Donna Wells
Walker & DunlopAbout Donna C. Wells
Donna C. Wells (age 63) is an independent director of Walker & Dunlop, Inc., serving since March 2021 . She is currently Chief Executive Officer of Valencia Ventures, LLC, and is recognized as an audit committee financial expert; her education includes a B.S. in Economics from The Wharton School and an MBA from Stanford University, where she also serves as a Lecturer in Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mindflash Technologies, Inc. | President & CEO | 2010–2017 | Led a venture‑backed enterprise software company through growth phase |
| Mint Software, Inc. | Chief Marketing Officer | 2007–2009 | Led growth strategy from product launch through acquisition by Intuit |
| Intuit; Expedia Group | U.S. Marketing Leadership | Prior to 2007 | Led U.S. marketing; contributed to strategic marketing initiatives |
| American Express; Charles Schwab | Strategic Marketing | ~20 years (aggregate) | Senior roles across leading financial brands |
External Roles
| Organization | Type | Role | Committees | Status |
|---|---|---|---|---|
| Mitek Systems, Inc. | Public | Director | Chair, Nominating & Governance; Audit and Compensation committee experience | Current |
| Betterment Holdings, Inc. | Private | Director | Not disclosed | Current |
| Boston Private Financial Holdings, Inc. | Public (bank holding) | Director | Risk Committee member | 2014–2018 (prior) |
| Apex Technology Acquisition Corp. | Public (SPAC) | Director | Audit Committee member | 2019–2021 (prior; merged with AvePoint) |
| Instructure, Inc. | Public (edtech) | Director | Not disclosed | 2015–2020 (prior) |
| Healthwell Acquisition Corp. I | Public (SPAC) | Director | Not disclosed | 2021–2023 (prior) |
| Learn CW Investment Corporation | Public (SPAC) | Director | Not disclosed | 2021–2024 (prior) |
| Stanford GSB | Academic | Lecturer in Management | N/A | Appointed Sept 2019 (current) |
Board Governance
- Independence: The Board affirmatively determined Donna Wells is independent under NYSE rules; independence also affirmed for all committee memberships .
- Committee assignments: Audit & Risk Committee (Chair; audit committee financial expert) and Nominating & Corporate Governance Committee (Member) .
- Board leadership: CEO/Chair combined role with a Lead Independent Director (John Rice) who chairs executive sessions and sets agendas; executive sessions of independent directors occur at each regular board meeting .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; one of seven directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit & Risk: 6; Compensation: 7; Nominating & Corporate Governance: 7 .
- Risk oversight: As Audit & Risk Chair, Wells oversees financial reporting integrity, internal controls, compliance, cybersecurity, enterprise risk management, and related party transaction reviews .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Cash Retainer | $100,000 | Standard non‑employee director retainer |
| Audit & Risk Chair Fee | $25,000 | Committee chair retainer |
| Nominating & Corporate Governance Member Fee | $10,000 | Committee member retainer |
| Meeting Fees | $0 | Not part of program |
| Cash Total | $135,000 | Sum of retainers and committee fees |
| Equity Grant (Restricted Stock/RSUs) | $149,920 | Annual grant; vests on one‑year anniversary of grant date |
| Total Director Compensation | $284,920 | Cash + equity |
Program details: Non‑employee directors receive $100,000 cash plus $150,000 in restricted stock annually, with incremental retainers for committee roles (Audit Chair $25,000; Compensation Chair $25,000; Nominating Chair $15,000; Members $10,000; Lead Director $30,000) .
Performance Compensation (Director)
| Performance Metric | Weighting | Disclosure |
|---|---|---|
| None (time‑based RSUs only) | N/A | Director equity grants are time‑based; no performance conditions disclosed |
Other Directorships & Interlocks
- Compensation committee interlocks: None—no member of the Compensation Committee had relationships requiring Item 404 disclosure; no interlocking relationships with other companies’ compensation committees .
- Potential interlocks: Wells’ service at Mitek and Betterment is disclosed; no WD related‑party transactions with those entities are disclosed .
Expertise & Qualifications
- Financial/reporting and risk oversight; designated audit committee financial expert .
- Technology and software leadership; past CEO of enterprise SaaS, CMO of Mint, leadership at Intuit/Expedia; extensive strategic marketing background .
- Education: B.S., Economics (Wharton); MBA (Stanford); Lecturer in Management (Stanford GSB) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 1,760 | Less than 1% of outstanding shares |
| Restricted Shares Included | 1,591 | Unvested RS/RSUs as of 12/31/2024 |
| Shares Outstanding (for % context) | 33,968,158 | As of record date March 7, 2025 |
| Director Stock Ownership Guidelines | 5x annual base cash retainer | Must be met within five years of joining Board |
| Pledging/Hedging | Prohibited | Insider trading policy bans hedging and pledging |
Governance Assessment
- Strengths: Independent director; Audit & Risk Chair with audit committee financial expert designation; active risk and cybersecurity oversight; adherence to robust codes of ethics; prohibits hedging/pledging; clear related‑party transaction review process .
- Engagement: Board and committee attendance ≥75%; structured executive sessions led by the Lead Independent Director; frequent shareholder engagement reported .
- Alignment: Director compensation mix balanced between cash retainers tied to committee workload and time‑based equity; stock ownership guidelines (5x retainer) support alignment; beneficial ownership includes unvested RSUs, consistent with guidelines .
- Shareholder signals: Say‑on‑pay support >98% at 2024 annual meeting indicates broad investor confidence in compensation governance framework (context for overall governance climate) .
- RED FLAGS: None disclosed specific to Wells—no Item 404 related‑party transactions; Compensation Committee reported no advisor conflicts; no hedging/pledging; no tax gross‑ups for directors; no option repricing .
Notes on Related Party and Conflicts
- Related party policy: Formal policy requires Audit & Risk Committee review and approval; directors recuse when interested; Audit & Risk Committee explicitly monitors related party transactions .
- Independence review: Board annually reviews director independence; Wells affirmed independent; no material relationship with WD disclosed .
Insider Trades
- Form 4 activity: Proxy does not present Form 4 transaction details for non‑employee directors; beneficial ownership and unvested equity are disclosed (see Equity Ownership section) .