loanDepot (LDI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with voting available online, by phone, or mail.

• Four key proposals are up for vote: election of two Class I directors, ratification of the external auditor, advisory approval of executive compensation, and an amendment to the 2021 Omnibus Incentive Plan.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors (John Lee and Dawn Lepore), ratifying Ernst & Young LLP as auditor, advisory approval of executive compensation, and increasing authorized shares under the 2021 Omnibus Incentive Plan by 15 million.

• Shareholders can submit questions in advance and vote electronically or by proxy.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will decrease from eight to seven members after the meeting due to Frank Martell stepping down.

• The board is classified into three staggered terms; only one class is elected each year.

• The company is a "controlled company" under NYSE rules, exempt from certain governance requirements.

• Four directors are considered independent; committees are composed of independent members where required.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and annual evaluations.