Terry Schmidt
About Terry Schmidt
Terry L. Schmidt, age 63, is Chief Executive Officer and a director of Guild Holdings Company (GHLD); she has served as CEO since July 1, 2023 and as a director since August 2020, with prior roles as President (2020–2023), CFO (1997–2020), Controller (1991–1997), and earlier in internal audit since 1985; she holds a BBA in accounting from the University of San Diego and is a certified mortgage banker . Under her leadership in 2024, Guild generated $97.1 million in net income versus a $39.0 million loss in 2023, Adjusted EBITDA rose to $134.8 million from $74.8 million, net revenue increased 60.2% to $1,049.7 million, and originations grew 57.4% to $24.0 billion, indicating improved execution through acquisitions and organic growth . Company TSR improved, with the pay-versus-performance table showing a value of $108.52 for a $100 initial investment in 2024 (up from $104.54 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Guild Holdings Company / Guild Mortgage Company | Chief Executive Officer | 2023–present | Provides management’s perspective to Board; leads business and strategic direction . |
| Guild Mortgage Company | President | 2020–2023 | Oversaw finance, HR, marketing, capital markets, IT, legal and compliance . |
| Guild Mortgage Company | Chief Financial Officer | 1997–2020 | Long-tenured finance leadership . |
| Guild Mortgage Company | Controller | 1991–1997 | Led controllership functions . |
| Guild Mortgage Company | Internal Audit | Joined 1985 | Early career foundation in controls . |
External Roles
| Organization | Role | Years |
|---|---|---|
| California Mortgage Bankers Association | Member | Current |
| Mortgage Bankers Association | Member | Current |
| Guild Giving Foundation | Board member | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Cash Bonus Paid ($) |
|---|---|---|---|
| 2024 | 700,000 | 150% | 1,673,913 |
| 2023 | 637,500 | 150% (effective upon CEO appointment) | 881,250 |
Notes:
- Base salary increased to $700,000 effective Jan 1, 2024 (from $675,000 post-promotion in 2023) .
- Target bonus for CEO set at 150% of base salary (affirmed for 2024; set upon CEO promotion in 2023) .
Performance Compensation
2024 Annual Cash Incentive Plan
| Metric | Weight | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Adjusted Return on Average Equity (AROAE) | 50% | Not disclosed | 7.4% | 118.8% | Reconciled to ROAE; AROAE defined and disclosed . |
| Strategic Objective | 50% | Not disclosed | Exceeded maximum | 200.0% | Specific objective not disclosed. |
| Weighted Total | 100% | — | — | 159.4% | Applies equally to NEOs (including CEO). |
- 2023 bonus paid at 100% of target for NEOs per Compensation Committee determination .
Long-Term Equity Awards (RSUs)
| Grant Date | Award Type | Shares Granted (or Unvested at FY-end) | Vesting Schedule | Grant/Valuation Notes |
|---|---|---|---|---|
| 4/15/2024 | RSU | 107,143 granted | 1/3 annually over 3 years | Dollar value reflected in 2024 SCT stock awards $1,500,002 . |
| 7/1/2023 | RSU (promotion award) | 31,613 unvested at 12/31/2024 | 1/3 annually over 3 years | Award sized at $500,000 on 7/1/2023 per 8-K; shares based on closing price (quantity not specified in 8-K) . |
| 4/15/2023 | RSU | 65,894 unvested at 12/31/2024 | 1/3 annually over 3 years | — |
| 4/15/2022 | RSU | 29,028 unvested at 12/31/2024 | 1/3 annually over 3 years | — |
- Dividend Equivalent Units (DEUs): RSUs accrue DEUs on dividends; special cash dividend of $0.50 per share declared May 8, 2024 (paid June 6, 2024) generated DEUs for outstanding RSUs .
- 2025 design: Committee approved adding performance stock units (PSUs) based on three-year AROAE for 2025 annual grants .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,637,686 Class A shares; 12.2% of Class A outstanding as of Mar 28, 2025 . |
| Unvested RSUs (12/31/2024) | 29,028 (4/15/2022); 65,894 (4/15/2023); 31,613 (7/1/2023); 110,513 (4/15/2024) . |
| Ownership guidelines | CEO must hold 5x base salary; officers/directors expected to meet by Mar 31, 2027 (for those in role as of Nov 24, 2021) . |
| Hedging/pledging | Prohibited: no short sales, derivatives, margin accounts, or pledging of company securities by directors/officers/employees . |
| Director equity comp (context) | Non-employee directors receive cash/RSU retainers; employee-director Schmidt receives no additional board compensation . |
Notes on potential selling pressure:
- RSUs vest in equal annual tranches on anniversary dates (e.g., 4/15/2025 for 2022/2023/2024 grants; 7/1/2025 for the 2023 promotion grant), creating predictable windows for potential tax-related sales; unvested counts and schedules as disclosed above .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will under an executive compensation agreement effective Jan 1, 2021 . |
| Annual bonus eligibility | Determined annually by Compensation Committee based on corporate/individual goals; must be employed on last day of year; paid by Mar 15 following year . |
| Severance | If terminated by the company with or without cause (excluding crime) or due to ill health, continuation of then-current base salary for 12 months, subject to waiver and release; standard earned pay elements also due . |
| Restrictive covenants | One-year post-termination employee non-solicit . |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2, 2023, compliant with SEC/NYSE rules; mandatory recovery of erroneously awarded incentive comp after an accounting restatement within a 3-year lookback . |
| Change-in-control | No executive-specific CIC cash multiple disclosed; director RSUs vest in full on change in control (non-employee directors) . |
Board Governance
- Role: CEO and Class II director nominee; director since 2020; term expiring at 2025 Annual Meeting; not identified as independent (independent directors are Bryant, Marcon, Messinger, Meyer) .
- Leadership: Independent Chair (Patrick Duffy) separate from CEO, enhancing objective oversight; non-management directors met in executive session four times in 2024, chaired by the Board Chair; independent director executive sessions presided by Nominating Chair (Bryant) .
- Committees: Audit (Marcon Chair), Compensation (Meyer Chair), Nominating & Corporate Governance (Bryant Chair); Schmidt is not listed on committees .
- Attendance: Board met four times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Director pay: As an employee director, Schmidt receives no additional compensation for board service .
Director Compensation (context for dual role)
- Non-employee director cash retainer $50,000; additional retainers for Chair ($25,000), Audit Chair ($25,000)/members ($10,000), Compensation Chair ($15,000)/members ($7,500), Nominating Chair ($10,000)/members ($5,000); annual RSU retainer $110,000 ($160,000 Chair) vesting at next annual meeting; change-in-control acceleration applies to non-employee director RSUs .
- Employee-director Schmidt does not receive the above director compensation .
Performance & Track Record
| Metric | 2024 | 2023 | Source |
|---|---|---|---|
| Net income (loss) ($mm) | 97.1 | (39.0) | |
| Adjusted EBITDA ($mm) | 134.8 | 74.8 | |
| Net revenue ($mm) | 1,049.7 | 655.2 | |
| Total originations ($bn) | 24.0 | 15.3 | |
| TSR value of $100 investment (year-end) | 108.52 | 104.54 |
- Operational highlights include 57.4% YoY growth in originations (to $24.0B), stronger net revenue, and improved segment results as acquisitions and recruiting scaled origination volume; servicing UPB rose to $93.0B, with MSR valuation headwinds mitigated by origination growth .
Compensation Structure Analysis
- Mix and trajectory: 2024 CEO total comp $4.06m (salary $0.70m; stock awards $1.50m; cash incentive $1.67m; other $0.18m), up from $3.19m in 2023, reflecting higher bonus payout (159.4% of target) on improved AROAE and strategic performance; equity remained RSU-based, with PSUs added starting 2025 to enhance performance linkage .
- Metrics and rigor: 2024 bonus split 50% AROAE and 50% strategic objective; AROAE achieved 7.4% (between target and max) and strategic exceeded max, driving a high overall payout—monitor calibration of future targets and PSU design .
- Clawback and risk controls: SEC/NYSE-compliant clawback adopted; hedging and pledging prohibited; ownership guidelines at 5x salary for CEO enhance alignment .
- Perquisites: “President’s club” expenses and small tax gross-up ($4,017 in 2024) present minor governance optics items but are modest in quantum .
Equity Ownership & Alignment (detail tables)
Outstanding Equity Awards (12/31/2024)
| Grant Date | Unvested RSUs (shares) | Market Value at 12/31/2024 |
|---|---|---|
| 4/15/2022 | 29,028 | $409,585 |
| 4/15/2023 | 65,894 | $929,764 |
| 7/1/2023 | 31,613 | $446,059 |
| 4/15/2024 | 110,513 | $1,559,338 |
- Valuation uses closing price $14.11 on 12/31/2024; RSUs vest 1/3 annually on grant anniversaries .
Beneficial Ownership (as of 3/28/2025)
| Holder | Class A Shares | % of Class A |
|---|---|---|
| Terry L. Schmidt | 2,637,686 | 12.2% |
Employment & Contracts
- Agreement terms apply uniformly to executives, with annual salary set by Compensation Committee, performance-based annual bonus opportunity, 12 months base salary severance if terminated by company (excluding a crime) or ill health, and one-year employee non-solicit; bonuses require employment through year-end .
- No executive CIC cash multiples disclosed; equity CIC terms for non-employee directors (full acceleration) are specified; executive equity CIC treatment not detailed in the proxy .
Compensation Committee Analysis
- Composition: Independent directors—Mike Meyer (Chair), Edward “Junior” Bryant, and Gioia Messinger; no interlocks/insider participation reported .
- External advisor: Meridian Compensation Partners engaged as independent consultant for 2024 to review program competitiveness and long-term incentive design; process excludes CEO from deliberations on her pay .
- Risk oversight: Compensation Committee monitors compensation risk; Board oversees broader risk including cybersecurity via Audit Committee .
Board Governance (Committee Roles and Dual-Role Implications)
- Board-classified structure with seven directors; Schmidt is CEO and a director, while chair duties are held by an independent director (Patrick Duffy), mitigating CEO/Chair concentration concerns and facilitating independent oversight and executive sessions .
- Committee Memberships (2024): Audit—Marcon (Chair), Bryant, Messinger; Compensation—Meyer (Chair), Bryant, Messinger; Nominating & Corporate Governance—Bryant (Chair), Marcon, Meyer; CEO Schmidt is not a member of these committees, preserving committee independence .
Director Compensation (for completeness)
- Employee-director Schmidt received no additional board compensation; non-employee director retainers and RSUs as disclosed (Chair differentials, committee chair/member fees, annual RSU grants, and CIC acceleration for director RSUs) .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for insiders, reducing misalignment risk .
- Clawback: Implemented (Nov 2, 2023) per SEC/NYSE rules, enabling recovery of erroneously awarded incentive comp after restatements .
- Perquisite gross-ups: Small tax gross-up tied to “President’s club” expense ($4,017 in 2024; $1,938 in 2023) merits monitoring though immaterial .
- Say-on-pay: Included on ballot; results not provided in the proxy excerpts; continued engagement expected .
Investment Implications
- Alignment: Large personal stake (12.2% of Class A) plus 5x salary ownership guideline and anti-hedging/pledging policy support shareholder alignment; 2025 shift to AROAE-based PSUs strengthens long-term pay-for-performance .
- Payout calibration: 2024 cash bonus at 159.4% of target (AROAE 7.4% and maxed strategic objective) underscores the need to assess target rigor; monitor 2025 PSU goals for difficulty and disclosure .
- Retention and selling pressure: One-year salary-only severance is modest (lower “golden parachute” risk), while multi-year RSU vesting and DEUs create recurring vest events that can prompt tax-related sales; watch vest dates (April 15 and July 1) for potential insider selling pressure .
- Execution track record: 2024 turnaround in profitability, higher Adjusted EBITDA, and strong origination growth provide positive indicators for incentive attainment and value creation continuity under Schmidt’s stewardship .