forth certain information with respect to non-employee director compensation for the fiscal year ended December 31, 2024, with respect to our Directors. Mr. Martell did not receive any additional compensation for his service on the Board during 2024.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation	Total ($)
Andrew Dodson(2)	125,000	124,999	—	249,999
John Dorman(3)	75,962	—	—	75,962
Brian Golson(2)	125,000	124,999	—	249,999
Anthony Hsieh(4)	125,000	124,999	461,535	711,534
John Lee	125,000	124,999	—	249,999
Dawn Lepore	185,000	124,999	—	309,999
Steven Ozonian	139,217	124,999	—	264,216
Pam Patenaude	125,000	124,999	—	249,999

(1)Represents the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of restricted stock units (“RSUs”) granted to the directors during the fiscal year ended December 31, 2024, calculated based on the closing price of the Class A common stock on June 6, 2024, the date of grant, of $2.07. These amounts do not reflect the actual economic value that may be realized by the non-employee director.

(2)Pursuant to multiple Assignment and Acknowledgement Agreements, Messrs. Dodson’s and Golson’s stock awards are assigned to PCP Managers GP, LLC for the benefit of PCP Managers, L.P., and Messrs. Dodson and Golson disclaim all right, title and interest in the stock awards. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., an affiliate of Parthenon Capital Partners.

(3)Mr. Dorman’s Board service ended effective June 6, 2024. His retainer was prorated accordingly.

(4)Mr. Hsieh’s “All Other Compensation” includes (i) $443,143 of expenses paid in connection with a Hart-Scott-Rodino Act filing and Mr. Hsieh’s legal expenses paid by the Company for matters involving the Company, including expenses related to an S-3 registration statement, Section 16 reports, Schedule 13D reports, an antitrust filing, and Corporate Transparency Act matters, among other legal matters, and (ii) $18,392 of premiums paid or reimbursed by the Company for Mr. Hsieh and his covered dependents to participate in the Company’s medical plans pursuant to the terms of the Settlement Agreement and Release, dated April 4, 2023, between Mr. Hsieh and the Company.

In connection with his appointment as Executive Chairman, Mortgage Operations in March 2025 and his expected service as interim CEO following the Annual Meeting, Mr. Hsieh and the Company entered into a letter agreement pursuant to which Mr. Hsieh will receive: (i) an annual base salary of $1, (ii) a monthly expense reimbursement allowance of $75,000, and (iii) a grant of 1.5 million performance stock units, which will be scheduled to vest in equal increments on achievement of stock price hurdles of $3, $5, and $7 based on the closing price of the Company’s common stock over a 30-trading day period over a two-year performance period, and if Mr. Hsieh is still interim CEO as of March 1, 2026, an additional equity grant of 1.5 million performance stock units on the same terms as the initial grant. Since this role is expected to be temporary while the Company conducts a search for a permanent CEO, Mr. Hsieh will also continue to receive the director compensation described above.



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Our Executive Officers

Along with Anthony Hsieh, our Executive Chairman, Mortgage Operations (for a detailed biography please see “Class III Directors - Term Ends 2027” beginning on page 10), our executive officer team has significant experience in the residential mortgage loan production and servicing industry, and the investment management industry. Our executive officers are appointed by and serve at the discretion of the Board of Directors.

Frank Martell

Non-Independent Director and President and CEO

Frank Martell, age 65, has been a director of the Company and its President and CEO since April 2022. From 2017 to 2022, Mr. Martell was President and CEO of CoreLogic, Inc. a global property information, analytics and data-enabled solutions provider. He also served as CoreLogic’s Chair of the Board of Directors during 2022, CFO from 2011 to 2016, and Chief Operating Officer from 2014 to 2017. Before joining CoreLogic and after starting his career at General Electric, Mr. Martell served in numerous executive leadership roles, including as President and CEO of the Western Institutional Review Board, CFO of Information Services Group, Inc., CFO of Advantage Solutions, and Chief Operating Officer and Executive Vice President at ACNielsen Corporation. Mr. Martell is a director of Compass, Inc. (NYSE: COMP), a residential real estate brokerage, and SmartRent, Inc. (NYSE: SMRT), a provider of smart communities solutions and smart operations solutions to the rental housing industry. He served on the board of Bank of the West from 2015 -2023. Mr. Martell also serves on the board of Operation HOPE, a provider of financial literacy empowerment for youth and financial capability for communities, and on the national board of the Marine Corps Scholarship Foundation, the largest and oldest group supporting the education of the sons and daughters of active and prior service Marines.

Mr. Martell has resigned as a director and as President and Chief Executive Officer effective as of this Annual Meeting. Mr. Martell plans to provide transition services as an advisor to the Board and the executive team until the Company appoints a permanent CEO.



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Dan Binowitz

Managing Director of

Servicing

Dan Binowitz, age 56, has been our Managing Director of Servicing since 2024 and was our Managing Director of Operations and Servicing from 2022 to 2024. He joined loanDepot in 2011, rising to Executive Vice President of Servicing and Capital Markets Operations from 2018 to 2022. He currently oversees all post-funding operations, loan servicing, and our settlement services affiliates. Previously, Mr. Binowitz was Executive Vice President at PMAC Lending Services Inc., Chief Administrative Officer at LH Capital Management, Vice President at Fremont Investment & Loan, and Senior Vice President at First Mortgage Corporation. He holds a Bachelor’s degree in Economics from the University of Michigan.

Jeff DerGurahian

Chief Capital Markets

Officer and Head

Economist

Jeff DerGurahian, age 49, has been Chief Capital Markets Officer and Head Economist of loanDepot and of our affiliate, loanDepot.com, LLC, since 2022. He previously served as our Executive Vice President, Capital Markets from 2021 to 2022 and in similar executive officer positions with loanDepot.com since joining us in 2012. He oversees our secondary marketing and capital markets efforts including investor relations, loan trading, hedging, pricing strategies, and product development. Earlier in his career, Mr. DerGurahian was Executive Vice President of Capital Markets for Prospect Mortgage, LLC (formerly MetroCities Mortgage), and a hedge manager for Tuttle Risk Management Services. Mr. DerGurahian holds a bachelor’s degree in Finance from the University of Virginia.

Darren Graeler

Chief

Accounting Officer

Darren Graeler, age 57, has been our Chief Accounting Officer since 2023, and he served as Senior Vice President, Corporate Accounting from 2018 to 2023. He is responsible for managing the Company’s financial and accounting operations, SEC financial reporting and tax. Mr. Graeler was a founding partner of Financial Services Advisory Partners, LLC from 2007 to 2018. He started his career in the assurance practice at KPMG, LLP where he specialized in audits of public and nonpublic banks, mortgage lenders and finance companies. Mr. Graeler earned a Bachelor of Science degree in Accounting from California State University, Long Beach and is a licensed Certified Public Accountant (inactive) in the State of California.



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Joseph Grassi

Chief Risk Officer

Joseph Grassi, age 62, has served as our Chief Risk Officer since 2022. He oversees our enterprise risk management and compliance programs. He was General Counsel and Chief Risk Officer for Celebrity Home Loans, a mortgage lender, from 2021 to 2022, Chief Risk Officer for Guaranteed Rate, a mortgage lender, during 2020, and Principal Deputy General Counsel for the U.S. Department of Housing and Urban Development, an executive department of the federal government, from 2018 to 2020. He also served as EVP, General Counsel for Prospect Mortgage and helped lead the company through its acquisition by HomeBridge Financial in 2017. Prior to that, Mr. Grassi held positions of increasing responsibility at Fannie Mae over 20 years, including as SVP and Deputy General Counsel and ultimately Interim General Counsel. Mr. Grassi is an experienced senior leader with deep real estate, financial services and mortgage industry experience. He earned a Juris Doctor from Villanova University School of Law and Bachelor of Science in business administration from Villanova University.

David Hayes

Chief Financial Officer

David Hayes, age 50, has served as our Chief Financial Officer since 2023. He is responsible for managing loanDepot’s financial actions, including its accounting, treasury, tax, corporate finance and investor and lender relations activities, as well as vendor management and corporate real estate. Mr. Hayes formerly served in senior finance roles for 13 years at CoreLogic, Inc., an information services company, including as the Executive, Finance and Treasurer between 2018 and 2023. He managed budgeting and forecasting, strategic planning, mergers and acquisitions, pricing and capital expenditures. He also managed global enterprise liquidity, cash flow forecasting, investments, debt and capital markets, hedging, banking relationships and corporate insurance. Mr. Hayes served on the boards of directors of ComplianceEase from 2014 to 2020 and Symbility Solutions Ltd. from 2006 to 2018. He received his Bachelor of Science degree in Finance from Santa Clara University and Masters in Business Administration degree in Corporate Finance from the USC Marshall School of Business.



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Gregory Smallwood

Chief Legal Officer

and Secretary

Gregory Smallwood, age 58, has served as our Chief Legal Officer and Corporate Secretary since 2022. He oversees all aspects of loanDepot’s legal strategy and operations as well as various enterprise, shareholder and corporate governance matters. Mr. Smallwood was Executive Vice President and General Counsel of Caliber Home Loans, a mortgage lender, from October 2016 to January 2022. He has represented major financial services institutions in matters relating to compliance with state and federal law, corporate transactions, regulatory enforcement, and class action litigation for the majority of his legal career. Mr. Smallwood earned a Juris Doctorate from Seton Hall University School of Law and Bachelor of Arts from the University of Maryland.

Jeff Walsh

President, LDI

Mortgage

Jeff Walsh, age 61, has been President, LDI Mortgage of loanDepot and of our affiliate, loanDepot.com, LLC, since 2022. He previously served as Senior Executive Vice President and Chief Revenue Officer of loanDepot from 2021 to 2022 and of loanDepot.com from 2019 to 2022. He joined loanDepot.com in 2012 as Executive Vice President of Operations. Leveraging more than 30 years of industry experience, Mr. Walsh oversees our direct to consumer, in-market and joint venture businesses. Prior to joining loanDepot, he served as Chief Operating Officer of Ameriquest Mortgage Company and President of Town and Country Credit. He attended West Valley College in Saratoga, California and Evergreen Valley College in San Jose, California, as well as executive-development programs at Kenan-Flagler Business School at the University of North Carolina and the Colorado Springs Center for Creative Leadership.



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Executive Compensation

This section discusses the compensation awarded to, earned by or paid to our principal executive officer during the 2024 fiscal year and our two next most highly compensated executive officers for such fiscal year. These individuals, listed below, are referred to as the “named executive officers.” We follow the compensation disclosure requirements applicable to smaller reporting companies for the executive compensation disclosure included in this proxy statement.


Name			Title
Frank Martell			President and Chief Executive Officer(1)
David Hayes			Chief Financial Officer
Jeff Walsh			President, LDI Mortgage

(1)Mr. Martell has resigned as President and Chief Executive Officer effective as of the Annual Meeting. Following the Annual Meeting, he will provide transition services as a Board Advisor.

Summary Compensation Table

The following table sets forth certain information with respect to compensation of our named executive officers for the fiscal years ended December 31, 2024 and December 31, 2023.


Name and Principal Position	Year	Salary		Bonus(1)		Stock Awards(2)		Option Awards		All Other Compensation(3)		Total
Frank Martell President and Chief Executive Officer	2024	$	800,000	$	1,170,000	$	4,400,000	$	—	$	10,350	$	6,380,350
Frank Martell President and Chief Executive Officer	2023	$	800,000	$	1,100,000	$	6,355,634	$	—	$	9,900	$	8,265,534
David Hayes Chief Financial Officer	2024	$	500,000	$	550,000	$	2,077,996	$	—	$	10,350	$	3,138,346
Jeff Walsh President, LDI Mortgage	2024	$	750,000	$	850,000	$	999,996	$	—	$	10,350	$	2,610,346
Jeff Walsh President, LDI Mortgage	2023	$	750,000	$	2,200,000	$	—	$	—	$	2,596	$	2,952,596

(1)The amounts reported in this column for 2024 reflect discretionary annual bonuses for 2024, as described below under “Narrative Disclosure to Summary Compensation Table—2024 Annual Bonuses.”

(2)Represents the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of RSUs and performance stock units (“PSUs”) granted to the named executive officers. For 2024, the grant date fair value of RSUs and PSUs is calculated based on the closing price of the Class A common stock on March 15, 2024, and April 15, 2024, the grant dates, of $2.14 and $2.35, respectively, which for the PSUs assumes achievement of all applicable performance measures. These amounts do not reflect the actual economic value that may be realized by the named executive officers. Please see Note 17 to our audited consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for more information. See “Narrative Disclosure to Summary Compensation Table—Equity Awards” for more information regarding the RSUs and PSUs granted.

(3)For 2024, includes 401(k) Plan matching contributions.

Narrative Disclosure to Summary Compensation Table

Compensation Philosophy

The compensation outlined in the Summary Compensation Table is defined through the application of our pay philosophy. We conduct market benchmarking on a regular basis and also evaluate business context when making pay decisions. Key elements of our compensation philosophy include:



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•We provide competitive compensation that allow us to attract and retain strong talent across the range of our workforce.

◦Salaries, target cash compensation, and total rewards are generally positioned at the median of market, with variations driven by key expertise, performance, in-demand skill sets, location, and other related factors.

•We closely align pay and performance.

◦More senior team members have a greater proportion of total pay weighted in incentive compensation that is aligned with stockholder outcomes.

◦Individuals can receive differentiated pay outcomes driven by the strength of their contributions.

•We provide fair and equitable compensation, while also recognizing unique skills, market talent demand impacts, and individual performance in making pay decisions.

◦Strong performance can deliver above-market reward outcomes.

2024 Annual Salaries

2024 represented a challenging year for loanDepot with mortgage origination volumes at historically low levels. In this environment, loanDepot sought to manage expenses and no named executive officer received a salary increase.

2024 Annual Bonuses

Each named executive officer has a target annual bonus set forth under their respective employment agreements, as described below. With market demand for mortgage originations at a historic low level, setting specific financial performance objectives for the year was deemed to not be feasible and potential annual bonus payouts were generally limited by the Company’s budget. Within those budget parameters, the Compensation Committee evaluated Company performance across four key areas, where goals for each were intended to achieve the best possible short-term performance and also position the Company for future success as market demand begins to recover:


Growth			Organization 2025
Operational Excellence			Financial / Governance

Our Compensation Committee conducted an assessment of the Company’s performance during 2024 against the key categories noted above. During 2024, the Company completed its Vision 2025 strategic program, which allowed it to navigate a historical downturn in the housing and mortgage markets over the past three years and better positioned it to accelerate revenue growth and continue progress towards sustainable profitability. Also during 2024, the Company grew revenue, expanded margins, reduced its corporate debt and made important investments in productivity initiatives. Importantly, during the third quarter of 2024 the Company demonstrated its significant operational progress by achieving profitability during a period of modest market improvement. Despite challenges in returning to sustained profitability, the Compensation Committee assessed performance, including these key accomplishments, among others, and the Compensation Committee determined to fund the 2024 annual incentive plan at 65% of target, where actual final bonuses paid were also subject to



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adjustments based on an evaluation of individual performance and contribution. Based on company performance and individual assessments, the Compensation Committee or Board elected to award the annual bonuses outlined below for 2024. Mr. Martell’s final bonus determination reflects the Board’s assessment of his leadership in managing through the challenging market conditions and positioning the Company for future success.


Name	2024 Target Bonus	2024 Annual Bonus	2024 Bonus as Percent of Target
Frank Martell	$1,800,000	$1,170,000	65%
David Hayes	$700,000	$550,000	79%
Jeff Walsh	$1,500,000	$850,000	57%

Equity Awards

loanDepot’s equity strategy is designed to attract and retain outstanding leaders, simultaneously manage stockholder dilution and stock-based compensation expenses where possible, and focus the Company’s management team on key performance objectives that create long-term stockholder value.

All equity awards are granted under a stockholder-approved plan and stock options are granted at an exercise price at or above the closing market price of loanDepot’s Class A common stock on the date of grant. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates. During fiscal year 2024, we did not grant any stock options (or similar awards), to any named executive officer.

2024 Equity Awards

In 2024, the Board shifted its equity grant approach to a more traditional annual award program for the named executive officers and broader leadership team. Equity awards made in 2024 were based on 2023 performance. The grant mix for the named executive officers was 50% time-vested restricted stock units (“RSUs”) and 50% performance restricted stock units (“PSUs”). The 2024 PSUs focused the senior leadership team on achieving one quarter of positive adjusted net income, with any earned PSUs vesting one-third upon achievement of the performance goal and the remaining earned PSUs vesting one-third on each of the second and third anniversaries of the date of grant. The combination of performance and service-based vesting encourages sustainability in the share price and provides



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alignment with stockholders. The approximate dollar values of the RSU and PSU awards granted to each of the named executive officers in 2024 are provided in the following table.


Name	RSUs Granted in 2024(1)		PSUs Granted in 2024(2)		Total Equity Awards Granted in 2024(1)(2)
Frank Martell	$	2,200,000	$	2,200,000	$	4,400,000
David Hayes	$	1,253,000	$	825,000	$	2,078,000
Jeff Walsh	$	500,000	$	500,000	$	1,000,000

(1) The actual grant date dollar value of the RSUs awards may differ slightly from these dollar amounts in the table due to rounding. The RSU awards granted in 2024 in connection with 2023 performance were granted on April 15, 2024 and vest ratably over three years.

(2) The dollar amount reflects the target value of the PSU award approved by the Board. The actual value of the award and the number of shares ultimately received by a recipient will vary based on whether and when the performance criteria is satisfied. The grant date fair values of the PSU awards is calculated based on the $2.35 closing price of the Class A common stock on the April 15, 2024 grant date.

In November 2024, the Compensation Committee certified that the Company achieved positive adjusted net income during the third fiscal quarter of 2024 and that the PSUs performance criteria had been fully satisfied, resulting in the target amount of each award being earned. One-third of the award vested immediately and the remainder of the award is scheduled to vest ratably on April 15, 2026, and April 15, 2027.

2025 Equity Awards

In 2025, the Board continued the 2024 equity grant approach for the named executive officers and broader leadership team. Equity awards made in 2025 were based on 2024 performance. The grant mix for the named executive officers was 50% time-vested RSUs and 50% PSUs and for other members of the executive leadership team 75% RSUs and 25% PSUs. The 2025 PSUs are designed to focus the senior leadership team on achieving and sustaining profitable adjusted net income and high levels of customer satisfaction, with multi-year vesting to encourage sustainability in the share price and provide alignment with stockholders.

Employment Agreements with Named Executive Officers

We have entered into employment agreements with our named executive officers. The material terms of these employment agreements are summarized below and are qualified by reference to the actual text of the agreements. All of the employment agreements provide for severance payments and benefits upon certain terminations of employment, as described in more detail under “Additional Narrative Disclosure—Potential Payments Upon a Termination or Change in Control” below. In addition, each employment agreement provides that each named executive officer is subject to standard covenants regarding innovation assignment, confidentiality, non-disparagement, and customer and employee noninterference.

Martell Employment Agreement and Transition Agreement

Effective as of April 21, 2022, in connection with Mr. Martell’s appointment as President and Chief Executive Officer, the Company entered into an Executive Employment Agreement (the “Martell Agreement”) with Mr. Martell, which provides for at-will employment. The Martell Agreement provides for an initial annual base salary of $800,000, subject to increase in the sole discretion of the Board or a committee of the Board. Under the terms of the Martell Agreement, Mr. Martell is also (i) eligible to receive an annual bonus targeted at 225% of his base salary, where the maximum bonus is up to 300% of the target award, subject to the determination of the Board (or a committee of the Board) in



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its sole discretion; (ii) eligible to receive equity incentive grants as determined by the Board (or a committee of the Board) in its sole discretion, targeted at $4.4 million, subject to adjustment by the Compensation Committee based on executive and Company performance; and (iii) entitled to the benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally.

On March 5, 2025, Mr. Martell entered into a transition and separation agreement and general release of claims (the “Transition Agreement”) with the Company whereby Mr. Martell will continue to serve as President and CEO until the earlier of June 4, 2025, or the Annual Meeting, while the Company conducts a search for a permanent CEO to succeed Mr. Martell. The Transition Agreement is further described below under the “Potential Payments Upon a Termination or Change in Control” beginning on page 31.

Messrs. Walsh and Hayes Employment Agreements

We entered into executive employment agreements with Mr. Walsh in September 2022 and Mr. Hayes in 2023 that provide for initial three-year terms and automatically renew for successive one-year periods unless either party provides written notice at least 60 days prior to the end of the applicable renewable period. The employment agreements provide for at-will employment. Under the terms of the employment agreements, Mr. Walsh is entitled to receive a base salary of $750,000 and a target annual bonus of 200% of base salary, and Mr. Hayes is entitled to receive a base salary of $500,000 and a target annual bonus of 140% of base salary. The maximum annual bonus for Mr. Walsh is up to 300% of the target bonus and for Mr. Hayes is up to 200% of the target bonus. The bonuses are determined in the discretion of the Board (or a committee thereof), except that Mr. Hayes was guaranteed a minimum bonus of $350,000 for calendar year 2023. The employment agreements also provide for standard benefits and eligibility to participate in our equity incentive plans.

SEC Form DEF 14A filed by loanDepot Inc.