DEF 14A of loanDepot, Inc.
Filed Apr 23, 2026 · FY20250001831631-26-000048
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2026
| General Information | 1 | | Proposal 1: Election of Class II Directors | 2 | | Director Compensation | 18 | | Our Executive Officers | 20 | | Executive Compensation | 23 | | Outstanding Equity Awards at Fiscal Year End | 29 | | Additional Narrative Disclosure | 29 | | Pay Versus Performance | 32 | | Stock Ownership Information of Certain Beneficial Owners and Management | 34 | | Delinquent Section 16(a) Reports | 36 | | Related Party Transactions | 37 | | Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 44 | | Report of the Audit Committee of the Board | 46 | | Proposal No. 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers | 47 | | Frequently Asked Questions | 48 |
Proposal 1: Election of Class II Directors
Proposal 1: Election of Class II Directors
Class II Director Nominees Standing for Election
Class II Director Nominees Standing for Election
Class II Director Nominees Standing for Election
| Andrew Dodson Non-Independent Director | Director Since: February 2021 Committee Memberships: None Age: 48 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Other Public Company Directorships: None | | Andrew Dodson has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. He is a Managing Partner of Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders. He has been with Parthenon Capital since 2005. Prior to joining Parthenon Capital, Mr. Dodson was a consultant with Bain & Co., where he focused on mergers and acquisitions, cost control and corporate strategy for middle market technology companies. He was also a financial analyst for Enron Corporation in the company’s retail group and worked for Trilogy, Inc., an enterprise software company, where he focused primarily on business development. Mr. Dodson earned a Bachelor of Arts from Duke University and a Master of Business Administration from Harvard Business School. Mr. Dodson’s extensive business and financial management experience qualify him to serve as a member of the Board. | |
Class II Director Nominees Standing for Election
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Class II Director Nominees Standing for Election
| Steven Ozonian Independent Director | Director Since: April 2023 Committee Memberships: Audit (Chair) Compensation Age: 70 Skills and Qualifications: Executive Leadership Public Company Governance Entrepreneurial Development and Strategy Financial and Audit Real Estate Industry Experience Specific Mortgage and Lending Experience Technology, Cyber and Innovation Human Capital Management Other Public Company Directorships: LendingTree, Inc. (2011 - present) | | Steven Ozonian has been a director of the Company since April 2023. He has served as the CEO of the Williston Financial Group, a title insurance and real estate settlement services company, since 2017 and has served on Williston's Board of Directors since 2011. Mr. Ozonian is the Chairman of the Board of LendingTree, Inc. (Nasdaq: TREE), an online marketplace that connects consumers with financial services. He previously served as the CEO of LendingTree's proprietary full service real estate brokerage business, known as RealEstate.com. Mr. Ozonian has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential's real estate and related businesses, CEO of Realtor.com, and National Homeownership Executive for Bank of America. Mr. Ozonian has received numerous awards for service and technology innovation in the residential real estate industry. Mr. Ozonian’s public company executive leadership experience and diversified experience with real estate and consumer financial technology qualify him to serve as a member of the Board. | |
Class II Director Nominees Standing for Election
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Class II Director Nominees Standing for Election
| Pamela Patenaude Independent Director | Director Since: July 2021 Committee Memberships: Audit Nominating and Corporate Governance (Chair) Age: 65 Skills and Qualifications: Executive Leadership Public Company Governance Financial and Audit Real Estate Industry Experience Specific Mortgage and Lending Experience Risk and Compliance Human Capital Management Legal, Regulatory and Public Policy Other Public Company Directorships: Target Hospitality Corp. (2021 - present) CoreLogic, Inc. (2020 – 2021) | | Pamela Patenaude has been a director of the Company since July 2021. She has been a Principal at Granite Housing Strategies, LLC, a provider of consultation services for disaster recovery efforts in the U.S. since 2019, serving as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude is a director of Target Hospitality Corp. (Nasdaq: TH), a provider of vertically integrated modular accommodations and value-added hospitality services. She was a director of CoreLogic, Inc. from 2020 to 2021. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development (“HUD”). Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She serves on a variety of non-profit boards, including Habitat for Humanity International and the Bipartisan Policy Center. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families. Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in community economic development from Southern New Hampshire University. Ms. Patenaude’s extensive business, real estate, financial management, regulatory and risk management experience qualify her to serve as a member of the Board. Ms. Patenaude is a NACD© Certified Corporate Director. | |
Class II Director Nominees Standing for Election
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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: 55 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Human Capital Management Legal, Regulatory and Public Policy Other Public Company Directorships: None | | Brian Golson has been a director of the Company or its affiliate, loanDepot.com, LLC, since 2009. He is the Co-CEO and Managing Partner at Parthenon Capital, a private equity firm that partners with and invests in management teams and their companies and an affiliate of the Parthenon Stockholders. He has been with Parthenon Capital since 2002. Prior to joining Parthenon Capital, Mr. Golson was the CFO and Vice President of Operations for Everdream, a software company sold to Dell providing outsourced IT infrastructure management. He also held leadership positions with Prometheus Partners, a middle-market private equity fund focused on recurring revenue service businesses, and GE Capital where he focused on acquisitions and divestitures of financial services and insurance businesses. Mr. Golson earned a Bachelor of Arts in Economics from the University of North Carolina, Chapel Hill and a Master of Business Administration from the Harvard Business School. Mr. Golson’s extensive financial and leadership experience qualify him to serve as a member of the Board. | |
Class III Directors – Term Ends 2027
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Class III Directors – Term Ends 2027
| Anthony Hsieh Founder, Executive Chairman, Chief Executive Officer and President | Director Since: February 2021 Committee Memberships: None Age: 61 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Real Estate Industry Experience Specific Mortgage and Lending Experience Technology, Cyber and Innovation Other Public Company Directorships: None | | Anthony Hsieh founded loanDepot and has been Chair of the Board of the Company or its affiliate, loanDepot.com, LLC, since the founding in 2009. He was appointed as the Company’s Executive Chairman, Chief Executive Officer and President in July 2025, after being appointed to that role on an interim basis in June 2025. He briefly served as Executive Chairman, Mortgage Operations in 2025 before becoming CEO. He also served as Executive Chairman of the Company from 2022 to 2023 and as CEO from 2021 to 2022. He serves as CEO of loanDepot.com, LLC, a position he also held from 2009 to 2022. Mr. Hsieh has more than 36 years of experience in the lending industry. Prior to starting loanDepot in 2002, Mr. Hsieh founded Home Loan Center, Inc., the first national online lender to offer a full spectrum of mortgage loan products featuring live interest-rate quotes and loan offerings tailored to borrowers’ needs and credit profiles. He continued to lead the business for three years after it merged with IAC’s subsidiary, LendingTree, in 2004. In 1989, he acquired a mortgage brokerage company and transformed it into LoansDirect.com. Mr. Hsieh’s executive leadership experience and extensive knowledge of our business qualify him to serve as a member of the Board. | |
Class III Directors – Term Ends 2027
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Class I Directors – Term Ends 2028
Class I Directors – Term Ends 2028
Class I Directors – Term Ends 2028
| John Lee Independent Director | Director Since: April 2022 Committee Memberships: Compensation Nominating and Corporate Governance Age: 57 Skills and Qualifications: Executive Leadership Entrepreneurial Development and Strategy Financial and Audit Specific Mortgage and Lending Experience Technology, Cyber and Innovation Artificial Intelligence Risk and Compliance Human Capital Management Other Public Company Directorships: None | | John Lee has been a director of the Company since April 2022. He served as the Chief Analytics Officer of the Company or its affiliate, loanDepot.com, LLC, from 2014 to 2021, where he led financial modeling and analytics across all lending channels. Mr. Lee was loanDepot.com, LLC’s Chief Financial Officer from 2009 to 2014. Prior to joining loanDepot, Mr. Lee served in a variety of executive and senior leadership roles, including as Chief Financial Officer at Grander Inc., Executive Vice President and Chief Financial Officer at Home Loan Center, Inc. (later to become LendingTree), Director – Investment Banking, Financial Institutions Group at CIBC World Markets, and Vice President, Corporate Development and M&A at Countrywide Home Loans. Mr. Lee holds a Bachelor of Arts in Economics from the University of Rochester in New York with a certificate of Management in Accounting and Finance from its Simon School of Business. He also holds a Master of Business Administration in Finance from Ohio State University where he was recognized as a Weidler Scholar and Beta Gamma Sigma honors graduate. Mr. Lee’s extensive knowledge of our business and leadership experience qualify him to serve as a member of the Board. | |
Class I Directors – Term Ends 2028
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Class I Directors – Term Ends 2028
| Dawn Lepore Independent Director | Director Since: February 2021 Committee Memberships: Audit Compensation (Chair) Nominating and Corporate Governance Age: 72 Skills and Qualifications: Executive Leadership Public Company Governance Entrepreneurial Development and Strategy Financial and Audit Technology, Cyber and Innovation Cybersecurity Risk and Compliance Human Capital Management Other Public Company Directorships: Accolade, Inc. (2019 - 2025) RealNetworks, Inc. (2013 – 2022) | | Dawn Lepore has been a director of the Company or its affiliate, loanDepot.com, LLC, since July 2015. She served as Interim Chief Executive Officer of Prosper Marketplace, Inc., an online peer-to-peer lending platform, from March 2012 to January 2013, and as Chair and Chief Executive Officer of drugstore.com, inc., an online retailer of health and beauty care products, from 2004 until its sale to Walgreen Co. in 2011. Prior to joining drugstore.com, Ms. Lepore held various leadership positions during her 21 years with The Charles Schwab Company. She served as a director of Accolade, Inc. (Nasdaq: ACCD), a provider of care delivery, navigation and advocacy health services, from 2019 to 2025, and as director of RealNetworks, Inc., a provider of digital media, artificial intelligence and machine learning solutions, from 2013 to 2022. Ms. Lepore also previously served on the public company boards of directors of Coupons.com, AOL Inc., The TJX Companies, Inc., eBay Inc., The New York Times Company, drugstore.com, inc. and Wal-Mart Stores Inc. Ms. Lepore earned a B.A. from Smith College. Ms. Lepore’s extensive operational background and experience as an executive and director at a diverse range of online consumer, internet technology and retail companies qualify her to serve as a member of the Board. | |
Class I Directors – Term Ends 2028
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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 $25,000 in annual cash compensation. Pursuant to the Non-Employee Director Compensation Policy, on June 5, 2025, each of Andrew Dodson, Brian Golson, John Lee, Dawn Lepore, Steven Ozonian and Pamela Patenaude, received 98,425 RSUs under the 2021 Omnibus Incentive Plan that vested or vest in equal installments on each of August 29, 2025, November 28, 2025, February 27, 2026, and May 29, 2026.
Director Compensation
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Director Compensation
| Director Compensation |
Director Compensation
The following table sets forth certain information with respect to non-employee director compensation for the fiscal year ended December 31, 2025, with respect to our directors. The non-employee director compensation received by Mr. Hsieh prior to employment as an executive officer of the Company on March 6, 2025, is reported in the Executive Compensation section below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation | Total ($) | | Andrew Dodson(2) | 125,000 | 125,000 | — | 250,000 | | Brian Golson(2) | 125,000 | 125,000 | — | 250,000 | | John Lee | 125,000 | 125,000 | — | 250,000 | | Dawn Lepore | 170,000 | 125,000 | — | 295,000 | | Steven Ozonian | 150,000 | 125,000 | — | 275,000 | | Pamela Patenaude | 140,000 | 125,000 | — | 265,000 |
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 time-based restricted stock units (“RSUs”) granted to the directors during the fiscal year ended December 31, 2025, calculated based on the closing price of the Class A common stock on June 5, 2025, the date of grant, of $1.27. These amounts do not reflect the actual economic value that may be realized by the non-employee director. (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.
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, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Anthony Hsieh Executive Chairman, Chief Executive Officer and President | 2025 | $1 | $— | $905,000 | $1,177,492(4) | $2,082,493 | | David Hayes Chief Financial Officer | 2025 | $500,000 | $550,000 | $1,650,000 | $10,500 | $2,710,500 | | | 2024 | $500,000 | $550,000 | $2,077,996 | $10,350 | $3,138,346 | | Dominick Marchetti Chief Digital Officer | 2025 | $218,942 | $1,150,000 | $9,025,000 | $171,508(5) | $10,565,450 | | Frank Martell Former Chief Executive Officer and President | 2025 | $363,077 | $458,630 | $75,000 | $1,621,566(6) | $2,518,273 | | | 2024 | $800,000 | $1,170,000 | $4,400,000 | $10,350 | $6,380,350 |
Summary Compensation Table
(1)The amounts reported in this column for 2025 reflect contractual obligations and discretionary annual bonuses for 2025, as described below under “Narrative Disclosure to Summary Compensation Table—2025 Annual Bonuses.” (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 2025, the grant date fair value of RSUs and performance PSUs is calculated based on the closing price of Class A common stock on the March 14, 2025, June 5, 2025, and September 15, 2025 grant dates, which were $1.37, $1.27, and $4.27,
Summary Compensation Table
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Summary Compensation Table
respectively. For Mr. Hayes’ PSUs granted in 2025, the value shown reflects a target award value of $825,000, where the maximum potential PSU value is $1,650,000. The grant date fair value of the market PSUs for Messrs. Hsieh and Marchetti granted in 2025 are based on a Monte Carlo model which resulted in a grant date fair value of $0.52 per share for Mr. Hsieh’s PSUs granted on March 14, 2025, and $4.20 per share for Mr. Marchetti’s PSUs granted on September 15, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officers. Mr. Marchetti’s agreement was negotiated with a fixed share count of PSUs to be awarded. The grant value shown reflects an award value above intended grant values due to a significant and temporary increase in the share price between the time when the grants were negotiated and subsequently approved and granted. Please see Note 17 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for more information. See “Narrative Disclosure to Summary Compensation Table—Equity Awards” for more information regarding the RSUs and PSUs granted. (3)Includes 401(k) Plan matching contributions. (4)Includes (i) $125,000 of cash retainers earned for Mr. Hsieh’s service as a Board member during 2025, (ii) $59,900 of expenses paid in connection with Mr. Hsieh’s legal expenses paid by the Company for matters involving the Company, including expenses related to Schedule 13D reports, among other legal matters, (iii) $3,592 of premiums paid or reimbursed by the Company through March 5, 2025, for Mr. Hsieh and his covered dependents to participate in the Company’s medical plans pursuant to the terms of the Settlement Agreement and Release, dated April 4, 2023, between Mr. Hsieh and the Company, and (iv) $989,000 of tax benefits related to certain exchange transactions described in more detailed within the “Related Party Transactions—Tax Receivable Agreement” section beginning on page 39. (5)Also includes $166,200 of consulting fees for his pre-employment services as a strategic technology consultant for the Company during 2025. (6)Also includes (i) $11,066 of consulting fees for his post-employment service as a Board Advisor during 2025, and (ii) $1,600,000 of severance. For more information, see “Narrative Disclosure to Summary Compensation Table—Agreements with Named Executive Officers—Martell Transition Agreement” below.
Outstanding Equity Awards At 2025 Fiscal Year End
Outstanding Equity Awards At 2025 Fiscal Year End The following table sets forth certain information with respect to all outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards At 2025 Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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) | | Anthony Hsieh | | | | | | | | | | | Mar 2025 PSUs(2) | | | | | | 500,000 | $1,035,000 | 1,000,000 | $2,070,000 | | Jun 2025 RSUs(3) | | | | | | 49,213 | $101,871 | | | | David Hayes | | | | | | | | | | | Dec 2022 NQSOs | 250,000 | — | — | $2.12 | 7/3/2033 | | | | | | Mar 2024 RSUs(4) | | | | | | 133,334 | $276,001 | | | | Apr 2024 RSUs(5) | | | | | | 234,042 | $484,467 | | | | Apr 2024 PSUs(6) | | | | | | | | 234,042 | $484,467 | | Mar 2025 RSUs(7) | | | | | | 602,190 | $1,246,533 | | | | Mar 2025 PSUs(8) | | | | | | | | 602,189 | $1,246,531 | | Dominick Marchetti | | | | | | | | | | | Sep 2025 RSUs(9) | | | | | | 146,370 | $302,986 | | | | Sep 2025 PSUs(10) | | | | | | 666,666 | $1,379,999 | 1,333,334 | $2,760,000 |
Outstanding Equity Awards At 2025 Fiscal Year End
(1)Amounts in these columns represent the market value of unvested RSUs and PSUs as of December 31, 2025, determined based on the closing price of the Company’s Class A common stock on December 31, 2025 of $2.07. (2)Represents the PSUs that are eligible to vest 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 6, 2027. The first of three performance metrics was achieved in the third quarter of 2025 resulting in 33% of the award scheduled to vest on December 31, 2026. (3)These RSUs vested or vest in equal installments on each of February 27, 2026 and May 29, 2026. (4)These RSUs vested or vest in equal installments on each of March 15, 2026 and March 15, 2027. (5)These RSUs vested or vest in equal installments on each of April 15, 2026 and April 15, 2027. (6)These PSUs vested or vest on April 15, 2026, and April 15, 2027, as the result of the achievement of the performance metric in the third quarter of 2024. (7)These RSUs vested or vest in equal installments on each of March 14, 2026, March 14, 2027, and March 14, 2028. (8)Represents PSUs that are eligible to vest from 0% to 200% of target vest based on the achievement of positive adjusted net income for each quarter between the date of the grant and June 30, 2026. (9)These RSUs vest in equal installments on each of September 15, 2026, September 15, 2027, and September 15, 2028. (10)Represents PSUs that are eligible to vest 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 September 15, 2028. The first of three performance metrics was achieved in the fourth quarter of 2025 resulting in 33% of the award scheduled to vest on December 31, 2026.
Potential Payments Upon a Termination or Change in Control
Potential Payments Upon a Termination or Change in Control In the event Messrs. Hayes’s or Marchetti’s employment is terminated by the Company without “cause” or by the named executive officer for “good reason” not in connection with a “change in control” (each as defined in the employment agreements), each named executive officer will be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and, subject to their execution and non-revocation of a release of claims, (i) a lump sum payment equal to 12 months of the named executive officer’s base salary, (ii) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, (iii) the payment or reimbursement of healthcare premiums through the earlier of (A) 12 months following the named executive officer’s date of termination and (B) the date the named executive officer becomes eligible for another healthcare plan, (iv) acceleration of all performance-based equity awards, based on actual performance measured to the date of such termination, with a 30-day post-termination window during which achievement of performance goals will still qualify and (v) extension of the exercise period for vested but unexercised options until the earlier of (A) one year following the date of such termination or (B) the expiration date of the option. If Messrs. Hayes’s or Marchetti’s employment is terminated by the Company without “cause” or by the named executive officer for “good reason” during the period beginning 3 months prior to a change in control and ending 12 months after a change in control, then the same severance benefits will apply, except that (i) the lump sum payment will instead be equal to 2.0x the sum of Mr. Hayes’s base salary and target bonus and 1.5x the sum of Mr. Marchetti’s base salary and target bonus, (ii) the healthcare premiums will instead be through the earlier of (A) 18 months following the named executive officer’s date of termination and (B) the date the named executive officer becomes eligible for another healthcare plan, and (iii) any unvested equity awards held by the named executive officer shall immediately vest, with any performance-based vesting criteria being deemed earned at the greater of target or actual performance through the date of termination. In the event any payment provided to any of our named executive officers would implicate Section 280G of the Code, the named executive officer would receive either (i) payment of the full amounts to which the named executive officer is entitled or (ii) payment of such lesser amount that does not trigger excise taxes under Section 280G of the Code, whichever results in the named executive officer receiving a higher amount after taking into account all federal, state and local income, excise and employment taxes.
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) ($) | | 2025 | 2,082,493 | 2,518,273 | 3,079,146 | (7,085,312) | 6,637,975 | 4,233,386 | 126.06 | (107,530,360) | | 2024 | — | 6,380,350 | — | (10,582,266) | 2,874,346 | 1,593,772 | 121.82 | (202,150,970) | | 2023 | — | 8,265,534 | — | 24,854,604 | 2,726,298 | 8,602,154 | 213.33 | (235,512,810) |
Pay Versus Performance
(1)Represents the amounts reported for Mr. Hsieh (the “First PEO”) and Mr. Martell (the “Second PEO”) in the “Total” column of the “Summary Compensation Table” in each applicable year. Mr. Hsieh served as Chairman and Chief Executive Officer until April 27, 2022, at which point he became the Executive Chairman through February 6, 2023. Mr. Martell joined the company as President and Chief Executive Officer on April 27, 2022 and terminated employment on June 4, 2025. Mr. Hsieh was appointed Interim Chief Executive Officer on June 4, 2025, and permanent Chief Executive Officer and President on July 27, 2025. (2)SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance” table above. The valuation assumptions used to calculate fair values for purposes of the compensation actually paid calculation did not materially differ from those disclosed at the time of grant (as applicable). For purposes of the dividends paid on equity awards, the compensation actually paid amount includes dividends paid upon the vesting of RSUs during the period, that were previously declared on unvested awards. The following table details the applicable adjustments to the amount in the “Total” column of the “Summary Compensation Table” in 2025 that were made to determine “compensation actually paid” (amounts are averages for the Other NEOs):
Pay Versus Performance
| Name | Summary Compensation Table Total ($) | 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 ($) | | Mr. Hsieh (First PEO) | 2,082,493 | (905,000) | 1,838,740 | — | 62,007 | 906 | — | — | 3,079,146 | | Mr. Martell (Second PEO) | 2,518,273 | (75,000) | — | — | — | 58,318 | (9,586,903) | — | (7,085,312) | | Other NEOs | 6,637,975 | (5,337,499) | 2,918,026 | 9,022 | — | 5,862 | — | — | 4,233,386 |
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 2025 are Messrs. Hayes and Marchetti, for 2024 are Mr. Hayes and Jeff Walsh, and for 2023 are Mr. Walsh and Jeff 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, 2022).
Pay Versus Performance
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Pay Versus Performance
| Pay Versus Performance |