LoanDepot : Proxy Statement of 2026 Annual & Proxy Report

About this update from Loandepot, Inc.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ® Dear Fellow Stockholders, You are cordially invited to attend our annual meeting of stockholders at 9:00 a.m., Pacific Time, on June 4, 2026. This year's annual meeting of stockholders will be held entirely online via live webcast at https://www.virtualshareholdermeeting.com/LDI2026 . 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 2025 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, 2026, 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, Chief Executive Officer and President loanDepot, Inc. 6561 Irvine Center Drive Irvine, California 92618 Notice of Annual Meeting of Stockholders Meeting Date: June 4, 2026 Time: 9:00 a.m., Pacific Time (access begins at 8:45 a.m., Pacific Time) Location: https://www.virtualshareholdermeeting.com/LDI2026 ITEMS OF BUSINESS To elect the three (3) Class II director nominees named in this proxy statement; To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and To consider such other business as may properly come before the meeting. IMPORTANT MEETING INFORMATION The board of directors has fixed the close of business on April 7, 2026, 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, 2026. Prior to the meeting, questions can be submitted at https://www.proxyvote.com . During the meeting questions can only be submitted in the question box provided at https://www.virtualshareholdermeeting.com/LDI2026 . 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, 2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2026 The Proxy Statement and the Company's Annual Report are available at https://www.proxyvote.com . Table of Contents General Information 1 Proposal 1: Election of Class II Directors 2 Director Compensation 18 Our Executive Officers 20 Executive Compensation 23 Outstanding Equity Awards at Fiscal Year End 29 Additional Narrative Disclosure 30 Pay Versus Performance 32 Stock Ownership Information of Certain Beneficial Owners and Management 34 Delinquent Section 16(a) Reports 36 Related Party Transactions 37 Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm 44 Report of the Audit Committee of the Board 46 Proposal No. 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers 47 Frequently Asked Questions 48 We encourage you to read our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including 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. i Proxy Statement 2026 Annual Meeting of Stockholders to be held on June 4, 2026 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 2026 Annual Meeting of Stockholders to be held on Thursday, June 4, 2026, at 9:00 a.m. (Pacific Time) at https://www.virtualshareholdermeeting.com/LDI2026 , 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, 2026, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2025 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 2025 Annual Report on Form 10-K. There are three (3) proposals to be voted on at the Annual Meeting: To elect the three (3) Class II director nominees named in this proxy statement. The Board has nominated three (3) Class II directors for election at the Annual Meeting to hold office until the 2029 annual meeting and until their successors are duly elected and qualified or until their earlier resignation, retirement, disqualification, death or removal. Information regarding the nominees can be found beginning on page 5. The Board recommends that you vote "FOR" each of the Class II director nominees. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee has appointed, and stockholders are being asked to ratify the appointment of, Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for fiscal year 2026. Information regarding fees paid to and services rendered by EY can be found beginning on page 45. The Board recommends that you vote "FOR" Proposal 2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers. We are asking stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Board and Compensation Committee are committed to executive compensation programs that align the interests of our executives with those of our stockholders. Information regarding our programs can be found beginning on page 23. The Board recommends that you vote "FOR" Proposal 3. 1 Proposal 1: Election of Class II Directors Classified Board Our Board consists of seven directors, divided into three classes, each serving staggered, three-year terms as follows: Our Class II directors are Andrew Dodson, Steven Ozonian and Pamela Patenaude, and each is standing for re-election at this Annual Meeting to serve for a three-year term expiring on the date of our annual meeting of stockholders in 2029. Our Class III directors are Brian Golson and Anthony Hsieh, and their terms will expire at our annual meeting of stockholders in 2027. Our Class I directors are John Lee and Dawn Lepore, and their terms will expire at our annual meeting of stockholders in 2028. 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. Frank Martell's Board service ended on June 4, 2025. 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, John Lee and Dawn Lepore were nominated for re-election at the 2025 annual meeting of stockholders and the Hsieh Stockholders agreed to vote for them at that 2025 annual meeting. For additional details, please see "Related Party Transactions." The Board of Directors Skills and Qualifications Our Board consists of directors with the breadth of skills, experience, perspectives, and viewpoints necessary to provide exceptional leadership for loanDepot. The selection criteria for our directors include: professional and personal ethics and values consistent with our values and standards; 2 independence and lack of conflicts of interest; broad policy-making experience in business, government, technology, or public service; and sufficient time to devote to the Board and our Company. 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. Executive Leadership : Experience in executive positions with effective oversight of management. Public Company Governance : Experience on other public company boards to enable our Board to develop leading corporate governance practices. Entrepreneurial Development and Strategy : Experience with starting and running new businesses focusing on innovation and growth. Financial and Audit : Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets to support the Board's oversight of our financial reporting and functions. Real Estate Industry Experience : Experience at the executive level in the real-estate sector that enhances our Board's ability to foresee changes and opportunities in a potentially volatile market. Specific Mortgage and Lending Experience : Specific real estate industry experience in the mortgage and lending sector that enhances our Board's ability to oversee management in a highly regulated and cyclical industry. Technology, Cyber and Innovation : Experience in researching or developing leading-edge technologies to drive positive customer experience and facilitate efficiencies. Cybersecurity : Experience, certifications, or other qualifications related to overseeing, implementing or managing risks specifically related to cybersecurity and data security systems. Artificial Intelligence : Experience, certifications, or other qualifications related to overseeing, implementing or managing risks specifically related to artificial intelligence (AI), including machine learning, data science, or AI governance. Risk and Compliance : Experience identifying, mitigating, and managing risk to provide vital customer and stockholder protection. Human Capital Management : Experience in human resources management in large organizations to inform the Board's oversight of succession planning, executive compensation, effective talent development, employee engagement and culture. Legal, Regulatory and Public Policy : Experience in setting and analyzing public policy in heavily regulated sectors. 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. 3 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 Dodson Brian Golson Anthony Hsieh John Lee Dawn Lepore Steven Ozonian Pamela Patenaude Experience Executive Leadership X X X X X X X Public Company Governance X X X Entrepreneurial Development and Strategy X X X X X X Financial and Audit X X X X X X Real Estate Industry X X X Specific Mortgage and Lending Experience X X X X X X Technology, Cyber and Innovation X X X X X X Cybersecurity X Artificial Intelligence X Risk and Compliance X X X Human Capital Management X X X X X Legal, Regulatory, Public Policy X X Independent X X X X Tenure 5 years 5 years 5 years 4 years 5 years 3 years 5 years Number of other Public Company Boards 0 0 0 0 0 1 1 Nominees The Board has nominated Andrew Dodson, Steven Ozonian and Pamela Patenaude for re-election as Class II directors at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2029 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. 4 The Board unanimously recommends that you vote FOR each of the director nominees (Andrew Dodson, Steven Ozonian and Pamela Patenaude) to be elected as loanDepot's Class II directors. Class II Director Nominees Standing for Election Andrew Dodson Non-Independent Director Director Since: February 2021 Committee Memberships: None Age: 48 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Other Public Company Directorships: None Andrew Dodson has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. He is a Managing Partner of Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders. He has been with Parthenon Capital since 2005. Prior to joining Parthenon Capital, Mr. Dodson was a consultant with Bain & Co., where he focused on mergers and acquisitions, cost control and corporate strategy for middle market technology companies. He was also a financial analyst for Enron Corporation in the company's retail group and worked for Trilogy, Inc., an enterprise software company, where he focused primarily on business development. Mr. Dodson earned a Bachelor of Arts from Duke University and a Master of Business Administration from Harvard Business School. Mr. Dodson's extensive business and financial management experience qualify him to serve as a member of the Board. 5 Steven Ozonian Independent Director Director Since: April 2023 Committee Memberships: Audit (Chair) Compensation Age: 70 Skills and Qualifications: Executive Leadership Public Company Governance Entrepreneurial Development and Strategy Financial and Audit Real Estate Industry Experience Specific Mortgage and Lending Experience Technology, Cyber and Innovation Human Capital Management Other Public Company Directorships: LendingTree, Inc. (2011 - present) Steven Ozonian has been a director of the Company since April 2023. He has served as the CEO of the Williston Financial Group, a title insurance and real estate settlement services company, since 2017 and has served on Williston's Board of Directors since 2011. Mr. Ozonian is the Chairman of the Board of LendingTree, Inc. (Nasdaq: TREE), an online marketplace that connects consumers with financial services. He previously served as the CEO of LendingTree's proprietary full service real estate brokerage business, known as RealEstate.com. Mr. Ozonian has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential's real estate and related businesses, CEO of Realtor.com, and National Homeownership Executive for Bank of America. Mr. Ozonian has received numerous awards for service and technology innovation in the residential real estate industry. Mr. Ozonian's public company executive leadership experience and diversified experience with real estate and consumer financial technology qualify him to serve as a member of the Board. 6 Pamela Patenaude Independent Director Director Since: July 2021 Committee Memberships: Audit Nominating and Corporate Governance (Chair) Age: 65 Skills and Qualifications: Executive Leadership Public Company Governance Financial and Audit Real Estate Industry Experience Specific Mortgage and Lending Experience Risk and Compliance Human Capital Management Legal, Regulatory and Public Policy Other Public Company Directorships: Target Hospitality Corp. (2021 - present) CoreLogic, Inc. (2020 - 2021) Pamela Patenaude has been a director of the Company since July 2021. She has been a Principal at Granite Housing Strategies, LLC, a provider of consultation services for disaster recovery efforts in the U.S. since 2019, serving as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude is a director of Target Hospitality Corp. (Nasdaq: TH), a provider of vertically integrated modular accommodations and value-added hospitality services. She was a director of CoreLogic, Inc. from 2020 to 2021. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development ("HUD"). Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She serves on a variety of non-profit boards, including Habitat for Humanity International and the Bipartisan Policy Center. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America's Families. Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in community economic development from Southern New Hampshire University. Ms. Patenaude's extensive business, real estate, financial management, regulatory and risk management experience qualify her to serve as a member of the Board. Ms. Patenaude is a NACD © Certified Corporate Director. 7 Class III Directors - Term Ends 2027 Brian Golson Non-Independent Director Director Since: February 2021 Committee Memberships: None Age: 55 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Human Capital Management Legal, Regulatory and Public Policy Other Public Company Directorships: None Brian Golson has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. He is the Co-CEO and Managing Partner at Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders. He has been with Parthenon Capital since 2002. Prior to joining Parthenon Capital, Mr. Golson was the CFO and Vice President of Operations for Everdream, a software company sold to Dell providing outsourced IT infrastructure management. He also held leadership positions with Prometheus Partners, a middle-market private equity fund focused on recurring revenue service businesses, and GE Capital where he focused on acquisitions and divestitures of financial services and insurance businesses. Mr. Golson earned a Bachelor of Arts in Economics from the University of North Carolina, Chapel Hill and a Master of Business Administration from the Harvard Business School. Mr. Golson's extensive financial and leadership experience qualify him to serve as a member of the Board. 8 Anthony Hsieh Founder, Executive Chairman, Chief Executive Officer and President Director Since: February 2021 Committee Memberships: None Age: 61 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Real Estate Industry Experience Specific Mortgage and Lending Experience Technology, Cyber and Innovation Other Public Company Directorships: None Anthony Hsieh founded loanDepot and has been Chair of the Board of the Company or its affiliate, loanDepot.com, LLC, since the founding in 2009. He was appointed as the Company's Executive Chairman, Chief Executive Officer and President in July 2025, after being appointed to that role on an interim basis in June 2025. He briefly served as Executive Chairman, Mortgage Operations in 2025 before becoming CEO. He also served as Executive Chairman of the Company from 2022 to 2023 and as CEO from 2021 to 2022. He serves as CEO of loanDepot.com, LLC, a position he also held from 2009 to 2022. Mr. Hsieh has more than 36 years of experience in the lending industry. Prior to starting loanDepot in 2002, Mr. Hsieh founded Home Loan Center, Inc., the first national online lender to offer a full spectrum of mortgage loan products featuring live interest-rate quotes and loan offerings tailored to borrowers' needs and credit profiles. He continued to lead the business for three years after it merged with IAC's subsidiary, LendingTree, in 2004. In 1989, he acquired a mortgage brokerage company and transformed it into LoansDirect.com. Mr. Hsieh's executive leadership experience and extensive knowledge of our business qualify him to serve as a member of the Board. 9 Class I Directors - Term Ends 2028 John Lee Independent Director Director Since: April 2022 Committee Memberships: Compensation Nominating and Corporate Governance Age: 57 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Artificial Intelligence 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 led 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. 10 Dawn Lepore Independent Director Director Since: February 2021 Committee Memberships: Audit Compensation (Chair) Nominating and Corporate Governance Age: 72 Skills and Qualifications: Executive Leadership Public Company Governance Entrepreneurial Development and Strategy Financial and Audit Technology, Cyber and Innovation Cybersecurity Risk and Compliance Human Capital Management Other Public Company Directorships: Accolade, Inc. (2019 - 2025) RealNetworks, Inc. (2013 - 2022) Dawn Lepore has been a director of the Company or its affiliate, loanDepot.com, LLC, since July 2015. She 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 served as a director of Accolade, Inc. (Nasdaq: ACCD), a provider of care delivery, navigation and advocacy health services, from 2019 to 2025, and as director of RealNetworks, Inc., a provider of digital media, artificial intelligence and machine learning solutions, from 2013 to 2022. Ms. Lepore also previously served on the public company boards of directors of 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. 11 Corporate Governance Controlled Company Status Ended The Hsieh Stockholders' voting power of our capital stock dropped below 50% in 2025 and we are no longer a "controlled company" under the New York Stock Exchange's (the "NYSE") corporate governance standards. As required by the rules of the NYSE, we currently have a majority of independent directors, as well as a nominating and corporate governance committee, a compensation committee and an audit committee comprised entirely of independent directors. Director Independence Under our Corporate Governance Guidelines, a director will be considered independent if they meet the independence standards of the NYSE corporate governance listing standards and, for purposes of serving on the audit and compensation committees, the heightened independence standards for audit committees and compensation committees under the Securities Exchange Act of 1934, as amended. In determining independence, in addition to considering the bright-line tests specified in the NYSE listing rules, the Board reviews whether directors have any material relationship with loanDepot, either directly or as a partner, stockholder, or officer of an organization that has a relationship with loanDepot. In assessing the materiality of a director's relationship to loanDepot, the Board considers all relevant facts and circumstances, including consideration of the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The Board also considered the following: Mr. Lee's prior employment by the Company or one of its affiliates from 2009 to 2021; Mr. Lee's appointment to the Board by Mr. Hsieh pursuant to Mr. Hsieh's rights under the Stockholders Agreement; Mr. Ozonian's affiliations with entities that do business with us in the ordinary course from time to time; and ordinary course mortgage-related transactions with Mr. Lee described further in the "Related Party Transactions" section below. Mr. Ozonian's relationship with these entities is solely as a director and/or the annual amounts involved are significantly less than the greater of $1 million or 2% of such entity's consolidated gross revenues. The Board has determined that each of John Lee, Dawn Lepore, Steven Ozonian and Pamela Patenaude is an independent director. Board Leadership Structure Pursuant to the terms of the Stockholders Agreement, Anthony Hsieh, Chief Executive Officer ("CEO") and President, serves as our Executive Chairman of the Board and the Board does not have a lead independent director. At executive sessions of the non-management directors or independent directors, as applicable, a specific director is appointed to preside during that session, typically based on the planned discussion topics, and absent any express appointment the Chair of the Nominating and Corporate Governance Committee presides. The independent directors met in at least one executive session last year. Board Risk Oversight A structured, conscientious approach to risk management is important for our Company. Our Board, both directly and through its committees, reviews our risk management program (the "Risk Management Program"), which is enterprise-wide and designed to enable effective and efficient 12 identification of, and visibility into, the most critical enterprise risks. The program facilitates the incorporation of risk considerations into decision making across the Company. The Risk Management Program is overseen by the Chief Risk Officer and is executed through a "three lines of defense" model that includes independent risk oversight and internal audit functions with active engagement of management. In particular, the Risk Management Program: defines risk management roles and responsibilities; brings together senior management to identify and discuss important risks; and facilitates appropriate risk mitigation strategies at the Board, committee, and management levels. The Risk Management Program enables a holistic view of enterprise risks and is facilitated through targeted risk assessments. It incorporates relevant risk perspectives from internal areas, including Internal Audit, Accounting, Information Technology, Cybersecurity, Human Resources, Regulatory, Fair Lending, and Legal, and it seeks input about day-to-day risk management activities from other areas of the Company. Risk-related information is collected through regular cross-departmental meetings, which helps to identify and communicate emerging risks to better inform decision-making. Throughout the year, the Board and committees oversee ongoing risk oversight activities. The Audit Committee escalates material risk issues to the full Board to keep the Board adequately informed of developments that could have a material adverse effect on the Company's risk profile or other aspects of our business. The Board also considers specific risk topics in connection with strategic planning and other matters. Further, the Compensation Committee oversees risks relating to our compensation policies and practices. The Company operates a complex and large information technology infrastructure that is critical in maintaining our ongoing operations in addition to a significant research and development footprint, including labs, build and test systems, and supporting infrastructure that all have varying levels of risk exposures. We have a Chief Information Security Officer ("CISO") who oversees the back-office security, inclusive of the corporate information technology environment and security standards that are used as a framework for the management of security across the Company. Our CISO is also responsible for developing and administering our corporate security training and sponsoring our related policies and standards. Our cybersecurity plan is reviewed annually, and the Board, Audit Committee, and senior management provide oversight of our cybersecurity program. Regular updates are provided by our CISO and Chief Digital Officer. For more information, please see Item 1C, Cybersecurity, in the Company's Form 10-K for the year ended December 31, 2025. Board Committees The Company has the following three standing committees: (1) Audit Committee; (2) Compensation Committee; and (3) Nominating and Corporate Governance Committee. The current committee membership and the function of each of these standing committees are described below. Each of the standing committees operates under a written charter adopted by the Board. All of the committee charters are available on our Governance website at https:// investors.loandepot.com/governance/governance-documents . Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance, and reports regularly to the Board with respect to the committee's activities. Additionally, the Board and 13 each of the committees have the authority to retain, terminate, and receive appropriate funding for outside advisors as the Board and/or each committee deems necessary. Audit Committee Our Audit Committee aids our Board in fulfilling its legal and fiduciary obligations in matters involving oversight of our accounting, auditing, financial reporting, internal control and legal compliance functions, including by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. The members of our Audit Committee are Dawn Lepore, Steven Ozonian (chair), and Pamela Patenaude. The Board has determined that each of the Audit Committee members is independent within the meaning of the NYSE and SEC standards for independence of directors and audit committee members. Additionally, the Board has determined that Mr. Ozonian, the chair of the Audit Committee, is an audit committee financial expert. Compensation Committee Our Compensation Committee determines our general compensation policies. It reviews and determines, or recommends to our Board, the compensation provided to our directors and officers, including bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines, or recommends to our Board, equity-based compensation for our directors, officers, employees and consultants and oversees our 2021 Omnibus Equity Incentive Plan. Our Compensation Committee oversees our corporate compensation programs and has the authority to delegate any of its responsibilities to one or more subcommittees as the Compensation Committee may deem appropriate. The Compensation Committee currently engages Semler Brossy Consulting Group, LLC to assist with its review of executive officer and non-employee director compensation matters, including providing advice with respect to prevailing market practices, the design of executive compensation programs, and related matters. Our CEO and Chief Human Resources Officer provide performance information and make recommendations to the Compensation Committee regarding the form and amount of compensation for our executive officers. Directors other than Compensation Committee members also may attend Compensation Committee meetings, including the portion where executive officer performance and compensation is discussed. The Compensation Committee retains its compensation consultant directly, although in carrying out assignments, the compensation consultant also interacts with Company management to the extent necessary and appropriate. The compensation consultant performs no services for management, however, at the direction of the Compensation Committee, Semler Brossy may assist in the preparation or review of certain of our Company's compensation-related disclosures. The Compensation Committee has assessed the independence of the consultant and has concluded that no conflict of interest exists that would prevent the consultant from serving as an independent consultant to the Compensation Committee. The members of our Compensation Committee are John Lee, Dawn Lepore (chair), and Steven Ozonian. The Board has determined that each of John Lee, Dawn Lepore and Steven Ozonian are independent within the meaning of the NYSE standards of independence for directors and 14 compensation committee members. In addition, each of John Lee, Dawn Lepore and Steven Ozonian qualifies as a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters. The members of our Nominating and Corporate Governance Committee are John Lee, Dawn Lepore, and Pamela Patenaude (chair). The Board has determined that each of John Lee, Dawn Lepore, and Pamela Patenaude is independent within the meaning of applicable NYSE listing standards. Board and Committee Meetings and Attendance Our Board holds regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. During 2025, our Board held 17 meetings. In addition, the Audit Committee held 4 meetings, the Compensation Committee held 7 meetings, and the Nominating and Corporate Governance Committee held 6 meetings. Each of our directors attended at least 75% of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served in 2025. All directors are also encouraged to attend our annual meetings of stockholders, and six of the eight directors then serving on the Board attended our Annual Meeting in 2025. Director Evaluations The Board conducts a self-evaluation annually to determine whether it, its committees and its individual members are functioning effectively. Each committee of the Board also conducts a self-evaluation annually and reports the results to the Board. Director Selection and Evaluation The Board has overall responsibility for the selection of candidates for nomination or appointment to the Board. The Nominating and Corporate Governance Committee will recommend director candidates to the Board for nomination or appointment in light of the Board's composition at the time and the skills and expertise needed for effective operation of the Board and its committees. The Board's policy is to encourage selection of directors who will contribute to the Company's overall corporate goals. The Board and the Nominating and Corporate Governance Committee shall take into account all factors each considers appropriate when selecting director candidates, including some or all of the criteria described below. Although the Board uses the criteria described below to evaluate potential nominees, it has no stated minimum criteria for nominees. Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, the Nominating and Corporate Governance Committee and Board seek nominees who: are persons of good reputation and character who conduct themselves in accordance with high personal and professional ethical standards; 15 are not, by reason of any other position, activity or relationship, subject to any conflict of interest that would impair the director's ability to fulfill the responsibilities of a member of the Board; are, if applicable, considered independent under the standards of NYSE, and the heightened independence standards for audit committees and compensation committees under the applicable laws; have a professional life active enough to keep them in contact with the markets and/or the industry in which the Company is active; have the educational background, experience, qualifications and skills relevant for effective management and oversight of the Company's management; and have the time and willingness to carry out their duties and responsibilities effectively, including time to study informational and background materials and to prepare for meetings. The Nominating and Corporate Governance Committee and the Board believe that diversity of background, skills, tenure, and perspectives brings a diversity of viewpoints to the Board that is important to the effectiveness of the Board's oversight of the Company. Consequently, they consider a director nominee's ability to contribute to this diversity when selecting or recommending director nominees. The Nominating and Corporate Governance Committee assesses its effectiveness in this regard when reviewing and making recommendations to the Board regarding the composition and size of the Board. We balance the importance of historical knowledge of the Company with our regard for fresh perspectives by considering director tenure on a case-by-case basis, rather than imposing mandatory term or age limits. A director's service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Specifically, our Corporate Governance Guidelines provide that a director who is not currently an executive officer of another company, cannot serve on more than four public company boards, including loanDepot. Further, if the director is an executive at a public company, the number of public company directorships they may hold is limited to two. In addition, our Audit Committee members may not serve simultaneously on the audit committee of more than three public companies, including our Audit Committee. Stockholder Recommendations The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board. In evaluating such recommendations, the Nominating and Corporate Governance Committee will consider the Board's composition at the time and the skills and expertise needed for effective operation of the Board and its committees. Any stockholder recommendations submitted for consideration by the Nominating and Corporate Governance Committee should include verification of the stockholder status of the person submitting the recommendation, the recommended candidate's name and qualifications for Board membership, any other information required under our Bylaws for stockholder nominations for directors at an annual meeting, and should be addressed to: Corporate Secretary, loanDepot, 6561 Irvine Center Drive, Irvine, California, 92618. The Nominating and Corporate Governance Committee considers candidates recommended by our stockholders in the same manner as a nominee recommended by our Board members or management. 16 Stockholder Nominations In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual stockholder meeting. For a description of the process for nominating directors in accordance with our Bylaws, see "Frequently Asked Questions-Stockholder Proposals, Director Nominations, and Related Bylaw Provisions-How may I nominate individuals to serve as directors and what are the deadlines for director nominations?" on page 54. Communications with the Board Stockholders and other interested parties may communicate with the Board, including the Executive Chairman of the Board, the independent directors as a group, the non-employee directors as a group, or any individual director, by contacting: Corporate Secretary, 6561 Irvine Center Drive, Irvine, California, 92618. The Corporate Secretary reviews all correspondence, organizes the communications for review by the Board, and provides communications to the full Board, specifically intended groups, or to individual directors, as appropriate. Our independent directors have requested that certain items that are unrelated to the Board's duties, such as spam, junk mail, mass mailings, solicitations, resumes, and job inquiries, not be provided. Governance Documents We maintain a code of business conduct and ethics for directors, officers, and employees, known as our Code of Ethics. We also have adopted Corporate Governance Guidelines, which, in conjunction with our Certificate of Incorporation, Bylaws, and respective charters of the Board committees, form the framework for our governance. All of these documents, as well as our Insider Trading Policy, are available at https://investors.loandepot.com/governance/governance-documents for review, downloading, and printing. On our governance website, we will post any amendments to the Code of Ethics or waivers of the Code of Ethics for directors and executive officers that are required to be disclosed in accordance with applicable NYSE and SEC requirements. Stockholders may request free printed copies of our Certificate of Incorporation, Bylaws, Code of Ethics, Corporate Governance Guidelines, Insider Trading Policy, and charters of the committees of the Board by contacting: loanDepot, Inc., Attention: Investor Relations, 6561 Irvine Center Drive, Irvine, California, 92618. 17 Director Compensation The Board has adopted a compensation program for our non-employee directors, or the "Non-Employee Director Compensation Policy," which was most recently updated in 2022 upon recommendation by the Compensation Committee. Pursuant to the Non-Employee Director Compensation Policy, each non-employee member of our Board receives the following cash compensation for Board services, as applicable: $250,000 per year for service as a Board member, 50% of which is paid in cash and 50% of which consists of restricted stock units (with a fair market value of $125,000 on the grant date) that vest in quarterly installments, subject to such director's continued service on the Board through each vesting date; $25,000 per year for service as Chair of the Audit Committee; $20,000 per year of service as Chair of the Compensation Committee; $15,000 per year of service as Chair of the Nominating and Corporate Governance Committee; and $75,000 per year for service as Lead Independent Director. Each director is expected to sit on up to two committees for no additional consideration. Any director who sits on more than two committees (other than any special committee) will be provided with an additional $25,000 in annual cash compensation. Pursuant to the Non-Employee Director Compensation Policy, on June 5, 2025, each of Andrew Dodson, Brian Golson, John Lee, Dawn Lepore, Steven Ozonian and Pamela Patenaude, received 98,425 RSUs under the 2021 Omnibus Incentive Plan that vested or vest in equal installments on each of August 29, 2025, November 28, 2025, February 27, 2026, and May 29, 2026. 18 Director Compensation The following table sets forth certain information with respect to non-employee director compensation for the fiscal year ended December 31, 2025, with respect to our directors. The non-employee director compensation received by Mr. Hsieh prior to employment as an executive officer of the Company on March 6, 2025, is reported in the Executive Compensation section below. Fees Earned or Paid in Cash Stock Awards All Other Total Name ($) ($) (1) Compensation ($) Andrew Dodson (2) 125,000 125,000 - 250,000 Brian Golson (2) 125,000 125,000 - 250,000 John Lee 125,000 125,000 - 250,000 Dawn Lepore 170,000 125,000 - 295,000 Steven Ozonian 150,000 125,000 - 275,000 Pamela Patenaude 140,000 125,000 - 265,000 Represents the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), of time-based restricted stock units ("RSUs") granted to the directors during the fiscal year ended December 31, 2025, calculated based on the closing price of the Class A common stock on June 5, 2025, the date of grant, of $1.27. These amounts do not reflect the actual economic value that may be realized by the non-employee director. Pursuant to multiple Assignment and Acknowledgement Agreements, Messrs. Dodson's and Golson's stock awards are assigned to PCP Managers GP, LLC for the benefit of PCP Managers, L.P., and Messrs. Dodson and Golson disclaim all right, title and interest in the stock awards. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., an affiliate of Parthenon Capital Partners. 19 Our Executive Officers Along with Anthony Hsieh, our Executive Chairman, Chief Executive Officer and President (for a detailed biography please see "Class III Directors - Term Ends 2027" beginning on page 8), our executive officer team has significant experience in the residential mortgage loan production and servicing industry, and the investment management industry. Our executive officers are appointed by and serve at the discretion of the Board of Directors. Jeff DerGurahian Chief Investment Officer and Head Economist Jeff DerGurahian, age 50, has been Chief Investment Officer and Head Economist of loanDepot and of our affiliate, loanDepot.com, LLC, since 2025. He previously served as our Chief Capital Markets Officer and Head Economist from 2022 to 2025, Executive Vice President, Capital Markets from 2021 to 2022 and in similar executive officer positions with loanDepot.com since joining us in 2012. He oversees our secondary marketing, post-closing operations, and capital markets efforts including investor relations, loan trading, hedging, pricing strategies, and product development. Earlier in his career, Mr. DerGurahian was Executive Vice President of Capital Markets for Prospect Mortgage, LLC (formerly MetroCities Mortgage), and a hedge manager for Tuttle Risk Management Services. Mr. DerGurahian holds a Bachelor's degree in Finance from the University of Virginia. Darren Graeler Chief Accounting Officer Darren Graeler, age 58, has been our Chief Accounting Officer since 2023, and he served as Senior Vice President, Corporate Accounting from 2018 to 2023. He is responsible for managing the Company's financial and accounting operations, SEC financial reporting and tax. Mr. Graeler was a founding partner of Financial Services Advisory Partners, LLC from 2007 to 2018. He started his career in the assurance practice at KPMG, LLP where he specialized in audits of public and nonpublic banks, mortgage lenders and finance companies. Mr. Graeler earned a Bachelor of Science degree in Accounting from California State University, Long Beach and is a licensed Certified Public Accountant (inactive) in the State of California. 20 Joseph Grassi Chief Risk Officer Joseph Grassi, age 63, has served as our Chief Risk Officer since 2022. He oversees our enterprise risk management and compliance programs. He was General Counsel and Chief Risk Officer for Celebrity Home Loans, a mortgage lender, from 2021 to 2022, Chief Risk Officer for Guaranteed Rate, a mortgage lender, during 2020, and Principal Deputy General Counsel for the U.S. Department of Housing and Urban Development, an executive department of the federal government, from 2018 to 2020. He also served as EVP, General Counsel for Prospect Mortgage and helped lead the company through its acquisition by HomeBridge Financial in 2017. Prior to that, Mr. Grassi held positions of increasing responsibility at Fannie Mae for over 20 years, including as SVP and Deputy General Counsel and ultimately Interim General Counsel. Mr. Grassi is an experienced senior leader with deep real estate, financial services and mortgage industry experience. He earned a Juris Doctor from Villanova University School of Law and Bachelor of Science in business administration from Villanova University. David Hayes, age 51, has served as our Chief Financial Officer since 2023. He is responsible for managing loanDepot's financial functions, including its accounting, treasury, tax, corporate finance and investor and lender relations activities, as well as vendor management and corporate real estate. Mr. Hayes formerly served in senior finance roles for 13 years at CoreLogic, Inc., an information services company, including as the Executive, Finance and Treasurer between 2018 and 2023. He managed budgeting and forecasting, strategic planning, mergers and acquisitions, David Hayes pricing and capital expenditures. He also managed global enterprise Chief Financial Officer liquidity, cash flow forecasting, investments, debt and capital markets, hedging, banking relationships and corporate insurance. He received his Bachelor of Science degree in Finance from Santa Clara University and his Masters in Business Administration degree in Corporate Finance from the USC Marshall School of Business. 21 Dominick Marchetti, age 52, has served as our Chief Digital Officer since August 2025. He leads loanDepot's overall digital transformation and strategy, with ultimate responsibility for leveraging technology to drive improved operational outcomes and competitive advantage. In 2023, Mr. Marchetti launched his own mortgage technology strategy and consulting firm, Mezzo, where he worked closely with many of the industry's top lenders, building new products by leveraging industry expertise and developing a deep understanding of the competitive landscape from 2023 to 2025, and he continues to serve as an advisor. Dominick Marchetti He was a technology executive with Guaranteed Rate from 2019 to Chief Digital Officer 2023 and loanDepot's Chief Technology Officer from 2015 to 2019. Gregory Smallwood, age 59, has served as our Chief Legal Officer and Corporate Secretary since 2022. He oversees all aspects of loanDepot's legal strategy and operations as well as various enterprise, shareholder and corporate governance matters. Mr. Smallwood was Executive Vice President and General Counsel of Caliber Home Loans, a mortgage lender, from October 2016 to January 2022. He has represented major financial services institutions in matters relating to compliance with state Gregory Smallwood and federal law, corporate transactions, regulatory enforcement, and Chief Legal Officer class action litigation for the majority of his legal career. Mr. Smallwood and Secretary earned a Juris Doctorate from Seton Hall University School of Law and Bachelor of Arts from the University of Maryland. 22 Executive Compensation This section discusses the compensation awarded to, earned by or paid to our principal executive officers during the 2025 fiscal year and our two next most highly compensated executive officers for such fiscal year. These individuals, listed below, are referred to as the "named executive officers." 2025 represented another challenging year for loanDepot with ongoing inventory, interest rate and other challenges for the residential real estate market. To address these challenges, loanDepot made significant changes to its executive leadership team-Anthony Hsieh, our founder, returned as Chief Executive Officer and President and Dominick Marchetti returned as our Chief Digital Officer. Name Title Anthony Hsieh Executive Chairman, Chief Executive Officer and President (1) David Hayes Chief Financial Officer Dominick Marchetti Chief Digital Officer (2) Frank Martell Former Chief Executive Officer and President (through June 4, 2025) Mr. Hsieh was appointed Executive Chairman, Chief Executive Officer and President in July 2025, after being appointed to that role on an interim basis on June 4, 2025. He briefly served as Executive Chairman, Mortgage Operations from March 6, 2025 until becoming CEO. Mr. Hsieh also served as a non-employee director and our Chairman through March 5, 2025. His compensation for services as a non-employee director is described in the "Director Compensation" section above but included in this Executive Compensation section. Mr. Marchetti was hired as our Chief Digital Officer on August 5, 2025. He also served as a strategic technology consultant for us from May 2025 until his employment, and his compensation for services as a consultant is included in this Executive Compensation Section. We follow the compensation disclosure requirements applicable to smaller reporting companies for the executive compensation disclosure included in this proxy statement. Summary Compensation Table The following table sets forth certain information with respect to compensation of our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024. Name and Principal Position Year Salary Bonus (1) Anthony Hsieh Stock Awards (2) All Other Compensation (3) Total Executive Chairman, Chief Executive Officer and President 2025 $ 1 $ - $ 905,000 $ 1,177,492 (4) $ 2,082,493 2025 $ 500,000 $ 550,000 $ 1,650,000 $ 10,500 $ 2,710,500 David Hayes 2024 $ 500,000 $ 550,000 $ 2,077,996 $ 10,350 $ 3,138,346 Dominick Marchetti Chief Digital Officer 2025 $ 218,942 $ 1,150,000 $ 9,025,000 $ 171,508 (5) $ 10,565,450 Frank Martell 2025 $ 363,077 $ 458,630 $ 75,000 $ 1,621,566 (6) $ 2,518,273 President 2024 $ 800,000 $ 1,170,000 $ 4,400,000 $ 10,350 $ 6,380,350 Chief Financial Officer Former Chief Executive Officer and The amounts reported in this column for 2025 reflect contractual obligations and discretionary annual bonuses for 2025, as described below under "Narrative Disclosure to Summary Compensation Table-2025 Annual Bonuses." Represents the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), of RSUs and performance stock units ("PSUs") granted to the named executive officers. For 2025, the grant date fair value of RSUs and performance PSUs is calculated based on the closing price of Class A common stock on the March 14, 2025, June 5, 2025, and September 15, 2025 grant dates, which were $1.37, $1.27, and $4.27, 23 respectively. For Mr. Hayes' PSUs granted in 2025, the value shown reflects a target award value of $825,000, where the maximum potential PSU value is $1,650,000. The grant date fair value of the market PSUs for Messrs. Hsieh and Marchetti granted in 2025 are based on a Monte Carlo model which resulted in a grant date fair value of $0.52 per share for Mr. Hsieh's PSUs granted on March 14, 2025, and $4.20 per share for Mr. Marchetti's PSUs granted on September 15, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officers. Mr. Marchetti's agreement was negotiated with a fixed share count of PSUs to be awarded. The grant value shown reflects an award value above intended grant values due to a significant and temporary increase in the share price between the time when the grants were negotiated and subsequently approved and granted. Please see Note 17 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for more information. See "Narrative Disclosure to Summary Compensation Table-Equity Awards" for more information regarding the RSUs and PSUs granted. Includes 401(k) Plan matching contributions. Includes (i) $125,000 of cash retainers earned for Mr. Hsieh's service as a Board member during 2025, (ii) $59,900 of expenses paid in connection with Mr. Hsieh's legal expenses paid by the Company for matters involving the Company, including expenses related to Schedule 13D reports, among other legal matters, (iii) $3,592 of premiums paid or reimbursed by the Company through March 5, 2025, for Mr. Hsieh and his covered dependents to participate in the Company's medical plans pursuant to the terms of the Settlement Agreement and Release, dated April 4, 2023, between Mr. Hsieh and the Company, and (iv) $989,000 of tax benefits related to certain exchange transactions described in more detailed within the "Related Party Transactions-Tax Receivable Agreement" section beginning on page 39. Also includes $166,200 of consulting fees for his pre-employment services as a strategic technology consultant for the Company during 2025. Also includes (i) $11,066 of consulting fees for his post-employment service as a Board Advisor during 2025, and (ii) $1,600,000 of severance. For more information, see "Narrative Disclosure to Summary Compensation Table-Agreements with Named Executive Officers-Martell Transition Agreement" below. Narrative Disclosure to Summary Compensation Table Compensation Philosophy The compensation outlined in the Summary Compensation Table is defined through the application of our pay philosophy. We conduct market benchmarking on a regular basis and also evaluate business context when making pay decisions. Key elements of our compensation philosophy include: We provide competitive compensation that allows us to attract and retain strong talent across the range of our workforce. Salaries, target cash compensation, and total rewards are generally positioned at the median of market, with variations driven by key expertise, performance, in-demand skill sets, location, and other related factors. We closely align pay and performance. More senior team members have a greater proportion of total pay weighted in incentive compensation that is aligned with stockholder outcomes. Individuals can receive differentiated pay outcomes driven by the strength of their contributions. We provide fair and equitable compensation, while also recognizing unique skills, market talent demand impacts, and individual performance in making pay decisions. Strong performance can deliver above-market reward outcomes. CEO Transition Effective March 6, 2025, Mr. Hsieh was appointed as Executive Chairman, Mortgage Operations of the Company. In accordance with the terms of a letter agreement between Mr. Hsieh and the Company dated March 6, 2025 (the "Hsieh Letter Agreement"), Mr. Hsieh received an annual base 24 salary of $1, a monthly expense reimbursement allowance of up to $75,000 (with any unused portions of the monthly allowance being carried over to subsequent months, but forfeited as of the end of the calendar year), and an initial grant of 1.5 million PSUs, which are described in more detail under "-Equity Awards" below. In addition, he remained eligible to receive the standard director compensation described in the "Director Compensation" section above during 2025. The Hsieh Letter Agreement also provided that if Mr. Hsieh was still Chief Executive Officer as of March 1, 2026, he would receive an additional equity grant of 1.5 million PSUs on the same terms as the initial grant. In connection with Mr. Martell's transition, Mr. Hsieh was appointed as interim Chief Executive Officer effective June 4, 2025, and subsequently was appointed permanent Chief Executive Officer and President effective July 27, 2025. No changes were made to Mr. Hsieh's compensation in connection with such appointments in 2025. Annual Salaries Base salaries in 2025 for our named executive officers are reflected in the Summary Compensation Table above. Mr. Hsieh received an annual base salary of $1 in accordance with the Hsieh Letter Agreement, as described above. The Compensation Committee approved an annualized base salary of $575,000 for Mr. Marchetti, which was pro-rated for time served in role during 2025. Mr. Hayes' 2025 annual base salary of $500,000 was unchanged from 2024. 2025 Annual Bonuses Each named executive officer, other than Mr. Hsieh, had a 2025 target annual bonus set forth under their respective employment agreements, as described below. Mr. Hsieh was not eligible to receive an annual bonus during 2025. With the ongoing market challenges in the residential real estate market adversely impacting the Company's financial performance, setting specific financial performance annual bonus objectives for the year was deemed to not be feasible and potential annual bonus payouts were generally limited by the Company's budget. Within those budget parameters, the Compensation Committee evaluated Company performance across key areas, including the following 2025 business performance highlights: Reshaped the leadership team with key senior-level promotions and strategic hires, including the return of Mr. Hsieh as CEO, to drive innovation and towards profitable market share growth. Increased revenue by 12% year-over-year to $1.19 billion. Grew pull-through weighted gain on sale margin by 19 basis points from the prior year to 336 basis points. Managed expenses through a disciplined focus on operating efficiencies. Decreased net loss by 47% compared to the prior year. The Compensation Committee assessed performance, including these highlights, among others, and the Compensation Committee determined to fund the 2025 annual incentive plan at 60% of target. 25 Actual final bonuses paid were also subject to adjustments based on an evaluation of individual performance and contribution across these four focus areas: Growth Organization Operational Excellence Financial / Governance The Compensation Committee's assessment of Mr. Hayes's leadership and key accomplishments resulted in an upward adjustment of his award, with his final bonus representing 79% of target rather than the funded 60% level. Mr. Marchetti's 2025 bonus payment was guaranteed in his employment agreement at the full annual target in consideration of foregone earning opportunities from his prior employment and engagements. Name 2025 Target Bonus 2025 Annual Bonus 2025 Bonus as Percent of Target Anthony Hsieh $ - $ - -% David Hayes $ 700,000 $ 550,000 79% Dominick Marchetti $ 1,150,000 $ 1,150,000 100% Frank Martell (1) $ 764,383 $ 458,630 60% (1) Mr. Martell's target bonus of $1,800,000 was prorated per the terms of his Transition Agreement (as defined below) based on a separation date of June 4, 2025. The Transition Agreement provided that his 2025 annual bonus be paid at 60% of that prorated target amount. Equity Awards loanDepot's equity strategy is designed to attract and retain outstanding leaders, manage stockholder dilution and stock-based compensation expenses where possible, and focus the Company's management team on key performance objectives that create long-term stockholder value. All equity awards are granted either under a stockholder-approved plan or as inducement grants pursuant to NYSE Listing Company Manual Rule 303A.08. Stock options are granted at an exercise price at or above the closing market price of loanDepot's Class A common stock on the date of grant. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates. During fiscal year 2025, we did not grant any stock options (or similar awards), to any named executive officer. 2025 Equity Awards Mr. Hayes participated in the Company's standard executive officer grant program for 2025 and as a named executive officer received 50% RSUs and 50% PSUs. Under the 2025 annual grant program, 50% of the target PSUs are earned for each quarter of positive adjusted net income achieved during the six-quarter performance period commencing with the first quarter of 2025 and ending at the end of the second quarter of 2026, up to a maximum of 200% of target. PSUs earned above target (i.e., for more than two quarters of positive adjusted net income during the performance period) are subject to a customer satisfaction modifier that may only result in downward modification to the amount of earned PSUs. Earned PSUs from the 2025 annual equity grant program vest ratably in three equal installments, with the first earned at the time of performance achievement and then on the first and second anniversaries of achievement. As of December 31, 2025, none of the PSUs had been earned. 26

View stock analysis, news, and events for Loandepot, Inc.