Ernest Freedman
Walker & DunlopAbout Ernest Freedman
Ernest M. (“Ernie”) Freedman was elected as an independent director of Walker & Dunlop, Inc. on September 11, 2025, and appointed to the Audit and Risk Committee the same day . He is a certified public accountant, qualifies as an “audit committee financial expert,” and is financially literate under NYSE standards; his independence meets Rule 10A-3(b)(1) requirements for audit committee service . Freedman previously served as EVP & CFO of Invitation Homes Inc. (NYSE: INVH) from 2015–2023 and EVP & CFO of Apartment Investment and Management Company (Aimco) from 2009–2015, with earlier finance roles at HEI Hotels & Resorts, GE Real Estate, and Ernst & Young; since 2023 he has advised Roots Management Group, focused on affordable housing . His initial Board compensation (cash and equity) will be pro-rated from his election date consistent with WD’s non-employee director program disclosed in the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invitation Homes Inc. (NYSE: INVH) | EVP & Chief Financial Officer | 2015–2023 | Senior public company finance leadership in single-family rental housing |
| Aimco (Apartment Investment & Management Co.) | EVP & Chief Financial Officer; prior SVP FP&A and SVP Finance | CFO 2009–2015; joined 2007 | Multifamily REIT finance leadership; FP&A and finance roles |
| HEI Hotels & Resorts | Chief Financial Officer | 2004–2007 | Hospitality sector CFO |
| GE Real Estate | Operations Controller; Finance Manager, Investments & Acquisitions | 2000–2004 | Real estate finance and acquisitions |
| Ernst & Young LLP | Various positions | 1993–2000 | Public accounting; CPA credential |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Roots Management Group | Advisor | Since 2023 | Affordable housing-focused investment advisor role |
Board Governance
- Committee assignments: Member, Audit & Risk Committee (effective September 11, 2025) .
- Independence: Board determined Mr. Freedman is independent under NYSE rules and WD Corporate Governance Guidelines; meets heightened audit independence under Exchange Act Rule 10A-3(b)(1) .
- Financial expertise: Designated “audit committee financial expert” and financially literate per SEC/NYSE definitions .
- Board structure context: Board size increased from seven to eight upon his election . Independent directors hold executive sessions at each regular Board meeting; the Lead Director chairs them .
- Attendance disclosure: WD held nine Board meetings in 2024; each director then serving attended at least 75% of applicable meetings, but Mr. Freedman’s attendance will be reported in future proxies given his September 2025 start .
Fixed Compensation
WD’s non-employee director compensation framework (Freedman to receive on a pro-rated basis per 8-K) :
| Component | Annual Amount | Notes |
|---|---|---|
| Base cash retainer | $100,000 | Paid in cash |
| Audit & Risk Committee – Chair | $25,000 | Additional cash retainer |
| Audit & Risk Committee – Member | $10,000 | Additional cash retainer (applicable to Freedman) |
| Compensation Committee – Chair | $25,000 | Additional cash retainer |
| Compensation Committee – Member | $10,000 | Additional cash retainer |
| Nominating & Corporate Governance – Chair | $15,000 | Additional cash retainer |
| Nominating & Corporate Governance – Member | $10,000 | Additional cash retainer |
| Lead Director | $30,000 | Additional cash retainer |
Performance Compensation
- Equity structure (non-employee directors): Annual grant of restricted stock valued at $150,000 (rounded down to whole shares) on the date of the annual meeting; vests on the one-year anniversary, subject to continued service; Freedman’s equity award will be pro-rated from his election date .
- Director deferred compensation: Non-employee directors may elect to defer up to 100% of annual director compensation into deferred stock units, fully vested at purchase for cash compensation deferrals; distribution upon separation, change in control, disability, death, or elected fixed dates; restricted-stock deferrals retain the same vesting conditions .
| Feature | Terms |
|---|---|
| Annual restricted stock grant | $150,000; 1-year vest from grant date |
| Deferred Stock Units (DSUs) | Up to 100% of director comp; vested at purchase for cash deferrals; distribution upon specified events |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Freedman in WD’s September 11, 2025 8-K and accompanying press release .
- Committee interlocks: WD disclosed no compensation committee interlocks for 2024; not specific to Mr. Freedman (pre-appointment) .
Expertise & Qualifications
- Certified Public Accountant; extensive public company CFO experience across rental housing and hospitality sectors .
- Audit committee financial expert and financially literate under SEC/NYSE standards .
- Capital markets, financial reporting, and risk management expertise directly aligned with WD’s Audit & Risk Committee mandate .
Equity Ownership
- Director stock ownership guidelines: Non-employee directors must own stock equal to 5x the annual base cash retainer, to be achieved within five years of joining the Board; ownership counts stock, restricted stock, and stock units (options excluded) .
- Hedging & pledging: WD insider trading policy prohibits directors from hedging or pledging Company securities .
- Beneficial ownership: No specific share amounts for Mr. Freedman were disclosed at appointment in the 8-K; equity awards will be pro-rated from his election date per the director program .
Governance Assessment
- Board effectiveness: Adding an independent audit committee financial expert with CFO track record strengthens oversight of financial reporting, internal controls, and enterprise risk, consistent with WD’s Audit & Risk Committee charter focus areas .
- Independence and conflicts: WD’s Board affirmatively determined Mr. Freedman’s independence; no related-party transactions involving Mr. Freedman were disclosed in his appointment filings .
- Alignment: Pro-rated cash and equity, plus stock ownership guidelines and prohibitions on hedging/pledging, promote alignment with shareholder interests for new directors .
- Signals: Appointment press release highlights his rental housing and capital markets expertise, suggesting strategic focus on residential housing finance and risk oversight at WD .