Andrew Dodson
loanDepotAbout Andrew Dodson
Andrew Dodson, age 47, is a Class II director of loanDepot, Inc. (LDI), serving since February 2021; he has also served as a director of the company or its affiliate since 2009. He is a Managing Partner at Parthenon Capital and previously worked at Bain & Co., Enron Corporation, and Trilogy, Inc. He holds a B.A. from Duke University and an MBA from Harvard Business School. The Board’s skills matrix attributes to Dodson strengths in executive leadership, strategy, financial/audit, mortgage lending, and technology; he is classified as non‑independent with a current LDI board tenure of four years and no other public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| loanDepot, Inc. / loanDepot.com, LLC | Director | Director since Feb 2021 at LDI; director of LDI or affiliate since 2009 | Class II director; term ends 2026; no committee memberships |
| Parthenon Capital | Managing Partner | Since 2005 | Private equity sponsor to LDI; Parthenon Stockholders have director designation and governance rights via Stockholders Agreement |
| Bain & Co. | Consultant | Not disclosed | Focused on M&A, cost control, corporate strategy for middle-market tech companies |
| Enron Corporation | Financial Analyst (retail group) | Not disclosed | Finance experience, retail group specialization |
| Trilogy, Inc. | Business Development | Not disclosed | Enterprise software; business development focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parthenon Capital | Managing Partner | Since 2005 | Parthenon Stockholders hold 42.0% combined voting power at LDI; designation rights over board seats and certain committees per Stockholders Agreement |
| Other public company boards | None | — | No other public company directorships reported |
Board Governance
- Independence: Non‑Independent director; designated by Parthenon Stockholders under Stockholders Agreement.
- Committee assignments: None.
- Class/Term: Class II; term expires at the 2026 annual meeting.
- Attendance: The Board held 14 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Controlled company status: LDI is a “controlled company” under NYSE rules due to Hsieh Stockholders’ >50% voting power; not required to have a majority independent board nor fully independent nominating/compensation committees (though current committee membership is independent). No lead independent director per Stockholders Agreement without Hsieh Stockholders’ consent.
- Expertise noted by Board: Executive leadership; strategy; financial/audit; mortgage/lending; technology.
Fixed Compensation
| Component | Amount/Detail | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $125,000 (50% of $250,000) | N/A | Standard policy: $250,000 annual, paid 50% cash / 50% RSUs |
| Annual director RSU grant | 60,386 RSUs; grant-date fair value $124,999 | Vests in equal installments on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025 | Granted June 6, 2024 under 2021 Plan; RSU fair value based on $2.07 closing price at grant |
| Committee chair fees | None | — | Dodson holds no chair roles; policy: $25k Audit Chair, $20k Compensation Chair, $15k Nominating Chair; $75k Lead Independent Director |
| Additional committee load fee | None | — | Additional $25k only if member sits on more than two committees; not applicable |
Performance Compensation
| Performance-linked element | Metric(s) | Award Detail | Status |
|---|---|---|---|
| Director equity tied to performance | None disclosed | Annual director equity is time-vested RSUs; no options/PSUs for non-employee directors reported | Time-based vesting only for directors per policy |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None. |
| Sponsor representation | Parthenon Stockholders designate directors (including Dodson) while holding threshold voting power; have governance rights including committee designation (M&A/capital markets), registration rights, and Tax Receivable Agreement participation. |
| Combined voting power | Parthenon Stockholders: 42.0% combined voting power (Class A, Class C, Class D). |
Expertise & Qualifications
- Executive leadership; entrepreneurial development and strategy; financial and audit; specific mortgage and lending experience; technology/cyber/innovation (per Board skills matrix). Tenure indicated as 4 years.
Equity Ownership
| Item | Detail |
|---|---|
| Personal beneficial ownership (Andrew Dodson) | Not separately reported; his 2024 director stock awards are assigned to PCP Managers GP, LLC for the benefit of PCP Managers, L.P., and he disclaims all right, title and interest in the stock awards. |
| Parthenon group ownership | Class A: 4,266,931 (3.9%); Class C: 3,388,886 (2.8%); Class D: 97,026,671 (100% of Class D); combined voting power: 42.0%. |
| Hedging/pledging policy | Company prohibits hedging and pledging of LDI stock by directors, executives, and employees; no margin accounts. |
Governance Assessment
- Committee engagement and independence: Dodson holds no committee assignments; he is non‑independent and serves as a representative of Parthenon, which may constrain perceived independence and direct involvement in audit/comp/nom‑gov oversight.
- Alignment and incentives: His annual director RSUs are assigned to PCP Managers GP, LLC for PCP Managers, L.P., with Dodson disclaiming interest—reducing direct personal “skin‑in‑the‑game” and aligning equity compensation with the sponsor rather than the individual. This is a potential alignment concern.
- Controlled company and leadership structure: Absence of a lead independent director under the Stockholders Agreement, combined with controlled company exemptions, concentrates influence and may weaken independent board leadership—a structural governance risk for minority investors.
- Sponsor rights and related-party exposure: Parthenon’s designation rights and participation in the Tax Receivable Agreement (TRA) create ongoing economic ties with LDI; the TRA may result in substantial future payments and liquidity impacts, raising conflict-of-interest sensitivity when sponsor‑affiliated directors participate in strategic decisions.
- Attendance and basic governance hygiene: Board/committee meeting cadence in 2024 and directors’ ≥75% attendance support baseline engagement; anti‑hedging/pledging policy and timely Section 16 filings (no Dodson issues noted) are positives.
RED FLAGS
- Non‑independent, sponsor‑affiliated director with no committee assignments, limiting formal oversight roles.
- Director RSUs assigned to sponsor affiliate with disclaimed personal interest—weakens direct ownership alignment.
- Concentrated control and Stockholders Agreement constraints, including no lead independent director without sponsor consent.
- TRA obligations with sponsor beneficiaries that can accelerate and impact liquidity—heightened conflict sensitivity.