Loandepot Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect the three Class II director nominees named in the proxy statement (Andrew Dodson, Steven Ozonian, and Pamela Patenaude) to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory 'Say on Pay' proposal asking stockholders to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025.

   More detail

   This non-binding advisory proposal asks stockholders to approve the Company’s 2025 executive compensation disclosures and arrangements (a Say-on-Pay vote). Management seeks shareholder approval to confirm that its compensation design—comprised of base salaries, cash bonuses, RSUs and performance stock units (PSUs) with service and stock-price-based vesting conditions—appropriately aligns executives with stockholder interests and long-term value creation. The context includes a CEO transition during 2025 (Anthony Hsieh’s return to CEO), significant equity awards to certain executives (including market‑based PSUs to Hsieh and Marchetti with stock-price hurdles and a mix of performance- and time‑based vesting), and constrained annual bonus funding (the 2025 incentive pool funded at 60% of target). The Compensation Committee highlights pay‑for‑performance features: PSUs tied to sustained stock-price thresholds and quarterly adjusted net income performance metrics for other awards, and the Committee retained an independent compensation consultant and benchmarked pay against market medians. The Board emphasizes prior strong stockholder support (about 98.8% approval in the prior year) and states it will consider the advisory vote outcome when setting future pay. Risks and governance considerations for an informed evaluator include the use of large one‑time or inducement PSU grants (which can materially affect potential realizable pay), potential dilution from equity awards, the interplay of transitional payments and severance arrangements (e.g., the Martell transition), and related‑party and tax receivable arrangements that affect company economics. Although advisory and non‑binding, a negative vote could prompt the Compensation Committee to revisit incentive design, disclosure, and governance practices. Overall, the proposal represents a standard Say‑on‑Pay request but in a company‑specific setting that includes founder re‑engagement, significant market‑based PSU awards, and ongoing governance arrangements with major stockholders that bear on director and compensation dynamics.

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When is the Loandepot Inc 2026 annual meeting?

Loandepot Inc (LDI) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Loandepot Inc 2026 meeting?

The record date for the Loandepot Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Loandepot Inc's 2026 meeting?

The board is presenting 3 director nominees at the Loandepot Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Loandepot Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Loandepot Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.