LoanDepot : Proxy Statement (2025 Proxy)

Published: 2025-04-23 16:39:30 ET LDI

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

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

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.

Table of Contents

General Information

Proposal 1: Election of Class I Directors

Director Compensation

Our Executive Officers

Executive Compensation

Outstanding Equity Awards at Fiscal Year End

Additional Narrative Disclosure

Pay Versus Performance

Stock Ownership Information of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Related Party Transactions

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

Report of the Audit Committee of the Board

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

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

Frequently Asked Questions

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.

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:

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:

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."

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:

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.

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.

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

Brian

Anthony

John

Dawn

Steven

Pamela

Dodson

Golson

Hsieh

Lee

Lepore

Ozonian

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

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

Director Since: April 2022

Committee Memberships:

Compensation

Nominating and Corporate Governance

Age: 56

Skills and Qualifications:

Executive Leadership

John Lee

Entrepreneurial Development and Strategy

Financial and Audit

Independent Director

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.

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.

Disclaimer

loanDepot Inc. published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2025 at 20:39 UTC.