DEF 14A 1 ny20000862x1_def14a.htm DEF 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to Section 240.14a-12

HOME POINT CAPITAL INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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	☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Home Point Capital Inc.

2211 Old Earhart Road, Suite 250

Ann Arbor, Michigan, 48105

April 14, 2022

Dear Stockholder:

We are pleased to welcome you to the 2022 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held exclusively online to provide a safe and convenient experience for stockholders and our associates. We hope that you will be able to virtually attend, and participate in, the Annual Meeting.

2021 was a transformative year for us. We became a public company, embraced significant changes within our industry and managed the pandemic work environment. We leaned in heavily on our culture stakes, with a particular focus on being nimble. As we previously announced, we recently formed a partnership with ServiceMac, LLC (“ServiceMac”) to subservice mortgage loans for us. This relationship will allow us to continue to strategically retain the servicing on our originations while enabling the redeployment of technology and process resources to support the growth of our Wholesale channel. While the industry is entering a challenging part of the mortgage cycle in 2022, we believe our singular focus on the wholesale channel will position us strategically for growth. As we enter our second year as a public company, we welcomed a new independent director, Joanna Zabriskie, to our Board of Directors, and our Audit Committee is now fully independent. Joanna brings with her 25 years of experience in real estate, banking and finance. Going forward, we are focused on being a more mature public company and instituting positive changes that help ensure the sustainability of our culture and mission to create financially healthy, happy homeowners.

At the Annual Meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement, and we will share a report on our business and operations.

Your vote is important. Even if you plan to participate in the Annual Meeting, please vote by internet, telephone, or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card explain how to vote your shares.

On behalf of the Board of Directors, thank you for your ongoing support of Home Point Capital Inc.

Sincerely,

Andrew J. Bon Salle Chairperson of the Board of Directors			William A. Newman President, Chief Executive Officer, and Director

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April 14, 2022

NOTICE OF HOME POINT CAPITAL INC. 2022 ANNUAL MEETING OF STOCKHOLDERS

Date	June 7, 2022
Time	11:00 a.m. Eastern Daylight Time
Location	Virtual annual meeting of stockholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/HMPT2022.
Purpose	Item 1.	To elect two Class I directors.
	Item 2.	To approve, on an advisory basis, our executive compensation.
	Item 3.	To approve, on an advisory basis, the frequency of stockholder votes on our executive compensation.
	Item 4.	To ratify the selection of BDO USA, LLP as the Company’s independent public accounting firm for the year ending December 31, 2022.
	To act upon such other business as may properly come before the meeting and any adjournments thereof.
Record Date	The directors have fixed the close of business on April 8, 2022, as the record date for determining stockholders entitled to notice of and to vote at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”).
Availability of Materials	We are making the proxy statement and the form of proxy first available on or about April 14, 2022.
Meeting Admission	If you wish to attend the Annual Meeting online, please enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or your proxy card, or by following the voting instructions that accompanied your proxy materials. A list of our registered holders as of the close of business on the record date will be made available to stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/HMPT2022. To access such list of registered holders beginning April 16, 2022 and until the meeting, stockholders should email Home Point Capital Inc. Investor Relations at investor@hpfc.com.
Voting by Proxy	Please submit a proxy card or, for shares held in “street name” through a broker, bank or nominee, a voting instruction form, as soon as possible, so your shares can be voted at the Annual Meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered stockholder, you may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card or Notice of Internet Availability of Proxy Materials. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank, or other nominee, which may permit telephone or Internet voting. Follow the instructions on the voting instruction form or Notice of Internet Availability of Proxy Materials that you receive from your broker, bank, or other nominee to ensure that your shares are properly voted at the Annual Meeting.

			By Order of the Board of Directors,

			Jean Weng
			General Counsel and Corporate Secretary

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HOME POINT CAPITAL INC.

2211 Old Earhart Road, Suite 250, Ann Arbor, Michigan 48105

Proxy Statement

Summary Information

	2022 Annual Meeting of Stockholders
	Date:			June 7, 2022
	Time:			11:00 a.m. Eastern Daylight Time
	Location:			Virtual annual meeting of stockholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/HMPT2022.
	Record date:			April 8, 2022

The proxy statement and the 2021 Annual Report (as defined below), and the means to vote electronically prior to the Annual Meeting, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the Notice of Internet Availability of Proxy Materials mailed beginning on or about April 14, 2022, on the proxy card or, if shares are held in the name of a broker, bank, or other nominee, on the voting instruction form.

More information about the Annual Meeting is described under the heading “General Information About the Annual Meeting.”

Voting Matters and Recommendations

Item			Board of Directors Recommendation
Election of Directors (see “Item 1”)			FOR Each Director
Advisory Approval of our 2021 Executive Compensation (see “Item 2”)			FOR
Advisory Approval of Frequency of Stockholder Vote on our Executive Compensation (see “Item 3”)			For every ONE YEAR
Ratification of BDO USA, LLP as Independent Registered Public Accounting Firm for 2022 (see “Item 4”)			FOR

The following summary provides general information about Home Point Capital Inc. (together with its subsidiaries, “we,” “our,” “us,” or the “Company” unless the context otherwise requires), and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2021 Annual Report on Form 10-K (the “2021 Annual Report”). The 2021 Annual Report accompanies this proxy statement and was previously filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

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Forward-Looking Statements

This proxy statement contains certain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should” and the negative of these terms or other comparable terminology often identify forward-looking statements. Forward-looking statements are not guarantees of future performance, are based upon assumptions, and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in this proxy statement. Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those contemplated include, among others: the effects of the COVID-19 pandemic on our business; our reliance on our financing arrangements to fund mortgage loans and otherwise operate our business; the dependence of our loan origination and servicing revenues on macroeconomic and U.S. residential real estate market conditions; the requirement to repurchase mortgage loans or indemnify investors if we breach representations and warranties; counterparty risk; the requirement to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances; risks related to any subservicer; competition for mortgage assets that may limit the availability of desirable originations, acquisitions and result in reduced risk-adjusted returns; our ability to continue to grow our loan origination business or effectively manage significant increases in our loan production volume; difficult conditions or disruptions in the mortgage-backed securities (“MBS”), mortgage, real estate and financial markets; competition in the industry in which we operate; our ability to acquire loans and sell the resulting MBS in the secondary markets on favorable terms in our production activities; our ability to adapt to and implement technological changes; the effectiveness of our risk management efforts; our ability to detect misconduct and fraud; any failure to attract and retain a highly skilled workforce, including our senior executives; our ability to obtain, maintain, protect and enforce our intellectual property; any cybersecurity risks, cyber incidents and technology failures; material changes to the laws, regulations or practices applicable to reverse mortgage programs operated by the Federal Housing Administration (“FHA”) and the U.S. Department of Housing and Urban Development (“HUD”); our vendor relationships; our failure to deal appropriately with various issues that may give rise to reputational risk, including legal and regulatory requirements; any employment litigation and related unfavorable publicity; exposure to new risks and increased costs as a result of initiating new business activities or strategies or significantly expanding existing business activities or strategies; the impact of changes in political or economic stability or by government policies on our material vendors with operations in India; our ability to fully utilize our net operating loss (“NOL”) and other tax carryforwards; any challenge by the Internal Revenue Service of the amount, timing and/or use of our NOL carryforwards; possible changes in legislation and the effect on our ability to use the tax benefits associated with our NOL carryforwards; the impact of other changes in tax laws; the impact of interest rate fluctuations; risks associated with hedging against interest rate exposure; the impact of any prolonged economic slowdown, recession or declining real estate values; risks associated with financing our assets with borrowings; risks associated with a decrease in value of our collateral; the dependence of our operations on access to our financing arrangements, which are mostly uncommitted; risks associated with the financial and restrictive covenants included in our financing agreements; risks associated with changes in the London Inter-Bank Offered Rate reporting practices and the use of alternative reference rates; our ability to raise the debt or equity capital required to finance our assets and grow our business; risks associated with derivative financial instruments; our ability to comply with continually changing federal, state and local laws and regulations; the impact of revised rules and regulations and enforcement of existing rules and regulations by the Consumer Financial Protection Bureau (“CFPB”); the impact of revised rules and regulations and enforcement of existing rules and regulations by state regulatory agencies; our ability to comply with the Government-Sponsored Enterprises (“GSE”), FHA, U.S. Department of Veterans Affairs (“VA”) and U.S. Department of Agriculture (“USDA”) guidelines and changes in these guidelines or GSE and Government National Mortgage Association (“Ginnie Mae”) guarantees; changes in regulations or the occurrence of other events that impact the business, operations or prospects of government agencies such as Ginnie Mae, the FHA or the VA, the USDA, or GSEs such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or such changes that increase the cost of doing business with such entities; our ability to obtain and/or maintain licenses and other approvals in those jurisdictions where required to conduct our business; our ability to comply with the regulations applicable to our investment management subsidiary; the impact of private legal proceedings; risks associated with our acquisition of mortgage servicing rights; the impact of our counterparties terminating our servicing rights under which we conduct servicing activities; risks associated with higher risk loans that we service; and our ability to foreclose on our mortgage assets in a timely manner or at all. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those listed under the heading “Risk

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Factors” in our 2021 Annual Report, as such risk factors may be amended, supplemented, or superseded from time to time by other reports filed by the Company with the SEC. Many of the important factors that will determine these results are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date thereof. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

About the Company

We are a leading residential mortgage originator and servicer driven by a mission to create financially healthy, happy homeowners. We do this by delivering scale, efficiency and savings to our partners and customers. Our business model is focused on leveraging a nationwide network of partner relationships to drive sustainable origination growth. We support our origination operations through a robust operational infrastructure and a highly responsive customer experience. We then leverage our servicing platform to manage the customer experience. We believe that the complementary relationship between our origination and servicing businesses allows us to provide a best-in-class experience to our customers throughout their homeownership lifecycle.

Our primary focus is our Wholesale channel, which is a business-to-business-to-customer distribution model in which we utilize our relationships with independent mortgage brokerages, which we refer to as our Broker Partners, to reach our end-borrower customers. In this channel, while our Broker Partners establish and maintain the relationship with the end-borrower, we as the lender underwrite the loan in-house and act as the original lender. This differentiates our Wholesale channel from our other two channels of mortgage origination: in our Direct channel, we as the lender engage with the end-borrower customers directly to originate mortgages, and in our Correspondent channel, we as the lender engage with original lenders, which we refer to as our Correspondent Partners, to purchase loans already issued to end-borrower customers. While we initiate our customer relationships at the time the mortgage is originated, we maintain ongoing connectivity with our nearly 442,000 servicing customers, with the ultimate objective of securing them as a Customer for Life. Our retention strategy and partnership model has differentiated us from our competitors and is a key driver of our continued growth and investment in the wholesale channel.

Financial Performance Highlights

Fiscal 2021 Financial and Key Performance Indicator Summary

	For the year ended
($ In millions, except per share data)	2021	2020
Total Funded Origination Volume	$ 96,203	$ 62,001
Total Fallout Adjusted Lock Volume	83,145	63,722
Gain on sale margin (bps)¹	90	232
Servicing portfolio – Units	425,989	349,696
Servicing portfolio – UPB	$128,360	$88,277

Total revenue, net	$961.5	$1,377.2
Origination segment direct expenses	513.5	387.5
Servicing segment direct expenses	70.9	61.0
Corporate expenses	168.2	140.0
Total expenses	752.6	588.5

Net income (loss)	166.3	607.0
Net income (loss) per share²	$1.19	$4.45

(1)	Calculated as gain on sale divided by Fallout Adjusted Lock Volume. Gain on sale includes gain on loans, net, loan fee income, interest income (expense), net, and loan servicing fees (expense) for the Origination segment.

(2)

On January 21, 2021, Home Point Capital effected a stock split of its outstanding common stock pursuant to which the 100 outstanding shares were split into 1,388,601.11 shares each, for a total of 138,860,103 shares of outstanding common stock. As a result, all amounts relating to per share amounts have been retroactively adjusted to reflect this stock split.

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The Company’s 2021 performance is reviewed in greater detail, along with relevant risks associated with our business, results of operations and financial condition, in the 2021 Annual Report, which accompanies this proxy statement and was previously filed with the SEC.

Director Nominees

We believe that members of our Board of Directors (the “Board”) should have complementary skills and qualifications that form a depth of broad and diverse experiences. We are intent on maintaining the Company’s reputation for quality, integrity, and high ethical standards and seek director nominees who have had substantial achievement in their personal and professional pursuits and possess the talent, experience, and integrity necessary to effectively oversee our businesses and strategy and enhance long-term stockholder value. Based on these desired attributes, the Board has nominated the following two director nominees for election at the Annual Meeting. For more detailed information about our directors, please see “Item 1 – Election of Directors” beginning on page 1 of this proxy statement.

Director Nominee	Principal Occupation	Other Public Company Boards (#)	Company Board Roles and Committee Memberships
Andrew J. Bon Salle	Consultant	0	• Chairperson of the Board of Directors
Director Since 2021			• Nominating and Corporate Governance Committee
Agha S. Khan∞	Managing Director of Stone Point Capital	1	• Chairperson of the Compensation Committee
Director Since 2015

∞ = Racially Diverse

Corporate Governance Highlights

Our Board is committed to maintaining a reputation for quality, integrity, and high ethical standards. Among other characteristics, the following highlights our key corporate governance practices:

•

Experienced Leadership. Our Board and Executive Leadership Team, which oversees the execution of the Company’s overall business (the “ELT”), consists of seasoned leaders with deep industry experience, as well as expertise in risk management, accounting, operations, and leadership experience in public and private companies.

•	Overboarding Policy. A non-employee director on our Board may not serve on more than five public company boards and an employee director on our Board may not serve on more than two public company boards without the Board’s approval.

•	Diversity. Three out of eight Board members are women or minorities; two out of nine members of the Company’s Executive Leadership Team are women or minorities.

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Environmental and Social

The Company believes it is critical to our long-term success that we manage our business activities in a socially and environmentally responsible manner and that we give back to the communities in which we live and work. We recognize that sustainable growth comes from operating with absolute integrity and in a way that respects our stockholders, clients, associates, communities, and the environment. We are dedicated to maintaining an inclusive workplace where our associates feel valued and engaged. We believe we have a responsibility to enrich our communities, and to be a leader in environmental sustainability, both in the way we carry out our operations and in the services we offer. As part of these efforts, the Board monitors our activities and practices on environmental and social related matters. Environmental and social highlights for 2021 include the following:

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Table of Contents

			PAGE
PROXY STATEMENT SUMMARY INFORMATION			i
PART 1 - CORPORATE GOVERNANCE AT THE COMPNY			1
Item 1 – Election of Directors			1
Class I Director Nominees			2
Corporate Governance			3
Board Composition			3
Annual Director Evaluations			6
Annual Board and Committee Self-Evaluation			6
Director Identification and Selection Process			7
Controlled Company			9
Board Leadership Review Process			9
Meetings of the Board of Directors and Annual Meeting of Stockholders			9
Committees of the Board of Directors			10
The Board’s Role in Risk Oversight			12
Corporate Governance Guidelines and Independence			12
Code of Conduct			13
Communication with the Board of Directors			13
Executive Officers			14
Human Capital			16
Human Capital Initiatives			17
Our Culture Stakes			18
PART 2 – COMPENSATION MATTERS			20
Item 2 – Advisory Approval of our Executive Compensation			20
Executive Compensation			21
Summary Compensation Table			21
Narrative Disclosure to Summary Compensation Table			22
Outstanding Equity Awards at December 31, 2021			27
Equity Compensation Plan Information			28
Termination and Change in Control Provisions			29
Severance Benefits Upon Termination			29
Accelerated Vesting of Equity Awards			29
Non-Management Director Compensation			30
General			30
Compensation Program			30
Agreements with Mr. Bon Salle			30
Sponsor Directors			31
2021 Director Compensation			32
Item 3 – Advisory Approval of Frequency of Stockholder Votes on our Executive Compensation			33

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			PAGE
PART 3 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			34
Related Person Policy			34
Related Person Transactions			35
Stockholders’ Agreement			35
Registration Rights Agreement			36
Director and Officer Indemnification and Insurance			36
Agreements with Mr. Bon Salle			36
Other Related Party Transactions			36
Hedging and Pledging			36
Security Ownership of Certain Beneficial Owners and Management			37
Beneficial Owners			37
Directors and Executive Officers			38
Delinquent Section 16(a) Reports			38
PART 4 – AUDIT RELATED MATTERS			39
Item 4 – Ratification of the Selection of the Independent Registered Public Accounting Firm			39
Audit Committee Responsibilities and Duties			39
Recommendation and Voting			39
Audit Committee Pre-Approval Policies and Procedures			40
Audit and Non-Audit Fees			40
Report of the Audit Committee			41
PART 5 – GENERAL INFORMATION ABOUT THE ANNUAL MEETING			42
Questions and Answers About Voting			42
Other Matters			45
Proposals and Nominations by Stockholders			45

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2022 NOTICE OF MEETING AND PROXY STATEMENT

PART 1 - CORPORATE GOVERNANCE AT THE COMPANY

Item 1 – Election of Directors

The Board of Directors unanimously recommends that you vote

FOR

each of the nominees for director (Item 1 on your proxy card)

Our Board has nominated two Class I directors for election at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2025 and the election of their successors. Both director nominees are non-management directors and one is associated with Stone Point Capital LLC (the “Sponsor”), our majority stockholder. Neither of Mr. Bon Salle nor Mr. Khan was deemed independent by the Board under the applicable definition in the Nasdaq Rules and the Guidelines (each as defined herein).

On January 28, 2022, the Board fixed the number of directors at eight, as permitted by our Certificate of Incorporation. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the election of the two Class I director nominees listed below. We have no reason to believe that any nominee will be unavailable for election at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board. Information relating to each nominee for election as director is described below, including:

•	age and period of service as a director of the Company;

•	business experience during at least the past five years (including directorships at other public companies); and

•	other experience, qualifications, attributes, or skills that led the Board to conclude the director should serve or continue to serve as a director of the Company.

The Board recommends that stockholders approve each director nominee for election based upon the qualifications and attributes discussed below.

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Item 1 (cont.)

2022 NOTICE OF MEETING AND PROXY STATEMENT

Class I Director Nominees

Andrew J. Bon Salle
Age 56, Director since 2021

Class I Director

Board Roles and Committees

• Chairperson of the Board of Directors

• Nominating and Corporate Governance Committee

Qualifications and Attributes

Mr. Bon Salle has served as Chairperson of our Board of Directors since January 2021. From 2014 through 2020, Mr. Bon Salle served as Executive Vice President—Single Family Mortgage Business for Fannie Mae. He joined Fannie Mae in 1992 and, prior to leading the Agency’s single-family mortgage business, served as Senior Vice President—Single-Family Underwriting, Pricing, and Capital Markets and in other executive roles. Mr. Bon Salle holds a Bachelor of Science in Business Administration from American University and an MBA from the Kogod School of Business at American University. We believe Mr. Bon Salle’s qualifications to serve on our Board of Directors include his executive leadership and management experience related to the mortgage industry.

Agha S. Khan
Age 43, Director since 2015

Class I Director

Board Roles and Committees

• Chairperson Compensation Committee

Qualifications and Attributes

Mr. Khan has served as a member of our Board of Directors since 2015. Mr. Khan is a Managing Director of Stone Point Capital. He joined Stone Point Capital in 2002. Previously, Mr. Khan was an Analyst in the Financial Institutions Group at Citigroup (formerly Salomon Smith Barney). Mr. Khan is a director of Broadstone Net Lease, Inc. (NYSE: BNL), as well as several private companies. He holds a B.A. from Cornell University. We believe Mr. Khan’s qualifications to serve on our Board of Directors include his significant business, financial and investment experience related to the mortgage industry.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Corporate Governance

Board Composition

Our Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders. Mr. Bon Salle and Mr. Khan serve as Class I directors with a term expiring at the 2022 Annual Meeting of Stockholders. Ms. Goodman and Messrs. Newman and Rosenzweig serve as Class II directors with a term expiring in 2023. Messrs. Levey and Morse and Ms. Zabriskie serve as Class III directors with a term expiring in 2024. Upon the expiration of the term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified, or his or her earlier death, resignation, retirement, disqualification, or removal from office. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

The Nominating and Corporate Governance Committee (“N&CG Committee”) is responsible for recommending to the Board, who ultimately nominates, directors for election each year and evaluating the need for new director candidates as appropriate. This assessment includes an evaluation of each director nominee’s skills and experience, qualification as independent, as well as consideration of diverse perspectives and experiences, and other characteristics, such as existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, technical skills, business or government acumen, financial and accounting background, technology background, executive compensation background, and the size, composition, and combined expertise of the existing Board.

In connection with the closing of our initial public offering (our “IPO”), we entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with investment entities directly or indirectly managed by the Sponsor, including Trident VI, L.P., Trident VI Parallel Fund, L.P., Trident VI DE Parallel Fund, L.P. and Trident VI Professionals Fund, L.P. (collectively, the “Trident Stockholders”). The Stockholders’ Agreement provides that the Trident Stockholders have certain nomination rights to designate candidates for nomination to our Board for so long as the Trident Stockholders or their affiliates beneficially own certain percentages of our common stock, described below under the section entitled “Part 3 – Certain Relationships and Related Party Transactions—Related Person Transactions.”

Board Diversity Matrix

(As of March 31, 2022)

Total Number of Directors: 8

Gender Identity	Female	Male	Non-Binary	Did Not Disclose
Gender	2	6	—	—
Demographic Background
Black or African American	—	—	—	—
Hispanic or Latinx	—	—	—	—
Asian	—	1	—	—
Native American or Alaska Native	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White (not of Hispanic or Latinx origin)	7	—	—	—
LGBTQ+	—	—	—	—

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Corporate Governance (cont.)

2022 NOTICE OF MEETING AND PROXY STATEMENT

Directors

We provide below summary biographies of our directors (other than our director nominees whose biographies appear under “Item 1 — Election of Directors”).

Laurie S. Goodman
Age 66, Director since 2021

Class II Director

Board Roles and Committees

• Audit Committee

• Chairperson of the Nominating and Corporate Governance Committee

Qualifications and Attributes

Ms. Goodman has served as a member of our Board of Directors since February 2021. Ms. Goodman is an Institute Fellow at the Urban Institute. She founded the Housing Finance Policy Center at the Urban Institute in 2013, and was its Director or Co-Director from 2013 to 2021. Before joining the Urban Institute in 2013, from 2008 to 2013, she was Senior Managing Director at Amherst Securities Group, LP, a boutique broker-dealer specializing in securitized products. From 1993 to 2008, Ms. Goodman was head of global fixed income research and manager of US securitized products research at UBS and its predecessor firms. Before that, she held research and portfolio management positions at several Wall Street firms and she began her career as a senior economist at the Federal Reserve Bank of New York. She was inducted into the Fixed Income Analysts Hall of Fame in 2009. Ms. Goodman currently serves on the board of directors of MFA Financial (2014 to present) and Arch Capital Group Ltd. (2018 to present). She is also a consultant to The Amherst Group and serves on the CFPB’s Consumer Advisory Board. From 2017 to 2021, Ms. Goodman was on the board of directors of each of DBRS Inc and Morningstar Credit Ratings. Ms. Goodman has a B.A. in Mathematics from the University of Pennsylvania and an M.A. and Ph.D. in Economics from Stanford University. We believe Ms. Goodman’s qualifications to serve on our Board of Directors include her executive leadership and management experience related to the financial services and housing industries.

William A. Newman

Age 57, Director since 2015

Class II Director

Qualifications and Attributes

Mr. Newman has served as a member of our Board of Directors and our President and Chief Executive Officer since 2015. Prior to joining the Company, Mr. Newman held a variety of leadership roles within the mortgage industry, including at Cole Taylor Mortgage, ABN AMRO Mortgage Group and InterFirst Wholesale Mortgage Lending. Mr. Newman holds a Bachelor of Business Administration in Finance from the University of Michigan and a Master of Business Administration in Finance and Business Economics from Wayne State University. We believe Mr. Newman’s qualifications to serve on our Board of Directors include his executive leadership and management experience and extensive business and financial experience related to the mortgage industry.

Eric L. Rosenzweig
Age 39, Director since 2015

Class II Director

Board Roles and Committees

• Compensation Committee

Qualifications and Attributes

Mr. Rosenzweig has served as a member of our Board of Directors since 2015. Mr. Rosenzweig is a Managing Director of Stone Point Capital. He joined Stone Point Capital in 2006. Previously, Mr. Rosenzweig was an Analyst in the Financial Institutions Group at UBS. Mr. Rosenzweig serves as a director of several private companies. He holds a Bachelor of Science from the Wharton School of the University of Pennsylvania. We believe Mr. Rosenzweig’s qualifications to serve on our Board of Directors include his significant business, financial and investment experience related to the mortgage industry.

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Corporate Governance (cont.)

2022 NOTICE OF MEETING AND PROXY STATEMENT

Stephen A. Levey
Age 48, Director since 2015

Class III Director

Board Roles and Committees

• Nominating and Corporate Governance Committee

Qualifications and Attributes

Mr. Levey has served as a member of our Board of Directors since 2015. Mr. Levey is a Managing Director and Counsel of Stone Point Capital. He joined Stone Point Capital in 2008. Previously, Mr. Levey was an attorney at Debevoise & Plimpton LLP. Mr. Levey previously served as a member of the board of directors of Atlantic Capital Bancshares, Inc. (Nasdaq: ACBI), and he currently serves as a director of several private companies. He earned his A.B. from Princeton University and his Juris Doctor degree from the New York University School of Law. We believe Mr. Levey’s qualifications to serve on our Board of Directors include his significant business, financial and investment experience related to the mortgage industry.

Timothy R. Morse
Age 53, Director since 2021

Class III Director

Board Roles and Committees

• Chairperson of the Audit Committee

• Compensation Committee

Qualifications and Attributes

Mr. Morse has served as a member of our Board of Directors since February 2021. Since 2018, Mr. Morse has served as a board member or advisor to public and private companies of varying sizes in a variety of different industries. He is the Audit Committee Chairman for privately held Wilsonart LLC, and a member of the Audit Committee of Tennant Company (NYSE: TNC). From 2015 to 2018, Mr. Morse served as Chief Executive Officer of Ten-X, an online real estate marketplace company, and he also served as Chief Financial Officer of Ten-X from 2014 to 2015. Prior to Ten-X, Mr. Morse served in a variety of leadership roles for Yahoo! Inc., including Chief Financial Officer and Interim Chief Executive Officer. Prior to joining Yahoo!, Mr. Morse held CFO roles at General Electric Company and Altera Corporation. Mr. Morse graduated from Boston College in 1991 with a BS in Finance and Operations & Strategic Management. We believe Mr. Morse’s qualifications to serve on our Board of Directors include his executive leadership and management experience related to the financial and business services industries.

Joanna E. Zabriskie
Age 56, Director since 2022

Class III Director

Board Roles and Committees

• Audit Committee

Qualifications and Attributes

Ms. Zabriskie has served as a member of our Board of Directors since January 2022. Ms. Zabriskie is President and CEO of the BH Companies, a national owner/operator of multifamily properties. She joined BH in 2013 as Senior Vice President. In December 2014, she was promoted to President and CEO. Prior to BH, her previous company co-invested with BH for many years as a sponsor/partner on multifamily acquisitions. Her roles included serving as the Managing Director and Chief Investment Officer of Harbour Realty Partners, a company she co-founded to invest in multifamily properties and serving as Managing Director for Captec Financial Group. Ms. Zabriskie earned an undergraduate degree from Carleton College and a Masters in International Management and MBA from the American Graduate School of International Management (Thunderbird). She has more than 25 years of experience in real estate, banking, and finance. We believe Ms. Zabriskie’s qualifications to serve on our Board of Directors include her executive leadership and management experience and extensive business and financial experience related to the mortgage industry.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Annual Director Evaluations

The Board, acting through the N&CG Committee, annually assesses each director’s performance and contributions to the overall effectiveness of the Board. Using the evaluation criteria illustrated below, the Board monitors each director’s performance. The Board believes that each of the director nominees on the Board has substantial achievement in their personal and professional pursuits and has talents, experience, judgment, and integrity that will contribute to the best interests of the Company and to long-term stockholder value. The director nominee biographies for our Class I directors set forth in this proxy statement under the heading “Item 1—Election of Directors” indicate each nominee’s qualifications, skills, experience, and attributes that led the Board to conclude that they should continue to serve as a director of the Company.

Annual Board and Committee Self-Evaluation

The Board and each Board committee conducts an annual self-evaluation of its performance and effectiveness. For the self-evaluation, directors complete a questionnaire to evaluate the Board and each committee on which they serve, focusing on leadership, scope of responsibilities, quality of interactions with management, quality of materials presented, allocation of time for discussion during the meetings, and areas of potential improvement. The overall performance of the Board—including its contributions to the Company—and a compilation of director responses is to be reviewed and discussed by the N&CG Committee and by the full Board. Similarly, the performance of each committee, along with specific committee member responses, is reviewed and discussed by the respective committee.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Director Identification and Selection Process

The Board regularly reviews its composition and size to evaluate its overall effectiveness and alignment with Company strategy. As part of this review, the N&CG Committee, in conjunction with the Board, establishes the desired criteria, skills, and areas of expertise needed to continue to support the Board in advancing the Company’s businesses and strategy. Once the desired characteristics are established, the Committee reviews each director candidate. Illustrated below is an overview of the process used to identify the desired attributes and to select new candidates for the Board.

The N&CG Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by the N&CG Committee, Board members, or stockholder recommendations.

The Board is nominating Mr. Bon Salle and Mr. Khan, each a Class I director and each meets the criteria identified by the Board for directors. Both the N&CG Committee and the Board believe Mr. Bon Salle and Mr. Khan each possesses the background and requisite experience to make significant contributions to the Company and will enhance the overall effectiveness and composition of the Board through his service as a director. Neither of Mr. Bon Salle nor Mr. Khan was deemed independent by the Board under the Guidelines.

In carrying out its responsibility to identify the best qualified candidates for directors, the N&CG Committee will consider proposals for nominees from a number of sources, including recommendations from stockholders submitted upon written notice to the Chairperson of the Nominating and Corporate Governance Committee, c/o the Office of the General Counsel, 2211 Old Earhart Road, Suite 250, Ann Arbor, Michigan, 48105. The N&CG Committee seeks to identify individuals qualified to become directors, consistent with the identified criteria.

By following the procedures set forth under “Part 5 – General Information About the Annual Meeting—Proposals and Nominations by Stockholders,” stockholders also have the right under our amended and restated bylaws (our “Bylaws”) to directly nominate director candidates and, in certain circumstances, to have their nominees included in the Company’s proxy statement.

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	Director Nominee Characteristics and Qualifications
	The Board expects all director nominees to possess the following attributes or characteristics:
				• unquestionable business integrity and ethics, irrefutable reputation, and superior moral and ethical standards
				• informed and independent judgment with a balanced perspective, financial literacy, mature confidence, high performance standards, and incisiveness
				• ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with the Company’s operating and administrative procedures
				• a willingness to work closely with the other Board members
	Taken as a whole, the Board expects its members to have one or more of the following skill sets and specific business background:
				• experience in the mortgage industry
				• experience as a senior officer of a well-respected public company
				• experience as a senior business leader of an organization active in our industry
				• experience in key disciplines of significant importance to the Company’s overall operations
				• qualification as an audit committee financial expert
				• qualification as a risk management expert

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Controlled Company

As of the date of this proxy statement, the Sponsor beneficially owns 127,771,035 shares, or approximately 92.1% of the voting power of our shares eligible to vote in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC (the “Nasdaq Rules”). Under the Nasdaq Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is comprised entirely of independent directors and (3) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors. As such, we have elected to be exempt from the requirements to have a compensation committee and nominating and corporate governance committee composed entirely of independent directors and a majority of independent directors on our Board.

In the event that we cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these standards and, depending on our Board’s independence determination with respect to our then-current directors, we may be required to add additional directors to our Board in order to achieve such compliance within the applicable transition periods.

Board Leadership Review Process

The Board, with assistance from the N&CG Committee, reviews the Board leadership structure from time-to-time to assess and determine the appropriate structure for the Company. The Board values the flexibility to permit review and determination of the appropriate leadership structure based on the opportunities and circumstances of the Company at any given time.

The Board currently believes the separation of the roles of Chairperson of the Board and Chief Executive Officer is appropriate, and the Board continues to believe that Mr. Bon Salle’s role as Chairperson is currently the most effective leadership structure for the Company and is in the best interests of the Board, the Company, and its stockholders.

Among the factors considered by the Board in determining that the current leadership structure is the most appropriate are:

•

The separation of the roles of Chief Executive Officer and Chairperson of the Board allows the Chairperson to focus on the effectiveness of our Board and oversight of our executive officers while our Chief Executive Officer can focus on executing the Company’s business strategy and managing the Company’s day-to-day business operations.

•	Mr. Bon Salle has extensive knowledge of our business and strategy and is well positioned to focus our Board’s agenda on the key issues facing the Company.

•

Mr. Bon Salle, while not an independent director under the guidelines for director independence set forth in the Guidelines and under all applicable Nasdaq Rules, was not nominated to the Board by the Trident Stockholders pursuant to the Stockholders’ Agreement. Mr. Bon Salle can raise issues with management on behalf of the independent directors or act as a liaison between the Chief Executive Officer and the independent directors, in each case when appropriate.

Meetings of the Board of Directors and Annual Meeting of Stockholders

During 2021, the Board held 8 meetings, and each of the incumbent directors attended, either in-person or virtually, at least 75 percent of the total of all meetings of the Board and committees on which the director served during his or her service as a director.

Although the Company does not have a formal policy regarding attendance of directors at the annual meeting of stockholders, all directors are encouraged to attend.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Committees of the Board of Directors

The Board has the following principal committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section of our website at www.investors.homepoint.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, is annually reviewed by each respective committee.

Audit Committee
			Primary Responsibilities:
Current Members: • Timothy R. Morse, Chair • Laurie S. Goodman • Joanna E. Zabriskie* 7 Meetings in 2021			• Selecting, evaluating, compensating, and overseeing the independent registered public accounting firm • Overseeing our financial reporting activities and the accounting standards and principles followed • Reviewing and discussing with management and the independent auditor, as appropriate, the effectiveness of our internal control over financial reporting • As required by the Nasdaq Rules, reviewing our major financial risk exposures (and the steps management has taken to monitor and control these risks) and our risk assessment and risk management practices and the guidelines, policies and processes for risk assessment and risk management • Approving audit and non-audit services provided by the independent registered public accounting firm • Reviewing and, if appropriate, approving or ratifying transactions with related persons required to be disclosed under SEC rules • Meeting with management and the independent registered public accounting firm to review and discuss our financial statements and other matters • Overseeing our internal audit function, including reviewing its organization, performance and audit findings, and reviewing our internal controls • Monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters • Establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal controls, auditing, or compliance matters • Reviewing proposed waivers of the code of conduct for directors and executive officers • Reviewing the adequacy of the Audit Committee and its charter and recommending any proposed changes to the Board at least annually

All members meet the independence requirements of the Nasdaq Rules and the rules and regulations of the SEC. In addition to other members, Mr. Morse is considered an audit committee financial expert (as defined by SEC rules).

*Mr. Rosenzweig served on the Audit Committee during 2021 until Ms. Zabriskie was appointed to replace him on January 28, 2022.

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Compensation Committee
			Primary Responsibilities:
Current Members: • Agha S. Khan, Chair • Eric L. Rosenzweig • Timothy R. Morse 2 Meetings in 2021			• Reviewing and approving, or recommending to the full Board, the goals and objectives relating to the compensation of our executive officers, including any long-term incentive components of our compensation programs • Evaluating the performance of our executive officers in light of the goals and objectives of our compensation programs and approving, or recommending to the full Board, each executive officer’s compensation based on such evaluation • Overseeing the evaluation of each of our executive officer’s performance • Reviewing and approving, or recommending to the full Board, subject, if applicable, to stockholder approval, our compensation programs • Reviewing the operation and efficacy of our executive compensation programs in light of their goals and objectives • Reviewing and assessing risks arising from our compensation programs • Periodically reviewing that our executive compensation programs comport with the Compensation Committee’s stated compensation philosophy • Reviewing and recommending to the Board the appropriate structure and amount of compensation for our directors • Establishing and periodically reviewing policies for the administration of our equity compensation plans • Reviewing the adequacy of the Compensation Committee and its charter and recommending any proposed changes to the Board at least annually The charter of the Compensation Committee permits the Compensation Committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction.

Nominating and Corporate Governance Committee
			Primary Responsibilities:
Current Members: • Laurie S. Goodman, Chair • Andrew J. Bon Salle • Stephen A. Levey 1 Meeting in 2021			• Selecting, or recommending that our Board select, the director nominees to stand for election at each annual meeting of our stockholders or to fill vacancies on our Board • Reviewing our management succession planning • Monitoring compliance with the Guidelines • Overseeing the annual performance evaluation of our Board (and any committees thereof) and management • Reviewing the adequacy of the Nominating and Corporate Governance Committee and its charter and recommending any proposed changes to the Board at least annually

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2022 NOTICE OF MEETING AND PROXY STATEMENT

The Board’s Role in Risk Oversight

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value.

Corporate Governance Guidelines and Independence

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee, and the N&CG Committee. Because affiliates of the Sponsor hold more than 50% of our common stock, we are considered a “controlled company” within the meaning of the Nasdaq Rules. As such, we have elected to be exempt from the requirements to have (1) a compensation committee and a nominating and corporate governance committee composed entirely of independent directors and (2) a majority of independent directors on our Board.

Our N&CG Committee and the Board evaluate the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders.

	Independent Director Sessions
	•			The independent directors meet in an executive session at every regularly scheduled meeting of the Board and otherwise as needed
	•			The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion. The regularity of these meetings fosters continuity for these discussions and allows for a greater depth and scope to the matters discussed

Under our Corporate Governance Guidelines (the “Guidelines”) and the Nasdaq Rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

Our Guidelines define independence in accordance with the independence definition in the current Nasdaq Rules for listed companies. Our Guidelines require our Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the independence definition in the Nasdaq Rules, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board has determined that each of Ms. Goodman, Mr. Morse, and Ms. Zabriskie is independent under the guidelines for director independence set forth in the Guidelines and under all applicable Nasdaq Rules, including with respect to committee membership. Our Board also has determined that each of Ms. Goodman, Mr. Morse, and Ms. Zabriskie is “independent” under Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for purposes of Audit Committee independence.

While the “controlled company” exemption described above does not modify the independence requirements for an audit committee of a listed company, both the Nasdaq Rules and Rule 10A-3 under the Exchange Act permit a listed company to have a majority of independent directors on its audit committee until one year from the date of effectiveness of a registration statement for an initial public offering. After such transition period, the audit committee is required to be comprised entirely of independent directors. In 2021, we utilized this transition period until Ms. Zabriskie replaced Mr. Rosenzweig on our Audit Committee on January 28, 2022.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Code of Conduct

The Company has adopted a Code of Conduct and Business Ethics (the “Code”) that applies to our directors and all of the Company’s employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions. The Code sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. This Code also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any other executive officer or director, by posting such information on our website at www.investors.homepoint.com or by filing a Current Report on Form 8-K pursuant to applicable rules. The Code may be found in the “Corporate Governance” section on our website at www.investors.homepoint.com.

Communication with the Board of Directors

Stockholders and other interested parties may write to any of the Board’s members at the below address. The Board considers stockholder questions and comments to be important and endeavors to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly. The General Counsel and Corporate Secretary will review any stockholder communications and will forward to the Chairperson of our Board, our Board, or any of its members a summary and/or copies of any such correspondence that deals with the functions of our Board or committees thereof or that the General Counsel and Corporate Secretary otherwise determines requires their attention. Certain circumstances may require that our Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter.

Office of the General Counsel

2211 Old Earhart Road, Suite 250

Ann Arbor, Michigan, 48105

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Executive Officers

Mark E. Elbaum

Age 59, Executive Officer since 2020

Chief Financial Officer

Qualifications and Attributes

Mr. Elbaum has served as our Chief Financial Officer since December 2020. Prior to joining the Company, Mr. Elbaum served as Chief Financial Officer of Marlette Funding, LLC from 2018 to 2020 and Chief Financial Officer of Merrill Lynch, Bank of America’s Wealth Management business from 2011 to 2017. Prior roles included 20 years in the mortgage industry as Chief Financial Officer of Bank of America’s mortgage lending division and Chief Financial Officer of the Residential Lending Division at Countrywide Financial Corporation. In addition, Mr. Elbaum served as Senior Vice President of Finance at Aames Financial Corporation and as an Audit Manager at Price Waterhouse. Mr. Elbaum holds a Master of Accounting from the University of Southern California and is a Certified Public Accountant.

John Forlines

Age 58, Executive Officer since 2021

Chief Risk Officer

Qualifications and Attributes

Mr. Forlines has served as our Chief Risk Officer since March 2021. Prior to joining the Company, Mr. Forlines enjoyed a 33-year career at Fannie Mae, where he oversaw the agency’s enterprise risk management including credit and operational risk management for its $3.5 trillion book of single-family and multifamily loans. Also, during his time at Fannie Mae, Mr. Forlines held titles of Chief Audit Executive and Chief Credit Officer, roles in which he maintained a comprehensive view of corporate functions as well as credit risk related to underwriting and servicing risk management activities. John obtained his Bachelor of Science in Business Administration from the University of North Carolina and a Master of Business Administration in Human Resources Management from the University of Dallas. Mr. Forlines is a certified public accountant (CPA) in the District of Columbia and North Carolina.

Maria N. Fregosi

Age 56, Executive Officer since 2015

Chief Investment Officer

Qualifications and Attributes

Ms. Fregosi has served as our Chief Investment Officer since December 2020. As a founding member of the Company, she previously served as our Chief Financial Officer from 2018 to 2020 as well as the Chief Strategy Officer and the Chief Capital Markets Officer from 2015 to 2018. Ms. Fregosi has served on the board of Interlink Electronics, Inc. (Nasdaq: LINK) since 2021, where she is Chair of the Audit Committee and a member of the Compensation Committee. Prior to joining Home Point, Ms. Fregosi served as Chief Capital Markets Officer for Hamilton Group Funding, a retail mortgage loan originator. In addition, Ms. Fregosi served as the Chief Operating Officer and Chief Compliance Officer of Catalyst Financial, a full-service value-based investment banking firm, and simultaneously the Chief Operating Officer for BKF Capital Group, a publicly traded investment company involved in activist investing. Ms. Fregosi also served as Chief Operating Officer and Chief Financial Officer of Client First Settlement Funding, a boutique specialty finance company, and as an Executive Vice President at ABN AMRO Bank. Ms. Fregosi holds a Master of Business Administration in Finance from the University of Rochester’s Simon School and is a Summa Cum Laude graduate with a Bachelor of Arts in Economics from SUNY Buffalo State College.

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Perry Hilzendeger

Age 55, Executive Officer since 2020

President of Servicing

Qualifications and Attributes

Mr. Hilzendeger has served as our President of Servicing since August 2020. Prior to joining the Company, Mr. Hilzendeger spent 30 years at Wells Fargo Home Lending in a variety of leadership positions, including Head of Retail Operations, Head of Servicing Operations, Senior Vice President of Default Services, and Senior Vice President of Real Estate Servicing. Mr. Hilzendeger obtained his Bachelor of Science in Business from the University of Minnesota and graduated from the AFSA Management Development Program at the University of North Carolina.

Phillip M. Miller

Age 53, Executive Officer since 2019

Chief Operating Officer

Qualifications and Attributes

Mr. Miller has served as our Chief Operating Officer since 2019. Prior to joining the Company, Mr. Miller spent 10 years at MB Financial Bank N.A. (formerly Cole Taylor Bank) where he most recently served as Executive Vice President, President of the Mortgage Division. Prior to joining MB Financial Bank N.A. (formerly Cole Taylor Bank), Mr. Miller served as Vice President/Secondary Marketing and Pricing at Fifth Third Bank. Prior to joining Fifth Third Bank, he served in various leadership roles with ABN-AMRO Mortgage and InterFirst/Standard Federal Bank. Mr. Miller obtained his Bachelor of Arts in Economics from the University of Wisconsin.

Phillip R. Shoemaker Jr.

Age 43, Executive Officer since 2018

President of Originations

Qualifications and Attributes

Mr. Shoemaker has served as our President of Originations since 2018. Prior to joining the Company, Mr. Shoemaker was one of the founding members of the originations business at Caliber Home Loans where he served in multiple roles on the executive management team from 2009 to 2018, including Executive Vice President, Chief Operating Officer of Production, Chief Administrative Officer and Senior Vice President of Operations. From 1997 to 2009, Mr. Shoemaker served in various leadership positions at Stonewater Mortgage Corporate and First Magnus Financial. With 23 years of experience in the mortgage industry, we believe Mr. Shoemaker has a proven track record of building strong lending originations platforms. He is a leading industry voice in advocating for the expansion of the independent mortgage originator within the wholesale and correspondent lending channels. Mr. Shoemaker obtained his Bachelor of Science in Electrical Engineering from the University of Arizona.

Jean Weng

Age 47, Executive Officer since 2021

General Counsel and Corporate Secretary

Qualifications and Attributes

Ms. Weng has served as our General Counsel and Corporate Secretary since March 2021. Prior to joining the Company, Ms. Weng was the Senior Vice President, Deputy General Counsel and Corporate Secretary at Voya Financial, Inc. (formerly ING U.S. Inc.). There, she oversaw the company’s corporate governance practices, and headed the company’s government relations and legal operations functions, as well as led the company’s privacy, procurement, and intellectual property legal team. Prior to Voya, Ms. Weng had a 12-year career at Davis Polk & Wardwell LLP in New York, where she advised companies and underwriters on capital raising transactions within the firm’s Capital Markets Group. Ms. Weng obtained her Bachelor of Art in History from Columbia University and a Juris Doctorate from Columbia Law School.

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Human Capital

The Company’s associates are at the center of what we do and a key driver of our long-term performance. Our associates strengthen our business, innovate better ways to serve our customers, and engage each other to create a thriving culture at the Company.

The Company focuses on the below themes when it comes to its approach to human capital management:

•	people are at the center of what the Company does;

•	the Company’s reaction to the COVID-19 public health crisis put people first and allowed the Company to embrace flexible work styles;

•	diversity, equity, and inclusion practices guide the Company to desired outcomes; and

•	investing in people and their aspirations helps create a workforce of the future.

Pursuant to this approach, we focus on attracting, retaining, and motivating associates as a key component of our long-term strategy.

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Human Capital Initiatives

Highlights of our human capital initiatives are noted below. Additional detail can be found in our forthcoming 2022 Corporate Sustainability Report.

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Our Culture Stakes

The Company has developed 12 Culture Stakes that serve as guiding principles for our associates and the Company. Our associates seek to embody the 12 Culture Stakes in their everyday work to build a more impactful organization.

Aligned

We align, we shine. We are one team, unified by our focus to operate in the most connected way possible. We incorporate and celebrate each other’s strengths, coming together to achieve our individual and shared goals. Our collective vision is aligned to ensure we leverage every possible resource to accomplish our achievements and inspire our teammates, company, and community.

Authentic

The real deal. We create an environment that fosters open communication and transparency, creating genuine interaction and alignment across the organization. We believe truth builds lasting relationships. We are true to our stakeholders, partners, customers, and each other. If it matters to them, it matters to us.

Compassionate

Dare to care. We possess compassion with a people-first mentality, building strong relationships with our customers, partners, investors, and each other. We are committed to seeking first to understand, then to be understood. We recognize that every small act makes a big difference.

Curious

The fast and the curious. Curiosity is the core of innovation. We are inquisitive, and no question is off-limits – no matter how big or small. Asking is the first step to creating meaningful change and dramatic results. We unfailingly pursue information to determine causation and possibilities. We appreciate and encourage others to be curious and creative with no judgment.

Fun

If it’s not fun, what’s the point? We embrace having fun in our work life to inspire creativity and create positive energy. We work hard but balance our intensity and tenacity with gratification and enjoyment. When you do what you love and work with people you respect and admire, happiness ensues.

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Nimble

Homepoint be nimble, Homepoint be quick. We are intelligently fast in everything we do. Our decisiveness and flexibility enable us to adapt quickly and thrive in new environments. We seek to adapt to emerging market conditions, and our innovative culture defines our ability to respond, grow, and strive for market leadership.

Commitment

Decide. Commit. Succeed. We’re committed to fulfilling our mission of positive outcomes for our customers, associates, partners, and stockholders. We debate big ideas and commit to a path of supporting each other and achieving our goals. We are intentional with our actions and quick to learn from our mistakes. We are tenacious, devoted, and determined to succeed.

Community

Unity in community. We believe in the highest level of service and connection without the expectation of anything in return. We are purpose-driven and feel a responsibility to build and maintain an organization that is bigger than any one person or thing.

Courageous

Roar to Soar. Be Brave. Be Great. Be Bold. Be Gutsy. We create an environment of vulnerability without judgment. We encourage the voices of everyone throughout the organization to speak up and be heard. Courageous associates try more, trust more, and tell more. Our boldness inspires and positions our organization as a catalyst for social responsibility and innovation.

Diversity & Inclusion

Our differences are our superpower. We strive to create a diverse, inclusive environment where every person is additive to our success. We actively work to hire, promote, and recognize those whose unique voices make us stronger. We value the opinions, life experiences, and backgrounds of our customers, associates, partners, and stockholders. We believe having diverse ideas and perspectives is core to our success.

Excellence

Excellence is a habit. We win by doing ordinary things in extraordinary ways. We believe that high standards are contagious, and attention to every detail matters. We perform even the most mundane tasks in superior ways. We believe that being exceptional is a habit, not an act.

Sustainability

Create a legacy. We are committed to creating positive change that pays dividends today and into the future. We remain strong through economic uncertainties and environmental changes in our industry. Our flexible approach yields a responsible and positive impact on our culture, customers, and community.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

PART 2 – COMPENSATION MATTERS

Item 2 – Advisory Approval of our Executive Compensation

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 2 on your proxy card)

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our Named Executive Officers as disclosed on pages 21 to 29. While the results of the vote are non-binding and advisory in nature, the Board intends to consider the results of this vote.

The text of the resolution in respect of Item 2 is as follows:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative disclosure, is hereby APPROVED.”

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Executive Compensation

We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure rules. In accordance with such rules, we are required to provide a summary compensation table and a table disclosing outstanding equity awards at fiscal year end, as well as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving as our Chief Executive Officer and our two next most highly compensated executive officers at the end of the most recently completed fiscal year. We refer to the aforementioned individuals throughout this section as our “Named Executive Officers.”

Summary Compensation Table

Name and Principal Position	Year	Salary⁽¹⁾ ($)	Bonus⁽²⁾ ($)	Stock Awards⁽³⁾ ($)	Option Awards⁽⁴⁾ ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽⁵⁾	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(i)	(j)
William Newman President and Chief Executive Officer	2021	$423,462	$1,004,616	$—	—	—	—	$1,428,078
William Newman President and Chief Executive Officer	2020	$400,000	$3,125,000	$—	—	—	—	$3,525,000
John Forlines Chief Risk Officer	2021	$330,769	$300,000	$1,999,996	—	—	$5,077	$2,635,842
Mark Elbaum Chief Financial Officer	2021	$400,000	$400,000	$999,998	—	—	$7,300	$1,807,298

(1)	The amounts reported represent the Named Executive Officer’s base salary earned during the fiscal year covered.

(2)

The amounts reported represent discretionary bonuses paid to our Named Executive Officers in 2020 and 2021, as applicable, based on fiscal 2020 and 2021 performance and 2020 and 2021 Special Bonuses, as applicable. See “—Annual Bonus” and “—Special Bonus Agreements” below. The amount reported for Mr. Elbaum includes a $100,000 discretionary bonus paid to Mr. Elbaum following the completion of the IPO.

(3)

The amounts reflect the fair value of equity awards granted in fiscal 2021. The equity awards granted in fiscal 2021 to each of Messrs. Forlines and Elbaum consisted of restricted stock units (“RSUs”) and performance stock units (“PSUs”). The amounts in column (e) represent the fair value of the entire amount of the award calculated in accordance with FASB ASC Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. For RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing market price of shares of our common stock on the date of grant. The value of the RSUs at the grant date included in the table above for Mr. Forlines is $999,998.08 and for Mr. Elbaum is $499,999.04. For PSUs, fair value is based on a model that considers the closing market price of shares of our common stock on the date of grant, the range of shares subject to such stock award, and the estimated probabilities of vesting outcomes. The value of PSUs at the grant date included in the table assumes target performance. The values of the PSUs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Forlines — $1,499,997.12; and Mr. Elbaum — $749,998.56. Note 18 of the consolidated financial statements in the 2021 Annual Report includes assumptions that we used in the calculation of the equity award values. For additional information regarding outstanding equity awards, please see “Executive Compensation—Outstanding Equity Awards at December 31, 2021.”

(4)

The amounts reported represent the aggregate grant-date fair value of performance-vesting options awarded to the Named Executive Officer in 2020 and 2021, as applicable, calculated in accordance with Topic 718, utilizing the assumptions discussed in Note 18 to our consolidated financial statements in the 2021 Annual Report. The performance-vesting options are subject to market conditions and an implied performance condition as defined under applicable accounting standards. The grant date fair value of the performance-vesting options was computed based upon the probable outcome of the performance conditions as of the grant date in accordance with Topic 718. Achievement of the performance conditions for the performance-vesting options was not deemed probable on the grant date and, accordingly, no value is included in the table for these awards pursuant to the SEC’s disclosure rules. Assuming achievement of the performance conditions, the aggregate grant date fair values of the performance-vesting options granted in fiscal 2020 to Mr. Newman would have been $342,322.

(5)

The amounts reported represent contributions made under the Company’s tax-qualified 401(k) retirement plan for Company employees (the “401(k) Plan”) and contributions by the Company to the Company’s defined contribution Health Savings Account (the “HSA”) that were earned in 2021. The value of the contributions made under the 401(k) Plan included in the table above for Mr. Forlines is $5,077 and for Mr. Elbaum is $5,800. The value of the contributions made under the HSA included in the table above for Mr. Elbaum is $1,500.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Narrative Disclosure to Summary Compensation Table

Employment Agreements and Offer Letter Agreements

William Newman Employment Agreement

We entered into an employment agreement with Mr. Newman, effective March 31, 2015, to serve as our chief executive officer and president. The initial term of the employment agreement is for a three-year period that began on the effective date of the employment agreement and is extended for subsequent terms of one-year unless either we or Mr. Newman give notice not to extend the term at least 60 days before the expiration of the initial term or a subsequent term.

Under the employment agreement, Mr. Newman was entitled to an annual base salary of $400,000, subject to annual review by our Board. On March 4, 2021, the Compensation Committee approved an increase in the annual base salary payable to Mr. Newman from $400,000 to $500,000, effective as of October 1, 2021. He is also eligible to earn an annual cash bonus with a target bonus opportunity equal to 100% of his base salary. Mr. Newman's target bonus opportunity was raised to 250% of his base salary by the Compensation Committee in fiscal 2021.

Mr. Newman is subject to the following restrictive covenants under his employment agreement: (i) confidentiality during his employment and perpetually after his termination; (ii) irrevocable assignment of all rights of any intellectual property created during his employment with us; (iii) non-competition during the term of the employment agreement and for a two-year period after termination (or a one-year period after termination for a termination due to our delivery of a non-extension notice); (iv) non-solicitation of customers and vendors and non-interference with the Company’s and our affiliates’ business for the same period that the non-compete applies; and (v) non-solicitation/hire of employees from the date of the employment agreement and for a two-year period after his termination for employees of the Company and our affiliates who were employed during the 12-month period preceding the solicitation or hiring. Our obligation to provide severance payments and benefits to Mr. Newman is contingent upon his continued compliance, in all material respects, with these restrictive covenants and his execution and non-revocation of a release of claims. The severance provisions contained in Mr. Newman’s employment agreement are described below under “—Potential Payments Upon Termination or Change in Control—Severance Benefits Upon Termination.”

John Forlines Offer Letter Agreement

We entered into an offer letter agreement with John Forlines, dated December 15, 2020, to serve as our chief risk officer starting on March 15, 2021. Under the offer letter agreement, Mr. Forlines is entitled to an annual base salary of $400,000 and is eligible to earn an annual performance-based cash bonus with a target bonus opportunity equal to 150% of his base salary with the first such bonus payable in fiscal 2022. Mr. Forlines is subject to a non-solicitation/hire of employees from his date of hire until the first anniversary of his termination. Mr. Forlines was also eligible to receive a restricted stock unit award having a value of $2.0 million, which was granted on May 4, 2021.

Mark Elbaum Offer Letter Agreement

We entered into an offer letter agreement with Mark Elbaum, dated November 27, 2020, to serve as our chief financial officer starting on December 7, 2020. Under the offer letter agreement, Mr. Elbaum is entitled to an annual base salary of $400,000 and is eligible to earn an annual performance-based cash bonus with a target bonus opportunity equal to 150% of his base salary with the first such bonus payable in fiscal 2022. On December 22, 2020, Mr. Elbaum received a grant of 100,000 performance-vesting options under the 2015 Option Plan. The vesting terms of these options are described above under “—Equity Awards,” below. Mr. Elbaum is subject to a non-solicitation/hire of employees from his date of hire until the first anniversary of his termination.

Base Salary

We provide each Named Executive Officer with a base salary for the services that the executive officer performs for us. Base salaries were initially set at the time each Named Executive Officer commenced employment with us and are reviewed annually by the Compensation Committee and Board and may be increased based on the individual performance of the Named Executive Officer, company performance, any change in the executive’s position within our business, the scope of the Named Executive Officer’s responsibilities and any changes thereto.

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Annual Bonus

The Compensation Committee established discretionary target bonuses for the Named Executive Officers based on fiscal 2021 performance. The target bonus for Mr. Newman is 250% of his base salary and 150% with respect to each of Messrs. Forlines’ and Elbaum’s base salaries. For fiscal 2021, our Named Executive Officers received the following bonuses: Mr. Newman ($625,000); Mr. Forlines ($300,000); and Mr. Elbaum ($300,000).

Special Bonus Agreements

We entered into a letter agreement, dated October 1, 2020 (as amended, the “2020 Special Bonus Agreement”), with Mr. Newman, which provides for a special incentive bonus to be paid as follows:

•	A portion of the special incentive bonus was paid to Mr. Newman on October 9, 2020 (the “2020 Special Bonus”).

•

A portion of the special incentive bonus will be paid to Mr. Newman upon the achievement of certain performance-vesting triggers consistent with those set forth in the substitute option agreement (as described below under “—Equity Awards”) under the 2021 Incentive Plan (the “2020 Performance-Vesting Bonus”).

The amount of Mr. Newman’s special incentive bonus under the 2020 Special Bonus Agreement is as follows:

Named Executive Officer			2020 Special Bonus ($)(A)⁽¹⁾			2020 Performance- Vesting Bonus ($)(B)⁽²⁾			Total 2020 Special Incentive Bonus ($)(A+B)
William Newman			$1,125,000			$1,875,000			$3,000,000

(1)	Reported as 2020 compensation.

(2)	To be earned, subject to satisfaction of ongoing performance conditions.

We also entered into letter agreements, dated January 15, 2021 (as amended, the “January 2021 Special Bonus Agreements”), August 27, 2021 (the “August 2021 Special Bonus Agreements”), and November 19, 2021 (the “November 2021 Special Bonus Agreements,” and, together with the January 2021 Special Bonus Agreements and August 2021 Special Bonus Agreements, the “2021 Special Bonus Agreements”), with each of Mr. Newman and Mr. Elbaum, which provide for a special incentive bonus to be paid as follows:

•

A portion of the special incentive bonus with respect to the January 2021 Special Bonus Agreements, the August 2021 Special Bonus Agreements, and the November 2021 Special Bonus Agreements was paid to Mr. Newman on January 29, 2021, September 10, 2021, and December 3, 2021, respectively (the “2021 Special Bonus”).

•

A portion of the special incentive bonus will be paid to each of Messrs. Newman and Elbaum upon the achievement of certain performance-vesting triggers consistent with those set forth in the substitute option agreement (as described below under “—Equity Awards”) under the 2021 Incentive Plan (the “2021 Performance-Vesting Bonus”).

The amount of each of Messrs. Newman’s and Elbaum’s special incentive bonus under the 2021 Special Bonus Agreements is as follows:

Named Executive Officer	2021 Special Bonus ($)(A)⁽¹⁾	2021 Performance- Vesting Bonus ($)(B)⁽²⁾	Total 2021 Special Incentive Bonus ($)(A+B)
William Newman	$379,616	$632,693	$1,012,309
Mark Elbaum	$—	$101,231	$ 101,231

(1)	Reported as 2021 compensation.

(2)	To be earned, subject to satisfaction of ongoing performance conditions.

Payment of each of the 2020 and 2021 Performance-Vesting Bonus is subject to the executive’s continuous employment with the Company through each applicable payment date, except that if the executive’s employment is terminated by the Company

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2022 NOTICE OF MEETING AND PROXY STATEMENT

without “cause,” by the executive for “good reason” or due to the executive’s death or “disability” (as such terms are defined in the 2015 Option Plan), the executive is eligible to receive the Performance-Vesting Bonus in the event that a transaction occurs that meets the specified targets before the first anniversary of the executive’s termination of employment.

Equity Awards

2021 Incentive Plan

Prior to our IPO, our Board adopted, and our stockholders approved, the 2021 Incentive Plan. Awards under the 2021 Incentive Plan may be granted to any (i) individual employed by us or our subsidiaries (other than those U.S. employees covered by a collective bargaining agreement unless and to the extent that such eligibility is set forth in such collective bargaining agreement or similar agreement); (ii) director or officer of us or our subsidiaries; or (iii) consultant or advisor to us or our subsidiaries who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Incentive Plan is administered by the Compensation Committee or such other committee of our Board to which it has properly delegated power, or if no such committee or subcommittee exists, our Board.

The 2021 Incentive Plan initially reserves 6,943,005 shares for issuance, which is subject to increase on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the lesser of (i) the positive difference, if any, between (x) 5% of the outstanding common stock on the last day of the immediately preceding fiscal year and (y) the available plan reserve on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as determined by our Board. The shares issuable pursuant to the substitute options are not counted against the share reserve under the 2021 Incentive Plan.

2021 Employee Stock Purchase Plan

Prior to our IPO, our board of directors adopted, and our stockholders approved, the 2021 Employee Stock Purchase Plan, which we refer to as the Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, our employees, and those of our designated affiliates, may purchase shares of our common stock, during pre-specified offering periods determined by the compensation committee of our Board, or the Compensation Committee. Our Named Executive Officers are eligible to participate in the Employee Stock Purchase Plan on the same terms and conditions as all other participating employees.

The Employee Stock Purchase Plan is administered by the Compensation Committee. The Compensation Committee has full authority to administer the Employee Stock Purchase Plan and make and interpret rules and regulations regarding administration of the Employee Stock Purchase Plan as it may deem necessary or appropriate.

The Employee Stock Purchase Plan initially reserves 1,388,601 shares of our common stock for issuance. The plan reserve is subject to adjustment for certain changes in our capitalization. The issuance of shares pursuant to the Employee Stock Purchase Plan will reduce the total number of shares available under the Employee Stock Purchase Plan.

Substitute Options

Prior to the IPO, option grants to our Named Executive Officers were made under the Home Point Capital LP 2015 Option Plan (the “2015 Option Plan”). In January 2021, prior to the IPO and in connection with the distribution paid from the net proceeds of the Senior Notes issued in January 2021 to Home Point Capital LP (“Holdings”), our direct parent at the time, Holdings reduced the exercise prices of outstanding option awards granted under the 2015 Option Plan (the “Exercise Price Reduction”). The option holders did not receive a distribution in connection with the distribution paid to Holdings, so the Exercise Price Reduction was made as an anti-dilution adjustment to give effect to the distribution to Holdings, with the options having the same intrinsic value as before the distribution. Upon the consummation of the merger in connection with the IPO in January 2021, all outstanding options under the 2015 Option Plan were canceled and “substitute options” were granted under the 2021 Incentive Plan. The substitute options have an exercise price and cover a number of shares of our common stock that results in the substitute options having the same (subject to rounding) intrinsic value as the outstanding options granted under the 2015 Option Plan (after also giving effect to the Exercise Price Reduction). The number of shares of the Company subject to each option and the exercise price of each option described in this “Executive Compensation” section have been adjusted to reflect the substitute options granted under the 2021 Incentive Plan.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

The substitute options generally have the same terms and conditions as outstanding options that were granted under the 2015 Option Plan, although certain vesting, transfer and repurchase amendments have been made to the substitute options. The substitute options are administered by our Compensation Committee or such other committee of our Board to which it has properly delegated power, or if no such committee or subcommittee exists, our Board.

Substitute options that relate to options granted under the 2015 Option Plan prior to January 31, 2020 (including those granted to Mr. Newman) are subject to the following vesting schedule:

•

50% of the common stock granted pursuant to each option are “time-vesting options,” which generally vest either (i) in annual installments over the first five years of the grant date or (ii) 40% on the second anniversary of the grant date and 20% on each of the third through fifth anniversaries of the grant date, except that all unvested time-vesting options vest on a “sponsor exit transaction” (as defined under the 2015 Option Plan); and

•

50% of the common stock granted pursuant to the options are “performance-vesting options” that vest only upon the consummation of a “sponsor exit transaction” (as defined under the 2015 Option Plan) and only if specified transfer and financial targets are satisfied. In addition, unvested performance-vesting substitute options will vest in full on the occurrence of a realization date (as defined below).

The substitute options that relate to options granted under the 2015 Option Plan to Mr. Elbaum and nearly all other options granted on or after January 31, 2020 (other than options granted to Andrew J. Bon Salle in accordance with his Consulting Agreement (as defined below) and a few other individuals), are performance-vesting options that vest upon consummation of a sponsor exit transaction or public offering only if specified transfer and financial targets are satisfied or upon the occurrence of a realization date. Sales of our common stock by the Sponsor Partners (as defined in the 2015 Option Plan) after the IPO will also be included in determining whether a sponsor exit transaction has occurred. In addition, unvested performance-vesting substitute options will vest in full on the first to occur of the date on which the Sponsor Partners have sold (i) 45% of their common units of Holdings (or shares of our common stock into which such common units have been converted in connection with the merger and the IPO) (such common units and shares of common stock collectively referred to as “sponsor interests”), provided that the Sponsor Partners have received cash proceeds in an amount necessary to ensure a return equal to 2.0 times the Sponsor Partners’ cumulative invested capital in respect of the sponsor interests, (ii) 35% of their sponsor interests, provided that the Sponsor Partners have received cash proceeds in an amount necessary to ensure a return equal to 3.0 times the Sponsor Partners’ cumulative invested capital in respect of the sponsor interests or (iii) 25% of their sponsor interests, provided that the Sponsor Partners have received cash proceeds in an amount necessary to ensure a return equal to 4.0 times the Sponsor Partners’ cumulative invested capital in respect of the sponsor interests (each such date, a “realization date”).

In connection with a termination for cause, all unvested options will be immediately forfeited. In addition, other than the potential vesting that may occur in connection with certain terminations of employment or other events described under “—Termination and Change in Control Provisions—Equity Awards”, all unvested options will be forfeited upon a Named Executive Officer’s termination of employment, as applicable.

In addition, shares of our common stock received upon exercise of vested options are not transferable before the earlier of (i) the fourth anniversary of the completion of the IPO and (ii) the date on which the Sponsor Partners have sold 45% of the sponsor interests, except that grantees are permitted to effect a “broker-assisted” net exercise, whereby grantees may transfer the minimum number of shares required to satisfy the applicable exercise price and/or withholding tax obligation on exercise of an option. In addition, grantees may transfer shares of our common stock received upon exercise of vested options that corresponds to the percentage of sponsor interests sold by the Sponsor Partners in connection with the IPO or a subsequent sale.

Another key component of our long-term equity incentive program prior to the IPO was that certain key executives were provided with the opportunity to invest in common units of Holdings. This investment opportunity further aligned the individual’s financial interests with those of our equity owners. As of December 31, 2020, Mr. Newman invested in 1,078,545 common units, which were converted into shares of common stock of the Company in connection with the IPO and transactions related thereto.

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Restricted Stock Units

RSUs granted to our Named Executive Officers are made under the 2021 Incentive Plan. The RSUs vest in equal annual installments on each of the first, second, and third anniversaries of the vesting commencement date set forth in the applicable Restricted Stock Unit Grant Notice, subject to the participant’s continued service with the Company. In addition, to the extent not previously vested, the RSUs will become fully vested immediately prior to an involuntary termination without cause, or by reason of the participant’s death or disability, in each case, on or following a change in control. Upon a termination of employment for any reason not in connection with a change in control, all unvested RSUs will be forfeited, except that in the case of the participant’s death, unvested RSUs will remain outstanding for one month following the date of such termination, but shall be eligible to vest only to the extent the Compensation Committee determines, during such one month period, to accelerate the vesting of such unvested RSUs. The RSUs will be credited with dividend equivalent payments, as provided in Section 13(c)(iii) of the 2021 Incentive Plan.

Performance Stock Units

PSUs granted to our Named Executive Officers are made under the 2021 Incentive Plan. The PSUs will become earned based on the level of achievement of the Company’s average return on equity over a three-year performance period (the “Performance Condition”). The number of earned PSUs can range from 0% to 150% of the number of PSUs granted, depending on continued service with the Company and the extent to which the Performance Condition has been achieved at the end of the performance period. In addition, upon an involuntary termination without cause or termination due to death or disability, in each case, on or after a change in control of the Company, the PSUs shall vest based on actual performance through the date of the change in control. Upon a termination of employment for any reason not in connection with a change in control, all unvested PSUs will be forfeited, except that in the case of the participant’s death, unvested PSUs will remain outstanding for one month following the date of such termination, but shall be eligible to vest only to the extent the Compensation Committee determines, during such one month period, to accelerate the vesting of such unvested PSUs. The PSUs will be credited with dividend equivalent payments, as provided in Section 13(c)(iii) of the 2021 Incentive Plan.

Determination of Executive and Director Compensation for Fiscal 2021

The Compensation Committee engaged independent compensation consultant McLagan to provide the Compensation Committee with advice regarding executive compensation matters for fiscal 2021. No member of the Board or any executive officer has any affiliation with McLagan. McLagan provides no other services to the company, and reports to the chair of the Compensation Committee. The Compensation Committee has assessed the independence of McLagan in accordance with SEC and Nasdaq rules and regulations and has concluded that no conflict of interest exists that will prevent them from being independent consultants to the Compensation Committee. McLagan advised the Compensation Committee on the principal aspects of our equity award program and provided market information and analysis regarding such program. The Compensation Committee reviewed and considered the information provided by McLagan to understand current compensation practices, levels and structures and to inform its compensation decisions, but not to establish specific compensation parameters based on such data.

The Compensation Committee viewed the information provided by McLagan as one of a number of tools available to the Compensation Committee in assessing executive compensation. The Compensation Committee also consults with our Chief Executive Officer, who makes recommendations to the Compensation Committee regarding compensation of our executive officers other than the Chief Executive Officer. Our Chief Executive Officer participates in some of the Compensation Committee’s deliberations regarding compensation for our other executive officers, although all determinations are made by the Compensation Committee.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for our employees, including our Named Executive Officers, who satisfy certain eligibility requirements. Our Named Executive Officers are eligible to participate in the 401(k) plan on the same terms generally as other eligible employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, through elective contributions to the 401(k) plan. We have the ability to make discretionary matching and profit sharing contributions to the 401(k) plan. The Company contributed a total of $3.7 million and $2.3 million for the year ended December 31, 2021 and 2020, respectively, under the 401(k) plan. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

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Outstanding Equity Awards at December 31, 2021

The following table provides information regarding outstanding equity awards made to our Named Executive Officers as of December 31, 2021, adjusted to give effect to the Exercise Price Reduction in January 2021 and the cancellation of the outstanding options under the 2015 Option Plan and grant of substitute options under the 2021 Incentive Plan.

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable⁽²⁾

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity Incentive

Plan Awards:

Number of

Securities Underlying

Unexercised

Unearned Options

(#)⁽³⁾

Option

Exercise

Price

($)⁽⁴⁾

Option

Expiration

Date

Number of

shares or

units of

stock that

have not

vested

(#)⁽⁵⁾

Market value

of shares or

units of

stock that

have not

vested

($)⁽⁶⁾

Equity

incentive

plan awards:

number of

unearned

shares, units

or other

rights that

have not

vested

(#)⁽⁷⁾

Equity

incentive

plan awards:

market or

payout value

of unearned

shares, units

or other

rights that

have not

vested

($)⁽⁶⁾⁽⁷⁾

William Newman

04/01/2015⁽¹⁾

1,011,136

—

1,011,136

1.77

04/01/2025

02/28/2020⁽¹⁾

—

674,091

1.95

02/28/2030

John Forlines

05/04/2021

105,932

476,694

05/04/2021

105,932

476,694

Mark Elbaum

12/22/2020⁽¹⁾

—

269,636

17.82

12/22/2030

05/04/2021

52,966

238,347

05/04/2021

52,966

238,347

(1)	Represents the original grant date of the options under the 2015 Option Plan. See “Narrative Disclosure to Summary Compensation Table—Equity Awards” above.

(2)	The numbers in this column represent vested and exercisable time-vesting options.

(3)	The numbers in this column represent unvested outstanding performance-vesting options. These options will vest only upon the occurrence of specified performance conditions, which are described above under “Narrative Disclosure to Summary Compensation Table—Equity Awards.”

(4)	Reflects the option exercise price after giving effect to the Exercise Price Reduction described under “Narrative Disclosure to Summary Compensation Table—Equity Awards—Substitute Options.”

(5)	Reflects RSUs that vest equally over three years, with one-third of the grant vesting based on continued service through the first anniversary of grant date and one-third of the grant vesting on each of the two subsequent anniversaries of such date.

(6)	Value is calculated by multiplying the number of RSUs or PSUs, as applicable, that have not vested by the closing market price of our common stock ($4.50) as of the close of trading on December 31, 2021 (the last trading day of fiscal 2021).

(7)

Reflects PSUs that are to be earned and scheduled to settle no later than the end of the fiscal quarter immediately following the Company’s second fiscal quarter of 2024, which is the end of the applicable PSUs’ performance period, subject to the performance criteria described under “Narrative Disclosure to Summary Compensation Table — Equity Awards.” The number of shares and the payout value for the PSUs reflect payout at target.

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Equity Compensation Plan Information

As of December 31, 2020, outstanding equity awards included options granted under the 2015 Option Plan as described above under “—Narrative Disclosure to Summary Compensation Table—Equity Awards.” The following table sets forth information as of December 31, 2021 regarding the Company’s equity compensation plans, giving effect to the issuance of the substitute options, RSUs, and PSUs under the 2021 Incentive Plan. The only plans pursuant to which the Company may currently make additional equity grants or issue equity compensation are the 2021 Incentive Plan and the Employee Stock Purchase Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders:
2021 Incentive Plan	12,357,369⁽¹⁾	$4.45⁽²⁾	7,584,217⁽³⁾
Employee Stock Purchase Plan	—	N/A	1,388,601⁽⁴⁾
Equity compensation plans not approved by security holders	—	—	—
Total	12,357,369	$4.45⁽²⁾	8,972,818

(1)

Includes 11,751,031 shares issuable pursuant to substitute options granted in connection with our IPO under the 2021 Incentive Plan, 367,991 shares issuable upon vesting of time-vesting RSUs awarded under the 2021 Incentive Plan, and 238,347 shares issuable upon vesting of PSUs, each as of December 31, 2021. The shares issuable pursuant to the substitute options are not counted against the share reserve under the 2021 Incentive Plan.

(2)	RSUs and PSUs are not taken into account in the weighted-average exercise price as such awards have no exercise price.

(3)	Includes 7,584,217 shares available for future issuance under the 2021 Incentive Plan. Substitute options granted in connection with the IPO are not counted against the share reserve under the 2021 Incentive Plan.

(4)	These shares are reserved for issuance under the Employee Stock Purchase Plan.

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Termination and Change in Control Provisions

Severance Benefits Upon Termination

Mr. Newman’s employment agreement provides that if Mr. Newman’s employment is terminated by us without “cause” (as defined in the employment agreement), by Mr. Newman for “good reason” (as defined in the employment agreement) or at the end of any subsequent one-year term of the employment agreement due to our delivery of a non-extension notice, he will receive continued base salary for 12 months after his termination and 100% of the annual bonus that he earned in the year prior to his termination, subject to his execution of a general release of claims and continued compliance with the restrictive covenants described above.

Accelerated Vesting of Equity Awards

Substitute Options

Time-Vesting Options. In the event of a termination of the participant’s employment by us without “cause” (as defined in the 2021 Incentive Plan), by the participant for “good reason” or due to the participant’s death or “disability” (as defined in the 2021 Incentive Plan), the time-vesting options will vest with respect to the common stock that would have vested on the next anniversary of the grant date.

Performance-Vesting Options. In the event of a termination of the participant’s employment (A) by us without cause, (B) by the participant for good reason or (C) due to the participant’s death or disability, the performance-vesting options will remain eligible to vest (and shall vest upon satisfaction of the vesting conditions for performance-vesting options) until the first anniversary of such termination (but not beyond the expiration date of such option period).

Restricted Stock Units

The RSUs will become fully vested, to the extent not previously vested, immediately prior to an involuntary termination without cause, or by reason of the participant’s death or disability, in each case, on or following a change in control. Upon a termination of employment for any reason not in connection with a change in control, all unvested RSUs will be forfeited, except that in the case of the participant’s death, unvested RSUs will remain outstanding for one month following the date of such termination, but shall be eligible to vest only to the extent the Compensation committee determinations, during such one month period, to accelerate the vesting of such unvested RSUs.

Performance Stock Units

Upon an involuntary termination without cause or termination due to death or disability, in each case, on or after a change in control of the Company, the PSUs shall vest based on actual performance through the date of the change in control. Upon a termination of employment for any reason not in connection with a change in control, all unvested PSUs will be forfeited, except that in the case of the participant’s death, unvested PSUs will remain outstanding for one month following the date of such termination, but shall be eligible to vest only to the extent the Compensation committee determinations, during such one month period, to accelerate the vesting of such unvested PSUs.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Non-Management Director Compensation

General

The Compensation Committee periodically reviews, and recommends to the Board, the form and amount of non-management director compensation.

Compensation Program

In 2021, each director who was not an employee of the Company or associated with the Sponsor was entitled to receive annual cash retainers and equity retainers for Board and committee service as set forth in the table below.

Compensation Component⁽¹⁾	Value ($)	Vehicle
Annual Retainer	$75,000	Cash
Equity Retainer	See footnote (2)	RSUs
Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee Chair Retainers	15,000	Cash
Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee Member Retainers⁽³⁾	10,000	Cash

(1)	Directors receive reimbursement of reasonable travel and related expenses associated with attendance at board or committee meetings.

(2)

The equity retainer for each fiscal year is comprised of a grant of RSUs with a fair market value determined by the Board at the time of the grant, which will vest at the next annual meeting of stockholders following such grant; for 2021, each of Ms. Goodman and Mr. Morse received a grant of RSUs with a grant date fair market value of $250,000 and Mr. Bon Salle received a grant of RSUs with a grant date fair market value of $1,000,000 in connection with their service as a director, each to vest at the Annual Meeting.

(3)	The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee member retainer is payable to each member of the respective committee, other than the committee’s chair.

Agreements with Mr. Bon Salle

Consulting Agreement

Effective January 9, 2021, we entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Bon Salle, pursuant to which we have engaged Mr. Bon Salle as a consultant for an initial term through December 31, 2022, following which such term shall automatically be extended on a one-year rolling basis. Either party may terminate the Consulting Agreement upon 30 days’ written notice to the other party. Under the Consulting Agreement, Mr. Bon Salle agreed to serve as Chairperson of the Board and to devote up to a maximum of 20 hours per week performing his responsibilities and services under the agreement. As consideration for his services under the Consulting Agreement, Mr. Bon Salle is entitled to an annual consulting fee of $500,000. He is also eligible for an annual bonus with performance targets to be mutually established and a target bonus equal to 150% of the annual consulting fee; provided that, unless Mr. Bon Salle has terminated the Consulting Agreement, or the Company has terminated the Consulting Agreement for “cause” (as such term is defined in the Consulting Agreement), prior to December 31, 2021 or December 31, 2022, as applicable, for each of calendar years 2021 and 2022, Mr. Bon Salle will be entitled to receive a minimum annual bonus of $500,000, irrespective of whether any performance targets are achieved.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Special Bonus Agreements

The Company also entered into letter agreements, dated January 22, 2021 (as amended, the “Bon Salle January 2021 Special Bonus Agreement”), August 27, 2021 (the “Bon Salle August 2021 Special Bonus Agreement”), and November 20, 2021 (the “Bon Salle November 2021 Special Bonus Agreement,” and, together with the Bon Salle January 2021 Special Bonus Agreement and Bon Salle August 2021 Special Bonus Agreement, the “Bon Salle 2021 Special Bonus Agreements”), with Mr. Bon Salle, which provide for a special incentive bonus to be paid as follows:

•

A portion of the special incentive bonus with respect to the Bon Salle January 2021 Special Bonus Agreement, the Bon Salle August 2021 Special Bonus Agreement, and the Bon Salle November 2021 Special Bonus Agreement was paid to Mr. Bon Salle on January 28, 2021, September 9, 2021, and November 30, 2021, respectively (the “Bon Salle 2021 Special Bonus”).

•

A portion of the special incentive bonus will be paid to Mr. Bon Salle in installments within 30 days after the end of each fiscal quarter of the Company through the fiscal quarter ending March 31, 2025 with respect to each Bon Salle 2021 Special Bonus Agreement (the “Bon Salle 2021 Time-Vesting Bonus”).

•

A portion of the special incentive bonus will be paid to Mr. Bon Salle upon the achievement of certain performance-vesting triggers consistent with those set forth in the substitute option agreement (as described below under “Part 2 – Compensation Matters—Executive Compensation—Equity Awards”) under the 2021 Incentive Plan (the “Bon Salle 2021 Performance-Vesting Bonus”).

The amount of Mr. Bon Salle’s special incentive bonus under the Bon Salle 2021 Special Bonus Agreements is as follows:

			Bon Salle 2021 Special Bonus ($)(A)⁽¹⁾			Bon Salle 2021 Time- Vesting Bonus ($)(B)⁽²⁾			Bon Salle 2021 Performance- Vesting Bonus ($)(C)⁽³⁾			Total 2021 Special Incentive Bonus ($)(A+B+C)
Andrew Bon Salle			$ 50,616			$ 202,462			$ 253,077			$ 506,155

(1)	Reported as 2021 compensation.

(2)	None of this amount has been paid to Mr. Bon Salle as of December 31, 2021. None of this amount is reported as 2021 compensation.

(3)	To be earned, subject to satisfaction of ongoing performance conditions.

Sponsor Directors

Our non-employee directors associated with the Sponsor, including Messrs. Khan, Levey, and Rosenzweig, receive no compensation for their services on the Board.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

2021 Director Compensation

The following table shows the compensation our non-management directors were paid during 2021 for their service as directors:

Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾ ($)	All Other Compensation⁽³⁾ ($)	Total ($)
(a)	(b)	(c)	(g)	(h)
Andrew J. Bon Salle⁽⁴⁾	$ 133,491	$ 1,000,000	$ 1,232,692	$ 2,366,183
Laurie S. Goodman	$92,222	$250,000	—	$342,222
Agha S. Khan⁽⁵⁾	—	—	—	—
Stephen A. Levey⁽⁵⁾	—	—	—	—
Timothy R. Morse	$92,222	$250,000	—	$342,222
Eric L. Rosenzweig⁽⁵⁾	—	—	—	—

(1)	Ms. Zabriskie was elected to the Board on January 28, 2022 and is therefore not included in the 2021 Director Compensation table.

(2)

The column titled “Stock Awards” reports the fair value of the RSU awards to the non-management directors at their grant dates in 2021 calculated in accordance with Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 18 of the consolidated financial statements in the 2021 Annual Report. As of December 31, 2021, each of Mr. Bon Salle, Ms. Goodman, and Mr. Morse had 86,430, 21,607, and 21,607 unvested RSUs outstanding, respectively.

(3)

For fiscal 2021, Mr. Bon Salle received an annual consulting fee of $500,000 (prorated to $482,692 based on the date of the Consulting Agreement) and a bonus of $500,000 pursuant to the Consulting Agreement. Please see “Non-Management Director Compensation—Agreements with Mr. Bon Salle—Consulting Agreement” for additional information. Mr. Bon Salle also received an IPO success bonus of $250,000 in fiscal 2021.

(4)

In addition to the amounts described in the prior footnote, as a non-employee director, Mr. Bon Salle received an annual retainer of $85,000 for his service as a director and a member of the Nominating and Corporate Governance Committee (prorated to $82,875 based on the date Mr. Bon Salle joined the Board). We also entered into the Bon Salle Special Bonus Agreements, pursuant to which Mr. Bon Salle received special incentive bonuses of $25,000, $20,223, and $5,393, respectively, in fiscal 2021.

(5)	Received no compensation as associated with the Sponsor.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

Item 3 – Advisory Approval of Frequency of Stockholder Votes on our Executive Compensation

The Board of Directors unanimously recommends that you vote for every

“ONE YEAR”

with respect to how frequently stockholders vote to approve, in a non-binding vote, compensation paid to our Named Executive Officers (Item 3 on your proxy card)

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, stockholders are being asked to recommend, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our Named Executive Officers (that is, votes similar to the non-binding vote in Item 2 on page 20) should occur every one, two, or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to consider the results of the vote.

Stockholders may wish to review with care the information presented in connection with Item 2 on page 20, including the compensation tables and narrative disclosure on pages 21 to 29.

We believe that a one year frequency is consistent with the Company’s approach to compensation. We believe an annual advisory vote gives the Board and the Compensation Committee the opportunity to annually evaluate compensation decisions in light of ongoing stockholder feedback.

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2022 NOTICE OF MEETING AND PROXY STATEMENT

PART 3 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Person Policy

Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written statement of policy regarding transactions with related persons (the “Related Person Policy”) that is in conformity with the requirements upon issuers having publicly held common stock that is listed on a national securities exchange.

The Related Person Policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel or Chief Financial Officer, or such other person designated by the Board, any “related person transaction” (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our General Counsel or Chief Financial Officer will then promptly communicate that information to our Board. A related-person transaction reviewed under the Related Person Policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction.

	Considerations
	As appropriate for the circumstances, the Audit Committee will review and consider:
	•			the relationship of the related person to the Company
	•			the nature and extent of the related person’s interest in the transaction
	•			the material terms of the transaction
	•			the importance and fairness of the transaction both to the Company and to the related person

SEC Form DEF 14A filed by Home Point Capital Inc