HMPT Home Point Capital Inc

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

(Name of Registrant as Specified in its Charter)

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

 

Home Point Capital Inc.

2211 Old Earhart Road, Suite 250

Ann Arbor, Michigan, 48105

April 14, 2022

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.

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.”

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.

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

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.

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.

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.

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.

∞ = Racially Diverse

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:

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:

 

 

 

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.”

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.

 

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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:

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

 

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

 

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.

 

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.”

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.

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.

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.

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).

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:

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

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:

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

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

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.

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.

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.

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.

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:

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.

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.

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.

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.

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).

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.

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.

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

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.

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:

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

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

The following is a summary of material provisions of various transactions we have entered into with our executive officers, board members, or 5% or greater stockholders and their affiliates since January 1, 2020. We believe the terms and conditions in these agreements are reasonable and customary for transactions of these types.

In connection with our IPO, the Company entered into the Stockholders’ Agreement with the Trident Stockholders. The Stockholders’ Agreement grants the Trident Stockholders the right to nominate to our Board a number of designees equal to: (i) at least a majority of the total number of directors comprising our Board at such time as long as the Trident Stockholders and their affiliates collectively beneficially own at least 50% of the outstanding shares of our common stock; (ii) at least 40% of the total number of directors comprising our Board at such time as long as the Trident Stockholders and their affiliates collectively beneficially own at least 40% but less than 50% of the outstanding shares of our common stock; (iii) at least 30% of the total number of directors comprising our Board at such time as long as the Trident Stockholders and their affiliates collectively beneficially own at least 30% but less than 40% of the outstanding shares of our common stock; (iv) at least 20% of the total number of directors comprising our Board at such time as long as the Trident Stockholders and their affiliates collectively beneficially own at least 20% but less 30% of the outstanding shares of our common stock; and (v) at least 10% of the total number of directors comprising our Board at such time as long as the Trident Stockholders and their affiliates collectively beneficially own at least 5% but less than 20% of the outstanding shares of our common stock. For purposes of calculating the number of directors that the Trident Stockholders will be entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis, taking into account any increase in the size of our board of directors (e.g., one and one quarter (11∕4) directors shall equate to two directors). In addition, in the event a vacancy on the Board is created by the death, disability, retirement or resignation of a Trident Stockholders director-designee, the Trident Stockholders shall, to the fullest extent permitted by law, have the right to have the vacancy filled by a new Trident Stockholders director-designee.

In addition, the Stockholders’ Agreement grants the Trident Stockholders with special governance rights, for as long as the Trident Stockholders and their affiliates collectively maintain ownership of at least 25% of our outstanding common stock, including rights of approval over the following actions by us or any of our subsidiaries:

In connection with our IPO, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Trident Stockholders. The Registration Rights Agreement provides to the Trident Stockholders an unlimited number of “demand” registration rights and customary “piggyback” registration rights. The Registration Rights Agreement also provides that we will pay certain expenses relating to such registrations and indemnify the Trident Stockholders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have purchased directors’ and officers’ liability insurance. We also maintain a general liability insurance policy which covers certain liabilities of directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

The Company entered into the Consulting Agreement with Mr. Bon Salle. Please see “Part 2 – Compensation Matters—Non-Management Director Compensation—Agreements with Mr. Bon Salle—Consulting Agreement” for additional information.

The Company also entered into the Bon Salle 2021 Special Bonus Agreements. Please see “Part 2 – Compensation Matters—Non-Management Director Compensation—Agreements with Mr. Bon Salle—Special Bonus Agreements” for additional information.

Mr. Bon Salle also received an IPO success bonus of $250,000 in fiscal 2021. Please see “Part 2 – Compensation Matters—Non-Management Director Compensation—2021 Director Compensation” for additional information.

We are party to a master securities forward transaction agreement with Amherst Pierpont Securities LLC, an affiliate of the Sponsor and therefore our affiliate as of December 31, 2021, as the counterparty, governing our forward MBS sale commitments described in Note 2 to our consolidated financial statements included the 2021 Annual Report. In addition, we are party to a master repurchase agreement with Amherst Pierpont Securities LLC as the counterparty, governing the sale by us of certain pools of mortgage loans and other assets to Amherst Pierpont Securities LLC, as buyer, and the repurchase by us thereof, as described in Note 2 to our consolidated financial statements included in the 2021 Annual Report. We did not pay any fees and commissions to such affiliate in 2020 or 2021. As of April 11, 2022, Amherst Pierpont Securities LLC is no longer an affiliate of the Sponsor and therefore is no longer our affiliate.

In addition, the Trident Stockholders have ownership interests in a broad range of companies. We have entered and may enter into commercial transactions in the ordinary course of our business with some of these companies, including with respect to valuation services, insurance brokerage services, and loan review services for certain of our loan originations. The rates at which these companies provided such services to us were negotiated as arms’-length transactions, and we paid total fees of approximately $30.6 million and $2.9 million to such related parties for the years ended December 31, 2021 and 2020, respectively. In particular, we have regularly used services provided by CoreLogic, Inc. (“CoreLogic”) in the ordinary course of our business. In the second quarter of 2021, CoreLogic was acquired by funds managed by the Sponsor, together with certain other investment entities. From the second quarter of 2021 through the fourth quarter of 2021, we paid fees of approximately $16.5 million to CoreLogic. We engaged CoreLogic as a service provider prior to such acquisition and all services with CoreLogic were negotiated as arms'-length transactions.

Based on information provided by the directors and executive officers, no other related-person transactions are required to be reported in this proxy statement under applicable SEC regulations. In addition, the Company has not extended a personal loan or extension of credit to any of its directors or executive officers.

Our Insider Trading and Tipping Policy prohibits directors and executive officers from hedging transactions involving our stock, including, but not limited to, through the use of financial instruments such as puts, calls, and other derivative instruments, or through the establishment of a short position in our securities. In addition, our Insider Trading and Tipping Policy prohibits directors and executive officers from pledging Company securities as collateral for a loan.

The table below sets forth the number of shares of the Company’s common stock beneficially owned as of the Table Date by (1) each director, (2) the Named Executive Officers as identified in the Summary Compensation Table of this proxy statement, and (3) all directors and executive officers as a group. For this purpose, beneficial ownership is determined under the rules of the SEC. The percent of common stock is based on such number of shares and is rounded off to the nearest one-tenth of a percent.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the below table have sole voting and investment power with respect to all shares of the Company’s common stock. Unless otherwise indicated, the address for each individual listed below is c/o Home Point Capital Inc., 2211 Old Earhart Road, Suite 250, Ann Arbor, Michigan 48105.

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and any beneficial owners of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based on the Company’s review, it believes that all of its directors and officers and any beneficial owners of more than 10% of our common stock have complied with all Section 16(a) reporting requirements applicable to them with respect to transactions in 2021.

The Board recommends that stockholders approve the ratification of the selection of the independent registered public accounting firm described below. The Audit Committee has appointed BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022. BDO has acted as our independent auditor since 2017. We have been advised by BDO that it is a registered public accounting firm with the Public Company Accounting Oversight Board (the “PCAOB”) and that it complies with the auditing, quality control and independence standards and rules of the PCAOB and the SEC.

The Audit Committee has direct responsibility for the engagement, termination, compensation, retention, evaluation, and oversight of the work of our independent registered public accounting firm, including the sole authority for the establishment of pre-approval policies and procedures for all audit and non-audit engagements. The Audit Committee also oversees the integrity of our financial statements and reports and the qualifications, performance, and independence of the Company’s independent registered public accounting firm. For more information, see the description in this proxy statement of the Audit Committee under the heading “Part 1 – Corporate Governance at the Company—Corporate Governance—Committees of the Board of Directors.”

The Audit Committee and the Board believe that the continued retention of BDO as our independent registered public accounting firm is in the best interest of the Company and its stockholders.

While stockholder ratification of the selection of BDO as our independent registered public accounting firm is not required, the Board is submitting the selection of BDO to the stockholders for ratification to learn the opinion of stockholders on the selection. Should the selection of BDO not be ratified by the stockholders, the Audit Committee will reconsider the matter. Even in the event the selection of BDO is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if in its view such a change is in the best interests of the Company and its stockholders. Representatives of BDO will be present at the Annual Meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.

The Audit Committee has established pre-approval policies and procedures applicable to all services provided by the Company’s independent registered public accounting firm, pursuant to which the Audit Committee reviewed for approval each particular service expected to be provided. In connection with that review, the Audit Committee is provided with detailed information so that it can make well-reasoned assessments of the impact of the services on the independence of the independent auditor. Pre-approvals could include pre-approved cost levels or budgeted amounts or a range of cost levels or budgeted amounts. Pre-approval is also required for changes in terms, conditions, and fees resulting from changes in the engagement scope, changes in the Company’s structure, or other matters. The pre-approvals include services in categories of audit services, audit-related services, tax services, and other services permissible under the SEC’s auditor independence rules. The services shown in the table below were approved by the Audit Committee in accordance with these pre-approval policies and procedures.

Services provided under Audit Fees primarily included fees for the annual audit and quarterly reviews of our consolidated financial statements and other professional services provided in connection with statutory and regulatory filings or engagements. Services provided under Audit-Related Fees consisted principally of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including the review of the unaudited interim financial statements for assurance reporting on our historical financial information included in our Registration Statement on Form S-1 in connection with our initial public offering and private placement offering memorandum.

The Company’s Board of Directors is soliciting your vote by proxy at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the SEC and is designed to assist you in voting your shares.

This proxy statement and our 2021 Annual Report, including our audited consolidated financial statements for the year ended December 31, 2021, are available to our stockholders on the Internet. On or about April 14, 2022, we mailed to our U.S. stockholders as of April 8, 2022, the record date for the Annual Meeting, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access these proxy materials online and how to vote. Also on or about April 14, 2022, we began mailing printed copies of these proxy materials to stockholders that have requested printed copies and to stockholders outside the United States. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review online all of the important information contained in this proxy statement and our 2021 Annual Report. The Notice also instructs you on how you may submit your vote over the Internet. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

To request a printed copy of the proxy statement, 2021 Annual Report and proxy card relating to this stockholder meeting or future stockholder meetings, visit www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. You must have available the 16-digit control number from the Notice described above. If you currently receive printed copies of the proxy materials and would like to reduce the costs incurred by the Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, annual reports, and related materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions on the proxy card using the Internet and, when prompted, indicate that you agree to receive or access proxy and related materials electronically in future years.

Our Board has fixed the record date for the Annual Meeting as of the close of business on April 8, 2022.

As of the record date, 138,766,971 shares of our common stock were outstanding and entitled to be voted at the Annual Meeting. Each share of common stock is entitled to one vote on each matter.

If your shares are registered in your name, you may vote online while virtually attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/HMPT2022 or by proxy without attending the Annual Meeting. Registered stockholders may also vote by telephone or on the Internet prior to the meeting by following the instructions included with your proxy card or the Notice. In addition, if you received a printed proxy card, you may mark, sign, date, and mail the proxy card you received from the Company in the postage-paid return envelope. If you vote in accordance with any of the available methods, your shares will be voted at the Annual Meeting pursuant to your instructions. If you sign and return the proxy card or vote by telephone or on the Internet but do not provide voting instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the Board given below.

If your shares are held in “street name” by a broker, bank, or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker, or other nominee will send you directions on how to vote those shares, which may include the ability to instruct the voting of your shares by telephone or on the Internet prior to the meeting.

If your shares are registered in your name or if your shares are held by a broker, bank, or other nominee and you wish to vote online while virtually attending the meeting, you will need to access the live audio webcast of the meeting at www.virtualshareholdermeeting.com/HMPT2022 and follow the instructions for stockholder voting.

The Company will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and electronic means. Proxies may also be solicited by employees of the Company and its subsidiaries personally, or by mail, telephone, fax or email, without any remuneration to such employees other than their regular compensation. The Company will reimburse brokers, banks, custodians, other nominees, and fiduciaries for forwarding these materials to their principals to obtain authorization for the execution of proxies.

Some banks, brokers, and other nominee record holders may be “householding” our proxy statements, annual reports, and related materials. “Householding” means that only one copy of these documents may have been sent to multiple stockholders in one household. If you would like to receive your own set of the Company’s proxy statements, annual reports, and related materials, or if you share an address with another stockholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker, or other nominee or write or call Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or 800-542-1061. Alternatively, if you wish to receive a separate set of proxy materials for this year’s Annual Meeting, we will deliver them promptly upon request to the Company’s Investor Relationships Department at 2211 Old Earhart Road, Suite 250, Ann Arbor, MI 48105; email: investor@hpfc.com; telephone number: 734-205-9680.

If you are a registered stockholder, you may change your vote or revoke your proxy at any time before it is voted by notifying the Corporate Secretary in writing, by returning a signed proxy with a later date, by submitting an electronic proxy as of a later date or by virtually attending the meeting and voting online during the meeting. If your shares are held in “street name,” you must contact your bank, broker, or other nominee for instructions on changing your vote.

In order to lawfully conduct the Annual Meeting, a majority of our outstanding shares of common stock as of April 8, 2022 must be present at the Annual Meeting either in person or by proxy. This is called a quorum. Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by one of the methods described above under the question “How do I vote?” Abstentions and “broker non-votes” (as explained below under the question “What is a ‘broker non-vote’?”) also will be counted for purposes of establishing a quorum.

If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when shares registered in the name of a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its client who beneficially owns those shares. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. See “Will my shares held in street name be voted if I do not provide my proxy?” and “How will abstentions and broker non-votes be treated?” below.

On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. The only “routine” matter to be presented at the Annual Meeting is Item 4: Ratification of the selection of the independent registered public accounting firm.

The chart below sets forth each item of business that we expect to be put before our stockholders at the Annual Meeting, and for each such item: the voting options available, the vote required to adopt or approve, the voting recommendation of our Board, the effect of abstaining from the vote, whether such item is a “discretionary matter” for which brokers may cast discretionary votes, and the effect of broker non-votes.

Votes cast by proxy or at the Annual Meeting will be counted by the persons appointed by the Company to act as inspectors for the Annual Meeting.

The Annual Meeting will be conducted via live audio webcast at: www.virtualshareholdermeeting.com/HMPT2022.

While there will be no physical meeting location, we have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. In addition to supporting the health and well-being of all of our stockholders, associates and other members of the community, we believe there are many benefits to a virtual meeting, including expanded access, improved communication, and cost savings for our stockholders and us.

Please allow ample time for the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page hosting the virtual meeting.

If you wish to submit a question on the day of the Annual Meeting, beginning at 10:45 a.m. Eastern Time on June 7, 2022, you may login and ask a question at www.virtualshareholdermeeting.com/HMPT2022. The Annual Meeting will be governed by our meeting guidelines posted at www.virtualshareholdermeeting.com/HMPT2022 in advance of the meeting. The meeting guidelines will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints.

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

to the date of the 2023 Annual Meeting of Stockholders or the 10th calendar day following the day on which public announcement of the date of the 2023 Annual Meeting of Stockholders is first made. Accordingly, for the 2023 Annual Meeting of Stockholders, we must receive such notice no later than April 8, 2023.

Any proposal of business or nomination should be mailed to: Office of the General Counsel, 2211 Old Earhart Road, Suite 250, Ann Arbor, Michigan 48105.

 

Home Point Capital Inc.

2211 Old Earhart Road, Suite 250

Ann Arbor, Michigan 48105