Walker & Dunlop (WD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, to elect seven directors, ratify KPMG LLP as auditor, and hold an advisory vote on executive compensation.

• Only stockholders of record as of March 7, 2025, are entitled to vote.

• The company’s five-year “Drive to ‘25” strategy targets significant growth in debt financing, property sales, servicing portfolio, and ESG achievements by year-end 2025.

• 2024 financial highlights include $1.1B in revenue (up 7%), $39.9B in transaction volume (up 21%), and record adjusted EBITDA of $328.5M.

• Total shareholder return over five years reached 70%, with a 10-year TSR of $652.60 per $100 invested, outperforming peers.

Voting matters and shareholder proposals

• Proposals include electing seven directors for one-year terms, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting “FOR” all proposals.

• Stockholder proposals for the 2026 meeting must be received by November 14, 2025.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent under NYSE rules.

• Board committees: Audit and Risk, Compensation, and Nominating & Corporate Governance, all composed solely of independent directors.

• The board maintains a Lead Director role for independent oversight and annual self-assessment.

• Board refreshment is ongoing, with a majority of non-management directors having less than six years’ tenure.

• Stockholders can communicate with the board via mail or email to the Lead Director.