Kelly Czubak

About Kelly Czubak

Independent Class I director (since 2021), age 44, and current Chair of the Compensation Committee and member of the Audit Committee at UWM. She is Assistant Vice President at First National Bank of America (whole loan acquisitions), with prior roles in residential loan origination and as an annuity specialist; B.A. in Human Services from Michigan State University. The Board cites her mortgage industry experience across originations and resale markets as core qualifications .

Past Roles

External Roles

Board Governance

• Independence and tenure: The Board determined Ms. Czubak is independent under NYSE rules; Director since 2021 and a Class I nominee with term to 2028 if elected .
• Committee assignments: Compensation Committee (Chair) and Audit Committee (member). Audit Committee comprises independent directors; Verdun is audit chair and “financial expert” .
• Meeting cadence and attendance: Board met 5 times in 2024; Audit met 4; Compensation met 2. Each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
• Executive sessions: Independent directors generally hold an executive session at each regular Board meeting; Robert Verdun presided over each executive session in 2024 .
• Board structure and controlled company status: UWM is a “controlled company” under NYSE rules (SFS Corp./Mat Ishbia control a majority of voting power); exemptions used include allowing non-independent members on the Compensation Committee and no separate nominating committee; no lead independent director given controlled status .

Fixed Compensation (Director)

Notes: Non-employee director compensation structure for 2024 includes the cash elements above; no explicit committee chair fee is disclosed in the proxy .

Performance Compensation (Director)

No performance-based equity (e.g., PSUs) or options are disclosed for directors; annual director equity is time-based and immediately vests .

Other Directorships & Interlocks

• Compensation Committee interlocks: UWM discloses no interlocks; in 2024 the Compensation Committee consisted of Kelly Czubak (Chair), Robert Verdun, and Mat Ishbia. Because the CEO serves on the committee, an independent subcommittee (Czubak and Verdun) sets CEO compensation .

Expertise & Qualifications

• Mortgage industry: Significant experience in originations and whole-loan resale supports underwriting, capital markets, and incentive design oversight .
• Leadership/comp oversight: Chairs the Compensation Committee; participates in pay philosophy, KPI selection, and risk assessment related to compensation .
• Education: B.A., Michigan State University (Human Services) .

Equity Ownership

Note: Large-scale pledge activity pertains to SFS Corp./Mat Ishbia, not to Ms. Czubak (841,218,503 shares of Class D pledged), but is a systemic governance risk for the company rather than person-specific .

Governance Assessment

• Strengths

  • Independent director with mortgage market expertise; chairs Compensation Committee and serves on the Audit Committee, both critical for oversight in a cyclical, regulated industry .
  • Documented attendance threshold met (≥75%); Board and committees met regularly (Board 5; Audit 4; Comp 2) with independent executive sessions at regular meetings, enhancing oversight .
  • Director pay structure is modest relative to many peers (cash $132k; equity $25k) and includes equity grants to align interests; anti-hedging policy enhances alignment .
  • Say-on-Pay support was >99% at the 2024 annual meeting, signaling broad shareholder acceptance of executive pay design that the Compensation Committee oversees .

• Key risks and red flags to monitor

  • Controlled company governance: UWM relies on NYSE exemptions (e.g., CEO on Compensation Committee; no nominating committee; no lead independent director), concentrating influence and potentially weakening minority shareholder protections. The independent subcommittee addresses CEO pay, but structural risk remains .
  • Related-party transactions with controlling shareholders (e.g., campus leases ~$19.5M 2024; legal fees to firm of a director ~$0.6M; aircraft usage ~$0.2M to Ishbia entities) require robust Audit Committee scrutiny to avoid conflicts; Ms. Czubak’s Audit Committee role is central here .
  • Significant share pledging by the controller (SFS Corp./Mat Ishbia) introduces potential overhang and margin-call risk; while not tied to Ms. Czubak, it elevates overall company governance risk .

Overall, Ms. Czubak brings relevant mortgage and compensation oversight expertise, and her committee roles are aligned with investor priorities on pay and audit oversight; however, UWM’s controlled-company framework and recurring related-party arrangements heighten the importance of her independence and committee leadership for maintaining investor confidence .

Appendix: Board/Committee Snapshot (for context)