Velocity Financial Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight director nominees to serve one-year terms: Dorika M. Beckett; Michael W. Chiao; Christopher D. Farrar; Alan H. Mantel; John P. Pitstick; John A. Pless; Joy L. Schaefer; Omar M. Maasarani.

2. 2

   Advisory Vote on 2025 Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers for 2025 as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote to approve the overall 2025 compensation of the company's Named Executive Officers as disclosed in the proxy (including the Compensation Discussion and Analysis, compensation tables, and related narrative). Management is seeking shareholder approval to reaffirm its approach to executive pay and to obtain investor feedback on pay-for-performance alignment, using the result as guidance for future compensation decisions. The Compensation Committee designed the program to link pay to performance, using Core Net Income Annual Growth and individual/corporate performance metrics as key short-term and long-term drivers, supplemented by both cash and equity incentive structures (including PSUs with multi-year performance vesting). The committee engaged an independent compensation consultant, Mercer, and benchmarked against a defined peer group to set market-competitive targets and pay mix, and it retained governance features such as clawback provisions, minimum vesting, and limits on single-trigger change-in-control vesting. Management emphasizes that a substantial portion of equity incentives are subject to vesting and performance conditions and that the 2025 outcomes reflected strong performance (resulting in formulaic payouts at or above target). The board recommends a vote FOR because it believes the compensation program is appropriately aligned with shareholder interests, incentivizes long-term value creation, and incorporates risk-mitigation features to avoid imprudent risk-taking. As an advisory vote, the result is not binding on the Board or Compensation Committee, but it serves as important feedback; a negative vote would likely prompt the committee to reassess plan design and investor outreach. Analysts should note the company’s specific performance metrics, peer benchmarking, consultant engagement, and the mix of performance-vested and time-vested equity when evaluating the strength of alignment between pay and sustained shareholder value creation.

3. 3

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratification of the Audit Committee’s selection of RSM US LLP as the company’s independent registered public accounting firm for 2026.

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When is the Velocity Financial Inc 2026 annual meeting?

Velocity Financial Inc (VEL) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Velocity Financial Inc 2026 meeting?

The record date for the Velocity Financial Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Velocity Financial Inc 2026 meeting, listed with their independence status and background.

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

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