John Lee

About John Lee

John Lee, age 56, is an independent Class I director of loanDepot, Inc. (LDI) serving since April 2022. He previously served as LDI’s Chief Analytics Officer (2014–2021) and CFO (2009–2014). He holds a BA in Economics from the University of Rochester (certificate in Accounting & Finance) and an MBA in Finance from The Ohio State University (Weidler Scholar; Beta Gamma Sigma). He is standing for re-election at the 2025 annual meeting; the Board has determined he is independent (with committee independence effective April 2, 2025).

Past Roles

External Roles

Board Governance

• Board structure and independence
  • Classified Board: John Lee is a Class I director; term to 2028 if re-elected. Board size to reduce from 8 to 7 at the 2025 meeting.
  • Controlled company under NYSE: not required to have majority independent directors; audit committee fully independent.
  • Lead Independent Director: None; Stockholders Agreement specifies no LID without Hsieh Stockholders’ approval.
  • Executive sessions: Independent directors met in at least one executive session in 2024.
• Committee assignments (current)
  • Compensation Committee (member; independence effective April 2, 2025).
  • Nominating & Corporate Governance Committee (member; independence effective April 2, 2025).
• Attendance and engagement
  • 2024 meetings: Board 14; Audit 4; Compensation 5; Nominating & Corporate Governance 4. Each director attended ≥75% of applicable meetings.
• Independence determination
  • Board considered prior employment (2009–2021) and designation under Stockholders Agreement; determined John Lee independent.

Fixed Compensation

• Non-Employee Director Compensation Policy (unchanged since 2022): $250,000 annual board retainer (50% cash / 50% RSUs), plus chair fees (Audit $25k; Compensation $20k; Nominating & Governance $15k), $75k for Lead Independent Director (if any), and $25k if serving on >2 committees.
• 2024 Actuals for John Lee:

• Director compensation cap under 2021 Omnibus Incentive Plan (as amended): ≤$600,000 grant-date fair value per fiscal year per director (≤$1,000,000 in first year).

Performance Compensation

• Structure: Annual director equity is time-vested RSUs; no performance-based metrics for director equity disclosed.
• 2024 Grants and vesting:

No options or PSUs disclosed for John Lee as a director in 2024.

Other Directorships & Interlocks

• Stockholders Agreement: Hsieh Stockholders designated John Lee (Class I) and retain certain committee designation rights; no LID without Hsieh Stockholders’ approval. Governance influence noted.
• Amended and Restated Cooperation Agreement (Mar 6, 2025): Hsieh Stockholders agreed to support John Lee’s re-election at 2025 meeting; standstill extended.

Expertise & Qualifications

• Skills matrix: Executive leadership; entrepreneurial development & strategy; financial & audit; specific mortgage & lending; technology/cyber & innovation; risk & compliance; human capital management.
• Education: BA Economics (University of Rochester; certificate in Accounting & Finance); MBA Finance (Ohio State; Weidler Scholar; Beta Gamma Sigma).
• Mortgage and capital markets credibility: Prior roles at Countrywide, CIBC FIG, LendingTree/Home Loan Center.

Equity Ownership

No director-specific stock ownership guidelines disclosed in the proxy; none cited for John Lee. (Not disclosed in document.)

Insider Trades (Section 16)

Note: Specific Form 4 transaction details for John Lee are not summarized in the proxy; refer to current SEC filings for up-to-date transactions.

Governance Assessment

• Strengths
  • Domain expertise in mortgage analytics/finance and deep company knowledge bolsters Compensation and Nominating & Governance oversight.
  • Independence affirmed despite prior employment and designation under Stockholders Agreement; committee independence effective April 2, 2025.
  • Solid engagement: Board/committee activity robust (14/4/5/4 meetings) and ≥75% attendance threshold met.
  • Alignment mechanisms: 50% of director retainer in RSUs; anti-hedging/pledging policy.
• Potential Risks/Red Flags
  • Controlled company governance: Board not majority independent; no Lead Independent Director as a matter of agreement with Hsieh Stockholders—can constrain independent oversight optics.
  • Nomination dynamics: John Lee designated by Hsieh Stockholders and supported by 2025 Cooperation Agreement, which may raise independence-perception concerns despite formal independence.
  • Prior executive roles at LDI affiliates (2009–2021) could be viewed as a lingering tie, though explicitly considered in independence determination.

Additional Context

• Say-on-Pay support: 98.7% approval in prior year (2023 exec comp), signaling strong shareholder support for compensation programs (context for governance climate).

No director-specific severance, change-in-control terms, or director stock ownership guidelines disclosed for John Lee in the proxy. Where data are not disclosed above, the proxy did not provide specifics.