Walker & Dunlop, Inc.

For the period ended May 2, 2024. Filed Mar 15, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2024 · Filed Mar 15, 2024

WD$39.05-2.0%Stored close · as of Nov 6, 2026

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Contents

Pay-Versus-Performance

Pay-Versus-Performance(1)

Pay-Versus-Performance Table

As required by the Securities and Exchange Commission, the following table is intended to compare the amounts of compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023 to the Company’s:

●	TSR (on an absolute and relative basis);

●	net income; and

●	diluted EPS, the Company’s selected measure.

Differences in our summary compensation table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, and the probability assessment of performance under our PSP at the end of each fiscal year.


· · · · · · · · · · Value of Initial Fixed $100 · · · ·
· · · · · · · · · · Investment Based On: · · · ·
			Average
· Summary · · · · Summary · · Average · · · · S&P 600 · · · ·
· · Compensation · Compensation · Compensation · Compensation · · · · Small Cap · · · Diluted
· · Table Total · · Actually Paid · · Table Total for · · Actually Paid · Company · Financials · Net · · Earnings
	for PEO	to PEO	Other NEOs	to Other NEOs	TSR	TSR	Income	per Share
Year	($)	($)(1)	($)	($)(1)	($)(2)	($)(2)	($mm)	($)
2023	4,821,113	4,679,223	2,033,001	2,042,895	189.23	105.65	107.36	3.18
2022	4,775,116	(7,712,630)	1,899,621	(2,818,053)	129.68	100.43	213.82	6.36
2021	7,558,968	19,975,036	2,928,087	7,305,891	243.74	116.80	265.76	8.15
2020	6,954,317	20,191,276	3,497,906	7,609,006	145.95	91.65	246.18	7.69

(1)	Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO	Non-PEO NEOs
2023	William M. Walker	Gregory A. Florkowski, Howard W. Smith, Stephen P. Theobald and Richard M. Lucas

2022	William M. Walker	Gregory A. Florkowski, Howard W. Smith, Stephen P. Theobald, Richard M. Lucas and Paula A. Pryor

2021	William M. Walker	Stephen P. Theobald, Howard W. Smith, Richard M. Lucas and Paula A. Pryor
2020	William M. Walker	Stephen P. Theobald, Howard W. Smith, Richard M. Lucas and Paula A. Pryor

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined based on the stock price at the end of each fiscal year taking into account the probable outcome as of the end of the year for outstanding performance awards, as follows:

For the fiscal year ending December 31, 2019, represents actual performance for the 2017 performance awards and assumes threshold performance for the 2018 and 2019 performance awards.

For the fiscal year ending December 31, 2020, represents actual achievement for the 2018 performance awards, assumes the achievement of the maximum performance level for ROE and EPS and target performance level for revenue for the 2019 performance award, and assumes the achievement of the maximum performance level for EPS and revenue and target performance level for ROE for the 2020 performance award.

For the fiscal year ending December 31, 2021, represents actual achievement for the 2019 performance awards, achievement of maximum performance level for EPS and revenue and target performance level for ROE for the 2020 performance awards, and assumes the achievement of threshold performance level for EPS, target performance level for revenue and ROE, and no achievement under the TSR outperformance component for the 2021 performance award.

For the fiscal year ending December 31, 2022, represents actual achievement for the 2020 performance awards, assumes the achievement of a below-threshold performance level for EPS, target performance level for revenue, threshold performance level for ROE and no achievement under the TSR outperformance component for the 2021 performance awards, and assumes the achievement of a below-threshold performance level for EPS and ROE, threshold performance level for revenue and no achievement under the TSR outperformance component for the 2022 performance award.

For the fiscal year ending December 31, 2023, represents actual achievement for the 2021 performance awards, and assumes the achievement of a below-threshold performance level for EPS, revenue, and ROE and no achievement under the TSR outperformance component for the 2022 and 2023 performance awards.

The following table sets forth the adjustments we made in the pay-versus-performance table in order to arrive at the amount of compensation “actually paid” to our NEOs


Adjustments to Determine Compensation “Actually Paid” for PEO ($) · 2023
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table		(2,833,238)
Increase in Fair Value of Awards Granted during year that Remain Unvested as of Year-end, determined as of Year-end		1,623,077
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		(290,222)
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		1,358,492
Total Adjustments		(141,891)


Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average)($) · 2023
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table		(1,103,668)
Increase in Fair Value of Awards Granted during year that Remain Unvested as of Year-end, determined as of Year-end		667,142
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		1,976
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		444,444
Total Adjustments		9,894

(2)	Represents the value of an investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested.

Tabular List of Important Financial Measures

The following reflects the financial measures that that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2023:

Most Important Financial Measures for 2023

Diluted Earnings Per Share

Return on Equity (ROE)

Total Revenues

Adjusted EBITDA

Relationship between Compensation Actually Paid and Financial Measures

Our compensation program is designed to be aligned with our performance, with the majority of our NEOs’ compensation awarded in the form of variable performance-based pay that is tied to the achievement of financial and operational performance. Additionally, a significant portion of our NEOs’ compensation is equity-based and subjects our NEOs to the same market fluctuations as our stockholders. The above table illustrates this alignment as follows:

●

2020 and 2021 represented strong performance years for the Company, including record levels of performance in 2021 with double-digit growth in revenues and adjusted EBITDA and record diluted earnings per share. As depicted in the pay-versus-performance table, compensation actually paid to our NEOs in 2020 and 2021 reflects these outstanding achievements and also reflects the significant growth in our Company’s stock price in both 2020 and 2021 on both an absolute and relative basis, including a 46% increase in absolute TSR in 2020 and a 67% increase in absolute TSR in 2021.

●

In 2022, our Company’s stock price continued to outperform our peer index but declined relative to the Company’s record-high 2021 performance. Accordingly, the compensation actually paid to our NEOs in 2022 was negative due to a decrease in fair value of outstanding and unvested equity awards and lower attainment under our annual cash incentive and performance share programs.

●

In 2023, market performance for the Company improved on both an absolute and relative basis. Total shareholder return was 46%, which significantly outperformed the S&P 600 small cap financials index. Strong market performance contributed to higher compensation actually paid values than those in 2022, largely due to the increase in fair value of vested and outstanding awards. Despite an increase from 2022, compensation actually paid remains lower than reported compensation, as summarized below:

●	Our Company experienced a decline in revenues, adjusted EBITDA, and earnings per share during 2023;

●	The majority of our NEOs’ compensation is granted in the form of equity awards with a long-term vesting component that resulted in a significant amount of unvested and unearned equity awards due to low performance share vesting;

●	Our performance share plans are earned based on pre-established performance goals that are established at levels that are designed to promote and reward significant growth;

●

As a result of our highly formulaic pay-for-performance structure of our annual cash incentive plan that is earned primarily based on (i) adjusted EBITDA, (ii) total revenues, and (iii) diluted EPS, and our equity awards, the majority of which are earned based on (i) diluted EPS, (ii) total revenues and (iii) return on equity, our compensation actually paid and performance are strongly aligned as further illustrated in the graphs below:

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