Robert Verdun
About Robert Verdun
Independent Class III director of UWM Holdings Corporation since 2021; age 59. Verdun is CEO of Third Wave LLC (since 2016) and previously founded and led Computerized Facility Integration LLC (sold to Newmark; then served as President of Newmark’s Corporate Services division through 2016). He was named Ernst & Young Entrepreneur of the Year in 2014. Core credentials: substantial accounting and finance expertise; designated “audit committee financial expert” by UWMC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Wave LLC | Chief Executive Officer | Oct 2016–present | Consulting to businesses/entrepreneurs |
| Computerized Facility Integration (CFI) | Founder, President & CEO | 1990–2015 | Built and exited to Cantor Fitzgerald’s Newmark Knight Frank (Newmark) |
| Newmark (Cantor Fitzgerald) | President, Corporate Services | 2015–2016 | Led corporate services post-acquisition |
| Slang Worldwide Inc. (TSX:SLNG) | Director (public company) | Jul 2020–Nov 2021 | Prior public directorship |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Third Wave LLC | CEO | Private | Consulting firm leadership |
| Slang Worldwide Inc. | Former Director | Public (prior) | Board service ended Nov 2021 |
Board Governance
- Committees: Audit Committee (Chair); Compensation Committee (member) .
- Independence: Board determined Verdun is independent under NYSE rules; Audit Committee membership also meets SEC/NYSE independence standards .
- Audit expertise: Identified as an “audit committee financial expert” (Item 407(d)(5)(ii)) .
- Executive sessions: Independent directors generally meet in executive session at each regular Board meeting; Verdun was selected to preside and did so for every executive session in 2024 .
- Meetings and attendance: 2024 Board meetings held: 5; Audit Committee: 4; Compensation Committee: 2. Each director (including Verdun) attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation (Director)
| Component | 2024 Policy/Amount | Verdun 2024 Actual |
|---|---|---|
| Annual cash retainer | $120,000 | Included in $132,000 fees earned |
| Board meeting fee | $3,000 per Board meeting | Included in $132,000 fees earned |
| Committee chair/member fees | Not disclosed | Not disclosed |
| Total cash fees | — | $132,000 (fees earned or paid in cash) |
Performance Compensation (Director)
| Component | Detail | 2024 Amount/Shares |
|---|---|---|
| Annual equity grant | Class A common stock; immediate vest on grant date at annual meeting | $25,000 grant value; 3,782 shares |
| Options/PSUs/performance metrics | None disclosed for directors (director equity is service-based) | Not disclosed |
Other Directorships & Interlocks
- Other public company directorships: None disclosed currently; prior: Slang Worldwide Inc. (Jul 2020–Nov 2021) .
- Compensation Committee interlocks: During 2024, the UWMC Compensation Committee comprised Kelly Czubak (Chair), Robert Verdun, and Mat Ishbia (CEO). UWMC discloses no interlocks with executive officers of other companies involving its executives or directors on its Compensation Committee .
- Consultant usage: No compensation consultant engaged by the Compensation Committee in 2024 .
Expertise & Qualifications
- Accounting/finance expertise; audit committee financial expert designation .
- Entrepreneurial/operator background (CFI founder/CEO; Newmark divisional president; Third Wave CEO) .
- Recognition: Ernst & Young Entrepreneur of the Year (2014) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Robert Verdun | 208,507 | <1% | As of April 7, 2025 |
- Insider trading/hedging: Company policy prohibits directors from hedging (e.g., zero-cost collars, forward sale contracts) and short sales; subject to trading windows/insider trading restrictions .
- Pledging: Proxy discloses significant pledging by controlling holder SFS Corp. (841,218,503 shares) but does not disclose any pledging by Verdun .
Recent Form 4 Activity (Verdun)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-10-31 | 2024-11-04 | A – Award (director equity) | 3,782 | $0.00 | 208,507 | https://www.sec.gov/Archives/edgar/data/1783398/000184189424000002/0001841894-24-000002-index.htm |
Governance Assessment
-
Strengths
- Independent Audit Chair with “audit committee financial expert” designation; Audit Committee met four times in 2024 and provided a formal report recommending inclusion of audited 2024 financials in the 10-K .
- Regular independent director executive sessions with Verdun presiding—enhances independent oversight in a controlled company context .
- Attendance: Verdun met the ≥75% attendance threshold for Board and committees in 2024; Board held five meetings .
- Shareholder support signals: 2025 Say-on-Pay passed (For 808,955,852; Against 41,090,124; Abstain 471,357) . Prior year (2024 meeting) executive compensation received >99% support .
-
Risks/Watch Items
- Controlled company exemptions: UWMC relies on NYSE “controlled company” provisions (majority voting power held by SFS/Mat Ishbia). Consequences include no nominating committee and a Compensation Committee that includes a non-independent director (CEO). Audit Committee follows heightened independence rules .
- Compensation governance: CEO sits on the Compensation Committee; while an independent subcommittee sets CEO pay, the absence of a 2024 compensation consultant may raise independence/perception concerns for some investors .
- Related-party transactions: Material transactions with entities controlled by Mat/Jeff Ishbia (leases, legal fees, aircraft usage) are reviewed/approved under the Related Party Transactions policy by the Audit Committee; no related-party transactions are disclosed involving Verdun .
- Pledging: Large share pledge by controlling holder SFS Corp. (not Verdun) is disclosed, which some governance frameworks view as a risk factor even if subject to a voting cap .
-
Policy safeguards
- Anti-hedging/short sale prohibitions for directors and officers .
- Board and committee annual self-evaluations; guidelines on outside board limits; option to retain advisors .
Notes on Committee Assignments and Roles
| Committee | Role | Independence/Expertise | 2024 Meetings |
|---|---|---|---|
| Audit | Chair (Verdun) | All members independent; Verdun is the designated audit committee financial expert | 4 |
| Compensation | Member (with Chair Czubak and CEO Mat Ishbia) | Controlled company: committee includes non-independent director (CEO); independent subcommittee sets CEO pay | 2 |
Director Compensation (2024) – Verdun
| Item | Amount/Detail |
|---|---|
| Cash fees (retainer + meeting fees) | $132,000 |
| Equity award (annual) | $24,999 grant-date FV; 3,782 shares; immediately vested |
| Total | $156,999 |
Related Policies and Shareholder Signals
- Say-on-Pay 2025: For 808,955,852; Against 41,090,124; Abstain 471,357; auditor ratification also passed .
- Auditor: Deloitte has served since 2020; Audit fees $1.61M in 2024; total fees $2.123M .
- Insider trading policy prohibits hedging/short sales; trading window controls apply .
RED FLAGS: Controlled company structure and CEO participation on the Compensation Committee (mitigated by independent subcommittee); significant related-party transactions with controlling shareholders (Audit Committee oversight disclosed) .