Jeffery Hayward

About Jeffery R. Hayward

Jeffery R. Hayward, age 59, is an independent director of Walker & Dunlop, Inc. (WD), serving since May 2024. He retired from Fannie Mae after a 36‑year tenure, including roles as Executive Vice President & Chief Administrative Officer (Aug 2020–Dec 2023) and Head of Multifamily (2012–Aug 2020). He holds a B.S. in Business Management from Widener University. His board-relevant credentials center on executive leadership in commercial real estate finance and risk oversight .

Past Roles

External Roles

• No other public company directorships are disclosed for Mr. Hayward in the company’s latest proxy .

Board Governance

• Independence: The Board determined Mr. Hayward is independent under NYSE rules .
• Committee assignments (as of Mar 7, 2025): Audit & Risk Committee (member); Compensation Committee (member). Not a committee chair .
• Financial expertise: Audit Committee financial experts are Donna C. Wells and Gary S. Pinkus (not Mr. Hayward); all audit members, including Mr. Hayward, deemed financially literate .
• Attendance: In 2024, each director attended at least 75% of total Board and committee meetings on which they served; the Board held 9 meetings in 2024. (Company does not disclose individual attendance) .
• Committee meeting cadence (2024): Audit & Risk (6); Compensation (7); Nominating & Corporate Governance (7) .
• Shareholder voting support (director elections):
  • 2025 Annual Meeting: Jeffery R. Hayward — For: 27,358,352; Against: 228,889; Abstain: 12,986; Broker non‑votes: 2,798,804 .
  • 2024 Annual Meeting: Jeffery R. Hayward — For: 26,822,503; Against: 151,938; Abstain: 165,126; Broker non‑votes: 3,288,146 .

Fixed Compensation

• Program structure (non‑employee directors, 2024):
  • Annual base cash retainer: $100,000.
  • Committee retainers: Audit & Risk — Chair $25,000 / Member $10,000; Compensation — Chair $25,000 / Member $10,000; Nominating & Corporate Governance — Chair $15,000 / Member $10,000.
  • Lead Director: additional $30,000 .
• 2024 actual compensation for Mr. Hayward:
  • Cash fees: $110,000; Stock awards (grant-date fair value): $149,920; Total: $259,920 .

Performance Compensation

• Equity vehicle and vesting: Annual $150,000 award of restricted stock granted on the date of the 2024 annual meeting; vests on the one‑year anniversary, subject to continued service (time‑based; not performance‑based) .
• Directors’ deferred compensation: Directors may elect to defer up to 100% of annual director compensation into fully vested deferred stock units (DSUs) for cash portions; DSUs granted in respect of restricted stock follow the same vesting as the underlying restricted stock .
• Hedging and pledging: Company policy prohibits directors from hedging or pledging Company securities .
• Options: Company has not granted options since 2017 and has no current plans to do so; director equity is delivered as restricted stock/units, not options .

Other Directorships & Interlocks

• Public company boards: No other public company directorships for Mr. Hayward are disclosed .
• Compensation Committee interlocks: For 2024, Compensation Committee members (including Mr. Hayward) had no relationships requiring disclosure under Item 404 of Regulation S‑K; no interlocking relationships existed with other companies’ boards/compensation committees .

Expertise & Qualifications

• Executive leadership in CRE finance: Former EVP & CAO and Head of Multifamily at Fannie Mae; 36‑year tenure with leadership through multiple cycles (including the Great Recession) .
• Governance and risk oversight: Serves on Audit & Risk and Compensation Committees, with Audit members deemed financially literate .
• Education: B.S., Business Management, Widener University .

Equity Ownership

• Beneficial ownership (as of March 7, 2025): 1,591 shares; “less than 1%.” Footnote indicates holdings include 1,591 restricted shares (unvested portions) .
• Shares outstanding basis: 33,968,158 shares outstanding as of March 7, 2025 .
• Stock ownership guidelines (directors): Required ownership equal to 5x annual base cash retainer, to be achieved within five years of joining the Board; stock, restricted stock/units count, options excluded .
• Hedging/pledging: Prohibited for directors .

Say‑on‑Pay & Shareholder Feedback (Context)

Related‑Party Transactions and Conflicts

• Policy: Audit & Risk Committee oversees related‑party transaction approvals under a formal policy (threshold >$120,000), with recusal requirements for interested directors .
• Disclosures: For 2024 Compensation Committee members (including Mr. Hayward), the company reported no relationships requiring Item 404 disclosure and no interlocks. The independence review disclosed one payment relevant to another director (John Rice/MLT); no such disclosures pertained to Mr. Hayward .

Governance Assessment

• Strengths for investor confidence:
  • Clear independence; committee service on Audit & Risk and Compensation; financial literacy of audit members enhances oversight .
  • Strong shareholder support in both 2024 and 2025 director elections, indicating investor endorsement of board composition and refreshment .
  • Robust governance policies: related‑party oversight, whistleblower procedures, hedging/pledging prohibition, and director ownership guidelines .
  • No Item 404 related‑party relationships or compensation committee interlocks for Mr. Hayward in 2024 .
• Watch items:
  • Early tenure and currently modest disclosed ownership (1,591 restricted shares) relative to director ownership guidelines; guideline compliance is measured over a five‑year window from joining the Board .
  • Not designated an “audit committee financial expert” (committee retains two other experts), though deemed financially literate .

Overall: Mr. Hayward brings deep CRE finance and regulatory experience from Fannie Mae, bolstering WD’s board effectiveness on risk and compensation matters. Governance structures and shareholder support are positive signals; early‑tenure ownership build toward guidelines should be monitored for alignment over time .