loanDepot late Monday announced its corporate annual meeting, stating that 2022 “was a year of dramatic volatility and extreme challenge for the mortgage and broader housing markets.”
The opening statement, written by CEO Frank Martell, doesn’t mention the drama that ensued in 2023 in the form of a proxy fight with Anthony Hsieh, loanDepot’s founder and chairman.
The “Notice of 2023 Annual Meeting of Stockholders and Proxy Statement” was filed with the Securities and Exchange Commission. It sets the meeting for Wednesday, June 7, at 9 a.m. PT, or noon ET. The virtual meeting will be held online at www.virtualshareholdermeeting.com/LDI2023.
Watch The Interest
The proxy statement lists five “items of business,” leading with “to elect the three (3) Class II director nominees named in this proxy statement.”
The nominees are the result of a settlement reached earlier this month between the Irvine, Calif.-based lender and its founder, who holds approximately 57% of the combined voting power of loanDepot shares.
Hsieh was ousted as executive chairman in February after sending a letter to stockholders announcing his nomination of Williston Financial Group (WFG) CEO Steve Ozonian to the loanDepot board. In the letter, he told stockholders he intended to vote all of his shares in favor of adding Ozonian to the board during the company’s 2023 annual meeting.
Board Objects
Board members objected to the nomination, in part because the board consisted of just eight directors, only two of whom have terms that expire at the annual meeting this year — Andrew Dodson of Parthenon Capital LLC, and Pamela Hughes Patenaude, principal of Granite Housing Strategies LLC.
Hsieh had previously committed to voting for the Parthenon Capital representative, and at the time said he would honor that commitment by voting for Dodson, but said he would vote for Ozonian over Patenaude.
Under the agreement, loanDepot temporarily expanded the board to nine directors and allowed Ozonian to join immediately.
The agreement also included nominating Ozonian, Dodson, and Patenaude for election to three-year terms as Class II directors at the 2023 annual meeting, which is reflected in the proxy statement for the meeting.
The proxy includes a statement from the board saying it “unanimously recommends that you vote FOR each of the director nominees.”
Other Business
In addition to electing the three Class II directors, the proxy lists three other items of business:
- To ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending Dec. 31;
- To approve, on a non-binding, advisory basis, the compensation of the company’s executive officers; and
- To approve the Second Amendment to the company’s 2021 Omnibus Incentive Plan to increase the number of shares of LDI Class A Common Stock “authorized for issuance by 15,000,000 LDI Class A Shares.’
According to the proxy statement, the purpose of the fourth item “is to enhance the profitability and value of the company for the benefit of its stockholders by enabling the company to offer eligible individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the company’s stockholders.”
Annual Report
In addition to releasing its proxy statement for the annual meeting, loanDepot also filed with the SEC its annual report for the fiscal year ended Dec. 31, 2022. The company lost $610.4 million in 2022.
As Martell does in his opening statement for the proxy, the annual report discusses the company’s Vision 2025 plan, “designed to address current and anticipated mortgage market conditions and position us for sustainable long-term value creation.”
It notes that Vision 2025 includes four components:
- Increasing focus on purchase transactions while serving “increasingly diverse communities” nationwide;
- Executing previously announced “growth-generating initiatives”;
- Centralizing management of loan originations and loan fulfillment “to enhance quality and effectiveness,” and
- Aggressively “rightsiz[ing] cost structure.”
The company’s efforts to streamline had established a goal of reducing non-volume expenses by $375 million to $400 million annually, “to be achieved primarily through headcount reduction, attrition, business process optimization, reduced marketing and third-party spending, and real estate consolidation.” The company said that, by Dec. 31 last year, it had reduced its costs by an annualized $519 million.
In addition, as of Dec. 31, loanDepot said it had reduced staffing levels by 54%, from 11,307 employees as of the end of 2021 to 5,194 by the end of last year. The company also reported incurring about $31.6 million in real estate exit costs and $18.1 million in severance payments.
Tuesday morning, loanDepot announced it would release its earnings results for the first quarter of 2023 on May 9 at 5 p.m.
