UWM Holdings Corp DEF 14A, filed Apr 25, 2024

About this DEF 14A

UWM Holdings Corp (UWMC)

DEF 14A 2024-04-25 For: 2024-06-04

View Original

Added on June 12, 2026

Via internet

By mail if you have received a paper copy of

the proxy materials

In person at the meeting

UWM Holdings Corp filed this DEF 14A on April 25, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



ITEMS OF BUSINESS		BOARD RECOMMENDATION

1.	To elect as directors the three nominees named in the attached proxy statement for a three-year term or until their successors are elected and qualified	“FOR” each Director Nominee

2.	To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our Independent Registered Public Accountants	“FOR”

3.	To approve, on an advisory basis, the compensation of our named executive officers	“FOR”



	Page
Proxy Summary		1

Commitment to Corporate Responsibility		2

Proposal 1—Election of Directors		11
Nominees for Director		13
Directors Continuing in Office		15

Corporate Governance		19
Corporate Governance Guidelines		19
Board Leadership Structure		19
Determination of Independence and Status as a “Controlled Company”		20
Director Nomination Process		21
Board and Committee Self-Evaluation		22
Risk Management		22
Board Meetings		22
Board Committees		22
Audit Committee		22
Compensation Committee		23
Code of Ethics/Insider Trading and Anti-Hedging		24
Related Party Approval Process and Transactions		25
Director Compensation		26

Executive Officers		27

Compensation Discussion and Analysis		28

Compensation Committee Report		37

Executive Compensation		38
Summary Compensation Table		38
Grants of Plan-Based Awards		39
Outstanding Equity at Fiscal Year-End		40
Stock Vested in 2023		40
Potential Payments Upon a Termination or Change of Control		40

Proposal 2—Ratification of Independent Registered Public Accountants		41
Fees Paid to Deloitte		41
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services		42

Audit Committee Report		43

Proposal 3—Advisory Vote on Executive Officer Compensation		44
Proposal		44
Non-Binding Vote		44

Pay Versus Performance		45
CEO Pay Ratio		48

Security Ownership		49

Q&A About Voting		51

Other Matters		55



~35,000	17 days	+88

Submitting LOs	Application to Clear-to-Close	Average Client Net Promoter Score


PILLAR 1 Our people are our greatest asset	PILLAR 2 Service is everyone’s responsibility	PILLAR 3 We are relationship driven not transaction driven

PILLAR 4 We are thumb pointers not finger pointers	PILLAR 5 Continuous improvement is essential for long-term success	PILLAR 6 Our path is paved with fun and friendship




United Black	United Pride	Familia United	Veterans United	Women in Technology

Focuses on celebrating and educating team members about Black culture while helping to develop and grow the future of Black Leadership	Provides a safe space for LGBTQ+ team members and allies to socialize, celebrate, and educate our community	Supports, celebrates, and spreads awareness about our Hispanic and Latin team member community and origin groups	Ensures our veterans get the support they need and recognition they deserve	Connects, educates, and empowers team members to transform our industry and build strong, confident leaders for today and tomorrow



		UWM LIVE! is an annual event held in May that draws thousands of mortgage brokers and industry professionals to UWM’s 200+ acre campus in Pontiac, Michigan. The largest mortgage event in the nation, UWM LIVE! offers a unique opportunity for networking and exchanging knowledge. By hearing from and interacting directly with UWM executives and industry experts, our brokers gain a better understanding of products, services, and the latest innovations in the wholesale channel. UWM LIVE! provides a view into UWM’s culture, promoting a better understanding of the company, its strategies, and operations.



Class III Term Expires at 2024 Annual Meeting	Class I Term Expires at 2025 Annual Meeting	Class II Term Expires at 2026 Annual Meeting

Justin Ishbia	Kelly Czubak	Stacey Coopes

Robert Verdun	Alex Elezaj	Jeffrey A. Ishbia

Melinda Wilner	Mat Ishbia	Laura Lawson

		Isiah Thomas



Name	Fees Earned or Paid in Cash ($)			Annual Equity Award ($)(3)		All other compensation ($)			Total ($)

Jeffrey A. Ishbia⁽¹⁾		1,545,700			-		113	⁽⁴⁾		1,545,813

Justin Ishbia		132,000	⁽²⁾		9,998		-			141,998

Kelly Czubak		132,000	⁽²⁾		9,998		-			141,998

Isiah Thomas		132,000	⁽²⁾		9,998		-			141,998

Robert Verdun		132,000	⁽²⁾		9,998		-			141,998

Stacey Coopes		66,000	⁽²⁾		9,995		-			75,995



Name	Age		Position
Executive Officers

Mat Ishbia		44	Chairman and Chief Executive Officer

Andrew Hubacker		52	Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Melinda Wilner		48	Executive Vice President, Chief Operating Officer and Director

Alex Elezaj		47	Executive Vice President, Chief Strategy Officer and Director

Laura Lawson		47	Executive Vice President, Chief People Officer and Director



	Page
Compensation Philosophy and Objectives		29

Compensation Setting Process		31

Executive Compensation Components		32

Base Salaries		32

Annual Incentive Compensation – Captains Annual Bonus Plan		33

Long-Term Incentive Plan		35

Equity-Based Compensation		35

Employee Benefits and Perquisites		35

Severance and Change in Control Benefits		36

Other Compensation Practices		36

Tax Deductibility of Compensation		36



Principles		Implementation

Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives		The Compensation Committee seeks to establish target total direct compensation (salary, annual incentive, long-term incentive and equity), providing our executives the opportunity to be competitively rewarded for our financial, operational and stock price growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility.

Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation		We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/ or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, operational and stock price performance, as well as individual performance. We view three components of our total compensation program—our Captains Annual Bonus Plan (the annual incentive compensation program), our LTIP and equity-based compensation—as being performance-based and/or “at risk.” Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive the greater the percentage of total compensation is in the form of performance-based and/or “at risk” compensation.

Long-term incentive compensation should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value		Awards of equity-based compensation encourage executives to focus on our long-term growth and prospects and incentivize executives to manage our company from the perspective of owners with a meaningful stake, and to encourage them to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risk, a risk also borne by our stockholders.


CEO Total Target Direct Compensation		Average of All Other NEO’s Total Target Direct Compensation



2023 Goals		Why it matters

People	Engaging and Exciting Workplace	Creating a workplace that team members want to be a part of allows us to retain and develop our team members to grow within UWM, which promotes stability and leads to longer tenured and more experienced team members.

Service	Timely and Responsive Client Service	Quick, effective and satisfactory customer service is one of our key differentiators and one of the reasons our brokers choose UWM. This, in turn, drives broker loyalty and higher volumes.
Service	Broker Best Practices	Training broker clients on how to most efficiently submit loans into our underwriting process

Compliance	Reduce Defects and Errors	Compliance comes down to doing the right thing and coaching our clients to follow the right process.

Quality	Focus on Loan Quality	Our service and quality set us apart from our competitors and ensure a positive experience for our clients and their borrowers.

Production	Targeted Loan Growth	Promoting initiatives that have been identified by our business partners, the GSEs, demonstrates that we are committed to helping meet the goal of increased home ownership in the U.S. This in turn delivers annual financial results and positions us for even greater future growth by increasing the size of the market.

	Market Share	Increased market share, identified as a 2023 priority, provides us a competitive advantage, delivers financial results in the current high interest environment and positions us for even more success once interest rates decrease

Expenses	Cost Reductions	By focusing on operational efficiencies and reduced expenditures, it will allow us to efficiently manage pricing, giving us an advantage against our competitors, while meeting our dividend objectives.

Brokers	Growth of the Broker Channel	As the largest wholesale mortgage lender, we believe that by growing the broker channel and giving brokers the tools to build relationships with real estate agents, we will continue gaining market share together.
Brokers	Deepening Broker Relationships	We believe that the most loyal brokers are those who understand our people and technology advantages. This in turn will lead to increased volume and financial results.



Name	2023 Base Salary

Mat Ishbia		600,000

Andrew Hubacker		370,000

Melinda Wilner		400,000

Alex Elezaj		370,000

Laura Lawson		300,000


2023 Performance Metrics		How UWM Performed

People	Engaging and Exciting Workplace	Exceeded Target

Service	Timely and Responsive Client Service	Exceeded Target
Service	Broker Best Practices	Exceeded Maximum

Compliance	Reduce Defects and Errors	Exceeded Target
Compliance	Targeted Loan Growth	Between Threshold and Target

Quality	Focus on Loan Quality	Between Threshold and Target

Production	Market Share	Exceeded Maximum
Production	Purchase Loan Production	Exceeded Maximum

Expenses	Cost Reductions	Exceeded Maximum

Broker Channel	Growth of the Broker Channel	Exceeded Maximum
Broker Channel	Deepening Broker Relationships	Between Threshold and Target


		UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT


		UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT


		UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT


		UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT			1


	2023 Captains Annual Bonus Plan

Name	Target Bonus ($)		Total Amount Earned ($)		Amount earned in Cash ($)		Amount Earned in RSUs ($)⁽¹⁾⁽²⁾

Mat Ishbia		8,800,000		10,185,827		9,153,144		1,032,683

Andrew Hubacker		330,000		387,262		348,530		38,732

Melinda Wilner		539,000		632,519		569,265		63,254

Alex Elezaj		495,000		580,884		522,794		58,091

Laura Lawson		330,000		387,261		348,530		38,732



Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)

Mat Ishbia Chief Executive Officer		2023		600,000		—		1,153,600		9,153,144		1,261,375		12,168,119
		2022		600,000		—		—		5,246,400		1,143,122		6,989,522
		2021		600,000		—		—		6,640,000		568,350		7,808,350

Andrew Hubacker EVP, Chief Financial Officer & Chief Accounting Officer		2023		359,000		125,040		158,886		588,530		2,500		1,233,955
		2022		270,000		—		54,000		154,113		2,500		480,613


Melinda Wilner EVP, Chief Operating Officer		2023		399,000				70,658		2,369,265		21,009		2,859,932
		2022		388,000		—		—		4,662,670		57,670		5,108,340
		2021		370,700		—		470,813		4,885,286		65,439		5,792,238

Alex Elezaj EVP, Chief Strategy Officer		2023		369,000		—		64,891		2,322,794		2,500		2,759,185
		2022		359,000		—		—		4,636,438		75,383		5,070,821
		2021		353,100		—		104,625		4,857,315		44,272		5,359,312

Laura Lawson EVP, Chief People Officer		2023		299,000		500,000		43,260		948,530		5,000		1,795,790
		2022		289,000		—		—		1,643,989		5,000		1,937,989
		2021		280,500		—		470,813		1,742,261		5,000		2,498,574


Name	Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Estimated Future Payouts Under Equity Incentive Plan Awards⁽³⁾						Grant Date⁽⁴⁾		All other stock awards: Number of shares of stock or units (#)		Grant date fair value of stock awards ($)⁽⁵⁾
Name	Plan	Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)		Grant Date⁽⁴⁾				Grant date fair value of stock awards ($)⁽⁵⁾

Mat Ishbia	CP⁽¹⁾		1,980,000		7,920,000		11,880,000
	LTIP⁽²⁾
	CP⁽³⁾								220,000		880,000		1,320,000		2/15/2023		267,037		1,153,600

Andrew Hubacker	CP⁽¹⁾		74,250		297,000		445,500
	LTIP⁽²⁾						240,000
	CP⁽³⁾								8,250		33,000		49,500		2/15/2023		7,844		33,886
	RSUs⁽³⁾														2/06/2023		26,427		125,000

Melinda Wilner	CP⁽¹⁾		121,275		485,100		727,650
	LTIP⁽²⁾						1,800,000
	CP⁽³⁾								13,475		53,900		80,850		2/15/2023		16,356		70,658

Alex Elezaj	CP⁽¹⁾		111,375		445,500		668,250
	LTIP⁽²⁾						1,800,000
	CP⁽³⁾								12,375		49,500		74,250		2/15/2023		15,021		64,891

Laura Lawson	CP⁽¹⁾		74,250		297,000		445,500
	LTIP⁽²⁾						600,000
	CP⁽³⁾								8,250		33,000		49,500		2/15/2023		10,014		43,260


	Stock Awards⁽¹⁾

Name	# of Shares Acquired on Vesting (#)⁽²⁾		Value Realized on Vesting ($)⁽³⁾

Mat Ishbia		—		—

Andrew Hubacker		4,938		27,659

Melinda Wilner		20,047		94,020

Alex Elezaj		4,455		20,894

Laura Lawson		20,047		94,020



Services Provided	2023		2022

Audit Fees⁽¹⁾	$	1,540,605	$	1,500,000

Audit-Related Fees⁽²⁾		1,895		16,895

Tax Fees		358,654		401,836

Total	$	1,901,154	$	1,918,731



Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEOs		Value of Initial Fixed $100 Investment Based On:				Net Income (loss) (in thousands)			Adjusted EBITDA (in thousands)
Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEOs		Total Shareholder Return		Peer Group Total Shareholder Return		Net Income (loss) (in thousands)			Adjusted EBITDA (in thousands)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)

2023	$	12,168,119	$	12,923,834	$	2,162,215	$	2,272,428	$	77.21	$	121.92	$	(69,782	)	$	478,270

2022	$	6,989,522	$	6,989,522	$	2,552,653	$	2,473,719	$	33.43	$	86.36	$	931,858		$	282,402

2021	$	7,808,350	$	7,808,350	$	3,874,197	$	3,787,729	$	53.55	$	108.23	$	1,568,400		$	1,418,337



Measure	Nature	Explanation

Adjusted EBITDA	Financial measure	Non-GAAP financial measure calculated as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities. We use Adjusted EBITDA to evaluate our operating performance, and it is one of the measures used by our management for planning and forecasting future periods.

Gain Margin	Financial Measure	Financial measure calculated as total loan production income divided by total loan origination volume for the applicable period.

Cost Per Loan	Financial Measure	Financial measure for per unit costs to originate calculated as total origination expense divided by closed loans for the applicable period.

Total Loan Production	Non-financial performance measure	Operational metric calculated as total purchase loan production volume and total refinance loan production volume.

Broker Channel Growth	Non-financial performance measure	Operational metric for growth in the number of new loan officers and unique real estate agents closing a loan with a broker.

Loan Defect Rate	Non-financial performance measure	Operational metric of percentage of loan defects discovered within total loans originated.

Net Promoter Score	Non-financial performance measure	Operational metric for measuring client satisfaction based on average monthly scores of regular surveys.



	Class A Common Stock Beneficially Owned					Class D Common Stock Beneficially Owned				% of Total Voting Power⁽¹⁾
Name and Address of Beneficial Owners	Number of Shares			%		Number of Shares		%		% of Total Voting Power⁽¹⁾

Directors and Named Executive Officers

Mat Ishbia⁽²⁾		1,502,241,317			94.1		1,502,069,787		100.0		79.0	⁽⁴⁾

Andrew Hubacker		28,395			*		—		—		*

Alex Elezaj		296,687			*		—		—		*

Laura Lawson		47,811			*		0		—		*

Melinda Wilner		52,270			*		—		—		*

Jeff Ishbia		—			—		—		—		—

Justin Ishbia⁽⁵⁾		4,725			*		0		—		*

Stacey Coopes		1,584

Kelly Czubak		7,164			*		—		—		*

Isiah Thomas		4,725			*		—		—		*

Robert Verdun		204,725			*		—		—		*

All Directors and Executive Officers as a Group (11 individuals)		1,502,889,403	⁽³⁾		94.1		1,502,069,787		100.0		79.0	⁽⁴⁾

Five Percent Holders

SFS Holding Corp.⁽²⁾		1,502,069,787	⁽³⁾		94.1		1,502,069,787		100.0		79.0	⁽⁴⁾

The Vanguard Group⁽⁶⁾		8,654,247			9.1		—		—		*

FMR LLC⁽⁷⁾		7,749,307			8.2		—		—		*

Tom Gores⁽⁸⁾		6,909,320			7.3		—		—		*

Alec Gores⁽⁹⁾		5,667,997			6.0		—		—		*



Proposal		How You Can Vote	Board Recommendation

1:	Election of Justin Ishbia, Robert Verdun and Melinda Wilner, as directors for a three-year term expiring at the 2027 Annual Meeting	• FOR the election of all Class III director nominees named herein • WITHHOLD authority to vote for all such Class III director nominees • Individually vote FOR or WITHHOLD with respect to each Class III director nominees by indicating in the space provided on the proxy	FOR each director nominee

2:	Ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2024 fiscal year	• FOR • AGAINST • You may indicate that you wish to ABSTAIN from voting on the matter	FOR

3:	Advisory Vote on the compensation of our Named Executive Officers (“Say on Pay”)	• FOR • AGAINST • You may indicate that you wish to ABSTAIN from voting on the matter	FOR



Proposal		Vote Required for Approval	Abstentions

1:	Election of Directors	Majority of votes cast	No impact

2:	Ratification of Deloitte as independent registered public accounting firm	Majority of votes cast	No impact

3:	Say on Pay	Majority of votes cast	No impact



Proposal		Can Brokers Vote Absent Instructions?	Impact of Broker Non-Vote
1:	Election of Directors	No	None
2:	Ratification of the appointment of Deloitte as Auditors	Yes	Not Applicable
3:	Say on Pay	No	None