Guild Company (GHLD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held online on May 27, 2025, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and a charter amendment.

• Shareholders can vote electronically, by phone, or by mail, with detailed instructions provided for both registered and beneficial owners.

• The record date for voting eligibility is March 28, 2025, and proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (Patrick J. Duffy and Terry L. Schmidt) to serve until 2028.

• Proposal 2: Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Proposal 3: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 4: Amendment to the certificate of incorporation to limit officer liability in certain circumstances.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure (three classes, three-year terms).

• Chairperson and CEO roles are separated for effective oversight; current Chair is Mr. Duffy, CEO is Ms. Schmidt.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, all with independent directors.

• Annual board and committee self-assessments are conducted to ensure effective performance.

• Board met four times in 2024, with all directors attending at least 75% of meetings.