Brian Golson
loanDepotAbout Brian Golson
Brian P. Golson (age 54) is a Class III, non‑independent director of loanDepot (LDI) designated by Parthenon Capital; he has served on LDI’s board since February 2021 and previously served on the board of the affiliate loanDepot.com, LLC since 2009. He is Co‑CEO and Managing Partner of Parthenon Capital; earlier roles include CFO/VP Operations at Everdream (sold to Dell), leadership at Prometheus Partners, and M&A at GE Capital. He holds a BA in Economics from the University of North Carolina at Chapel Hill and an MBA from Harvard Business School . His current LDI board term ends at the 2027 annual meeting; he holds no committee assignments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parthenon Capital | Co‑CEO and Managing Partner | 2002–Present | Private equity sponsor; major LDI stockholder with designation rights; Golson serves as a Parthenon designee on LDI’s board . |
| Everdream | CFO & VP Operations | Pre‑2002 (sold to Dell) | Led finance/operations at IT infrastructure SaaS sold to Dell . |
| Prometheus Partners | Leadership roles | Pre‑2002 | Middle‑market PE; recurring revenue services focus . |
| GE Capital | M&A (Financial services/insurance) | Pre‑2002 | Acquisitions and divestitures experience . |
External Roles
| Organization | Role | Public/Private | Evidence |
|---|---|---|---|
| Parthenon Capital | Co‑CEO and Managing Partner | Private | |
| KBRA (Kroll Bond Rating Agency) | Director | Private | |
| Payroc | Director | Private | |
| Performant Financial Corporation | Director (prior) | Public (prior) | 2004–2019 |
| loanDepot, Inc. | Director | Public | Bio and status |
Board Governance
- Class III director; term expires at 2027 annual meeting; committee memberships: none .
- Non‑independent status. LDI is a “controlled company” under NYSE rules (Hsieh Stockholders hold >50% voting power), and the board does not have a majority of independent directors; audit and key committees remain independent as required .
- Attendance and engagement: In 2024 the board held 14 meetings (Audit 4; Compensation 5; Nominating/Governance 4). Each director attended at least 75% of applicable board/committee meetings; all continuing directors attended the 2024 annual meeting .
- Stockholders Agreement: Parthenon Stockholders may designate two nominees while holding ≥15% voting power (one nominee while ≥5%). Hsieh Stockholders also have designation rights; agreement includes committee designation rights (Hsieh: Compensation, Nominating/Governance; Parthenon: M&A/Capital Markets/similar). Hsieh must serve as Chairman and Class III director while his designation right persists .
- Cooperation Agreement: Amended and restated in March 2025 with Hsieh Stockholders, reinstating standstill/voting obligations through the 2026 nomination window and directing specific nominations; board reduced in size as part of the arrangement .
Fixed Compensation
| Year | Annual Board Retainer – Cash ($) | RSU Grant – Grant Date | RSU Count | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 | 125,000 | Jun 6, 2024 | 60,386 | 124,999 | Quarterly on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025 |
| 2023 | 125,000 | Nov 6, 2023 | 58,685 | 83,333 | Four tranches: Nov 6, 2023; Nov 30, 2023; Feb 28, 2024; May 31, 2024 |
- Policy: Non‑employee director compensation is $250,000 per year (50% cash, 50% RSUs valued at $125,000 on grant date); additional fees: Audit Chair $25k; Compensation Chair $20k; Nominating/Gov Chair $15k; Lead Independent Director $75k; >2 committee memberships add $25k .
- Assignment: Pursuant to Assignment and Acknowledgment Agreements, Golson’s 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 .
Performance Compensation
| Program Element | Performance Metrics | Vesting / Terms | Notes |
|---|---|---|---|
| Director RSUs | None (time‑based) | Quarterly vesting per annual grant schedule | Standard annual grant under Non‑Employee Director Compensation Policy . |
| Options/PSUs (Directors) | Not disclosed for directors | N/A | No option or PSU awards disclosed for non‑employee directors in 2023–2024 tables . |
| Director comp cap (plan) | N/A | Annual cap | Aggregate grant date FV of director awards plus other director comp ≤ $600k ($1.0m in initial service year) . |
No director‑level performance scorecards, revenue/EBITDA/TSR metrics, or option repricings are disclosed for Mr. Golson; director equity is time‑vested RSUs per policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (as disclosed in LDI proxy) . |
| Prior public company boards | Performant Financial Corporation (2004–2019) . |
| Private company/other boards | KBRA and Payroc (director) . |
| Interlocks at LDI | Parthenon is a major stockholder; Golson and Andrew Dodson are Parthenon designees on LDI’s board . Committee designation rights exist under Stockholders Agreement (Parthenon: M&A/Capital Markets; Hsieh: Comp/Nominating) . |
Expertise & Qualifications
- Executive leadership; entrepreneurial strategy; financial and audit; specific mortgage/lending; technology/cyber/innovation; human capital; legal/regulatory/public policy (skills matrix) .
- Tenure on LDI board: 4 years as of proxy; other public company boards: none currently .
Equity Ownership
| Holder/Structure | Class A Owned (# / %) | Class C Owned (# / %) | Class D Owned (# / %) | Combined Voting Power (%) | Notes |
|---|---|---|---|---|---|
| Parthenon Stockholders (aggregate) | 4,266,931 / 3.9% | 3,388,886 / 2.8% | 97,026,671 / 100.0% | 42.0% | Aggregate Parthenon positions and combined voting power; see footnotes . |
| RSUs within 60 days | 30,194 (Class A issuable) | — | — | — | Held in name of PCP Managers GP, LLC for benefit of PCP Managers, L.P. . |
| Brian Golson (individual line) | See Parthenon footnotes | — | — | — | As managing member of PCP Managers GP, LLC/Parthenon affiliate, may be deemed to beneficially own Parthenon securities but expressly disclaims beneficial ownership except to extent of pecuniary interest; director RSUs assigned to PCP Managers GP, LLC . |
No pledging of LDI stock by Mr. Golson is disclosed; no individual direct LDI share count is presented outside of Parthenon structures/assignments .
Insider Trades
| Period Checked | Person Filter | Result |
|---|---|---|
| 2023-01-01 to 2025-11-20 | “Golson” | No Form 4 insider transactions found (insider-trades skill query on 2025-11-20). |
Governance Assessment
- Strengths
- Experienced financial sponsor representative with deep financial, M&A, and operating background; adequate meeting attendance (≥75%) in 2024 .
- All standing committees are independent; audit committee chaired by a financial expert; committee processes and self‑evaluations in place .
- Concerns / Potential Conflicts
- Non‑independent director designated by Parthenon under a Stockholders Agreement that grants material board and committee designation rights; LDI is a controlled company and does not maintain a majority‑independent board .
- Director RSUs are assigned to PCP Managers GP, LLC (for PCP Managers, L.P.), and Golson disclaims personal interest—this reduces direct pay‑for‑performance alignment at the individual director level and underscores sponsor affiliation risk .
- Compensation & Alignment Signals
- Director pay is formulaic ($125k cash + ~$125k RSUs annually); year‑over‑year increase in reported stock award value reflects grant‑date pricing (2023: $83,333 at $1.42 vs 2024: $124,999 at $2.07) rather than policy change .
- RED FLAGS (monitor)
- Structural control dynamics and stockholder designation rights (potential entrenchment, reduced board independence) .
- Sponsor designee with assigned equity awards to sponsor affiliate (alignment and related‑party optics) .
No related‑party transactions directly involving Mr. Golson beyond Parthenon’s disclosed ownership, registration rights, and designation rights; broader related‑party frameworks (Stockholders Agreement; Registration Rights Agreement) are active and material to governance .