Walker & Dunlop (WD) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders are asked to vote on a say-on-pay proposal, with the Board recommending approval of Proposal 3.

• Proxy advisors Glass Lewis and ISS issued conflicting recommendations on the say-on-pay proposal, with ISS expressing concerns over a one-time CEO award.

Executive compensation and say-on-pay

• A one-time, multi-year Value Creation Award was granted to the CEO, requiring outperformance of the S&P 600 Small Cap Financials Index by 100 basis points and a 12%+ annualized TSR over three years.

• The award includes multi-year performance measurement, post-performance vesting, a $50 million payout cap, and a share cap to limit dilution.

• CEO compensation is 91% variable and performance-based; other executives' compensation is 79% variable.

• 2025 compensation outcomes reflected actual performance, with CEO incentives funded at 44% of target and no payouts for performance units due to unmet metrics.

• For 2025, the TSR outperformance modifier was expanded to all named executive officers, with additional payouts only if maximum financial goals and top quartile TSR are achieved.

Board of directors and corporate governance

• Compensation Committee emphasizes robust governance, including stock ownership requirements, clawback policy, prohibitions on hedging, pledging, tax gross-ups, and repricing equity awards without shareholder approval.

• An independent compensation consultant is used, and caps are set on incentive compensation.