William Walker

About William Walker

William M. “Willy” Walker (age 57) is Chairman & CEO of Walker & Dunlop, Inc. (WD), serving as CEO since January 2007 and a director since July 2010; he previously served as President (2005–2015) and EVP/COO (2003–2005) . He holds a BA in Government from St. Lawrence University and an MBA from Harvard Business School . Under his leadership, WD reported 2024 growth despite a challenging CRE market: Total Revenues rose 7% YoY to $1.1B, with record adjusted EBITDA of $328.5M (+9% YoY), and 5-year TSR of 70% through 12/31/24 . WD’s 2024 transaction volume rose 21% YoY, with continued #1 Fannie Mae lender ranking (sixth straight year) and servicing portfolio up 4% to $135.3B .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash incentive metrics and 2024 results

• 2024 equity awards (granted 3/20/2024 unless noted)

• Special CEO PSU award (TSR and value creation; granted 8/24/2025)
  • Earned only if WD Annualized TSR over 8/24/2025–8/23/2028 exceeds S&P 600 Small Cap Financials Index by ≥1.0 percentage point; Earned PSUs = 5% “Value Creation Amount” above a 12% Annualized TSR hurdle, divided by VWAP; cap at lesser of 521,526 shares or $50,000,000/VWAP; vests in 3 equal annual installments post-determination, subject to continued employment/accelerated vesting per agreement .

Equity Ownership & Alignment

Employment Terms

• Agreements: Initial 3-year term with automatic 1-year renewals; non-compete and non-solicit up to 12 months post-termination .

• Severance (termination without cause or resignation for good reason): 12 months salary; 12 months continued life/health coverage (or cash equivalent with tax indemnity if needed); 2x average annual bonus (prior 2 years) or 2x target if less than 2 years; pro-rated current-year bonus (based on actual performance); immediate vest of time-based equity; pro-rata vesting of PSUs based on performance; MSPP match not included unless CoC + qualifying termination .

• Death/disability: Immediate vesting of time-based equity; pro-rated bonus; PSUs vest at target; MSPP match becomes 100% vested .

• Change in control (CoC): Double-trigger equity acceleration for options/restricted stock; PSUs vest at greater of pro-rata achieved or target; MSPP matching awards fully vest if not assumed or if terminated without cause/for good reason within 24 months post-CoC .

• CEO estimated benefits as of 12/31/2024

Board Governance

• Board service: Director since July 2010; Chairman & CEO; no Board committees (management member) .
• Dual-role implications: Combined Chair/CEO structure mitigated by independent Lead Director (John Rice) with robust responsibilities (agenda input, executive sessions, liaison role), annual reassessment of structure .
• Independence: 6 of 7 director nominees are independent; Walker is not independent as CEO .
• Committees and leadership (2024): Audit & Risk (Chair: Donna C. Wells; Financial Experts: Wells, Pinkus), Compensation (Chair: John Rice), Nominating & Corporate Governance (Chair: Ellen Levy) .
• Meetings/attendance: 9 Board meetings in 2024; all directors ≥75% attendance .
• Director pay: Walker receives no additional compensation for Board service; non-employee directors receive $100,000 cash retainer plus ~$150,000 in RS/RSUs; additional committee/lead director retainers per program .

Performance & Track Record

• Strategic execution (2024): Total Transaction Volume +21% YoY; #1 Fannie Mae lender (6th year); #4 Freddie Mac lender; HUD rank improved to #2 (FY 2024); SBL share: 10% Fannie, 12% Freddie; Servicing portfolio $135.3B (+4%); Property sales $9.8B; AUM $18.4B; Record adjusted EBITDA $328.5M; revenues +7% YoY .
• ESG/community: $1.6M donations (1.21% of income from operations); progress on affordable housing financing; continued TCFD-aligned disclosures .
• TSR snapshot (value of $100 invested; includes dividends)

• Say-on-pay: 2024 approval >98%, sixth consecutive year of ≥98% support .

Director Compensation (Walker-specific)

• As CEO/Chair, Walker receives no incremental director compensation; see Executive Compensation tables for CEO compensation .

Compensation Structure Analysis

• Strong pay-for-performance design: 2024 cash incentive weighted 75% to financials (Adjusted EBITDA, Total Revenues, EPS) and 25% to leadership/human capital; 2024 payout modestly above target (CEO 111.7%) consistent with above-target financials but EPS below target .
• Long-term rigor: 2022–2024 PSP paid 0% (below-threshold results), evidencing stringent multi-year goals .
• Equity mix shifts: CEO’s 2024 target increase delivered solely as equity, further aligning with shareholders .
• Controls: SEC/NYSE-compliant clawback; no hedging/pledging; no tax gross-ups; no single-trigger CoC cash severance; no option repricing without shareholder approval .

Equity Ownership & Trading Signals

• Skin in the game: 2.84% ownership (963,283 shares), including significant family LLC holdings; 52,128 unvested restricted shares; 0 current options, minimizing near-term option exercise overhang .
• Vesting cadence: Meaningful RS vesting each Feb 15 (three-year ratable), which can create periodic withholding-related share transactions; 16,571 shares vested in 2024 (value $1.63M) .
• Pledging/hedging: Prohibited, reducing alignment risk .
• Registration rights: ~0.6 million shares remain registrable under a 2010 agreement, all owned directly/indirectly by Walker; potential liquidity overhang if exercised, subject to market and company considerations .

Employment & Contracts

• Term/renewal: Rolling one-year extensions after initial three-year term .
• Restrictive covenants: Non-compete and non-solicit up to 12 months post-termination .
• Severance economics: 12 months salary + 2x average bonus + pro-rated current-year bonus + benefits; time-based equity accelerates; PSUs pro-rata based on performance; double-trigger equity in CoC; no excise/income tax gross-ups (aside from health benefit indemnity) .
• CEO specific severance values illustrated above as of 12/31/2024 .

Compensation Peer Group & Governance Process

• Peer group: 16 firms spanning CRE finance, brokerage, mortgage/MI, and investment banking; used as reference input (not strict benchmarks) given WD’s unique model .
• Consultant: Pay Governance LLC; determined independent; advised on metrics rigor and structure .
• Risk oversight of pay: Compensation Committee determined programs are not reasonably likely to have a material adverse effect; well-balanced mix and strong risk controls .

Related Party Transactions

• Independence consideration: $53,750 paid in 2024 to Management Leadership for Tomorrow (CEO of MLT is director John Rice); Board affirmed Rice’s independence .
• Registration rights: ~0.6 million registrable shares under 2010 agreement, owned directly/indirectly by Walker .
• WDIP funds: In 2024, Walker committed up to $1,000,000 to WDIP funds; $375,000 funded during 2024 .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: >98%; say-on-pay held annually; Committee considered feedback, made no major changes given strong support and alignment with long-term strategy .

Expertise & Qualifications

• Education: BA, St. Lawrence; MBA, Harvard Business School .
• Industry stature: NMHC board; Real Estate Round Table member .
• Track record: Sustained leadership through industry cycles; maintained top GSE rankings; scaled AUM and servicing; launched technology initiatives (Client Navigator), recognized for innovation .

Work History & Career Trajectory

• Internal progression from COO to President to CEO; Director since IPO timeframe; leadership through major strategic phases, including Drive to ’25 plan .

Compensation Committee Analysis

• 2024 members: John Rice (Chair), Jeffery R. Hayward, Ellen Levy, Dana L. Schmaltz (all independent) .
• Consultant: Pay Governance; no conflicts; advised on peer selection, metrics rigor, PSP design .
• No interlocks or insider participation issues disclosed .

Supplemental Financial Context (GAAP Revenues; S&P Global)

Investment Implications

• Alignment: High insider ownership (2.84%) with strict anti-pledging/hedging and strong ownership guidelines bolster alignment; equity-heavy CEO pay and 0% PSP payout for 2022–2024 indicate rigor and lower “pay for failure” risk .
• Retention and overhang: Regular RS vesting (Feb 15) and substantial unvested equity support retention but can create periodic settlement supply; ~0.6M registrable shares under 2010 agreement represent a potential liquidity overhang if utilized .
• Performance sensitivity: 2024 above-target results produced only slightly above-target cash payout (111.7% CEO), while multi-year PSU remains tight; 2025 special TSR-based CEO award adds explicit value-creation alignment with index-relative TSR and absolute hurdle, with capped payout .
• Governance: Combined Chair/CEO offset by empowered Lead Director and fully independent key committees; rapid remediation of 2024 audit committee compliance after lead director’s passing demonstrates governance responsiveness .