DEF 14A of loanDepot, Inc.
Filed Apr 23, 2025 · FY20240001831631-25-000069
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025
| General Information | 1 | | Proposal 1: Election of Class I Directors | 2 | | Director Compensation | 19 | | Our Executive Officers | 21 | | Executive Compensation | 25 | | Outstanding Equity Awards at Fiscal Year End | 30 | | Additional Narrative Disclosure | 31 | | Pay Versus Performance | 35 | | Stock Ownership Information of Certain Beneficial Owners and Management | 37 | | Delinquent Section 16(a) Reports | 40 | | Related Party Transactions | 41 | | Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 48 | | Report of the Audit Committee of the Board | 50 | | Proposal No. 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers | 51 | | Proposal No. 4: Approve Third Amendment to 2021 Omnibus Incentive Plan | 52 | | Frequently Asked Questions | 60 | | Appendix A: loanDepot, Inc. 2021 Omnibus Incentive Plan | A-1 |
Proposal 1: Election of Class I Directors
Proposal 1: Election of Class I Directors
Class I Director Nominees Standing for Election
Class I Director Nominees Standing for Election
Class I Director Nominees Standing for Election
| John Lee Independent Director | Director Since: April 2022 Committee Memberships: Compensation Nominating and Corporate Governance Age: 56 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation 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 lead 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. | |
Class I Director Nominees Standing for Election
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Class I Director Nominees Standing for Election
| Dawn Lepore Independent Director | Director Since: February 2021 Committee Memberships: Audit Compensation (Chair) Nominating and Corporate Governance Age: 71 Skills and Qualifications: Executive Leadership Public Company Governance Entrepreneurial Development and Strategy Financial and Audit Technology, Cyber and Innovation Risk and Compliance Human Capital Management Sustainability/Corporate Responsibility Other Public Company Directorships: Accolade, Inc. (2019 - present) RealNetworks, Inc. (2013 – 2022) | | Dawn Lepore has been a director of the Company or its affiliate, loanDepot.com, LLC, since July 2015. Ms. Lepore 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 is a director of Accolade, Inc. (Nasdaq: ACCD), a provider of care delivery, navigation and advocacy health services. Ms. Lepore previously served on the boards of directors of RealNetworks, Inc., 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. | |
Class I Director Nominees Standing for Election
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Class II Directors – Term Ends 2026
Class II Directors – Term Ends 2026
Class II Directors – Term Ends 2026
| Andrew Dodson Non-Independent Director | Director Since: February 2021 Committee Memberships: None Age: 47 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 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, and has been with Parthenon Capital since 2005. He has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. 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 in 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. | |
Class II Directors – Term Ends 2026
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Class II Directors – Term Ends 2026
| Steven Ozonian Independent Director | Director Since: April 2023 Committee Memberships: Audit (Chair) Compensation Age: 69 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 lead independent director 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 serves as a director of various private companies, including Global Mobility Solutions, Attom Data, Inside Real Estate, and Xactus. He 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. | |
Class II Directors – Term Ends 2026
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Class II Directors – Term Ends 2026
| Pamela Patenaude Independent Director | Director Since: July 2021 Committee Memberships: Audit Nominating and Corporate Governance (Chair) Age: 64 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 Sustainability/Corporate Responsibility Other Public Company Directorships: Target Hospitality Corp. (2021 - present) CoreLogic, Inc. (2020 – 2021) | | Pamela Patenaude has been as 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 the Home Builders Institute, Habitat for Humanity International, the Bipartisan Policy Center, and the National Housing Conference. 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. | |
Class II Directors – Term Ends 2026
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Class III Directors – Term Ends 2027
Class III Directors – Term Ends 2027
Class III Directors – Term Ends 2027
| Brian Golson Non-Independent Director | Director Since: February 2021 Committee Memberships: None Age: 54 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 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, and has been with Parthenon Capital since 2002. He has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. 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. | |
Class III Directors – Term Ends 2027
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Class III Directors – Term Ends 2027
| Anthony Hsieh Founder and Executive Chairman, Mortgage Operations | Director Since: February 2021 Committee Memberships: None Age: 60 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Real Estate Industry Experience Specific Mortgage and Lending Experience Technology, Cyber and Innovation Sustainability/Corporate Responsibility 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 recently appointed as the Company’s Executive Chairman, Mortgage Operations in March 2025. He served as Executive Chairman of the Company from 2022 to 2023 and as CEO from 2021 to 2022. He also served as CEO of loanDepot.com, LLC from 2009 to 2022. Mr. Hsieh has more than 35 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. If a permanent CEO has not been appointed by the time of Mr. Martell’s departure at this Annual Meeting, Mr. Hsieh will serve as interim CEO until a new CEO has been appointed. | |
Class III Directors – Term Ends 2027
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Director Compensation
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 $25,000 in annual cash compensation. Pursuant to the Non-Employee Director Compensation Policy, on June 6, 2024, each of Andrew Dodson, Brian Golson, Anthony Hsieh, John Lee, Dawn Lepore, Steven Ozonian and Pam Patenaude, received 60,386 RSUs under the 2021 Omnibus Incentive Plan that vested or vest in equal installments on each of August 31, 2024, November 30, 2024, February 28, 2025, and May 31, 2025.
Director Compensation
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Director Compensation
| Director Compensation |
Director Compensation
The following table sets forth certain information with respect to non-employee director compensation for the fiscal year ended December 31, 2024, with respect to our Directors. Mr. Martell did not receive any additional compensation for his service on the Board during 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation | Total ($) | | Andrew Dodson(2) | 125,000 | 124,999 | — | 249,999 | | John Dorman(3) | 75,962 | — | — | 75,962 | | Brian Golson(2) | 125,000 | 124,999 | — | 249,999 | | Anthony Hsieh(4) | 125,000 | 124,999 | 461,535 | 711,534 | | John Lee | 125,000 | 124,999 | — | 249,999 | | Dawn Lepore | 185,000 | 124,999 | — | 309,999 | | Steven Ozonian | 139,217 | 124,999 | — | 264,216 | | Pam Patenaude | 125,000 | 124,999 | — | 249,999 |
Director Compensation
(1)Represents the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of restricted stock units (“RSUs”) granted to the directors during the fiscal year ended December 31, 2024, calculated based on the closing price of the Class A common stock on June 6, 2024, the date of grant, of $2.07. These amounts do not reflect the actual economic value that may be realized by the non-employee director. (2)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. (3)Mr. Dorman’s Board service ended effective June 6, 2024. His retainer was prorated accordingly. (4)Mr. Hsieh’s “All Other Compensation” includes (i) $443,143 of expenses paid in connection with a Hart-Scott-Rodino Act filing and Mr. Hsieh’s legal expenses paid by the Company for matters involving the Company, including expenses related to an S-3 registration statement, Section 16 reports, Schedule 13D reports, an antitrust filing, and Corporate Transparency Act matters, among other legal matters, and (ii) $18,392 of premiums paid or reimbursed by the Company 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. In connection with his appointment as Executive Chairman, Mortgage Operations in March 2025 and his expected service as interim CEO following the Annual Meeting, Mr. Hsieh and the Company entered into a letter agreement pursuant to which Mr. Hsieh will receive: (i) an annual base salary of $1, (ii) a monthly expense reimbursement allowance of $75,000, and (iii) a grant of 1.5 million performance stock units, which will be scheduled to vest in equal increments on achievement of stock price hurdles of $3, $5, and $7 based on the closing price of the Company’s common stock over a 30-trading day period over a two-year performance period, and if Mr. Hsieh is still interim CEO as of March 1, 2026, an additional equity grant of 1.5 million performance stock units on the same terms as the initial grant. Since this role is expected to be temporary while the Company conducts a search for a permanent CEO, Mr. Hsieh will also continue to receive the director compensation described above.
Director Compensation
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Summary Compensation Table
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, 2024 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards | All Other Compensation(3) | Total | | Frank Martell President and Chief Executive Officer | 2024 | $800,000 | $1,170,000 | $4,400,000 | $— | $10,350 | $6,380,350 | | | 2023 | $800,000 | $1,100,000 | $6,355,634 | $— | $9,900 | $8,265,534 | | David Hayes Chief Financial Officer | 2024 | $500,000 | $550,000 | $2,077,996 | $— | $10,350 | $3,138,346 | | Jeff Walsh President, LDI Mortgage | 2024 | $750,000 | $850,000 | $999,996 | $— | $10,350 | $2,610,346 | | | 2023 | $750,000 | $2,200,000 | $— | $— | $2,596 | $2,952,596 |
Summary Compensation Table
(1)The amounts reported in this column for 2024 reflect discretionary annual bonuses for 2024, as described below under “Narrative Disclosure to Summary Compensation Table—2024 Annual Bonuses.” (2)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 2024, the grant date fair value of RSUs and PSUs is calculated based on the closing price of the Class A common stock on March 15, 2024, and April 15, 2024, the grant dates, of $2.14 and $2.35, respectively, which for the PSUs assumes achievement of all applicable performance measures. These amounts do not reflect the actual economic value that may be realized by the named executive officers. Please see Note 17 to our audited consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for more information. See “Narrative Disclosure to Summary Compensation Table—Equity Awards” for more information regarding the RSUs and PSUs granted. (3)For 2024, includes 401(k) Plan matching contributions.
Outstanding Equity Awards At 2024 Fiscal Year End
Outstanding Equity Awards At 2024 Fiscal Year End The following table sets forth certain information with respect to all outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards At 2024 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Frank Martell(2) | | | | | | | | | | | Inducement NQSOs(3) | 500,000 | 500,000 | — | 2.72 | 5/25/2032 | | | | | | Inducement RSUs(4) | | | | | | 500,000 | 1,020,000 | | | | Inducement PSU(5) | | | | | | | | 750,000 | 1,530,000 | | 7/2023 RSUs(6) | | | | | | 646,108 | 1,318,060 | | | | 7/2023 PSUs(7) | | | | | | | | 726,872 | 1,482,819 | | 8/2023 RSUs(6) | | | | | | 186,667 | 380,801 | | | | 8/2023 PSUs(7) | | | | | | | | 210,000 | 428,400 | | 4/2024 RSUs(8) | | | | | | 936,170 | 1,909,787 | | | | 4/2024 PSUs(9) | | | | | | 624,114 | 1,273,193 | | | | David Hayes | | | | | | | | | | | 12/2022 NQSOs | 125,000 | 125,000 | — | 2.12 | 7/3/2028 | | | | | | 7/2023 RSUs(10) | | | | | | 194,575 | 396,933 | | | | 3/2024 RSUs(11) | | | | | | 200,000 | 408,000 | | | | 4/2024 RSUs(8) | | | | | | 351,063 | 716,169 | | | | 4/2024 PSUs(9) | | | | | | 234,042 | 477,446 | | | | Jeff Walsh | | | | | | | | | | | TMI Units(12) | | | | | | 88,665 | 180,877 | | | | 12/2022 NQSOs | 2,000,000 | — | — | 1.57 | 12/23/2032 | | | | | | 3/2022 RSUs(13) | | | | | | 18,437 | 37,611 | | | | 3/2022 PSUs(14) | | | | | | | | 55,310 | 112,832 | | 4/2024 RSUs(8) | | | | | | 212,765 | 434,041 | | | | 4/2024 PSUs(9) | | | | | | 141,844 | 289,362 | | |
Outstanding Equity Awards At 2024 Fiscal Year End
(1)Amounts in these columns represent the market value of unvested RSUs, PSUs and TMI Units (as described below under “Additional Narrative Disclosure—Potential Payments Upon a Termination or Change in Control—Incentive Units”) as of December 31, 2024, determined based on the closing price of an LDI Class A Share on December 31, 2024 of $2.04. (2)In connection with Mr. Martell's resignation as a director and as President and Chief Executive Officer effective as of the Annual Meeting, his outstanding equity awards will be forfeited, accelerated, vested or otherwise handled as provided in the Martell Agreement and the Transition Agreement. (3)The unexercisable NQSOs vest in equal installments on each of April 27, 2025 and April 27, 2026. (4)These RSUs vest in equal installments on each of April 27, 2025 and April 27, 2026. (5)Represents the threshold amount of PSUs originally granted in May 2022 that are eligible to vest from 0% to 200% of target based on the average closing price of the Company’s Class A common stock over any 30-consecutive trading day period during the performance period beginning May 25, 2022 and ending May 25, 2027. (6)These RSUs vest in equal installments on each of July 19, 2025 and July 19, 2026. (7)Represents the target amount of PSUs originally granted in July 2023 and August 2023 that are eligible to vest from 0% to 200% of target based on the average closing price of the Company’s Class A common stock over any 30-consecutive trading day period during the performance period beginning July 19, 2023 and ending July 19, 2028. (8)These RSUs vest in equal installments on each of April 15, 2025, April 15, 2026, and April 15, 2027. (9)These PSUs vest in equal installments on each of April 15, 2025 and April 15, 2026 as the result of the achievement of the performance metric in the third quarter of 2024. (10)These RSUs vest on July 3, 2025. (11)These RSUs vest in equal installments on each of March 15, 2025, March 15, 2026, and March 15, 2027.
Outstanding Equity Awards At 2024 Fiscal Year End
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Outstanding Equity Awards At 2024 Fiscal Year End
(12)These TMI Units (as described below under “Additional Narrative Disclosure—Potential Payments Upon a Termination or Change in Control—Incentive Units”) vest in equal monthly installments on the last day of each calendar month through May 1, 2025. (13)These RSUs vest in equal installments on each of July 28, 2024 and July 28, 2025. (14)Represents the threshold amount of PSUs originally granted in March 2022 that are eligible to vest from 0% to 150% of target based on the average closing price of the Company’s Class A common stock over any 30-consecutive trading day period during the period between the date of grant and March 29, 2026.
Potential Payments Upon a Termination or Change in Control
Potential Payments Upon a Termination or Change in Control
Pay Versus Performance
Pay Versus Performance In accordance with the requirements of Item 402(v) of Regulation S-K, the following tables and graphs along with the accompanying footnotes and narrative provide information required by the SEC regarding executive compensation and certain measures of our performance in the three most recently completed fiscal years. The amount of compensation “actually paid” set forth in the initial table is calculated in the manner set forth in the SEC regulations and may not reflect amounts realized or realizable with respect to the covered compensation.
Pay Versus Performance
| Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($)(2) | Compensation Actually Paid to Second PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(4) | Net Income (Loss) ($) | | 2024 | — | 6,380,350 | — | (10,582,266) | 2,874,346 | 1,593,772 | 43.34 | (202,150,970) | | 2023 | — | 8,265,534 | — | 24,854,604 | 2,726,298 | 8,602,154 | 74.79 | (235,512,810) | | 2022 | 4,256,105 | 16,411,508 | 2,364,455 | 8,432,308 | 6,636,443 | 3,460,105 | 35.06 | (610,385,250) |
Pay Versus Performance
(1)Represents the amounts reported for Mr. Hsieh (the “First PEO”) and Mr. Martell (the “Second PEO”) in the “Total” column of the “Summary Compensation Table” in each applicable year. Mr. Hsieh served as Chairman and Chief Executive Officer until April 27, 2022, at which point he became the Executive Chairman through February 6, 2023. Mr. Martell joined the company as President and Chief Executive Officer on April 27, 2022. (2)SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance” table above. The valuation assumptions used to calculate fair values for purposes of the compensation actually paid calculation did not materially differ from those disclosed at the time of grant (as applicable). For purposes of the dividends paid on equity awards, the compensation actually paid amount includes dividends paid upon the vesting of RSUs during the period, that were previously declared on unvested awards. The following table details the applicable adjustments to the amount in the “Total” column of the “Summary Compensation Table” in 2024 that were made to determine “compensation actually paid” (amounts are averages for the Other NEOs):
Pay Versus Performance
| Name | Summary Compensation Table Total ($) | Deduct “Stock Awards” and “Option Awards” reported in Summary Compensation Table ($) | Add Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Add (Deduct) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add (Deduct) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years which Vested in the Year ($) | Fair value at the end of the Prior Fiscal Year for Awards Granted in Prior Years and Forfeited During the Applicable Year | Add Value of any Dividends or Other Earnings Paid in the Year ($) | Compensation Actually Paid ($) | | Frank Martell (PEO) | 6,380,350 | (4,400,000) | 3,182,979 | (14,755,033) | 801,984 | (1,792,546) | — | — | (10,582,266) | | Other NEOs | 2,874,346 | (1,538,986) | 1,162,508 | (398,902) | 241,506 | (372,329) | (484,010) | 109,639 | 1,593,772 |
Pay Versus Performance
(3)Represents the average of the amounts reported for the named executive officers (NEOs) as a group (excluding the First PEO and Second PEO) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of each of the NEOs included for these purposes for 2024 are Messrs. Hayes and Walsh, and for 2023 and 2022 are Messrs. Walsh and DerGurahian. (4)Total stockholder return is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period (December 31, 2021).
Relationship Between Pay and Performance
| Pay Versus Performance |
Limit on Director Compensation
Limit on Director Compensation The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all types of awards granted under the Amended Plan to any individual non-employee director in any fiscal year (excluding any stock dividends payable in respect of outstanding awards), when combined with other compensation received for such year fiscal year in connection with service as a director, may not exceed $600,000 increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director.