Dana Schmaltz
Walker & DunlopAbout Dana L. Schmaltz
Dana L. Schmaltz is an independent director of Walker & Dunlop (WD) and has served on the Board since December 2010. He is a founder and partner at Yellow Wood Partners, LLC, a private equity firm focused on consumer products; previously he was co-founder and CFO of Blacksmith Brands, managing partner at West Hill Partners, and president/partner at J.W. Childs Associates. He holds a BA in History from Dartmouth College and an MBA from Harvard University; age 58 as disclosed in the 2025 proxy. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Yellow Wood Partners, LLC | Founder & Partner | Not disclosed (current) | Consumer products private equity leadership |
| Blacksmith Brands, Inc. | Co-founder, Director & CFO | Company created Sept 2009 | Oversaw operations; developed M&A pipeline |
| West Hill Partners, LLC | Managing Partner | 2007–2009 | Boston-based private equity |
| J.W. Childs Associates, LP | President; Partner | Partner 1997–2007 | Focus on consumer/specialty retail investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships for Mr. Schmaltz are disclosed in the 2025 proxy. |
Board Governance
- Committee assignments (as of Mar 7, 2025): Compensation Committee (member) and Nominating & Corporate Governance Committee (member). Chairs: John Rice (Compensation), Ellen Levy (Nominating & Corporate Governance), Donna C. Wells (Audit & Risk). 2024 committee meetings: Audit & Risk (6), Compensation (7), Nominating & Corporate Governance (7).
- Independence: Board determined Mr. Schmaltz is independent under NYSE rules.
- Attendance: The Board held nine meetings in 2024; each director serving in 2024 attended at least 75% of Board and committee meetings of which they were a member.
- Tenure: Director since December 2010 (continuing nominee). Lead Independent Director role is held by John Rice (since June 2024).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Includes value of RSUs received in lieu of fees and cash paid, per footnote (2) |
| Annual Cash Retainer (program) | $100,000 | Standard non-employee director retainer |
| Committee Member Retainers (program) | $10,000 per committee (Audit & Risk; Compensation; Nominating & Corporate Governance) | Committee chairs receive higher fees (Audit & Risk: $25,000; Compensation: $25,000; Nominating: $15,000) |
2024 total director compensation for Mr. Schmaltz (cash + equity grant-date value): $269,920.
Performance Compensation
| Equity Vehicle | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual Restricted Stock grant | $149,920 (grant-date fair value) | Vests on one-year anniversary of grant (2024 annual meeting grant) | Standard $150,000 annual equity for directors under 2024 Equity Incentive Plan |
| Unvested RS/RSUs held at 12/31/2024 | 1,591 shares/units | As above | Applies to each then-current director excluding Mr. Pinkus |
| Director Deferred Compensation Plan (DSUs) | Up to 100% of annual director compensation may be deferred into DSUs at FMV | DSUs from cash deferrals fully vested at purchase; settlement at separation/selected date; change-in-control and disability/death alternatives specified | Enhances alignment and flexibility for directors |
Additional policies affecting equity alignment and risk:
- Prohibition on hedging and pledging for non-employee directors; company maintains an SEC/NYSE-compliant clawback policy (clawback applies to officers).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; no member (including Schmaltz) had relationships requiring Item 404 disclosure; no interlocking relationships with other companies’ comp committees. |
| Public company boards (Mr. Schmaltz) | None disclosed in proxy beyond WD. |
Expertise & Qualifications
- Executive leadership and strategic planning as founder/partner at Yellow Wood Partners; experience acquiring and operating portfolio companies; CFO experience at Blacksmith Brands.
- Education: BA, Dartmouth; MBA, Harvard.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dana L. Schmaltz | 79,054 | <1% | Includes 1,591 unvested restricted shares/units (footnote 9); shares outstanding used for calculation: 33,968,158 (as of Mar 7, 2025) |
| Company Policy | Stock ownership guidelines for non-employee directors | 5x annual base cash retainer | Must be achieved within five years; includes stock, restricted stock, and stock units (excludes options) |
| Hedging/Pledging | Prohibited for non-employee directors | — | Enhances alignment and reduces risk of forced selling |
Governance Assessment
- Board effectiveness: Active committee service on Compensation and Nominating & Corporate Governance; these committees oversaw 7 meetings each in 2024 and responsibilities include ESG-linked compensation oversight and governance guidelines, respectively.
- Independence and attendance: Independent under NYSE rules; met Board policy threshold with at least 75% attendance in 2024 (Board met nine times).
- Pay alignment: Director pay mixes cash retainer and time-based equity with one-year vesting, supplemented by optional DSU deferrals and stock ownership guidelines (5x retainer), supporting alignment without undue risk.
- Conflicts/related parties: No Item 404 related-party relationships or comp committee interlocks involving Mr. Schmaltz disclosed; related-party transactions require Audit & Risk Committee approval with recusals for interested directors.
RED FLAGS: None identified in the 2025 proxy specific to Mr. Schmaltz—no related-party transactions, no interlocks, attendance at least 75%, and hedging/pledging prohibited for directors.