Darren Graeler

About Darren Graeler

Chief Accounting Officer at loanDepot (LDI) since 2023; previously Senior Vice President, Corporate Accounting (2018–2023). Age 57, responsible for financial and accounting operations, SEC reporting, and tax; began career in KPMG’s assurance practice; BS in Accounting from California State University, Long Beach; licensed CPA (inactive) in California . Company performance context during his tenure: 2024 net loss of $202.2M and TSR value of $43.34 on a $100 initial investment, with positive adjusted net income achieved in Q3’24 per Compensation Committee certification .

Past Roles

External Roles

No current external public company directorships or committee roles disclosed in the executive biography sections of the 2024–2025 proxies .

Fixed Compensation

Specific pay details (base salary, bonus targets/actuals) for Darren are not disclosed; LDI reports compensation for named executive officers (NEOs) only, and Darren is not listed among NEOs in 2024–2025 proxies .

Performance Compensation

• Equity award details, performance metrics, and vesting schedules for Darren are not disclosed; equity and bonus structures discussed in the proxies apply to NEOs (RSUs/PSUs mix, discretionary bonuses tied to company priorities) .
• As an executive officer, Darren is subject to LDI’s NYSE Rule 10D-1 compliant clawback policy for excess incentive compensation over the three prior fiscal years in case of a restatement; SOX 304 reimbursements may apply to CEO/CFO in misconduct-related restatements .

Equity Ownership & Alignment

• Beneficial ownership tables (2024, 2025) do not list Darren individually; he is not identified among named holders or those with near-term RSU/option vesting in footnotes .
• LDI prohibits executives from hedging (derivatives, short sales, publicly traded options), holding stock in margin accounts, or pledging stock as collateral—reducing misalignment/forced selling risk .
• LDI’s structure includes Trilogy Entities and exchangeable Holdco Units for certain continuing members; Anthony Hsieh controls Trilogy Entities’ Class C voting, with exchange rights; this can create complex ownership/voting dynamics (not specifically tied to Darren) .

Employment Terms

No individual employment agreement, severance schedule, non-compete/non-solicit, or consulting arrangements are disclosed for Darren; such contracts are detailed only for NEOs (Martell, Hayes, Walsh) in the proxies .

Investment Implications

• Alignment and retention: Lack of disclosed CAO compensation/ownership limits pay-for-performance assessment; nonetheless, anti-hedging/pledging and clawback policies strengthen alignment and reduce hedging/pledging-driven selling risk .
• Governance/oversight: Controlled company status (majority voting power held by Hsieh Stockholders) reduces requirements for majority independent board and fully independent nominating/comp committees; however, current audit committee is fully independent and Compensation Committee now composed of directors deemed independent (April 2025) .
• Incentive dilution: 2025 proposal to add 15,000,000 Class A shares to the 2021 plan (~14% of Class A outstanding) increases equity capacity for retention but raises dilution risk for shareholders; total share pool would reach 58,597,820 with evergreen through 2031 .
• Financial reporting quality: Audit fees and audit-related fees disclosures reflect reconciliation related to the first-quarter 2024 cybersecurity incident; heightened audit focus and expense may persist, underscoring the importance of the CAO’s control environment .
• Say-on-Pay signaling: 98.7% 2023 Say-on-Pay approval indicates broad investor support for compensation design; while not specific to Darren, it signals investor acceptance of LDI’s broader pay philosophy .
• Execution context: LDI achieved positive adjusted net income in Q3’24, with Compensation Committee certifying PSUs; 2024 net loss and subdued TSR show cyclicality and margin pressure in mortgage markets—placing emphasis on the CAO’s role in accurate reporting, control, and cost discipline .

Compensation Committee Analysis

• Members and independence: Compensation Committee currently includes John Lee, Dawn Lepore (Chair), and Steven Ozonian; as of April 2, 2025, all are determined independent under NYSE standards .
• Consultant: Semler Brossy engaged to advise on market practices and program design; committee retains the consultant directly and assessed independence with no conflicts .

Say-On-Pay & Shareholder Feedback

• Say-on-Pay 2023 approval: Approximately 98.7% approval of NEO compensation; committee noted strong shareholder support for incentive-aligned pay and continued design philosophy .

Equity Ownership & Alignment (Company Policies)

• Anti-hedging/pledging/margin prohibitions for directors, executives, and employees .
• Clawback policy compliant with NYSE Listing Standard 303A.14 for executive officers .

Employment Terms (Company-Level References)

• Code of Ethics and Corporate Governance Guidelines underpin executive conduct and governance framework .

Performance Context (Company-Level)

• Pay versus performance data shows 2024 net loss of $202,150,970 and TSR value of $43.34; 2023 net loss $235,512,810 and TSR $74.79; reflects cyclicality and reset phase amid Vision 2025 initiatives (cost reductions, margin improvement) .
• Compensation Committee certified achievement of positive adjusted net income in Q3’24 for PSU performance .

Investment Implications

• Overall: Darren’s accountability for reporting/controls in a controlled-company governance context, with strong anti-hedging/pledging and clawback guardrails, supports alignment but opacity on his individual pay/ownership limits direct signal analysis; dilution proposals expand retention capacity but weigh on shareholder value if not matched by sustained profitability .