Joseph Grassi
loanDepotAbout Joseph Grassi
Joseph Grassi, age 62, is loanDepot’s Chief Risk Officer (since 2022), overseeing enterprise risk management and compliance across the firm. He previously served as General Counsel and CRO at Celebrity Home Loans (2021–2022), CRO at Guaranteed Rate (2020), Principal Deputy General Counsel at HUD (2018–2020), EVP/General Counsel at Prospect Mortgage (helped lead sale to HomeBridge in 2017), and held senior legal roles over ~20 years at Fannie Mae, ultimately serving as Interim General Counsel; he holds a JD and BS from Villanova University . Company performance context during his tenure: loanDepot reported net losses in FY22–FY24 and TSR declined since 2021, though management achieved a key milestone of positive adjusted net income in Q3 2024 that triggered PSU vesting for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| loanDepot, Inc. | Chief Risk Officer | 2022–present | Leads enterprise risk and compliance programs |
| Celebrity Home Loans | General Counsel & CRO | 2021–2022 | Led legal and risk functions at mortgage lender |
| Guaranteed Rate | Chief Risk Officer | 2020 | Oversaw risk in a high-volume origination environment |
| U.S. HUD | Principal Deputy General Counsel | 2018–2020 | Senior legal leadership in federal housing policy |
| Prospect Mortgage | EVP & General Counsel | To 2017 | Helped lead sale to HomeBridge Financial in 2017 |
| Fannie Mae | SVP & Deputy GC; Interim GC | ~1994–2014 (SVP/DGC 2008–2014; later Interim GC) | Senior legal oversight and industry/government relations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Department of Housing and Urban Development | Principal Deputy General Counsel | 2018–2020 | Legal leadership impacting national housing programs |
Fixed Compensation
- Compensation for Joseph Grassi is not disclosed; the proxy presents detailed pay only for NEOs (Martell, Hayes, Walsh) . Company-wide compensation philosophy emphasizes median-of-market positioning, heavier incentive weighting for senior roles, and no NEO base salary increases in 2024 given market conditions .
Performance Compensation
- Not disclosed for Joseph Grassi. For context, the company’s NEO equity program in 2024–2025: 50% RSUs and 50% PSUs for NEOs (other execs: 75% RSUs/25% PSUs), with 2024 PSUs tied to achieving one quarter of positive adjusted net income (certified for Q3 2024; one-third vested then, remaining scheduled for 2026 and 2027), and 2025 PSUs tied to sustaining positive adjusted net income and customer satisfaction .
Equity Ownership & Alignment
- Beneficial ownership: Grassi’s individual holdings are not separately disclosed; the beneficial ownership table covers directors and NEOs, plus a pooled “other executive officers” bucket with rights to convert 1,598,390 Class C shares to Class A within 60 days, but without individual breakout .
- Hedging/pledging policy: Executives are prohibited from hedging loanDepot stock, holding shares in margin accounts, or pledging shares as collateral—reducing misalignment and leverage-related selling risk .
- Clawback policy: NYSE Rule 303A.14-compliant clawback applies to executive officers for three prior fiscal years in the event of an accounting restatement, and Sarbanes-Oxley §304 reimbursement may apply to CEO/CFO in case of misconduct-related restatements .
Governance and Ownership Structure (alignment context)
| Holder/Group | Class A Owned (#, %) | Class C Owned (#, %) | Combined Voting Power (%) |
|---|---|---|---|
| Hsieh Stockholders | 10,262,783; 9.4% | 118,751,788; 97.2% | 50.1% |
| Parthenon Stockholders | 4,266,931; 3.9% | 3,388,886; 2.8% | 42.0% |
| Vanguard Group | 5,799,197; 5.3% (Class A) | — | — |
- Controlled company: Hsieh holds >50% voting power; loanDepot relies on NYSE “controlled company” exemptions (e.g., not required to have a majority independent board) .
Equity Plan and Potential Dilution
| Item | Detail |
|---|---|
| 2021 Omnibus Plan Share Pool (post Third Amendment) | 58,597,820 shares reserved; Board seeks to add 15,000,000 Class A shares (~14% of Class A outstanding as of Apr 9, 2025) to support future awards . |
| Outstanding Awards at 12/31/24 | RSUs/PSUs/NQSOs outstanding: 23,757,218 equivalents (weighted avg exercise price $1.82 for options) . |
Employment Terms
| Term | Detail |
|---|---|
| Start date at loanDepot | Chief Risk Officer since September 2022 . |
| Employment agreement | Not disclosed for Grassi; NEO agreements include at-will terms and severance/change-of-control mechanics, but Grassi is not covered in NEO disclosures . |
| Non-compete/solicit | Company discloses standard covenants (innovation assignment, confidentiality, non-disparagement, customer/employee non-interference) in NEO agreements; Grassi’s specific covenants not disclosed . |
| Clawback | Applies to executive officers per NYSE 303A.14 policy . |
| Anti-hedging/pledging | Prohibited for executives (no margin accounts, no pledging) . |
Performance & Track Record
- Company TSR and net income during Grassi’s tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR proxy measure) | $35.06 | $74.79 | $43.34 |
| Net Income (Loss) ($) | (610,385,250) | (235,512,810) | (202,150,970) |
- Milestone relevant to incentive design: Company achieved positive adjusted net income in Q3 2024; PSUs for NEOs were earned (one-third vested immediately; remainder scheduled in 2026 and 2027) .
Compensation Committee & Say-on-Pay (context)
- Compensation consultant: Semler Brossy engaged by the Compensation Committee; CEO and CHRO provide input; committee comprised of independent directors (as of April 2, 2025) .
- Say-on-Pay: Prior year (2023 compensation) received ~98.7% approval, indicating strong shareholder support for pay programs .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces alignment risk .
- Clawbacks: Robust recovery mechanisms under NYSE and SOX .
- Section 16 compliance: One late Form 4 in 2024 for Jeff Walsh due to admin error; no delinquency noted for Grassi .
- Controlled company governance: Reduced independence requirements; board designation rights under Stockholders Agreement may influence committee composition and leadership transitions .
Investment Implications
- Limited visibility: Grassi is an executive officer but not an NEO, so individual compensation, equity grants, and severance/change-of-control terms are not disclosed—reducing granularity for pay-for-performance and retention risk analysis .
- Alignment safeguards: Company-wide anti-hedging/pledging and clawback policies materially lower misalignment and abuse risk for all executive officers, including Grassi .
- Governance concentration: Hsieh’s control and designation rights, plus “controlled company” status, concentrate governance power; compensation policy continuity appears strong given high say-on-pay support, but investor scrutiny should remain high on risk oversight given Grassi’s remit and the firm’s cyclical exposure .
- Dilution and incentives: The proposed 15M share increase and large equity pool underscore continued reliance on stock-based pay; while this aligns executives to long-term outcomes, investors should monitor dilution and performance gates (e.g., adjusted net income and customer satisfaction) to ensure incentives drive durable profitability rather than short-term targets .