DEF 14A of UWM Holdings Corp
Filed Apr 25, 2024 · FY20230001193125-24-111505
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
Class III Directors
Class III Directors
Terms Expire at the 2024 Annual Meeting
| JUSTIN ISHBIA Director Age: 46 Director Since: 2021 Committees: None | Mr. Ishbia currently serves as a Class III member of our Board. Mr. Ishbia is a founding partner of Shore Capital Partners, a private equity firm, and has been its Managing Partner since 2009. As Managing Partner, Mr. Ishbia is responsible for investment sourcing and valuation, transaction structuring, the securing of financing, fundraising and all administrative activities. Prior to founding Shore Capital Partners, Mr. Ishbia served as an investment professional at Valor Equity Partners, a private equity firm, from 2007 to 2009. From 2004 to 2007, Mr. Ishbia was an attorney in the private equity group of Kirkland and Ellis. Mr. Ishbia also serves on the Boards of Directors of various private companies. Mr. Ishbia was on UWM’s advisory board from 2011 until we became public. Mr. Ishbia holds a J.D. from Vanderbilt University Law School and a B.A. in accounting from Michigan State University. Justin Ishbia and Mat Ishbia are Jeffrey A. Ishbia’s sons. | QUALIFICATIONS • Mr. Justin Ishbia brings to the Board long-term experience with UWM and substantial finance knowledge and expertise as well as corporate governance experience serving on several Boards of other well-regarded private portfolio companies. |
Terms Expire at the 2024 Annual Meeting
| ROBERT VERDUN Independent Age: 58 Director Since: 2021 Committees: Audit (Chair), Compensation | Mr. Verdun currently serves as a Class III member of our Board. Since October 2016, Mr. Verdun has served as Chief Executive Officer of Third Wave LLC, a consulting company that provides consulting services to businesses and entrepreneurs. Prior to that, Mr. Verdun founded and served as President and Chief Executive Officer of Computerized Facility Integration LLC (“CFI”), a management consulting and technology company, from 1990 until 2015 when CFI was sold to Cantor Fitzgerald’s Newmark Knight Frank (“Newmark”) business, after which Mr. Verdun served as President of Newmark’s Corporate Services division until 2016. Mr. Verdun was named Ernst & Young Entrepreneur of the Year in 2014. Mr. Verdun also served as a member of the Board of Directors of Slang Worldwide Inc., a Canadian public company focusing on consumer packaged cannabis goods from July 2020 until November 2021. | QUALIFICATIONS • Mr. Verdun brings to the Board substantial accounting and finance knowledge and expertise as well as experience serving on other public corporations and experience advising growth-oriented companies. |
Terms Expire at the 2024 Annual Meeting
| MELINDA WILNER EVP, Chief Operating Officer and Director Age: 48 Director Since: 2021 Committees: None | Ms. Wilner currently serves as the Executive Vice President and Chief Operating Officer of UWM Holdings Corporation and as a Class III member of our Board. Ms. Wilner has served as Executive Vice President and Chief Operating Officer of UWM since August 2015. From October 2011 until August 2015, Ms. Wilner served in multiple roles at UWM, including Head of Underwriting and Underwriting Manager. Prior to joining UWM, Ms. Wilner served as a Mortgage Branch Manager and Underwriter for Bank of Ann Arbor’s Wholesale Division from February 2009 to October 2011. Ms. Wilner holds a B.A. in economics from Vanderbilt University. | QUALIFICATIONS • Ms. Wilner brings to the Board her significant operational knowledge and experience at UWM and competitive knowledge of the wholesale mortgage industry. |
DIRECTORS CONTINUING IN OFFICE
DIRECTORS CONTINUING IN OFFICE
Class I Directors
Class I Directors
Terms To Expire at the 2025 Annual Meeting
| KELLY CZUBAK Independent Age: 43 Director Since: 2021 Committees: Audit, Compensation (Chair) | Ms. Czubak currently serves as a Class I member of our Board. Ms. Czubak has been Assistant Vice President of First National Bank of America since April 2011, focusing on whole loan acquisitions. Ms. Czubak joined First National Bank of America in June 2005 as a residential loan officer. Prior to that, Ms. Czubak spent three years as an annuity specialist for Jackson National Life Insurance Company. Ms. Czubak has a B.A. in human services from Michigan State University. | QUALIFICATIONS • Ms. Czubak brings to the Board significant experience in the mortgage industry, both in originations and the resale markets. |
Terms To Expire at the 2025 Annual Meeting
| ALEX ELEZAJ EVP, Chief Strategy Officer and Director Age: 47 Director Since: 2021 Committees: None | Mr. Elezaj currently serves as the Executive Vice President, Chief Strategy Officer of UWM Holdings Corporation and as a Class I member of our Board. Mr. Elezaj has served as Executive Vice President and Chief Strategy Officer of UWM since April 2018. Prior to joining UWM, Mr. Elezaj served as Chief Executive Officer of Class Appraisal, Inc., an appraisal management company, from April 2015 to April 2018. From December 2010 to March 2015, Mr. Elezaj served as Chief Operating Officer of Whitlam Group, a labeling and packaging solutions company, and as Vice President of Sales and Marketing from June 2008 to December 2010. Prior to joining Whitlam Group, Mr. Elezaj served as Group Manager at Takata Corporation, an automotive parts company. Mr. Elezaj holds an MBA from Michigan State University and a BBA from Walsh College, and has been a member of the Young Presidents Organization (YPO) since 2013. | QUALIFICATIONS • Mr. Elezaj brings to the Board significant experience in the residential mortgage industry and related industries as well as his prior senior executive experience during which he was responsible for developing and implementing growth strategies and marketing initiatives. |
Terms To Expire at the 2025 Annual Meeting
| MAT ISHBIA Chairman and Chief Executive Officer Age: 44 Director Since: 2021 Committees: Compensation | Mr. Ishbia currently serves as the Chairman and Chief Executive Officer of UWM Holdings Corporation and as a Class I member and Chairman of our Board. Mat Ishbia has served as UWM’s Chief Executive Officer since June 2013. Mr. Ishbia joined UWM on a full-time basis in 2003 as an Account Executive and since then has held several positions of increasing responsibility leading up to his current role, including National Sales Manager and Executive Vice President, Wholesale. Under Mr. Ishbia’s leadership, UWM has become the #1 overall lender in America. Mr. Ishbia is a prominent advocate for mortgage brokers nationwide and regularly promotes the wholesale channel on national platforms such as CNBC and Fox Business. He has been named one of the “Most Influential Mortgage Professionals Under 40” and one of the “25 Most Connected Mortgage Professionals” by National Mortgage Professional magazine. Additional accolades include being named a “Rising Star” and Vanguard Award winner by HousingWire. In 2019, Mr. Ishbia authored the book “Running the Corporate Offense”, applying lessons he learned playing basketball for Michigan State University coach Tom Izzo to running a highly successful business. Mat Ishbia earned his bachelor’s degree from Michigan State University. In addition to his role with UWM, in February 2023, Mr. Ishbia became the Controlling Owner and Governor of the Phoenix Suns of the National Basketball Association and the Phoenix Mercury of the Women’s National Basketball Association. Mat Ishbia and Justin Ishbia are Jeffrey A. Ishbia’s sons. | QUALIFICATIONS • Mr. Mat Ishbia brings to the Board his prior and current senior executive and financial management experience at UWM, arising from his role as CEO, his operational knowledge and experience at UWM and his business and competitive knowledge of the wholesale mortgage industry. |
Class II Directors
Class II Directors
Terms To Expire at the 2026 Annual Meeting
| JEFFREY A. ISHBIA Director Age: 75 Director Since: 2021 Committees: None | Mr. Ishbia currently serves as a Class II member of our Board and is employed by UWM as Advisor to the CEO. Mr. Ishbia is the founder of UWM and served as its Executive Chairman since its inception in July 1986 until we became public. Since September 1990, Mr. Ishbia has served as Managing Partner of the law firm Ishbia & Gagleard, P.C., a boutique law firm specializing in transactional, real estate and corporate law. Mr. Ishbia was also the principal and manager of various operating businesses, including enterprises in hospitality, home security, title, insurance, auto parts manufacturing and the financial sector. Mr. Ishbia is also involved in a number of retail and office space real estate investments. Mr. Ishbia is a graduate of Wayne State University Law School. Mat Ishbia and Justin Ishbia are Jeffrey A. Ishbia’s sons. | QUALIFICATIONS • Mr. Jeff Ishbia brings to the Board long-term institutional knowledge of UWM’s operations and experience as a senior executive of diversified businesses. |
Terms To Expire at the 2026 Annual Meeting
| LAURA LAWSON EVP, Chief People Officer and Director Age: 47 Director Since: 2021 Committees: None | Ms. Lawson currently serves as the Executive Vice President, Chief People Officer of UWM Holdings Corporation and as a Class II member of our Board. Ms. Lawson has served as Executive Vice President and Chief People Officer of UWM since August 2014. From July 2011 until August 2014, Ms. Lawson served in various roles in the Marketing Department at UWM. Prior to joining UWM, Ms. Lawson served as Staff Supervisor at Taubman Company, a real estate company, from May 2009 to July 2010. Ms. Lawson holds a B.A. in advertising from Michigan State University. | QUALIFICATIONS • Ms. Lawson brings to the Board operational knowledge and long- term experience at UWM, arising from her twelve years at UWM in positions of increasing responsibility, and her understanding of the wholesale mortgage industry |
Terms To Expire at the 2026 Annual Meeting
| ISIAH THOMAS Age: 62 Director Since: 2021 Committees: None | Mr. Thomas currently serves as a Class II member of our Board. Mr. Thomas has been the Chairman and Chief Executive Officer of Isiah International, LLC, a holding company with interests in a diversified portfolio of businesses, since 2011. In addition, Mr. Thomas has served as Chief Executive Officer and Executive Chairman of One World Products Inc., a public company supplier of hemp-derived ingredients, since June 2020. Mr. Thomas also has been a Commentator and Analyst for NBA TV since 2014 and Turner Sports since 2012. Since July 2023, Mr. Thomas has also served as a consultant to an entity that is affiliated with SFS Corp. He previously served as the President & Alternate Governor of the New York Liberty of the Women’s National Basketball Association from 2015 to February 2019, the Head Basketball Coach at Florida International University from 2009 to 2012, General Manager, President of Basketball Operations and Head Coach of the New York Knicks of the NBA from 2006 to 2008, Head Coach of the Indiana Pacers of the NBA from 2000 to 2003, Owner of the Continental Basketball Association from 1998 to 2000, Minority Owner & Executive Vice President of the Toronto Raptors of the NBA from 1994 to 1998 and point guard for the Detroit Pistons of the NBA from 1981 to 1994. Mr. Thomas has served as a director of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.)(NYSE:SPHR), a premier live entertainment and media company, since April 2020. Mr. Thomas also currently serves on the Board of Directors for ForbesBLK, a non-profit organization for black entrepreneurs and professionals, and Strategic Wireless Infrastructure Fund II, a private fund. Mr. Thomas has a B.S. in criminal justice from Indiana University and a Master’s in education from UC Berkeley. | QUALIFICATIONS • Mr. Thomas brings to the Board his experience as a public company director and his experience as a senior executive of diversified businesses. |
Terms To Expire at the 2026 Annual Meeting
| STACEY COOPES Independent Age: 53 Director Since: 2023 Committees: Audit | Ms. Coopes currently serves as a Class II member of our Board. Ms. Coopes currently serves as the Chief Executive Officer of Unite Digital which she founded in January 2016. Before founding Unite Digital, from March 2003 to December 2015, Ms. Coopes served in various management roles within FordDirect, including as the Chief Executive Officer and Vice Chairman of the Board of Directors of FordDirect, from June 2011 to December 2015. Prior to her time with FordDirect, Ms. Coopes held various roles within Deloitte Consulting advising banks, consumer product companies, automotive manufacturers, and telecom providers from September 1992 to September 2003. Ms. Coopes earned her M.B.A., as well as her B.S. from the University of Michigan. | QUALIFICATIONS • Ms. Coopes brings to the Board a deep technology background, with a focus on artificial intelligence and data security, experience optimizing partner-led retail networks, and a track record of leadership roles in growing digital technology startups. |
COMPENSATION COMMITTEE
| • | Reviewing and making recommendations to the Board regarding director compensation; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Management Director
| Name | Fees Earned or Paid in Cash ($) | Annual Equity Award ($)(3) | All other compensation ($) | Total ($) | | Jeffrey A. Ishbia(1) | 1,545,700 | - | 113(4) | 1,545,813 | | Justin Ishbia | 132,000(2) | 9,998 | - | 141,998 | | Kelly Czubak | 132,000(2) | 9,998 | - | 141,998 | | Isiah Thomas | 132,000(2) | 9,998 | - | 141,998 | | Robert Verdun | 132,000(2) | 9,998 | - | 141,998 | | Stacey Coopes | 66,000(2) | 9,995 | - | 75,995 |
Our Financial Metrics are Aligned With Long-Term Growth
Our Financial Metrics are Aligned With Long-Term Growth Our executive compensation plan (other than with respect to equity compensation) was originally developed when we were a private company and reflects our commitment to rewarding executives for making decisions that position UWM for long-term sustainable growth. We believe that the program provides an appropriate balance between operational metrics that all team members can impact and that are aligned with successfully implementing our long-term growth strategy and financial metrics, rewarding executives upon the achievement of annual results. We believe that people achieve what is measured and therefore our Captains Plan rewards the operational metrics that align with our Six Core Pillars. The performance metrics fall into seven broad categories, People, Service, Compliance, Quality, Production, Expenses and Brokers. For each goal, there is a measurable metric which is set at the beginning of the year and applies to all Captains who participate in the Captains Plan Program.
Our Financial Metrics are Aligned With Long-Term Growth
| 2023 Goals | | Why it matters | | People | Engaging and Exciting Workplace | Creating a workplace that team members want to be a part of allows us to retain and develop our team members to grow within UWM, which promotes stability and leads to longer tenured and more experienced team members. | | Service | Timely and Responsive Client Service | Quick, effective and satisfactory customer service is one of our key differentiators and one of the reasons our brokers choose UWM. This, in turn, drives broker loyalty and higher volumes. | | | Broker Best Practices | Training broker clients on how to most efficiently submit loans into our underwriting process | | Compliance | Reduce Defects and Errors | Compliance comes down to doing the right thing and coaching our clients to follow the right process. | | Quality | Focus on Loan Quality | Our service and quality set us apart from our competitors and ensure a positive experience for our clients and their borrowers. | | Production | Targeted Loan Growth | Promoting initiatives that have been identified by our business partners, the GSEs, demonstrates that we are committed to helping meet the goal of increased home ownership in the U.S. This in turn delivers annual financial results and positions us for even greater future growth by increasing the size of the market. | | | Market Share | Increased market share, identified as a 2023 priority, provides us a competitive advantage, delivers financial results in the current high interest environment and positions us for even more success once interest rates decrease | | Expenses | Cost Reductions | By focusing on operational efficiencies and reduced expenditures, it will allow us to efficiently manage pricing, giving us an advantage against our competitors, while meeting our dividend objectives. | | Brokers | Growth of the Broker Channel | As the largest wholesale mortgage lender, we believe that by growing the broker channel and giving brokers the tools to build relationships with real estate agents, we will continue gaining market share together. | | | Deepening Broker Relationships | We believe that the most loyal brokers are those who understand our people and technology advantages. This in turn will lead to increased volume and financial results. |
Our Financial Metrics are Aligned With Long-Term Growth
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Establishing Program Design and Evaluating Performance
Establishing Program Design and Evaluating Performance Annually, our CEO provides the Compensation Committee a performance assessment for each named executive officer, including himself, and a compensation recommendation for each named executive officer. The performance assessment includes an analysis of UWM’s performance against each of its quantitative metrics and an evaluation of the contributions of each NEO to such performance. Based on this evaluation, our CEO provides the Compensation Committee recommendations regarding base salary levels for the upcoming year, target bonus for the Captains Plan for the upcoming year, participation percentage for the LTIP for the upcoming year and any equity awards. In addition, the CEO offers his proposal for the performance metrics, relative weightings and performance levels, including threshold, target and maximum, for our Captains Plan.
EXECUTIVE COMPENSATION COMPONENTS
| | | | Objectives/Structures | Behavioral Focus | | | Fixed Component | Base Salary | • Provides competitive level of fixed compensation that reflects the talent, skills and competencies of the individual | • Rewards core competence relative to level of responsibility, experience and contribution | | | Performance-Based Component | Captains Plan | • At-risk variable compensation tied to annual performance • Rewards operational success • Paid at the end of the year for which performance was earned • Paid in cash and RSUs | • Captains Bonus is open to all Captains (including our CEO) • Assures company- wide alignment on operational goals; rewards for company-wide success | | | | Long-Term Incentive Plan | • At-risk variable cash compensation tied to annual performance • Based on Annual Net Income • Once earned, paid out over four years in equal installments | • The LTIP provides senior executives ability to participate in the Company’s profitability and stay vested in its long-term success • Retention tool | | | | Equity Awards | • Awarded periodically • Generally granted in service-based RSUs that vest over three years | • Aligns executive compensation with creation of shareholder value • Retention tool |
ANNUAL INCENTIVE COMPENSATION – CAPTAINS ANNUAL BONUS PLAN
ANNUAL INCENTIVE COMPENSATION – CAPTAINS ANNUAL BONUS PLAN
Captains Annual Bonus Plan Design
Captains Annual Bonus Plan Design Why the Captains Annual Bonus Plan is Important. Our Captains Annual Bonus Plan is an integral component of our compensation program. Approximately 600 of our team members who have been selected to be Captains of a team, including each of our NEOs, participate in the Captains Annual Bonus Plan. The Compensation Committee believes that the Captains Annual Bonus Plan encourages all Captains, including all our NEOs, to focus on those annual operational performance metrics that will be the basis of long-term growth. Annually our Compensation Committee reviews and revises if necessary, the appropriateness of each of the performance metrics, their correlation to UWMC’s overall growth strategy and the impact of such performance metrics on long-term stockholder value. The goal of the Captains Annual Bonus Plan is to align incentives across the company, encouraging collaboration across teams and emphasizing synergy to achieve corporate goals. At the beginning of 2023, the Compensation Committee decided that a portion of the Captains Annual Bonus Plan should be paid in time-based restricted stock units (“RSUs”) as a way of further aligning the interests of each Captain with those of our shareholders. How the Captains Annual Bonus Plan awards are determined. The Captains Annual Bonus Plan awards in 2023 were determined in four steps:
Captains Annual Bonus Plan Design
| (1) Determination of the annual bonus target for each NEO; |
Captains Annual Bonus Plan Design
| (2) Determination of what portion of the Captains Plan would be payable in RSUs; |
Captains Annual Bonus Plan Design
| (3) Establishment of the company-wide performance metrics; |
Captains Annual Bonus Plan Design
| (4) Approval of the performance levels of each performance metric, from threshold to maximum, for such year and the amount of annual bonus target that will be earned for achievement of such performance level; and |
Captains Annual Bonus Plan Design
| (5) Upon completion of the year, a review of UWMC’s performance against such performance metrics. |
Captains Annual Bonus Plan Design
How performance is measured. All the performance metrics in the Captains Annual Bonus Plan are equally weighted. The performance level set for each operational metric ranges from a threshold level of performance, below which there is no payout to a maximum level of performance, at and above which there is a 150% payout. Threshold performance level is set slightly below the prior year’s actual results, target is set assuming improvement as compared to prior year’s actual results and maximum is set assuming material improvement as compared to prior year’s results. At the end of each year, performance in each metric is measured and an overall achievement percentage is determined, which will determine the payout for each NEO.
2023 Captains Annual Bonus Plan Decisions
2023 Captains Annual Bonus Plan Decisions Bonus Opportunity and Equity Component. For 2023, the Compensation Committee, upon recommendation of the CEO, set the target for the Captains Annual Bonus Plan for each NEO, other than the CEO. The Compensation Committee Subcommittee approved
2023 Captains Annual Bonus Plan Decisions
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2023 Captains Annual Bonus Plan Decisions
the target for the Captains Annual Bonus Plan for our CEO. For 2023, the for each NEO, including the CEO, was increased by approximately 10%, with the exception of Mr. Hubacker whose target bonus was increased to $330,000 as a result of his promotion to Chief Financial Officer. For 2023, the Compensation Committee set the equity component of the Captains Annual Bonus Plan at 10%. Consequently, 10% of each NEOs earned bonus would be paid in RSUs that vest approximately on the first anniversary of the grant date. The Captains Annual Bonus Plan targets of our NEOs, both for the cash component and the equity component, are set forth below and in the “Grants of Plan-Based Awards” table below. Performance Metrics and 2023 Performance. For 2023, the CEO recommended, and the Compensation Committee approved company-wide performance metrics within each of the seven broad categories that are focused on driving long-term growth. In addition, the Compensation Committee approved three additional performance metrics which were bonus goals, which, for 2023, measured leadership, UWM’s NPS score and the growth of the broker channel. The performance metrics are aligned with UWM’s priorities for the year and are aligned with promoting those initiatives that have been identified by the GSEs. The table below sets forth the category of the operational metrics selected for the Captains Annual Bonus Plan and the performance achieved during 2023. Each metric was quantifiable and objective. The Compensation Committee approves the weighting of each performance metric, establishes the threshold, target and maximum performance levels and the payout for each performance level.
2023 Captains Annual Bonus Plan Decisions
| 2023 Performance Metrics | | How UWM Performed | | People | Engaging and Exciting Workplace | Exceeded Target | | Service | Timely and Responsive Client Service | Exceeded Target | | | Broker Best Practices | Exceeded Maximum | | Compliance | Reduce Defects and Errors | Exceeded Target | | | Targeted Loan Growth | Between Threshold and Target | | Quality | Focus on Loan Quality | Between Threshold and Target | | Production | Market Share | Exceeded Maximum | | | Purchase Loan Production | Exceeded Maximum | | Expenses | Cost Reductions | Exceeded Maximum | | Broker Channel | Growth of the Broker Channel | Exceeded Maximum | | | Deepening Broker Relationships | Between Threshold and Target |
2023 Captains Annual Bonus Plan Decisions
2023 Payouts. At the end of 2023, the Compensation Committee reviewed each of the performance metrics, the performance level achieved and determined that the Captains Plan bonuses had been met at approximately 117.35% for all our participating Captains, including each of our NEOs. The table below sets forth the target bonus and the amount of Captains Annual Bonus Plan bonus received by each NEO. The Company paid 90% of the respective earned bonus in cash and the remaining 10% that was earned was paid in restricted stock units that were granted on February 9, 2024 with an approximate one-year vesting period.
2023 Captains Annual Bonus Plan Decisions
| | 2023 Captains Annual Bonus Plan | | | | | Name | Target Bonus ($) | Total Amount Earned ($) | Amount earned in Cash ($) | Amount Earned in RSUs ($)(1)(2) | | Mat Ishbia | 8,800,000 | 10,185,827 | 9,153,144 | 1,032,683 | | Andrew Hubacker | 330,000 | 387,262 | 348,530 | 38,732 | | Melinda Wilner | 539,000 | 632,519 | 569,265 | 63,254 | | Alex Elezaj | 495,000 | 580,884 | 522,794 | 58,091 | | Laura Lawson | 330,000 | 387,261 | 348,530 | 38,732 |
2023 Captains Annual Bonus Plan Decisions
| (1) Represents the grant date fair value of RSUs. |
2023 Captains Annual Bonus Plan Decisions
| (2) The fair value of amount of the portion of the RSUs earned in connection with the 2023 Captains Annual Bonus Plan will be reflected in 2024 Summary Compensation table. |
2023 Captains Annual Bonus Plan Decisions
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LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN
LTIP Plan Design
LTIP Plan Design Why the LTIP Plan is important. Our Long-Term Incentive Plan provides our senior executives the ability to participate in annual financial results and promotes long-term decision-making. How the LTIP awards are determined. The LTIP is funded as a pool equal to 3% of UWM’s net income, subject to a cap of $1.0 billion in net income. Each participating senior executive, including each NEO (other than the CEO) is awarded the opportunity to share in the pool for a specific percentage based on their responsibilities and contributions to the company. While the LTIP pool and the participant share is set at the beginning of the year, the Compensation Committee maintains complete discretion to adjust the aggregate pool and/or individual percentage upwards or downwards as deemed appropriate. The Compensation Committee recognizes that the efforts of executives may not be adequately rewarded for taking those steps that will provide a foundation for significantly improved long-term performance of the Company, if those steps negatively affect annual operating results, and therefore annual cash incentive awards. Once earned, in order to serve as a retention tool, the LTIP payout with respect to any year is paid in four equal annual installments commencing in the third quarter following the performance year, provided that the executive is employed on the payment date. In accordance with the terms of the LTIP, upon his or her death an executive receives up to 50% of the earned but unpaid LTIP amounts.
2023 LTIP Decisions
2023 LTIP Decisions Participant share and 2023 performance. The Long-Term Incentive Plan is a pool funded with 3% of our net income, subject to a $1.0 billion cap on Net Income (or $30.0 million cap for the pool). At the beginning of each year, the Compensation Committee awards each NEO, and certain other senior executives a participant share of the pool. Upon finalization of our net income, the Compensation Committee reviews the Company’s performance and approves the funding of the pool. Once funded, these amounts will be paid out to the respective participant during the third quarter of 2024, 2025, 2026 and 2027 provided that the participant continues to be employed by us on such dates. In 2023, the Compensation Committee took into consideration the extremely strong operational and financial results which the management had delivered, including retaining UWM’s position as the #1 Mortgage Lender, originating a record amount of purchase loans, delivering solid operational results and strong adjusted EBITDA performance in light of a very difficult rate environment. The Compensation Committee also noted that the only reason 2023 net income was negative was as a result of the material reduction in interest rates that occurred at the end of the fourth quarter, which adversely impacted the fair market value of our MSR portfolio. The Compensation Committee noted that this was a non-cash expense and therefore not reflective of core performance. Taking into consideration these factors, the Compensation Committee decided to approve an adjusted net income of $400 million, resulting in an LTIP pool of $12.0 million or 3% of the approved adjusted net income. Each NEO’s participant share in the LTIP pool, assuming a fully funded pool, is set forth below in the “Grant of Plan-Based Awards” table.
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION Why we pay equity-based compensation. We believe that awarding equity to our team members creates an ownership mentality and aligns team members interests with stockholders. Shortly after we became public and our listing on the NYSE we awarded equity to each team member who was employed by UWM on the day that we became public. The Compensation Committee believes that equity awards incentivize and reward team members for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in stockholder value, all of which are essential to our ongoing success. As discussed above, during 2023, our equity awards were a component of the Captains Annual Bonus plan.
SEVERANCE AND CHANGE IN CONTROL BENEFITS
SEVERANCE AND CHANGE IN CONTROL BENEFITS We currently do not have any employment agreements with any of our NEOs. Additional information on the severance benefits can be found under the heading “Potential Payments Upon Termination or Change in Control” on page 40.
TAX DEDUCTIBILITY OF COMPENSATION
TAX DEDUCTIBILITY OF COMPENSATION Code Section 409A. Under Section 409A of the Code, amounts deferred by a NEO under a non-qualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements. Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Sections 280G and 4999) and impose excise taxes on each executive who receives “excess parachute payments” in connection with his or her severance from a public company in connection with a change in control. The Compensation Committee considers, as one of many factors, the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structures certain post-termination compensation payable to our NEOs. The potential adverse tax consequences to our company and/or the executive, however, are not necessarily determinative factors in such decisions.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table presents certain summary information for the fiscal years ended December 31, 2023, 2022 and 2021 concerning compensation earned for services rendered in all capacities by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers, in each instance whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2023. We refer to these officers collectively as our named executive officers or NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3)(4) | All Other Compensation ($)(5) | Total ($) | | Mat Ishbia Chief Executive Officer | 2023 | 600,000 | — | 1,153,600 | 9,153,144 | 1,261,375 | 12,168,119 | | | 2022 | 600,000 | — | — | 5,246,400 | 1,143,122 | 6,989,522 | | | 2021 | 600,000 | — | — | 6,640,000 | 568,350 | 7,808,350 | | Andrew Hubacker EVP, Chief Financial Officer & Chief Accounting Officer | 2023 | 359,000 | 125,040 | 158,886 | 588,530 | 2,500 | 1,233,955 | | | 2022 | 270,000 | — | 54,000 | 154,113 | 2,500 | 480,613 | | Melinda Wilner EVP, Chief Operating Officer | 2023 | 399,000 | | 70,658 | 2,369,265 | 21,009 | 2,859,932 | | | 2022 | 388,000 | — | — | 4,662,670 | 57,670 | 5,108,340 | | | 2021 | 370,700 | — | 470,813 | 4,885,286 | 65,439 | 5,792,238 | | Alex Elezaj EVP, Chief Strategy Officer | 2023 | 369,000 | — | 64,891 | 2,322,794 | 2,500 | 2,759,185 | | | 2022 | 359,000 | — | — | 4,636,438 | 75,383 | 5,070,821 | | | 2021 | 353,100 | — | 104,625 | 4,857,315 | 44,272 | 5,359,312 | | Laura Lawson EVP, Chief People Officer | 2023 | 299,000 | 500,000 | 43,260 | 948,530 | 5,000 | 1,795,790 | | | 2022 | 289,000 | — | — | 1,643,989 | 5,000 | 1,937,989 | | | 2021 | 280,500 | — | 470,813 | 1,742,261 | 5,000 | 2,498,574 |
SUMMARY COMPENSATION TABLE
| (1) Reflects the grant date fair value of RSU awards granted under our Omnibus Plan in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures (“ASC Topic 718”). For additional information on the valuation assumptions regarding the RSU grants in 2021, 2022 and 2023, refer to Note 19 of our financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC. |
SUMMARY COMPENSATION TABLE
| (2) Reflects RSUs awarded in February 2023. |
SUMMARY COMPENSATION TABLE
| (3) This includes the following amounts earned in cash under the Captains Annual Bonus Plan for 2023 Performance: Mr. Ishbia—$9,153,144; Mr. Hubacker—$348,530; Ms. Wilner—$569,265 Mr. Elezaj—$522,794 and Ms. Lawson—$348,530. For a discussion of the full amount earned under the Captains Annual Bonus Plan for 2023 Performance, please refer to the CD&A above. In addition, this amount includes the following amounts earned pursuant to the LTIP for 2023 for each NEO (other than the CEO who does not participate in the LTIP) Mr. Hubacker—$240,000; Ms. Wilner—$1,800,000; Mr. Elezaj—$1,800,000; and Ms. Lawson—$600,000. |
SUMMARY COMPENSATION TABLE
| (4) Amounts earned under the LTIP are paid out over a four-year period, in equal installments, provided that the participant continues to be employed on the pay-out date. Please see “Grants of Plan-Based Awards” below for more information regarding the two incentive plans. |
SUMMARY COMPENSATION TABLE
| (5) Amounts reflect our $2,500 matching contribution under the terms of the UWM 401(k) for all NEOs. With respect to Ms. Wilner and Ms. Lawson in 2023, these amounts include a $2,500 concierge medicine health care benefit. With respect to Ms. Wilner in 2023, the amount includes $16,009 arising from personal use of aircraft. In addition, occasionally, our named executive officer may be accompanied on their business trip by spouses or other family members, for which there is no incremental cost to UWM. With respect to Mr. Ishbia, this amount includes $1,258,875 for security services and equipment. |
SUMMARY COMPENSATION TABLE
| 38 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers in 2023 including: (1) the range of possible cash payouts under our Captains Annual Bonus Plan and Long-Term Incentive Plan; (2) the grant date of equity awards; (3) the number of service-based RSUs granted; and (4) the grant date fair value of the service-based restricted stock unit grants calculated in accordance with FASB ASC Topic 718.
GRANTS OF PLAN-BASED AWARDS
| Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | Grant Date(4) | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock awards ($)(5) | | | Plan | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | Mat Ishbia | CP(1) | 1,980,000 | 7,920,000 | 11,880,000 | | | | | | | | | LTIP(2) | | | | | | | | | | | | CP(3) | | | | 220,000 | 880,000 | 1,320,000 | 2/15/2023 | 267,037 | 1,153,600 | | Andrew Hubacker | CP(1) | 74,250 | 297,000 | 445,500 | | | | | | | | | LTIP(2) | | | 240,000 | | | | | | | | | CP(3) | | | | 8,250 | 33,000 | 49,500 | 2/15/2023 | 7,844 | 33,886 | | | RSUs(3) | | | | | | | 2/06/2023 | 26,427 | 125,000 | | Melinda Wilner | CP(1) | 121,275 | 485,100 | 727,650 | | | | | | | | | LTIP(2) | | | 1,800,000 | | | | | | | | | CP(3) | | | | 13,475 | 53,900 | 80,850 | 2/15/2023 | 16,356 | 70,658 | | Alex Elezaj | CP(1) | 111,375 | 445,500 | 668,250 | | | | | | | | | LTIP(2) | | | 1,800,000 | | | | | | | | | CP(3) | | | | 12,375 | 49,500 | 74,250 | 2/15/2023 | 15,021 | 64,891 | | Laura Lawson | CP(1) | 74,250 | 297,000 | 445,500 | | | | | | | | | LTIP(2) | | | 600,000 | | | | | | | | | CP(3) | | | | 8,250 | 33,000 | 49,500 | 2/15/2023 | 10,014 | 43,260 |
GRANTS OF PLAN-BASED AWARDS
| (1) Pursuant to our Captains Annual Bonus Plan, each Captain has an annual target bonus award which can be earned based on our performance against the annual company-wide operational performance metrics set at the beginning of the year. Historically, Captains are eligible to earn up to 150% of their target bonus. For 2023, the Compensation Committee provided that the Captains Annual Bonus Plan would be earned and paid, 90% in cash and 10% in RSUs that have an additional one year service-based vesting. These threshold, target and maximum amounts reflect the cash that could be earned by the NEO. At the end of 2023, the Compensation Committee reviewed each of the metrics and determined that the Captains bonus targets had been met for all of our participating executive officers at approximately 117.35%. |
GRANTS OF PLAN-BASED AWARDS
| (2) The Long-Term Incentive Plan is a pool funded with 3% of our net income, subject to a $1.0 billion cap on Net Income (or $30.0 million cap for the pool). Each NEO is awarded a participant share of the pool. The Compensation Committee maintains complete discretion to adjust the aggregate pool and/or individual percentages upwards or downwards as deemed appropriate. Mr. Ishbia does not participate in the LTIP. |
GRANTS OF PLAN-BASED AWARDS
| (3) These threshold, target and maximum amounts reflect the dollar value of the equity component that could be earned under the 2023 Captains Annual Bonus Plan. Although denominated in dollars, the award is payable in RSUs. At the end of 2023, the Compensation Committee reviewed each of the metrics and determined that the Captains bonus targets had been met for all of our participating executive officers at approximately 117.35%. As a result, our NEOs earned RSUs with the following fair market values: Mr. Ishbia—$1,032,683 or 152,990 RSUs; Mr. Hubacker—$38,732 or 5,738 RSUs; Ms. Wilner—$63,254 or 9,371 RSUs; Mr. Elezaj—$58,091 or 8,606 RSUs; and Ms. Lawson—$38,732 or 5,738 RSUs. |
GRANTS OF PLAN-BASED AWARDS
The RSUs that were issued are subject to an additional one year of vesting.
GRANTS OF PLAN-BASED AWARDS
| (4) For each NEO, this reflects service-based RSU awards made on February 15, 2023. For Mr. Hubacker, this amount also includes a service-based RSU award granted in connection with his promotion to Chief Financial Officer. |
GRANTS OF PLAN-BASED AWARDS
| (5) Reflects the grant date fair value of RSU awards granted under our Omnibus Plan in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures (“ASC Topic 718”). For additional information on the valuation assumptions regarding the fiscal 2023 grants, refer to Note 19 of our financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC. |
GRANTS OF PLAN-BASED AWARDS
| UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT | 39 |
STOCK VESTED
STOCK VESTED The following table provides information concerning vesting of restricted stock units and the value realized on vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 2023 for each of the named executive officers.
STOCK VESTED
| | Stock Awards(1) | | | Name | # of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Mat Ishbia | — | — | | Andrew Hubacker | 4,938 | 27,659 | | Melinda Wilner | 20,047 | 94,020 | | Alex Elezaj | 4,455 | 20,894 | | Laura Lawson | 20,047 | 94,020 |
STOCK VESTED
| (1) These columns reflect restricted stock units previously awarded to the named executive officers that vested during 2023. |
STOCK VESTED
| (2) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Hubacker—1,493 shares; Ms. Wilner—6,897 shares; Mr. Elezaj—1,533 shares; and Ms. Lawson—6,897 shares. |
STOCK VESTED
| (3) Calculated based on the closing price of UWMC Class A common stock on the applicable vesting dates. |
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL We do not have employment agreements with any of our current executive officers. Mr. Forrester was the only previous named executive officer who was party to an employment agreement during 2022, which terminated upon his passing prior to December 31, 2022. None of our other named executive officers receive any benefit upon a termination of employment or upon a change in control. In the case of the death of a named executive officer, he or she would be entitled to receive benefits under his or her term life insurance policy and, at the discretion of the CEO, up to 50% of any unpaid LTIP amounts previously earned.
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL
| 40 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm. The Audit Committee of the Board of Directors has appointed Deloitte to continue to serve as our independent registered public accounting firm for the 2024 fiscal year. Deloitte has served as our independent registered public accounting firm since 2020. In accordance with SEC rules and Deloitte policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The Audit Committee and the Board of Directors believe that the continued retention of Deloitte as our independent registered public accounting firm is in the best interest of UWMC and our stockholders, and we are asking our stockholders to ratify the appointment of Deloitte as our independent registered public accounting firm for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of Deloitte to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our stockholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the 2024 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of Deloitte for the 2024 fiscal year. We expect a representative of Deloitte to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and will be available to respond to appropriate questions. In connection with the audit of our 2024 financial statements and internal control over financial reporting, we will enter into an agreement with Deloitte which sets forth the terms by which Deloitte performed audit services for us.
NON-BINDING VOTE
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (loss) (in thousands) | Adjusted EBITDA (in thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,168,119 | $12,923,834 | $2,162,215 | $2,272,428 | $77.21 | $121.92 | $(69,782) | $478,270 | | 2022 | $6,989,522 | $6,989,522 | $2,552,653 | $2,473,719 | $33.43 | $86.36 | $931,858 | $282,402 | | 2021 | $7,808,350 | $7,808,350 | $3,874,197 | $3,787,729 | $53.55 | $108.23 | $1,568,400 | $1,418,337 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Mat Ishbia. As of December 31, 2023, our employee population consisted of approximately 6,700 team members working at UWM. We identified our median employee as of December 31, 2023, the last day of our 2023 fiscal year, by calculating the amount of annual base salary paid to all our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. We calculated the 2023 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $77,028, which includes the market value of equity awards granted to the median employee during 2023. Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2023 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $12,168,119. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 158 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.
CEO PAY RATIO
| 48 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
CEO PAY RATIO
SECURITY OWNERSHIP The following table sets forth certain information with respect to the beneficial ownership of our Class A common stock and our Class D common stock, as of April 8, 2024, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) each of our named executive officers for the fiscal year ended December 31, 2023; (iii) each director and nominee for director; and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock. The number and percentage of shares beneficially owned by each person have been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of April 8, 2024 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The percentage ownership for each class of common stock is based on 94,945,635 shares of Class A common stock and 1,502,069,787 shares of Class D common stock issued and outstanding as of April 8, 2024.
CEO PAY RATIO
| | Class A Common Stock Beneficially Owned | | Class D Common Stock Beneficially Owned | | % of Total Voting Power(1) | | Name and Address of Beneficial Owners | Number of Shares | % | Number of Shares | % | | | Directors and Named Executive Officers | | | | | | | Mat Ishbia(2) | 1,502,241,317 | 94.1 | 1,502,069,787 | 100.0 | 79.0(4) | | Andrew Hubacker | 28,395 | * | — | — | * | | Alex Elezaj | 296,687 | * | — | — | * | | Laura Lawson | 47,811 | * | 0 | — | * | | Melinda Wilner | 52,270 | * | — | — | * | | Jeff Ishbia | — | — | — | — | — | | Justin Ishbia(5) | 4,725 | * | 0 | — | * | | Stacey Coopes | 1,584 | | | | | | Kelly Czubak | 7,164 | * | — | — | * | | Isiah Thomas | 4,725 | * | — | — | * | | Robert Verdun | 204,725 | * | — | — | * | | All Directors and Executive Officers as a Group (11 individuals) | 1,502,889,403(3) | 94.1 | 1,502,069,787 | 100.0 | 79.0(4) | | Five Percent Holders | | | | | | | SFS Holding Corp.(2) | 1,502,069,787(3) | 94.1 | 1,502,069,787 | 100.0 | 79.0(4) | | The Vanguard Group(6) | 8,654,247 | 9.1 | — | — | * | | FMR LLC(7) | 7,749,307 | 8.2 | — | — | * | | Tom Gores(8) | 6,909,320 | 7.3 | — | — | * | | Alec Gores(9) | 5,667,997 | 6.0 | — | — | * |
CEO PAY RATIO
| * Less than one percent. |
CEO PAY RATIO
| Unless otherwise indicated, the business address of SFS Corp. and UWMC’s executive officers and directors in this table is c/o UWM Holdings Corporation, 585 South Boulevard E, Pontiac, Michigan, 48341. |
CEO PAY RATIO
| (1) Total Voting Power is calculated based on each share of Class A common stock having one vote and each share of Class D common stock having ten votes, subject to the voting limitation included in our Amended and Restated Certificate of Incorporation that limits the ability of SFS Corp. to vote to 79% of total voting power. |
CEO PAY RATIO
| (2) 1,502,069,787 shares beneficially held by Mat Ishbia are directly held by SFS Corp and 171,520 shares of Class A common stock are held by Mat Ishbia directly. Mat Ishbia is the President and sole director of SFS Corp. All the voting stock of SFS Corp. is held by the Mat Ishbia South Dakota Trust, a directed trust (the “Trust”). The trustee of the Trust takes direction from Mat Ishbia, as trust advisor of the Trust, with respect to the voting and disposition of our Class D common stock and the UWM Holdings LLC (“Holdings LLC”) Class B Common Units held by SFS Corp. Mat Ishbia disclaims pecuniary interest in the Class D common stock held by SFS Corp. The number of shares of Class D common stock held by SFS Corp. also includes a total 805,281,450 shares of Class D common stock which are pledged as security for two separate loan facilities. |
CEO PAY RATIO
| UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT | 49 |
CEO PAY RATIO
SECURITY OWNERSHIP
CEO PAY RATIO
| (3) With respect to the Class A common stock beneficially owned, assumes that (a) all Holdings LLC Class B Common Units (together with the stapled shares of Class D common stock) have been exchanged pursuant to the terms thereof for shares of Class A common stock. The number of shares of Class A common stock beneficially owned by SFS Corp. also includes a total 805,281,450 shares of Class A common stock which are pledged as security for two separate loan facilities. |
CEO PAY RATIO
| (4) Without the voting limitation contained in our Amended and Restated Certificate of Incorporation, SFS Corp. and Mr. Ishbia, as control person of SFS Corp, would have 99% of the total voting power of our common stock. |
CEO PAY RATIO
| (5) In addition to the shares included in the table, Justin Ishbia is the beneficiary of trusts that hold a 23% pecuniary non-voting interest in SFS Corp. |
CEO PAY RATIO
| (6) According to a Schedule 13G (Amendment No. 2) filing made on February 13, 2024, The Vanguard Group, a Pennsylvania investment advisor (“Vanguard”), has: (i) shared voting power over 40,958 shares of Class A common stock; (ii) sole dispositive power over 8,530,844 shares of Class A common stock; and (iii) shared dispositive power over 123,403 shares of Class A common stock. The business address of The Vanguard Groups is 100 Vanguard Blvd., Malvern, PA 19355. |
CEO PAY RATIO
| (7) According to a Schedule 13G filing made on February 9, 2024, FMR LLC has (i) sole voting power over 7,634,208 shares of Class A common stock and (ii) sole dispositive power over 7,749,307 shares of Class A common stock. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. |
CEO PAY RATIO
| (8) According to a Schedule 13G filing made on February 13, 2024, consists of (i) 4,894,101 shares of Class A common stock owned directly by Platinum Equity, LLC and (ii) 2,015,219 shares of Class A common stock issuable upon exercise of Warrants to purchase shares of Class A common stock held directly by Platinum Equity, LLC. Mr. Gores is the manager of Platinum Equity, LLC, and, accordingly, may be deemed to have beneficial ownership of the securities owned directly thereby. The business address of Mr. Gores and Platinum Equity, LLC is 360 North Crescent Drive, Beverly Hills, CA 90210. |
CEO PAY RATIO
| (9) According to a Schedule 13G (Amendment No. 2) filing made on January 31, 2023, consists of: (i) 3,230,439 shares of Class A Common Stock owned directly by PCC; (ii) 2,107,538 shares of Class A common stock issuable upon exercise of Warrants to purchase shares of Class A common stock held directly by PCC; (iii) 30,000 shares of Class A common stock owned directly by NBI Irrevocable Trust #4, a trust for the benefit of one of Mr. Gores’s children; (iv) 150,000 shares of Class A common stock owned directly by NBI Irrevocable Trust #5, a trust for the benefit of one of Mr. Gores’s children and; (v) 150,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #6, a trust for the benefit of one of Mr. Gores’s children, in each case as of December 31, 2022. Mr. Gores is the Chief Executive Officer of PCC and, accordingly, may be deemed to have beneficial ownership of the securities owned directly thereby. Mr. Gores is the managing member of AEG. The business address of Mr. Gores and PCC is c/o Pacific Credit Corp., 9800 Wilshire Blvd., Beverly Hills, CA 90212. |
CEO PAY RATIO
| 50 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
CEO PAY RATIO
| Q: | Who may vote at the Annual Meeting? |
CEO PAY RATIO
| A: | All stockholders of record of our common stock on the record date and beneficial owners of our common stock on the record date holding a valid proxy for the annual meeting from their broker, bank or other nominee giving them the right to vote the shares, are entitled to attend and vote at the annual meeting. |
CEO PAY RATIO
Except as described further below, each holder of Class B common stock and Class D common stock is entitled to 10 votes per share and each holder of Class A common stock and Class C common stock is entitled to one vote per share on all matters submitted to our stockholders for a vote. All classes of our common stock with voting rights will vote together as a single class on all matters described in this proxy statement. As of the record date, there were 1,597,015,422 shares of common stock outstanding, consisting of 94,945,635 shares of Class A common stock and 1,502,069,787 shares of Class D common stock. As of the record date, all of our outstanding Class D common stock is held by SFS Corp. (the “SFS Securities”). There are no outstanding shares of Class B common stock or Class C common stock. The Voting Limitation in our certificate of incorporation provides that, at any time when the aggregate voting power of the SFS Corp. Securities would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each SFS Corp. security will be reduced such that the aggregate voting power of all the SFS Securities is equal to 79%. As a result of the Voting Limitation, as of the record date, (a) each outstanding share of Class D common stock held by SFS Corp. is entitled to 0.2378 votes per share, representing an aggregate of 79.0% of the combined voting power of our outstanding common stock and (b) each outstanding share of Class A common stock is entitled to one vote per share, representing an aggregate of 21% of the combined voting power of our outstanding common stock. Because each holder of Class B common stock and Class D common stock is entitled to 10 votes per share, SFS Corp. will continue to have such control as long as it owns at least 10% of our issued and outstanding common stock. Without the Voting Limitation, SFS Corp. would have approximately 99% of the combined voting power of our common stock.
CEO PAY RATIO
| Q: | What constitutes a quorum, and why is a quorum required? |
CEO PAY RATIO
| A: | We are required to have a quorum of stockholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the record date will constitute a quorum, permitting us to conduct the business of the meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. If we do not have a quorum, we will be forced to reconvene the Annual Meeting at a later date. |
CEO PAY RATIO
| Q: | How do I vote? |
CEO PAY RATIO
| A: | If you are a stockholder of record, you may vote: |
CEO PAY RATIO
| | Via internet | | By mail if you have received a paper copy of the proxy materials | | | In person at the meeting | | |
CEO PAY RATIO
Detailed instructions for internet and telephone voting are set forth on the Notice, which contains instructions on how to access our proxy statement and Annual Report online. You may also vote in person at the Annual Meeting. If you are a beneficial stockholder, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring evidence of your ownership as of the record date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement).
CEO PAY RATIO
| UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT | 51 |
CEO PAY RATIO
| Q: | What am I voting on? |
CEO PAY RATIO
| A: | At the Annual Meeting you will be asked to vote on the following three proposals. We will also consider other business that properly comes before the meeting in accordance with Delaware law and our Bylaws. Our Board recommendation for each of these proposals is set forth below. |
CEO PAY RATIO
| Proposal | | How You Can Vote | Board Recommendation | | 1: | Election of Justin Ishbia, Robert Verdun and Melinda Wilner, as directors for a three-year term expiring at the 2027 Annual Meeting | • FOR the election of all Class III director nominees named herein • WITHHOLD authority to vote for all such Class III director nominees • Individually vote FOR or WITHHOLD with respect to each Class III director nominees by indicating in the space provided on the proxy | FOR each director nominee | | 2: | Ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2024 fiscal year | • FOR • AGAINST • You may indicate that you wish to ABSTAIN from voting on the matter | FOR | | 3: | Advisory Vote on the compensation of our Named Executive Officers (“Say on Pay”) | • FOR • AGAINST • You may indicate that you wish to ABSTAIN from voting on the matter | FOR |
CEO PAY RATIO
| Q: | What happens if additional matters are presented at the Annual Meeting? |
CEO PAY RATIO
| A: | Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Mat Ishbia and Adam Wolfe, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Delaware law and our Bylaws. |
CEO PAY RATIO
| Q: | What if I abstain on a proposal? |
CEO PAY RATIO
| A: | If you sign and return your proxy marked “abstain” on any proposal, your shares will not be voted on that proposal. However, your shares will be counted for purposes of determining whether a quorum is present. |
CEO PAY RATIO
| Q: | What is the required vote for approval of each of the proposals and what is the impact of abstentions? |
CEO PAY RATIO
| A: |
CEO PAY RATIO
| Proposal | | Vote Required for Approval | Abstentions | | 1: | Election of Directors | Majority of votes cast | No impact | | 2: | Ratification of Deloitte as independent registered public accounting firm | Majority of votes cast | No impact | | 3: | Say on Pay | Majority of votes cast | No impact |
CEO PAY RATIO
A proposal has received a majority of the votes cast if the votes cast “FOR” a proposal exceed the votes cast “AGAINST” a proposal. In addition, we intend to evaluate the advisory proposal, Proposal 3, using the same standard. Consequently, abstentions will have no impact on the results, as they are not counted as votes cast.
CEO PAY RATIO
| Q: | What is the effect of the advisory vote on Proposal 3? |
CEO PAY RATIO
| A: | Proposal 3 is an advisory vote. This means that while we ask stockholders to approve the resolution regarding Say on Pay, this is not an action that requires stockholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal. Although the vote on Proposal 3 is non-binding, our Board and the Compensation Committee will review the result of the vote and take it into account in making determinations concerning executive compensation. |
CEO PAY RATIO
| 52 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
CEO PAY RATIO
| Q: | What if I sign and return my proxy without making any selections? |
CEO PAY RATIO
| A: | If you sign and return your proxy without making any selections, your shares will be voted “FOR” Proposals 1, 2 and 3. If other matters properly come before the meeting, Mat Ishbia and Adam Wolfe will have the authority to vote on those matters for you at their discretion. As of the date of this proxy statement, we are not aware of any matters that will come before the meeting other than those disclosed in this proxy statement. |
CEO PAY RATIO
| Q: | What is the difference between a stockholder of record and a beneficial owner? |
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| A: | If your shares are registered directly in your name with UWM’s transfer agent, Equiniti Trust Company, LLC (“EQ”), you are considered the “stockholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of shares held in street name. The Notice of Internet Availability of Proxy Materials (“Notice”) has been forwarded to you by your nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials. |
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| Q: | What if I am a beneficial stockholder and I do not give the nominee voting instructions? |
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| A: | If you are a beneficial stockholder and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange regarding or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. |
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Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote on the approval of the proposal.
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| Proposal | | Can Brokers Vote Absent Instructions? | Impact of Broker Non-Vote | | 1: | Election of Directors | No | None | | 2: | Ratification of the appointment of Deloitte as Auditors | Yes | Not Applicable | | 3: | Say on Pay | No | None |
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| Q: | Can I change my vote after I have delivered my proxy? |
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| A: | Yes. You may revoke your proxy at any time before its exercise. You may also revoke your proxy by voting in person at the Annual Meeting. If you are a beneficial stockholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the meeting. |
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| Q: | Who can attend the Annual Meeting? |
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| A: | Only stockholders and our invited guests can attend the Annual Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our stockholder list. If a broker or other nominee holds your shares and you plan to attend the meeting, you should bring a recent brokerage statement showing your ownership of the shares as of the record date, a letter from the broker confirming such ownership, and a form of personal identification. |
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We currently intend to hold the Annual Meeting in person. Any change will be announced via a press release, which will be available at our website, uwm.com under Investor Relations, and filed as definitive additional soliciting materials with the SEC.
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| UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT | 53 |
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| Q: | If I plan to attend the Annual Meeting, should I still vote by proxy? |
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| A: | Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. |
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If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for stockholders of record. Beneficial stockholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting.
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| Q: | Where can I find voting results of the Annual Meeting? |
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| A: | We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed within four business days after the Annual Meeting. |
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| Q: | Who should I contact with other questions? |
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| A: | If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our Annual Report, please contact: UWM Holdings Corporation, 585 S Boulevard E, Pontiac, MI 48341, Attention: Investor Relations, Email: investorrelations@uwm.com. |
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| 54 | UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT |
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OTHER MATTERS