Melinda Wilner
About Melinda Wilner
Executive Vice President, Chief Operating Officer and Director at UWM Holdings (UWMC). Age 49; director since 2021; COO since August 2015. Prior roles include Head of Underwriting and Underwriting Manager (2011–2015) and Mortgage Branch Manager/Underwriter at Bank of Ann Arbor (2009–2011). Education: B.A. in Economics, Vanderbilt University. UWMC’s annual incentives are tied to equally weighted operational metrics, with 2024 Captains Plan achievement at 120.97% and a portion paid in RSUs; long-term incentives are funded by 3% of net income via the LTIP pool for NEOs other than the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UWM Holdings/United Wholesale Mortgage | Head of Underwriting; Underwriting Manager | 2011–2015 | Built underwriting capability; operational expertise cited as board qualification |
| Bank of Ann Arbor (Wholesale Division) | Mortgage Branch Manager; Underwriter | 2009–2011 | Wholesale channel experience; underwriting proficiency |
External Roles
No public company directorships or external board roles disclosed for Wilner .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 388,000 | 399,000 | 413,000 |
| Base Salary Set for Year ($) | — | — | 415,000 (effective Feb 10, 2024) |
| Target Bonus ($) | 490,000 | — | 565,950 |
Notes:
- 2024 base salaries for NEOs other than the CEO increased ~4%; Wilner’s set at $415,000 effective Feb 10, 2024 .
- 2024 Captains Plan equity component set at 15% for NEOs (10% for CEO) .
Performance Compensation
Captains Annual Bonus Plan (company-wide operational metrics; equal weighting)
| Item | 2022 | 2024 |
|---|---|---|
| Achievement (%) | ~66% | 120.97% |
| Target Bonus ($) | 490,000 | 565,950 |
| Total Amount Earned ($) | 321,342 | 685,850 |
| Paid in Cash ($) | — (plan paid at 66%; committee granted RSUs to lift to 80% target) | 581,935 |
| Paid in RSUs ($, grant-date FV) | 70,658 (difference between 80% target and 66%, granted 2/15/2023) | 103,915 (granted 2/6/2025; ~1-year vest) |
2024 metric results (each equally weighted): exceeded maximum in People and Broker Channel; met target in Service and Market Share; between threshold/target in Processing Time, Purchase Loan Production, Quality; exceeded target in Compliance and Expense reductions; leadership/NPS/campus visits bonuses hit target/exceeded goals .
Long-Term Incentive Plan (LTIP)
- Design: Pool equals 3% of net income (capped at $30M); CEO excluded; participant shares set and adjustable by the Compensation Committee; payouts vest over four annual installments beginning in the third quarter following the performance year, contingent on continued employment; death may vest up to 50% of unpaid LTIP .
- 2022 earned LTIP (Wilner): $4,341,328 (included within 2022 non-equity incentive compensation) .
Multi-year Compensation Summary (NEO totals)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 388,000 | 399,000 | 413,000 |
| Bonus | — | — | — |
| Stock Awards (FV) | — | 70,658 | 5,173,028 (incl. 8/30/2024 RSUs FV) |
| Non-Equity Incentive | 4,662,670 | 2,369,265 | 2,133,121 |
| All Other Compensation | 57,670 | 21,009 | 5,000 |
| Total Compensation | 5,108,340 | 2,859,932 | 7,724,149 |
Equity Ownership & Alignment
Beneficial Ownership (Class A shares)
| As-of Date | Shares |
|---|---|
| April 14, 2022 | 13,912 |
| April 13, 2023 | 27,062 |
| April 8, 2024 | 52,270 |
| April 7, 2025 | 58,838 |
- Shares outstanding base for % calculations: 200,781,659 Class A and 1,397,782,620 Class D (as of Apr 7, 2025); Wilner’s ownership is <1% of each class .
- Anti-hedging/short-sale policy applies to officers/directors; hedging and certain monetization transactions prohibited .
Outstanding Equity at FYE 2024 (unvested RSUs)
| Grant Date | Units | Vesting | Market Value ($) |
|---|---|---|---|
| 2/9/2024 | 9,371 | 3/1/2025 | 55,008 (5.87 × units) |
| 8/30/2024 | 768,387 | 8/30/2031 | 4,510,432 (5.87 × units) |
- 2024 Stock Vested: 37,012 shares; value realized $253,290; 11,804 shares withheld for taxes .
- 2023 outstanding RSUs included a 2/15/2023 service-based grant vesting 3/2/2024 (part of Captains Plan equity top-up) .
Employment Terms
- No employment or severance agreements in effect for current executive officers; no cash severance/change-in-control payments disclosed for Wilner .
- RSU acceleration: upon change in control or death/disability, all outstanding RSUs vest in full under the 2020 Omnibus Incentive Plan .
- LTIP: earned amounts paid over four installments across subsequent years, subject to continued employment; death may accelerate up to 50% of unpaid LTIP .
Board Governance
- Board service: Class III Director since 2021; committees: None; not labeled as “Independent” (others are explicitly designated), indicating management-director status .
- Director compensation: employee directors (including Wilner) are covered under NEO compensation; non-employee director program includes $120,000 annual retainer, $3,000 per meeting, and annual equity grants (e.g., $25,000 in stock at 2024 annual meeting) .
- Dual-role implications: As COO and director with no committee assignments, Wilner participates in oversight as a management director; independence is structurally limited versus outside directors .
Investment Implications
- Pay-for-performance alignment: Annual incentives are tied to operational metrics (equal weighting); 2024 payout at 120.97% with 15% in RSUs for NEOs, reinforcing short-term execution alignment and modest equity deferral .
- Retention risk and supply overhang: Large August 2024 RSU grant (768,387 units) vesting in 2031 is a long-dated retention anchor; near-term vest (March 1, 2025) is small (9,371 units), implying limited near-term selling pressure from scheduled vesting .
- Ownership alignment: Beneficial ownership has increased over time but remains <1% of Class A; anti-hedging policy strengthens alignment; no pledging disclosed for Wilner (note: significant pledging pertains to SFS Corp/Mat Ishbia, not Wilner) .
- LTIP linkage to profitability: Participation share in a net-income-funded pool creates sensitivity to earnings durability; multi-year payout schedule enhances retention but can defer realized pay in downturns .