Dawn Lepore
loanDepotAbout Dawn Lepore
Independent director at loanDepot, Inc. (LDI) since February 2021; previously director of loanDepot.com, LLC since July 2015. Age 71, B.A. from Smith College. She is Chair of the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees; the Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| drugstore.com, inc. | Chair and Chief Executive Officer | 2004–2011 | Led sale to Walgreen Co. |
| Prosper Marketplace, Inc. | Interim Chief Executive Officer | Mar 2012–Jan 2013 | Oversaw peer-to-peer lending operations |
| The Charles Schwab Company | Various leadership positions | ~21 years | Senior technology and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accolade, Inc. (Nasdaq: ACCD) | Director | 2019–present | Care delivery and navigation services |
| RealNetworks, Inc. | Director | 2013–2022 | Prior public board service |
| Prior public boards | Director | Various | Coupons.com, AOL Inc., The TJX Companies, eBay Inc., The New York Times Company, drugstore.com, Wal-Mart Stores Inc. |
Board Governance
| Attribute | Details |
|---|---|
| Committee memberships | Audit; Compensation (Chair); Nominating & Corporate Governance |
| Chair roles | Compensation Committee Chair |
| Independence status | Independent director under NYSE standards |
| Board/committee meetings in 2024 | Board: 14; Audit: 4; Compensation: 5; Nominating: 4 |
| Attendance | Each director attended ≥75% of Board and committee meetings in 2024; all continuing directors attended the 2024 annual meeting |
| Lead Independent Director | None; Executive Chair presides; independent directors held at least one executive session in 2024 |
| Controlled company | LDI is a NYSE “controlled company” and does not have a majority independent board; audit/comp committees meet independence requirements |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Lepore) | $185,000 | As reported for fiscal 2024 |
| 2024 Stock Awards (Lepore) | $124,999 | Grant date fair value of RSUs |
| 2024 Total (Lepore) | $309,999 | Sum of cash and stock awards |
| Policy: Annual Board retainer | $250,000 | 50% cash ($125,000) + 50% RSUs ($125,000 grant-date FMV), vests quarterly |
| Policy: Committee chair fees | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 | |
| Policy: Additional committee load | +$25,000 if >2 committees (excluding special committees) | |
| 6/6/2024 RSU grant | 60,386 RSUs per director | Vest on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025 |
| Director comp cap (Amended Plan) | $600,000 (initial year $1,000,000) | Aggregate grant-date value cap with other board comp per fiscal year |
Performance Compensation (Committee Program Oversight)
| Program Year | Instrument | Metric | Target/Design | Vesting |
|---|---|---|---|---|
| 2024 NEO PSUs | PSUs | Achieve one quarter of positive adjusted net income | Annual awards based on 2023 performance (50% RSUs / 50% PSUs) | One-third vests at achievement; remaining thirds on second and third anniversaries of grant (April 15, 2026 and April 15, 2027) |
| 2025 NEO PSUs | PSUs | Sustained profitable adjusted net income and high customer satisfaction | Annual awards based on 2024 performance (50% RSUs / 50% PSUs for NEOs) | Multi-year vesting to encourage sustainability |
| 2024 Annual Incentive Funding | Cash bonus pool | Board/Comp Committee assessment across Growth (Organization 2025), Operational Excellence, Financial/Governance | Funded at 65% of target; individual outcomes varied |
| NEO 2024 Bonuses | Target Bonus | Actual Bonus | % of Target |
|---|---|---|---|
| Frank Martell | $1,800,000 | $1,170,000 | 65% |
| David Hayes | $700,000 | $550,000 | 79% |
| Jeff Walsh | $1,500,000 | $850,000 | 57% |
Other Directorships & Interlocks
- Current: Accolade, Inc. (public)
- Prior: RealNetworks and multiple large-cap issuers; no disclosed related-party transactions involving Lepore with LDI –.
Expertise & Qualifications
| Skill Area | Alignment |
|---|---|
| Executive Leadership | Yes |
| Public Company Governance | Yes |
| Financial & Audit | Yes |
| Technology/Cyber/Innovation | Yes |
| Risk & Compliance | Yes |
| Human Capital Management | Yes |
| Sustainability/Corporate Responsibility | Yes |
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs vesting within 60 days | Class C shares convertible to Class A within 60 days | Notes |
|---|---|---|---|---|---|
| Dawn Lepore | 371,728 | <1% | 15,097 | 147,130 (subject to Board approval on conversion) | Hedging and pledging of LDI stock prohibited by Insider Trading Policy |
Compensation Committee Analysis
- Composition: All members independent; current members John Lee (independent effective April 2, 2025), Dawn Lepore (Chair), Steven Ozonian; all qualify as non-employee directors under Rule 16b-3 .
- Consultant: Semler Brossy engaged directly by the Committee; independence assessed—no conflicts of interest .
- Shareholder feedback: Say-on-Pay passed with ~98.7% approval in 2024, reinforcing pay-for-performance approach .
Governance Assessment
-
Strengths:
- Independent director with deep operating and tech experience; chairs Compensation Committee and sits on Audit and Nominating—strong cross-committee engagement –.
- Robust anti-hedging/pledging policy; executive clawback policy compliant with NYSE Rule 303A.14 .
- Committee uses independent compensation consultant; recent PSU metrics tied to profitability and customer satisfaction suggest alignment with performance .
-
Risks and RED FLAGS:
- Controlled company status; Board not majority independent; no Lead Independent Director—elevated governance risk and concentration of influence with founder under Stockholders Agreement .
- Cooperation Agreement grants founder influence over nominations (including Lepore’s re-nomination), which may constrain independent refresh dynamics .
- Ongoing Tax Receivable Agreement could pressure liquidity under certain scenarios (e.g., change of control), though not directly attributable to Lepore; relevant to compensation/dilution oversight –.
-
Attendance/Engagement: Board and committees met frequently in 2024; Lepore met ≥75% attendance threshold; continued service signals engagement .
-
Director Pay Structure: Cash/equity mix broadly market-aligned; additional fees for chair roles and heavy committee load; 2024 RSUs granted and vesting schedule transparent .
Related Party & Conflicts Check
- No related-party transactions disclosed for Lepore; Section 16 compliance shows timely filings by directors, with a noted late Form 4 for Jeff Walsh due to administrative error (not Lepore) .
Policy References and Controls
- Insider Trading Policy: Prohibits hedging, short sales, publicly traded options, margin accounts, and pledging of LDI stock .
- Clawback: Executive officer clawback aligned with NYSE Rule 303A.14 and SOX Section 304; reinforces pay recoupment mechanisms (executive-focused) .
Shareholder Authorization Context
- 2025 proposal to add 15,000,000 shares to the 2021 Omnibus Plan (≈14% of Class A outstanding as of April 9, 2025), with director compensation cap and evergreen provisions—important dilution and governance oversight area for Compensation Committee .