Steven Ozonian
loanDepotAbout Steven Ozonian
Steven Ozonian (age 69) is an independent director of loanDepot, Inc. (LDI), serving since April 2023; he is Audit Committee Chair and a member of the Compensation Committee, with his Class II term ending at the 2026 annual meeting . He is CEO of Williston Financial Group (WFG) since 2017 and has been on WFG’s Board since 2011; he is also the Lead Independent Director of LendingTree, Inc. (Nasdaq: TREE) . The Board has determined Ozonian is independent under NYSE standards, and he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williston Financial Group | Chief Executive Officer | 2017–present | CEO oversight of title/settlement services |
| Realtor.com | Chief Executive Officer | n/a (not disclosed) | Led real estate listing platform |
| Prudential’s real estate and related businesses | Chairman & CEO | n/a (not disclosed) | Leadership of brokerage/services |
| Bank of America | National Homeownership Executive | n/a (not disclosed) | Homeownership strategy/operations |
| LendingTree’s RealEstate.com | CEO | n/a (not disclosed) | Led proprietary full-service brokerage |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LendingTree, Inc. (Nasdaq: TREE) | Lead Independent Director | 2011–present | Board leadership at online financial services marketplace |
| Global Mobility Solutions | Director (private) | n/a | Board service |
| Attom Data | Director (private) | n/a | Board service |
| Inside Real Estate | Director (private) | n/a | Board service |
| Xactus | Director (private) | n/a | Board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member) .
- Independence: Board determined Ozonian is independent; Audit Committee is fully independent; Ozonian designated audit committee financial expert .
- Attendance: In 2024, the Board held 14 meetings; Audit 4, Compensation 5, Nominating 4; each director attended at least 75% of total Board and committee meetings; independent directors met in at least one executive session .
- Board structure: LDI is a “controlled company” under NYSE rules (majority voting power held by Hsieh Stockholders); not required to have a majority of independent directors; no Lead Independent Director by Stockholders Agreement .
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Ozonian) |
|---|---|---|
| Annual Board retainer (cash + equity) | $250,000 total; 50% cash, 50% RSUs ($125,000 FV), RSUs vest quarterly | Cash: $139,217; Stock awards (grant-date FV): $124,999; Total: $264,216 |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000 | Audit Chair eligible for $25,000 per policy |
| Lead Independent Director fee | $75,000 (not applicable at LDI) | n/a |
| “More than two committees” add-on | +$25,000 if >2 committees (excl. special) | n/a |
Note: Ozonian’s 2024 cash fees reflect actual timing/roles; amounts are per proxy table .
Performance Compensation
| Item | Terms |
|---|---|
| Director RSU grant (2024) | 60,386 RSUs granted June 6, 2024; vest in equal installments on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025 |
| Valuation basis | Grant-date FV for directors based on $2.07 closing price on 6/6/2024; Ozonian stock awards FV: $124,999 |
| Performance metrics | None disclosed for non-employee directors; RSUs are time-vested (no PSU metrics for directors) |
Other Directorships & Interlocks
| Company | Industry Link to LDI | Potential Interlock/Conflict |
|---|---|---|
| LendingTree, Inc. | Online marketplace for financial services (LDI participates in mortgage lending industry) | No specific related-party transactions with LendingTree disclosed; general industry adjacency |
| Williston Financial Group / WFG National Title Insurance Company | Title & settlement services | LDI paid ~$152,000 in 2024 to WFG National Title Insurance Company (affiliate of WFG) for property searches/data; Audit Committee policy covers related-party approvals >$120,000 . Board maintained Ozonian’s independence citing role and low annual amounts vs thresholds . |
Expertise & Qualifications
- Skills: Executive leadership; public company governance; financial/audit; real estate industry; mortgage/lending; technology/innovation; human capital .
- Audit committee financial expert designation .
- Recognitions: Industry awards for service and technology innovation in residential real estate .
Equity Ownership
| Holder | Class A Shares | % Outstanding | RSUs Vesting within 60 Days | Options | Notes |
|---|---|---|---|---|---|
| Steven Ozonian | 119,071 | <1% | 15,097 | n/a | Anti-hedging and anti-pledging policy prohibits hedging/pledging and margin use |
Governance Assessment
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Strengths:
- Independent director leading Audit Committee; designated financial expert—supports oversight of financial reporting, internal controls, and cybersecurity program with regular CISO/CIO updates to Audit and Board .
- High engagement: met attendance thresholds across Board and committees; Board used executive sessions for independent oversight .
- Balanced director pay structure (cash/equity) with defined RSU vesting; director compensation cap under amended plan ($600k; $1,000k in initial year) limits excess .
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Potential concerns and monitoring items:
- Controlled company exemptions reduce independent-majority requirement; no Lead Independent Director per Stockholders Agreement—elevates importance of committee leadership and executive sessions .
- Related-party exposure: LDI paid ~$152,000 to WFG National Title Insurance Company, affiliated with Ozonian’s employer; amount exceeds $120,000 review threshold, but Board affirmed independence given role and de minimis scale relative to entity revenue; continue monitoring for expansion or concentration of such transactions .
- Concentrated voting control and Tax Receivable Agreement dynamics (liquidity implications under certain scenarios) are broader governance risks to monitor, though not specific to Ozonian’s role .
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Shareholder signals:
- Say-on-pay approval ~98.7% for 2023 executive compensation indicates strong investor support for compensation governance; while focused on executives, it reflects broader confidence in Compensation Committee oversight, where Ozonian serves .
Overall, Ozonian’s audit leadership, financial expertise, and industry knowledge bolster board effectiveness; the modest related-party transaction with a WFG affiliate warrants continued Audit Committee scrutiny but is currently framed within policy and independence determinations .