Preliminary Proxy Statement

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Confidential, for Use of ~~Contents~~

the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

WALKER & DUNLOP, INC.
~~7501~~

(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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No fee required.

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Fee paid previously with preliminary materials.

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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.

TABLE OF CONTENTS

WALKER & DUNLOP, INC.

7272 Wisconsin Avenue, Suite ~~1200E~~
1300
Bethesda, Maryland 20814

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May ~~14, 2020~~
4, 2023
10:00 a.m. Eastern Daylight Time

Dear Stockholder:

You are cordially invited to attend our ~~2020~~2023 annual meeting of stockholders to be held on Thursday, May ~~14, 2020,~~4, 2023, at 10:00 a.m., Eastern Daylight Time, at

Hilton Garden Inn

7301 Waverly Street

Bethesda, Maryland 20814

for the following purposes:

To elect eight directors from the nominees named in this proxy statement to serve one-year terms expiring at the ~~2021~~2024 annual meeting of stockholders;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2020;~~

2023;

To vote on an advisory resolution to approve executive compensation;

and

~~To approve adoption of the Company's 2020 Equity Incentive Plan, which constitutes an amendment and restatement of the Walker & Dunlop, Inc. 2015 Equity Incentive Plan, as amended; and~~

To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Only stockholders of record at the close of business on March ~~13, 2020~~10, 2023 will be entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SUBMIT YOUR PROXY PRIOR TO THE MEETING BY FOLLOWING THE INSTRUCTIONS FOR VOTING ACCOMPANYING THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR, IF YOU REQUESTED PRINTED COPIES OF THE PROXY MATERIALS, YOUR PROXY OR VOTING INSTRUCTION CARD. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON, IF YOU DESIRE, AS DISCUSSED IN THIS PROXY STATEMENT.

By Order of the Board of Directors


		~~By Order of the Board of Directors~~

		~~Name:~~		~~Richard M. Lucas~~
		~~Title:~~		~~Executive Vice President,~~ ~~General Counsel and Secretary~~

Name:

Richard M. Lucas

Title:

Executive Vice President,
General Counsel and Secretary

Bethesda, Maryland

March ~~27, 2020~~

Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the company's Annual Meeting of Stockholders may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the company and available at www.walkerdunlop.com.

17, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May ~~14, 2020:~~

4, 2023:

The Proxy Statement and Annual Report to Stockholders are available free of charge at http://www.edocumentview.com/WD.

Table of Contents

~~TABLE OF CONTENTS~~


QUESTIONS AND ANSWERS			1
	Why is this proxy statement being made available?			1
	Why did I receive a Notice of Internet Availability in the mail instead of a printed set of proxy materials?			1
	What information is presented in this proxy statement?			1
	Who is entitled to vote at the annual meeting?			1
	Who can attend the annual meeting?			2
	What will constitute a quorum at the annual meeting?			2
	What are the voting rights of stockholders?			2
	How do I vote?			2
	What is a “broker non-vote”?			2
	How are votes counted?			32
	Will my shares of common stock be voted if I do not provide my proxy and I do not attend the annual meeting?			3
	May I change my vote?			3
	How many votes are needed to approve each of the proposals?			43
	Will any other matters be voted on?			43
	Who is soliciting my proxy?			4
	Is there a list of stockholders entitled to vote at the annual meeting?			4
	How can I obtain a copy of the ~~2019~~2022 Annual Report and the Annual Report on Form 10-K for the year ended December 31, ~~2019?~~ 2022?			54
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			65
	Proposal 1: Election of Directors for a One-Year Term Expiring at the ~~2021~~2024 Annual Meeting of Stockholders			65
	Nominees for Election for a One-Year Term Expiring at the ~~2021~~2024 Annual Meeting of Stockholders			76
	Corporate Governance Information			1210
	Board Committees			2019
	AUDIT-RELATED MATTERS			2523
	Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			2523
	Disclosure of KPMG LLP Fees for the Years Ended December 31, ~~2019~~2022 and December 31, ~~2018~~ 2021			2523
	Pre-Approval Policies and Procedures			2624
	Report of the Audit Committee			2624
	~~CORPORATE~~ENVIRONMENTAL, SOCIAL AND ~~SOCIAL RESPONSIBILITY~~ GOVERNANCE			2826
	EXECUTIVE OFFICERS			29
	Executive Officer Biographies			29
	COMPENSATION DISCUSSION AND ANALYSIS			31
	Executive Summary			31
	2022 NEO Compensation ~~Philosophy~~ Review			3334
~~Role of Board and Management in Compensation Decisions~~		34
~~Role of Compensation Consultant~~		35
Setting Executive Compensation			35
	~~2019~~2022 Key Elements of Compensation			37
	Mix of Target Total Direct Compensation			3938
	~~2019~~2022 Executive Officer Compensation			4039
	Compensation Policies			5149

~~"Say on Pay" Results~~		52
Compensation Policies and Practices ~~as they~~As They Relate to Risk Management			5250
	Compensation Committee Report			5351


	COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS				5452
	Executive Compensation				5452
	Narrative Disclosures to Summary Compensation and Grants of Plan-Based Awards Tables				5654
	Employment and Separation Agreements				5654
	Management Deferred Stock Unit Purchase Plan (MSPP)				5957
	Potential Payments upon Termination or a Change in Control				5958
	CEO Pay Ratio				6261
~~Director Compensation~~	Pay-Versus-Performance				6362
	Director Compensation				65
	Equity Compensation Plan Information				6467
	Compensation Committee Interlocks and Insider Participation				6567
	Proposal 3: Advisory Resolution to Approve Executive Compensation				6568
~~Proposal 4: Adoption of the Company's 2020 Equity Incentive Plan~~		66
~~Material Amendments included in the 2020 Plan~~		69
~~Other Amendments Included in the 2020 Plan~~		69
~~Summary of the Material Terms of the 2020 Plan~~		70
~~Summary of U.S. Federal Income Tax Consequences~~		75
~~Plan Benefits~~		77
~~Additional Prior Award Information~~		78
~~Interest of Certain Persons in the 2020 Plan~~		79
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				8069
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS				8271
	Related Party Transaction Policies				8271
	2010 Registration Rights Agreement				8271
~~OTHER MATTERS~~	Investments in Walker & Dunlop Investment Partners’ Funds				8472
	OTHER MATTERS				73
	Other Matters to Come Before the ~~2020~~2023 Annual Meeting				8473
	Stockholder Proposals and Nominations for the ~~2021~~2024 Annual Meeting		84
~~ANNEX A~~	73	~~A-1~~

WALKER & DUNLOP, INC.
~~7501~~
7272 Wisconsin Avenue, Suite ~~1200E~~
1300
Bethesda, Maryland 20814

PROXY STATEMENT

QUESTIONS AND ANSWERS

Why is this proxy statement being made available?

We have made this proxy statement available to you because you own shares of common stock of Walker & Dunlop, Inc. This proxy statement contains information related to the solicitation of proxies for use at our ~~2020~~2023 annual meeting of stockholders, to be held at 10:00 a.m., Eastern Daylight Time, on Thursday, May ~~14, 2020~~4, 2023 at the Hilton Garden Inn, 7301 Waverly Street, Bethesda, Maryland 20814, for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the company's Annual Meeting of Stockholders may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the company and available at www.walkerdunlop.com.

This solicitation is made by Walker & Dunlop, Inc. on behalf of our Board of Directors. Unless otherwise stated, as used in this proxy statement, the terms ~~"we," "our," "us"~~“we,” “our,” “us” and the ~~"Company"~~“Company” refer to Walker & Dunlop, Inc. The Notice of Internet Availability of Proxy Materials (the ~~"Notice~~“Notice of Internet ~~Availability"~~Availability”) is first being mailed to stockholders beginning on or about ~~April 3, 2020.~~

March 24, 2023.

Why did I receive a Notice of Internet Availability in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we are permitted to furnish our proxy materials over the internet to our stockholders by delivering a Notice of Internet Availability in the mail. The Notice of Internet Availability instructs you on how to access and review the proxy statement and ~~2019~~2022 Annual Report to Stockholders over the internet. The Notice of Internet Availability also instructs you on how you may submit your proxy over the internet. We believe that this e-proxy process expedites ~~stockholders'~~stockholders’ receipt of proxy materials, while also lowering our costs and reducing the environmental impact of our annual meeting.

If you received a Notice of Internet Availability in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability.

What information is presented in this proxy statement?

The information contained in this proxy statement relates to the proposals to be voted on at the annual meeting of stockholders, the voting process, information about our Board of Directors and Board committees, the compensation of our directors and our executive officers for the fiscal year ended December 31, ~~2019,~~2022, and other required information.

Who is entitled to vote at the annual meeting?

Only holders of record of our common stock at the close of business on March ~~13, 2020,~~10, 2023, the record date for the annual meeting of stockholders, are entitled to receive notice of the annual meeting and to vote at the annual meeting. Our common stock constitutes the only class of securities entitled to vote at the meeting.

When you vote by following the instructions in the Notice of Internet Availability or, if you requested printed copies of the proxy materials, your proxy or voting instruction card, you appoint Richard M. Lucas and William M. Walker as your representatives to vote your shares of common stock at the annual meeting. Messrs. Lucas and Walker, or either of them, will vote your shares of common stock as you instruct. Accordingly, your shares of common stock will be voted whether or not you attend the annual meeting. Even if you plan to attend the annual meeting, we encourage you to vote by following the instructions in the Notice of Internet Availability or, if you requested printed copies of the proxy materials, your proxy or voting instruction card, in advance.

TABLE OF CONTENTS 

Who can attend the annual meeting?

If you are a holder of our common stock at the close of business on March ~~13, 2020,~~10, 2023, the record date for the annual meeting, or a duly appointed proxy, you are authorized to attend the annual meeting. You will need to present proof of stock ownership and valid picture identification, such as a ~~driver's~~driver’s license or passport, before being admitted. If your common stock is held beneficially in the name of a bank, broker or other holder of record (i.e., street name), you must present proof of your ownership by presenting a bank or brokerage account statement reflecting your ownership as of the record date.

Cameras, recording equipment and other electronic devices will not be permitted at the annual meeting. For directions to the annual meeting of stockholders, contact Investor Relations at (301) 202-3207.

What will constitute a quorum at the annual meeting?

The presence at the annual meeting, in person or by proxy, of the holders of a majority of the common stock outstanding on March ~~13, 2020~~10, 2023 will constitute a quorum, permitting the stockholders to conduct business at the annual meeting. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the annual meeting, including for purposes of determining the presence of a quorum at the meeting. ~~A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.~~

What are the voting rights of stockholders?

As of March ~~13, 2020,~~10, 2023, there were ~~31,059,464~~33,314,108 shares of common stock outstanding and entitled to vote at the annual meeting. Each share of common stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on.

How do I vote?

If you hold your shares of common stock directly (i.e., not in a bank or brokerage account), you may vote by attending the meeting and voting in person or you may provide your proxy via the internet, telephone or mail in accordance with the instructions provided on the Notice of Internet Availability or, if you requested printed copies of the proxy materials, your proxy or voting instruction card.

If your shares of common stock are held in street name, you should follow the voting instructions provided to you by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by the internet or by telephone to your broker or nominee. If you provide specific instructions, your broker or nominee ~~should~~will vote your shares of common stock as directed. Additionally, if you want to vote in person and hold your shares in street name, you will need a ~~"legal proxy"~~“legal proxy” from your broker to vote at the annual meeting. Contact

your broker or nominee for specific information on how to obtain a legal proxy in order to attend and vote your shares at the meeting.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are voted on certain proposals but are not voted on other proposals because the broker (i) has not received voting instructions from the stockholder who beneficially owns the shares and (ii) lacks the authority to vote the shares at the broker’s discretion on such proposals. Under New York Stock Exchange rules, the election of directors (Proposal 1) and the advisory resolution to approve executive compensation (Proposal 3) are considered to be non-routine matters, and brokers will lack the authority to vote uninstructed shares at their discretion on such proposals. However, the ratification of our independent registered public accounting firm (Proposal 2) is a routine matter, so brokers may vote uninstructed shares at their discretion on Proposal 2. Accordingly, we do not expect any broker non-votes for Proposal 2.

How are votes counted?

If your vote is made in accordance with the instructions in the Notice of Availability or, if you requested printed copies of the proxy materials, your proxy or voting instruction card, and your vote is not revoked, the persons designated as proxy holders will vote the shares of common stock represented by that proxy as directed by you. If you return a signed proxy card but fail to indicate your voting preferences, the

persons designated as proxy holders will vote the shares of common stock represented by that proxy as recommended by the Board. The Board recommends a vote~~"FOR"~~“FOR” the election of ~~all~~each of the nominees for our Board of Directors named in this proxy statement (Proposal 1);~~"FOR"~~“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the ~~2020~~2023 fiscal year (Proposal 2);~~"FOR"~~ and “FOR” the advisory resolution to approve executive compensation (Proposal 3)~~; and"FOR"~~ ~~the approval of the adoption of the Company's 2020 Equity Incentive Plan (the "Plan"), which constitutes an amendment and restatement of the Walker & Dunlop, Inc. 2015 Equity Incentive Plan, as amended (Proposal 4)~~.

In the election of directors (Proposal 1), you may either vote"“FOR, ~~ALL"~~ ~~the nominees~~” “AGAINST” or to~~"WITHHOLD"~~ ~~your vote~~“ABSTAIN” with respect to ~~all, one or more~~each of the nominees. Regarding the ratification of our independent registered public accounting firm (Proposal 2), you may vote"“FOR,~~" "AGAINST"~~” “AGAINST” or"“ABSTAIN."” Regarding the advisory resolution to approve executive compensation (Proposal 3), you may vote"“FOR,~~" "AGAINST"~~” “AGAINST” or"“ABSTAIN." ~~Regarding the approval~~” For each of ~~the adoption of the Plan (Proposal 4), you may vote"FOR," "AGAINST"~~ or~~"ABSTAIN."~~ If you withhold your vote with respect to any director nominee or abstain from voting on the ratification of our independent registered public accounting firm, advisory resolution to approve executive compensation or the approval of the adoption of the Plan, your shares of common stock will be counted as present, including for purposes of establishing a quorum. With respect to Proposals 1, 2 and 3, abstentions ~~will not count as votes cast~~ and will have no effect on the result of the vote. However, because stockholder approval of the Plan is required under the rules of the New York Stock Exchange, or NYSE, and because the NYSE treats abstentions as votes cast, if you ABSTAIN from voting on Proposal 4, the abstention will have the effect of a vote against such proposal. Brokerbroker non-votes will not count as votes cast for a proposal and will have no effect on the result of the ~~vote.~~

vote on any proposal.

Will my shares of common stock be voted if I do not provide my proxy and I do not attend the annual meeting?

~~If you are a stockholder of record and you do not cast your vote, votes will not be cast on your behalf on any of the items of business at the annual meeting.~~

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1), and the advisory ~~resolution to approve~~vote on executive compensation (Proposal 3) ~~or the approval of the adoption of the Plan (Proposal 4)~~. Under applicable rules, the bank or broker that holds your shares does not have the ability to vote your uninstructed shares on Proposals 1 3 or 43 on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote on Proposals 1 3 or 4,3, votes will not be cast on your behalf. Your bank or broker will, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 2).

If you are a stockholder of record and you do not cast your vote, votes will not be cast on your behalf on any of the items of business at the annual meeting.

May I change my vote?

Yes. You may change or revoke a previously granted proxy at any time before it is exercised by either (i) submitting a later-dated proxy, ~~in person at the annual meeting or by mail, or~~ (ii) delivering ~~instructions~~a written request to our Secretary at our principal executive offices located at ~~7501~~7272 Wisconsin Avenue,

Suite ~~1200E,~~1300, Bethesda, Maryland ~~20814.~~20814 that revokes your previously granted proxy or (iii) attending the annual meeting and voting in person. Please note that attendance at the annual meeting will not, in and of itself, constitute revocation of a previously granted proxy.

If your shares of common stock are held in street name, then you may submit new voting instructions by contacting your broker or nominee. You may also vote in person at the annual meeting if you obtain a legal proxy from your broker as described above.

Please note that attendance at the annual meeting will not, in and of itself, constitute revocation of a previously granted proxy.

How many votes are needed to approve each of the proposals?

A nominee for director shall be elected to the Board of Directors (Proposal 1) if such nominee receives the affirmative vote of a majority of the total votes ~~cast for, against or affirmatively withheld as to such nominee.~~cast. If a nominee who is an incumbent director does not receive the affirmative vote of a majority of the total votes cast, ~~for, against or affirmatively withheld as to such nominee,~~ the director shall offer his or her resignation to the Board of Directors and the Board will consider whether to accept or reject the ~~director's~~director’s offer to resign. Abstentions and broker non-votes will have no effect on the outcome of the election. Ratification of our independent registered public accounting firm (Proposal 2), the advisory resolution to approve executive compensation (Proposal 3) and the approval of the adoption of the Plan (Proposal 4) will require the affirmative vote of the holders of a majority of the votes cast. With respect to Proposals 2 and 3, abstentions will not count as votes cast and will have no effect on the result of the ~~vote. However, because stockholder approval~~vote on Proposal 1.

Ratification of our independent registered public accounting firm (Proposal 2) and the advisory resolution to approve executive compensation (Proposal 3) will require the affirmative vote of the ~~Plan is required under the rules~~holders of a majority of the ~~NYSE~~votes cast. Abstentions and ~~because the NYSE treats abstentions as votes cast, if you ABSTAIN from voting on Proposal 4, the abstention will have the effect of a vote against such proposal. Broker~~broker non-votes will not count as votes cast for a proposal and will have no effect on the result of the ~~vote.~~

vote on Proposals 2 or 3.

Will any other matters be voted on?

As of the date of this proxy statement, we do not know of any matters that will be presented for consideration at the annual meeting other than those matters discussed in this proxy statement. If any other matters properly come before the annual meeting and call for a stockholder vote, valid proxies will be

voted by the holders of the proxies in accordance with the recommendation of the Board or, if no recommendation is given, in their own discretion.

Who is soliciting my proxy?

This solicitation of proxies is made by and on behalf of our Board of Directors. We will pay the costs of soliciting proxies, including the cost of printing, postage and handling. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse these ~~persons'~~persons’ out-of-pocket expenses. ~~We have retained MacKenzie Partners, Inc. to solicit proxies for a fee of approximately $22,500 plus reasonable expenses.~~

Is there a list of stockholders entitled to vote at the annual meeting?

The names of stockholders of record entitled to vote at the annual meeting will be available ~~at the annual meeting and~~ for ten days prior to the annual meeting, between the hours of 9:00 a.m. and 4:30 p.m., at our principal executive offices at ~~7501~~7272 Wisconsin Avenue, Suite ~~1200E,~~1300, Bethesda, Maryland 20814, by contacting the Secretary.

How can I obtain a copy of the ~~2019~~2022 Annual Report and the Annual Report on Form 10-K for the year ended December 31, ~~2019?~~

2022?

You may access, read and print copies of the proxy materials for this ~~year's~~year’s annual meeting, including our proxy statement, form of proxy card, and annual report to stockholders, at the following Web address: http://www.edocumentview.com/WD.

We file annual, quarterly and current reports; proxy statements; and other information with the SEC. You may read and copy any reports, statements or other information we file with the Securities & Exchange Commission ~~("SEC"~~(“SEC”) on the website maintained by the SEC at www.sec.gov. At the written request of any stockholder who owns common stock as of the close of business on the record date, we will provide, without charge, paper copies of our Annual Report on Form 10-K, including the financial statements and financial statement schedule, as filed with the SEC, except exhibits thereto. If requested by eligible stockholders, we will provide copies of the exhibits for a reasonable fee.You can request a copy of our Annual Report on Form 10-K, free of charge, by following the instructions on the Notice of Internet Availability or by mailing a written request to: Walker & Dunlop, Inc., Attention: Investor Relations, ~~7501~~7272 Wisconsin Avenue, Suite ~~1200E,~~1300, Bethesda, Maryland 20814.

You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different information. You should assume that the information in this proxy statement is accurate only as of the date of this proxy statement, or, where information relates to another date set forth in this proxy statement, ~~then~~ as of that date.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal 1: Election of Directors for a One-Year Term Expiring at the ~~2021~~2024 Annual Meeting of Stockholders

Our Board of Directors, or the Board, is currently comprised of eight directors, each with terms expiring at the ~~2020~~2023 annual meeting. Our Nominating and Corporate Governance Committee has recommended to our Board the eight nominees set forth below, all of whom are currently serving as directors of the Company, for re-election to serve as directors for one-year terms until the ~~2021~~2024 annual meeting and until their successors are duly elected and qualified. Following the Nominating and Corporate Governance ~~Committee's~~Committee’s recommendation, our Board has nominated those persons set forth below.

Based on its review of the relationships between the director nominees and the Company, and as discussed in greater detail below, the Board has affirmatively determined that, if these nominees are elected, the following six directors are ~~"independent"~~“independent” directors under the rules of the New York Stock Exchange, or NYSE: ~~Alan J. Bowers,~~ Ellen D. Levy, Michael D. Malone, John Rice, Dana L. Schmaltz, ~~and~~ Michael J. ~~Warren.~~

Warren and Donna C. Wells.

The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote ~~for~~on the substitute nominee recommended by the Board, or the Board may, as permitted by our bylaws, decrease the size of our Board.

Vote Required

A nominee for director shall be elected to the Board of Directors (Proposal 1) if such nominee receives the affirmative vote of a majority of the total votes cast ~~for, against or affirmatively withheld~~ as to such nominee. If a nominee who is an incumbent director does not receive the affirmative vote of a majority of the total votes cast ~~for, against or affirmatively withheld~~ as to such ~~director,~~nominee, the director shall offer his or her resignation to the Board of Directors, and the Board will consider whether to accept or reject the ~~director's~~director’s offer to resign. Cumulative voting in the election of directors is not permitted. For purposes of the election of directors, ~~shares that are not voted (whether by~~abstentions and broker ~~non-vote or otherwise)~~non-votes will not be counted as votes cast, and will have no effect on the result of the vote.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE ~~"FOR"~~“FOR” EACH OF THE NOMINEES SET FORTH BELOW.

Nominees for Election for a One-Year Term Expiring at the ~~2021~~2024 Annual Meeting of Stockholders

The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.

Name		Age
~~Name~~	~~Age~~			Title
William M. Walker		52	55		Chairman of the Board of Directors and Chief Executive Officer
Howard W. Smith, III		61	64		President and Director
~~Alan J. Bowers~~		65	~~Lead Director~~
Ellen D. Levy		50	53		Director
Michael D. Malone		66	69		Director
John Rice		53	56		Director
Dana L. Schmaltz		53	56		Director
Michael J. Warren		52	55		Director
Donna C. Wells			61		Director

Set forth below are descriptions of the backgrounds and principal occupations of each of our nominees for director, and the period during which he or she has served as a director. Also set forth below are specific experience, qualifications, skills and attributes that supported the ~~Board's~~Board’s determination to nominate the director for re-election.


		William M. Walker Chairman and Chief Executive Officer, Walker & Dunlop, Inc. Committees: None; member of management EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership, strategic planning and commercial real estate experience as chairman and chief executive officer of Walker & Dunlop • Affiliation with leading commercial real estate policy associations ~~as a member of the boards of Mortgage Bankers Association and Federal City Council~~ • Previous outside board experience ~~as a director of District of Columbia Water and Sewer Authority and Transcom Worldwide S.A., a publicly traded European outsourcing company~~

Mr. Walker has been a member of our Board since July 2010 and a board member of Walker & Dunlop, LLC, our operating company, or its predecessors since February 2000. In September 2003, Mr. Walker became the executive vice president and chief operating officer of Walker & Dunlop and served as the president of Walker & Dunlop from January 2005 to April 2015, and has served as the chief executive officer since January 2007. Mr. Walker currently serves on the boards of the ~~Children's~~ National ~~Medical Center, the Federal City~~Multifamily Housing Council and the ~~Mortgage Bankers Association~~United States Olympic and ~~on the board of trustees~~Paralympic Committee Foundation, and also is a member of the St. Albans School at the National Cathedral. Mr. Walker served as chairman of the board of directors of the District of Columbia Water and Sewer Authority from 2008 until 2012. He also served on the board of directors of Transcom Worldwide S.A., a publicly traded European outsourcing company, from 2004 to 2006, and served as its chairman of the board from 2006 to

~~January 2012.~~Real Estate Round Table. Mr. Walker received his Bachelor of Arts in Government from St. Lawrence University and his ~~Master's~~Master’s in Business Administration from Harvard University.


		Howard W. Smith, III. President, Walker & Dunlop, Inc. Committees: None; member of management EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership, strategic planning and commercial real estate experience as president of Walker & Dunlop and previous distinguished service as a senior loan originator at the Company for over 3040 years • Affiliation with leading commercial real estate policy associations ~~(member of the board of National Multi Housing Council)~~

Mr. Smith has been a member of our Board since July 2010, and previously served as our executive vice president & chief operating officer from July 2010 to April 2015, when he was promoted to president.

Mr. Smith joined Walker & Dunlop in November 1980 and has been a member of the management team since 1988. Mr. Smith served as Walker & Dunlop, ~~LLC's~~LLC’s executive vice president & chief operating officer from 2004 to April 2015, when he was promoted to president. He also has served as a board member of Walker & Dunlop, LLC or its predecessors since 2004. As president, Mr. Smith is responsible for our Multifamily, FHA Finance, Capital Markets and Property Sales groups. Mr. Smith is a member of the board of directors of the National ~~Multi~~Multifamily Housing ~~Council and a member of the board of advisors to the Williams School of Commerce, Economics and Politics at Washington and Lee University.~~Council. Mr. Smith received his Bachelor of Arts in Economics from Washington & Lee University.

~~Alan J. Bowers~~
~~Lead Director of Walker & Dunlop, Inc. and Retired President and Chief Executive Officer, Cape Success, LLC,~~ ~~a private staffing service and information technology solutions business~~

~~Committees:~~ ~~Audit (chair);~~ ~~Nominating & Corporate Governance~~

~~EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES~~

•

~~Executive leadership experience as chief executive officer of Cape Success, LLC, MarketSource Corporation and MBL Life Insurance Corporation~~

•

~~Experience as a certified public accountant at Coopers & Lybrand, L.L.P., a certified public accounting company~~

•

~~Current public company board experience as a director of CorePoint Lodging Inc. and Ocwen Financial Corporation~~

Mr. Bowers has been a member of our Board since December 2010. Prior to his retirement in 2005, Mr. Bowers was the president and chief executive officer and a board member of Cape Success, LLC, a private equity-backed staffing service and information technology solutions business, from 2001 to 2004. Mr. Bowers was also the president and chief executive officer and a board member of MarketSource Corporation, a marketing and sales support service firm, from 2000 to 2001, and of MBL Life Assurance Corporation, a life insurance firm, from 1995 to 1999. Mr. Bowers has been a certified public accountant since 1978 and served as staff auditor, audit partner and managing partner, serving a diverse client base during his tenure at Coopers & Lybrand, L.L.P. from 1978 to 1995 and a

staff accountant with Laventhol & Horwath, CPAs from 1976 to 1978. Mr. Bowers is a member of the board of directors of CorePoint Lodging Inc., a publicly traded U.S. lodging real estate investment trust, where he is the audit committee chairman and a member of the compensation and nominating and corporate governance committees, and Ocwen Financial Corporation, a publicly traded residential mortgage lending and servicing company, where he is audit committee chairman and a member of the risk and compliance committee. Mr. Bowers previously served on the board and as audit committee chairman of La Quinta Holdings Inc., a publicly traded hotel chain, from April 2014 to May 2018. Mr. Bowers received his Master's in Business Administration from St. John's University and his Bachelor of Science in accounting from Montclair State University.


		Ellen D. Levy, Ph.D. Managing Director, Silicon Valley Connect, LLC, a management consulting firm Committees:CompensationNominating & Corporate Governance EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership and strategic planning and technology experience as vice president of strategic investments at LinkedIn Corporation • ~~Current public~~ Public company board experience ~~as a director of Instructure, Inc.~~

~~Ellen~~

Dr. Levy has been a member of our Board since March 2019. Dr. Levy serves as managing director of Silicon Valley Connect, LLC, a management consulting company she founded. From 2008 to April 2012, Dr. Levy served in various roles at LinkedIn Corporation, a professional social networking internet service, including as its vice president of strategic initiatives from March 2010 to April 2012. Dr. Levy is currently a member of the board of directors of Learn CW Investment Corporation, a blank check company, and Healthwell Acquisition Corp. I, a special acquisition company. From 2015 to 2020, Dr. Levy served as a member of the board of directors of Instructure, Inc., a publicly traded educational technology ~~company, where she is a member of the compensation and nominating and corporate governance committees.~~company. Dr. Levy received her Bachelor of ~~Arts~~Science from the University of Michigan and a ~~Master's~~Master’s and Doctorate in cognitive psychology from Stanford University.


		Michael D. Malone Retired Managing Director, Fortress Investment Group LLC, a global private equity firm Committees:Audit;Compensation (chair) EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership and strategic planning experience as managing director of Fortress Investment Group LLC • Investment banking experience at Banc of America Securities • ~~Current public~~ Public company board experience ~~as a director of Mr. Cooper Group Inc. and New Senior Investment Group Inc.~~

Mr. Malone has been a member of our Board since November 2012. From February 2008 to February 2012, Mr. Malone served as managing director of Fortress Investment Group LLC, where he was in charge of the Charlotte, North Carolina office and responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November 2007, after nearly 24 years of service as a senior executive banker and managing director. Over those years, Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities, including real estate, gaming,

lodging, leisure, and the financial sponsors businesses. Mr. Malone is alead director and member of the board of directors of Mr. Cooper Group Inc., a publicly traded non-bank residential mortgage lender, where he is the nominating and corporate governance committee chairman and a member of the audit and compensation ~~committees, and~~committees. From 2014 to 2021, Mr. Malone served on the board of directors of New Senior Investment Group Inc., a publicly traded

internally managed real estate investment ~~trust, where he is the compensation committee chairman and a member of the audit committee.~~trust. Mr. Malone received his Bachelor of Science in General Studies from the University of Kentucky.


		John Rice Chief Executive Officer, Management Leadership for Tomorrow, a national non-profit organization Committees: Compensation;Nominating & Corporate Governance (chair) EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership and strategic planning experience as CEO of Management Leadership for Tomorrow and previously as managing director of NBA Japan, an affiliate of the National Basketball Association • Marketing experience as director of marketing for Latin America for the National Basketball Association • ~~Experience as a university trustee~~ Public company board experience

Mr. Rice has been a member of our Board since July 2010 and served as our Lead Director from September 2010 to June 2012. Mr. Rice is the chief executive officer of Management Leadership for Tomorrow, a national non-profit organization that he founded in 2001. Management Leadership for Tomorrow equips under-represented minorities with the skills, coaching and relationships that unlock their potential as senior business and community leaders. Prior to Management Leadership for Tomorrow, Mr. Rice was an executive with the National Basketball Association from 1996 to 2000, where he served as managing director of NBA Japan and as director of marketing for Latin America. Before joining the National Basketball Association, Mr. Rice spent four years with the Walt Disney Company in new business development and marketing, and two years with AT&T. Mr. Rice is a member of the board of directors and lead director of Opendoor Technologies Inc., a publicly traded digital platform for residential real estate, where he serves as a member of the nominating and corporate governance committee. He also is a member of the board of directors of Alpha Partners Technology Merger Corp., a publicly traded blank check company where he is a member of the audit, nominating, and compensation committees. Mr. Rice also serves on the board of directors of Morgan Stanley Real Estate’s Prime Property Fund, a private fund. Mr. Rice is a member of the Yale University board of trustees and serves on the boards of several non-profits including ~~the Woodrow Wilson Fellowship Foundation and~~ New ~~Profit.~~Profit, a venture philanthropy fund. Mr. Rice received his Bachelor of Arts from Yale University and his ~~Master's~~Master’s in Business Administration from Harvard University.


		Dana L. Schmaltz Founder and Partner, Yellow Wood Partners, LLC, a private equity firm focused on the consumer products industry Committees:Compensation;Nominating & Corporate Governance EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership and strategic planning experience as founder and partner at Yellow Wood Partners, LLC • Experience acquiring and operating several portfolio companies in various roles • Chief financial officer experience at Blacksmith Brands, Inc.

Mr. Schmaltz has been a member of our Board since December 2010. Mr. Schmaltz is currently a partner at Yellow Wood Partners, LLC, a private equity firm he founded, which is focused on the consumer products industry. Mr. Schmaltz was the co-founder, director and chief financial officer of Blacksmith Brands, Inc., a privately owned consumer products company that was created in September 2009. As the co-founder and a senior manager of Blacksmith Brands, Mr. Schmaltz was responsible for overseeing the

operations of the business with the senior management team, as well as for developing future acquisition opportunities for the company. Prior to founding Blacksmith Brands, Mr. Schmaltz was a managing partner of West Hill Partners, LLC, a Boston-based private equity firm, from 2007 to 2009. Prior to that, Mr. Schmaltz was the president of J.W. Childs Associates, LP, a private equity fund, where he focused on investments in the consumer/specialty retail sector, and served as partner of J.W. Childs from 1997 to 2007. Mr. Schmaltz received his Bachelor of Arts in History from Dartmouth College and his ~~Master's~~Master’s in Business Administration from Harvard University.


		Michael J. Warren Global Managing Director, Albright Stonebridge Group, a global strategic advisory and commercial diplomacy firm Committees:Audit EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES • Executive leadership and strategic planning experience as the global managing director of Albright Stonebridge Group • U.S. Government service ~~(former~~(as former senior advisor ~~treasury~~to the White House Presidential Personnel Office and ~~economic agencies and as co-lead, treasury and federal reserve agency review teams~~service in the Office of the ~~Obama-Biden presidential transition)~~ Secretary of the U.S. Department of Labor) • Chief financial officer experience at Stonebridge International • ~~Current public~~ Public company board experience ~~as a director of MAXIMUS Inc.~~

Mr. Warren has been a member of our Board since February 2017. Mr. Warren is the global managing director of Albright Stonebridge Group ~~("ASG"~~(“ASG”), ~~a global strategic advisory and commercial diplomacy firm.~~part of the Dentons Global Advisor. He served as ~~ASG's~~ASG’s managing ~~partner~~principal from 2013 to 2017 and as ~~one of its partners~~principal from 2009 to 2013. Prior to ASG, he served as the chief operating officer and chief financial officer of Stonebridge International from 2004 to 2009, where he managed operations, business development, finance and personnel ~~portfolios before leading the firm's merger with The Albright Group.~~portfolios. Mr. Warren served in various capacities in the Obama Administration, including as senior advisor ~~treasury and economic agencies~~of the White House Presidential Personnel Office and as co-lead ~~treasury~~for the Treasury and ~~federal reserve~~Federal Reserve agency review teams of the Obama-Biden ~~presidential transition.~~Presidential Transition. Mr. Warren is a member of the board of directors of ~~MAXIMUS~~Maximus, Inc., a publicly traded operator of government, health and human ~~service~~services programs, where he serves as a member of the compensation, nominating and corporate governance and technology committees. HeMr. Warren is also ~~serves as chairman~~a member of the board of directors of Brookfield Business Corporation, a publicly traded owner of global healthcare, construction and ~~trustee~~infrastructure services and industrial firms and serves as a member of the ~~District~~board of ~~Columbia Retirement Board,~~directors of Ripple Labs, a privately held company that is a leader in enterprise blockchain and crypto solutions. From 2020 to 2021, Mr. Warren served on the board of directors of Decarbonization Plus Acquisition Corporation, Brookfield Property REIT Inc. and Brookfield Property Partners L.P. In 2021, Mr. Warren served on the boards of Decarbonization Plus Acquisition Corporation II and Decarbonization Plus Acquisition Corporation III. He serves as a member of the board of trustees and of the risk and audit committees of Commonfund and as a trustee of Yale University and is a member of the Yale ~~University~~Corporation investment committee. Mr. Warren formerly served as a member of the board of ~~trustees~~directors of the Overseas Private Investment Corporation (“OPIC”) and ~~Yale School~~as a trustee of ~~Management board~~the District of ~~advisors. He holds Bachelor of Arts~~Columbia Retirement Board (“DCRB”). Mr. Warren received degrees from Yale University and Balliol College at Oxford University ~~of Oxford,~~ where he was a Rhodes Scholar.

Donna C. Wells
Chief Executive Officer, Valencia Ventures, LLC a strategic consulting and corporate governance firm

Committees: [MISSING IMAGE: ic_compen-bwlr.jpg]

Audit (chair); [MISSING IMAGE: ic_nomina-bwlr.jpg]

Nominating & Corporate Governance

EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES

•

Executive leadership and strategic planning experience as president and chief executive officer of Mindflash Technologies

•

Chief marketing officer experience at Mint Software, Inc., and marketing leadership responsibilities at Intuit and Expedia

•

Public company board experience

Ms. Wells has been a member of ~~Contents~~

our Board since March 2021. Ms. Wells is chief executive officer of Valencia Ventures, LLC, a strategic consulting and corporate governance firm which she founded. From 2010-2017, Ms. Wells served as President and Chief Executive Officer of Mindflash Technologies, Inc., an innovative, venture-backed enterprise software company that provided a cloud-based training platform for businesses. From 2007-2009, Ms. Wells was Chief Marketing Officer at Mint Software, Inc. (“Mint”) where she led the growth strategy for this mobile personal finance software company from product launch to the company’s acquisition by Intuit. Prior to Mint, Ms. Wells led US marketing for Intuit and the Expedia Group, roles which drew on her 20 years of experience in strategic consumer and product marketing with leading brands including The American Express Company and The Charles Schwab Corporation. Ms. Wells is a member of the board of directors of Mitek Systems, Inc., a publicly traded software development company, where she is the chair of the nominating and governance committee and has served as a member of the audit and compensation committees. Ms. Wells was previously a director and risk committee member at Boston Private Financial Holdings, Inc., a publicly traded bank holding company from 2014 to 2018, and a director and audit committee member at Apex Technology Acquisition Corporation, a publicly traded special acquisition company, from 2019 to 2021. She also serves on the boards of two private companies: CWT Travel Holdings, Inc., a global business travel management platform, where she is a member of the audit and finance committee and nominating and ESG committee, and Betterment Holdings, Inc., a leading independent digital wealth management platform with over $35 billion in AUM, where she is a member of the audit committee. In September 2019, Ms. Wells was appointed by the Center for Entrepreneurial Studies at the Stanford University Graduate School of Business as a Lecturer in Management. She holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master’s in Business Administration from Stanford University.

Corporate Governance Information

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. Accordingly, our Board has adopted and maintains the following corporate governance guidelines, codes and charters:

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Corporate Governance Guidelines;

•

Code of Business Conduct and Ethics;

•

Code of Ethics for Principal Executive Officer and Senior Financial Officers;

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Charter of the Audit Committee of the Board of Directors;

•

Charter of the Compensation Committee of the Board of Directors;

•

Charter of the Nominating and Corporate Governance Committee of the Board of Directors; and

•

Complaint Procedures for Accounting and Auditing Matters.

From time to time, we may revise the above-mentioned corporate governance guidelines, codes and charters in response to changing regulatory requirements, evolving best practices and the concerns of our stockholders and other constituents. Please visit our website at www.walkerdunlop.com to view or obtain a

copy of the current version of any of these documents. We will provide any of the above-mentioned documents, free of charge, to any stockholder who sends a written request to:

Walker & Dunlop, Inc.

Attn: Investor Relations
~~7501~~
7272 Wisconsin Avenue, Suite ~~1200E~~
1300
Bethesda, Maryland 20814

References to our website address throughout this proxy statement are for informational purposes only, or to fulfill specific disclosure requirements of the ~~SEC's~~SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement.

Director Independence

Our bylaws and Corporate Governance Guidelines conform to the NYSE rules, which require us to have a majority of independent board members and a nominating/corporate governance committee, compensation committee and audit committee, each comprised solely of independent directors. Under the NYSE listing standards, no director of a company qualifies as ~~"independent"~~“independent” unless the board of directors of the company affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with such company). In addition, the NYSE listing standards contain the following further restrictions upon a listed ~~company's~~company’s director independence:

•

a director who is an employee, or whose immediate family member is an executive officer, of the listed company is not independent until three years after the end of such employment relationship;

•

a director who has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent;

•

a director who is, or whose immediate family member is, a current partner of a firm that is the ~~company's~~company’s internal or external auditor is not independent; a director who is a current employee of such a firm is not independent; a director who has an immediate family member who is a current employee of such a firm and personally works on the ~~company's~~company’s audit is not independent; and a director who was, or whose immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the ~~company's~~company’s audit within that time is not independent;

•

a director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the listed ~~company's~~company’s present executive officers at the same time serve or served on the other ~~company's~~company’s compensation committee is not independent until three years after the end of such service or the employment relationship; and

•

a director who is an executive officer or an employee, or whose immediate family member is an executive officer, of another company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other ~~company's~~company’s consolidated gross revenues, is not independent.

To adequately assess and ensure that (i) at least a majority of our directors qualify as independent and (ii) each of the Board committees is comprised of solely independent directors, the Board assesses annually the independence of all directors and director nominees. In accordance with the independence criteria established by the Board from time to time, our Board considers all relevant facts and circumstances in order to make an affirmative determination as to whether any director has a direct or indirect material relationship to the Company. In assessing the materiality of a ~~director's~~director’s or ~~nominee's~~nominee’s relationship with the Company, the Board considers the issues from the ~~director's~~director’s or ~~nominee's~~nominee’s standpoint and from the perspective of the persons or organization with which the director or nominee has an affiliation. Our Board has evaluated the status of each current director, and has affirmatively determined, after considering the relevant facts and

circumstances and the independence standards set forth above, that each of ~~Alan J. Bowers,~~ Ellen D. Levy, Michael D. Malone, John Rice, Dana L. Schmaltz, ~~and~~ Michael J. Warren and Donna C. Wells is independent, as defined in the NYSE rules, and that none of these directors ~~has~~have a material relationship with us.

In evaluating Mr. Rice’s independence, the Board considered the payment in 2022 of $85,000 by us to Management Leadership for Tomorrow (or MLT), a not-for-profit entity of which Mr. Rice serves as chief executive officer, for employee placement and recruiting services and in connection with obtaining MLT Black Equity at Work and Hispanic Equity at Work Certifications. MLT had 2022 gross receipts in excess of $30 million. MLT, which was founded by Mr. Rice in 2001, has a mission to equip under-represented minorities with the skills, coaching and relationships that unlock their potential as senior business and community leaders. In evaluating Mr. Warren’s independence, the Board considered the Company’s immaterial indirect business relationship with Brookfield Business Corporation on whose board Mr. Warren is a member. Specifically, the Board evaluated Mr. Warren’s independence in light of a lending and loan servicing relationship with Brookfield Properties, an affiliate of Brookfield Business Corporation. The Board considered two loans made in 2022 by Walker & Dunlop, LLC to Brookfield Properties with an aggregate principal amount of $151 million, and five loans serviced in 2022 on properties owned by Brookfield Properties, for which the Company received immaterial 2022 aggregate lending and loan servicing fees. The loans contain customary terms and conditions.

Board Leadership Structure

Mr. Walker serves as the ~~Company's~~Company’s Chairman and Chief Executive Officer. The Board has determined that combining the Chairman and Chief Executive Officer positions is the appropriate leadership structure for the Company and believes that combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making and alignment on corporate strategy.

Nevertheless, the Board understands that the structure of the Board must encourage the free and open dialogue of competing views and provide for strong checks and balances. Specifically, an effective governance structure must balance the powers of the Chief Executive Officer and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important, and able to provide effective oversight of management.

The Board is committed to maintaining a ~~"Lead Director"~~“Lead Director” as a matter of good corporate governance. The Lead Director is an independent director consistent with criteria established by the NYSE and will be selected on an annual basis by a majority of the independent directors then serving on the Board. The role of the Lead Director is to serve as liaison between (i) the Board and management, including the Chief Executive Officer, (ii) independent directors and (iii) interested third parties and the Board. The Lead Director serves as the focal point of communication to the Board regarding management plans and initiatives, and ensures that the role between board oversight and management operations is respected. The Lead Director reviews and provides input on full Board

meeting agendas, and plays a central role in developing, managing and overseeing our annual Board self-assessment process along with the Chairman of the Nominating and Corporate Governance Committee. The Lead Director acts as chairman of executive sessions of our independent directors and also provides the medium for informal dialogue with and among independent directors, allowing for free and open communication within that group. For example, the Lead Director frequently holds informal conference calls with our independent directors prior to our quarterly Board meetings to discuss any issues the directors would like raised at the Board meetings. In addition, the Lead Director serves as the communication conduit for third parties who wish to communicate with the Board. Our current Lead Director is Mr. ~~Bowers.~~

Malone.

The Board carefully considers the effectiveness of the Board leadership structure at least annually in connection with its self-assessment.

Executive Sessions of Non-Management and Independent Directors

Pursuant to our Corporate Governance Guidelines and the NYSE rules, in order to promote open discussion among independent directors, our Board devotes a portion of each regularly scheduled Board meeting to executive sessions of only independent directors. See "—“— Director ~~Independence"~~Independence” for a list of our independent directors. The Lead Director acts as chairman of each of the executive sessions described above.

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Communications with the Board

Stockholders and other interested parties may communicate with the Board (i) by sending any correspondence they may have in writing to the ~~"Lead Director"~~“Lead Director” c/o the General Counsel & Secretary of Walker & Dunlop, Inc., at ~~7501~~7272 Wisconsin Avenue, Suite ~~1200E,~~1300, Bethesda, Maryland 20814, who will then directly forward such correspondence to the Lead Director, or (ii) by e-mailing correspondence directly to the Lead Director at leaddirector@walkerdunlop.com. The Lead Director will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board.

Board Meetings and Director Attendance

Pursuant to our Corporate Governance Guidelines, (i) we are required to have at least four regularly scheduled Board meetings in each calendar year and additional unscheduled Board meetings may be called upon appropriate notice at any time to address specific needs of the Company; and (ii) directors are expected to attend, in person or by telephone or video conference, all Board meetings and meetings of committees on which they serve. Our Board held 109 Board meetings in ~~2019.~~2022. Each of our directors serving on the Board in 2022 attended at least 75% of the total regularly scheduled and special meetings of the Board and the committees on which he or she served. Additionally, pursuant to our Corporate Governance Guidelines, the directors are encouraged, but not required, to attend our annual meetings of stockholders. One of the eight directors elected to the Board at the ~~2019~~2022 annual meeting of stockholders attended the meeting.

Criteria for Board Membership

The Board has adopted a policy to be used for considering potential director candidates to further the Nominating and Corporate Governance ~~Committee's~~Committee’s goal of ensuring that our Board consists of a diversified group of qualified individuals that function effectively as a group. The policy provides that qualifications and credentials for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board. However, at a minimum, candidates for director must possess:

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high integrity;

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an ability to exercise sound judgment;

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an ability to make independent analytical inquiries;

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a willingness and ability to devote adequate time and resources to diligently perform Board duties; and

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a reputation, both personal and professional, consistent with the image and reputation of the Company.

In addition to the aforementioned minimum qualifications, the Nominating and Corporate Governance Committee also believes that there are other qualities and skills that, while not a prerequisite for nomination, should be taken into account when considering whether to recommend a particular person. These factors include:

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diversity, age, background, skills and experience;

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personal qualities and characteristics, accomplishments, and reputation in the business community;

•

knowledge and contacts in the communities in which the Company conducts business and in the ~~Company's~~Company’s industry or other industries relevant to the ~~Company's~~Company’s business;

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ability and willingness to devote sufficient time to serve on the Board and committees of the Board;

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knowledge and expertise in various areas deemed appropriate by the Board;

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fit of the ~~individual's~~individual’s skills, experience, and personality with those of other directors in maintaining an effective, collegial and responsive Board;

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whether the ~~person's~~person’s nomination and election would enable the Board to have a member that qualifies as an ~~"audit~~“audit committee financial ~~expert"~~expert” as such term is defined by the SEC; and

•

whether the person would qualify as an ~~"independent"~~“independent” director under the ~~NYSE's~~NYSE’s listing standards and our Corporate Governance Guidelines.

Neither the Nominating and Corporate Governance Committee nor the Board has adopted a formal policy with respect to diversity of its directors. However, in connection with its overall director candidate review, the Nominating and Corporate Governance Committee does consider diversity of experience in areas that are relevant to the ~~Company's~~Company’s activities, including, for example, experience in commercial real estate, commercial lending, technology and finance and experience as a board member of a publicly traded company. The Nominating and Corporate Governance Committee also remains committed to ensuring women and underrepresented racially/ethnically diverse candidates are included in every pool of individuals from which new Board nominees are chosen. This commitment is evidenced by the fact that each of the last three directors added to our Board are women or underrepresented racially/ethnically diverse. Directors must be willing and able to devote sufficient time to carrying out their duties effectively. The Nominating and Corporate Governance Committee takes into account the other demands on the time of a candidate, including, for example, occupation and memberships on other boards.

The Nominating and Corporate Governance Committee will seek to identify director candidates based on input provided by a number of sources, including (i) Nominating and Corporate Governance Committee members, (ii) our stockholders and (iii) others as it deems appropriate. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in identifying qualified director candidates. ~~The Nominating and Corporate Governance Committee has retained a third-party search firm to identify qualified director candidates.~~

As part of the identification process, the Nominating and Corporate Governance Committee considers the number of expected director vacancies and whether existing directors have indicated a willingness to continue to serve as directors if re-nominated. Once a director candidate has been identified, the Nominating and Corporate Governance Committee will then evaluate this candidate in light of ~~his or her~~their qualifications and credentials, and any additional factors that it deems necessary or appropriate. Existing directors who are being considered for re-nomination will be re-evaluated as part of the Nominating and Corporate Governance ~~Committee's~~Committee’s process of recommending director candidates. The Nominating and Corporate Governance Committee will consider all persons recommended by stockholders in the same manner as all other director candidates, provided that such recommendations are submitted in accordance with the procedures set forth in our bylaws and summarized below.

After completing the identification and evaluation process described above, the Nominating and Corporate Governance Committee will recommend to the Board the nomination of a number of candidates equal to the number of director vacancies that will exist at the annual meeting of stockholders. The Board will then select the ~~Board's~~Board’s director nominees for stockholders to consider and vote upon at the ~~stockholders'~~stockholders’ meeting.

Board Refreshment

The Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance of maintaining longer-serving directors with deep institutional knowledge of the Company and adding directors who bring a ~~diversity of perspectives and experience.~~fresh perspective. At the time of our Initial Public Offering (IPO) in 2010, the Board was comprised of eight directors, six of whom were not members of management and five of whom were independent. Since our ~~2010 initial public offering:~~

IPO:

•

~~three~~

four of the six non-management directors who were serving on the Board as of our ~~initial public offering~~IPO have left the Board;

•

~~we added a sixth independent director;~~

•

the Lead Director and the chairs of the Audit, Compensation and Nominating and Corporate Governance Committees have ~~changed;~~changed, and

all three members of our Audit Committee joined the Board after our IPO; and

•

we have expanded the representation of women and ~~minorities~~underrepresented racially/ethnically diverse individuals on our Board to comprise ~~three~~four of our eight directors, and each of the ~~six independent directors.~~

~~The Nominating and Corporate Governance Committee has retained a third-party search firm~~last three directors added to ~~identify qualified director candidates.~~

our Board are women or underrepresented racially/ethnically diverse.

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Engagement with ~~Shareholders~~

Stockholders

We ~~have always valued our relationship~~engage frequently and actively with our ~~shareholders,~~stockholder base through participation in conferences, non-deal roadshows in partnership with sell side analysts, and ~~throughout 2019, have held numerous~~company-organized one-on-one or group meetings and conference calls. In 2022, we traveled for various in-person investor conferences and meetings, but it is apparent that virtual conferences and meetings remain the preference for many investors. Virtual meetings are a very efficient way to conduct a day of meetings with investors across the world, and as a result, we will continue to participate in virtual events (in combination with in-person meetings) for the foreseeable future. A summary of 2022 in-person and virtual outreach is listed below:

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participated in eight investor conferences hosted by sell side analysts;

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held over 110 meetings with buy side investors and sell side analysts;

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held the 2022 annual meeting of stockholders in person; and

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held a virtual Investor Day to provide progress updates on our ~~shareholders.~~ current five-year business strategy, Drive to ‘25, described more fully below, which had over 430 attendees.

During these meetings, we discussed macroeconomic conditions affecting our competitive environment and our business, our financial and operating results, our five-year business strategy, our corporate governance and other matters of executive compensation and ~~matters of corporate~~our environmental, social and ~~social responsibility.~~

governance (“ESG”) initiatives.

Our ~~Growth~~ Strategy and Alignment of Director Skills and Experience

Our mission is to become the premier commercial real estate finance company in the United States. In ~~2016,~~support of that mission, we ~~implemented~~adopted a five-year business strategy ~~with the goal of reaching at least $1 billion of annual revenues by the end of~~in 2020, ~~by accomplishing~~named Drive to ‘25.

Our Drive to ‘25 strategy is centered around growing debt financing volume, expanding our property sales platform, building investment banking and asset management capabilities, and achieving ambitious environmental and social goals. Our Drive to ‘25 strategy includes the following ~~milestones: (i) $30~~five-year operational, financial and ESG targets to $35 billion of annual loan origination volume, (ii) annual multifamily property sales volume of $8 to $10 billion, (iii) an unpaid principal balance of at least $100 billion in our servicing portfolio and (iv) $8 to $10 billion of assets under management. We have made great progress towards achievingbe achieved by year-end 2025:

	Operational			Financial			ESG
	• $65B+ in Annual Debt Financing Volume, including $5B+ in Annual Small Balance Loans • $160B+ Servicing Portfolio Balance • $25B+ in Annual Property Sales Volume • $10B+ in Assets Under Management			• At least $2B in Annual Total Revenues • At least $13.00 per share in Annual Diluted Earnings Per Share (“EPS”)			• Increase Diversity of Leadership • Reduce GHG Emissions Intensity • Donate 1% of Annual Income from Operations to Non-profits • Originate a Cumulative $60B of Affordable Housing Debt Financing Volume from 2021 – 2025

To achieve these ~~milestones, and will continue to focus~~ambitious targets, we are focusing on the following areas:

•

~~defend~~

defending our market position as a leading provider of capital to multifamily borrowers;

•

~~continue~~

continuing to expand our ~~capital markets~~loan origination and property sales teams;

•

continuing to develop and

•

~~develop proprietary sources of capital through~~ deploy technological products and improvements across our ~~interim lending program,~~businesses;

•

establishing commercial real estate investment banking and advisory capabilities and growing our ~~joint venture with an affiliate of Blackstone Mortgage Trust, Inc. and our~~existing commercial real estate (“CRE”) investment management ~~platform.~~

activities through organic growth and via acquisitions; and

•

continuing to invest in programs and activities that enhance our overall ESG impact as described below in “ENVIRONMENTAL, SOCIAL AND GOVERNANCE.”

Successful execution of our growth strategy ~~will involve~~involves organic growth, recruiting additional bankers and brokers, business acquisitions and ~~acquisitions.~~successful integration of the people and businesses we acquire and developing and implementing proprietary technology to improve the marketing of our offerings and the efficiency of our business operations. The Board believes that, collectively, the nominees bring to the Board, through a variety of backgrounds and experiences, including through education, direct hands-on

experience and managerial roles, a diverse range of skills and experience in relevant areas that align with our growth strategy, as depicted in the following table:

	~~Director Experience~~

	~~Commercial~~ ~~Real Estate~~	~~Commercial~~ ~~Lending~~	~~Investment~~ ~~Advisory/Mergers &~~ ~~Acquisitions~~	~~Executive~~ ~~Leadership~~	~~Other Public~~ ~~Board~~ ~~Experience~~
~~Alan J. Bowers~~	ü			ü	ü
~~Ellen D. Levy~~			ü	ü	ü
~~Michael D. Malone~~	ü	ü	ü	ü	ü
~~John Rice~~				ü
~~Dana L. Schmaltz~~			ü	ü
~~Howard W. Smith~~	ü	ü		ü
~~William M. Walker~~	ü	ü	ü	ü	ü
~~Michael J. Warren~~		ü	ü	ü	ü

Stockholder Recommendations of Director Nominees

For nominations for election to the Board to be properly brought before an annual meeting by a stockholder, the stockholder must comply with the advance notice provisions and other requirements of Article II, Section 12 of our bylaws. These notice provisions require that nominations for directors must be received by the Secretary at our principal executive offices (the ~~"Stockholder Notice"~~“Stockholder Notice”) not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding ~~year's~~year’s annual meeting, nor earlier than the 150th day prior to the first anniversary of the date of the proxy statement for the preceding ~~year's~~year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date

of the preceding ~~year's~~year’s annual meeting, such Stockholder Notice to be timely must be so delivered not earlier than the 150th day prior to such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. ~~The Stockholder Notice must set forth:~~

•: as to each person whom the stockholder proposes to nominate for election or reelection as a director, (A) a description of all agreements, arrangements or understandings between such stockholder and such potential nominee (and any other person or persons), pursuant to which the nomination is made, and (B) all other information relating to such potential nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and
•: as to the stockholder giving such Stockholder Notice, (A) the name and address of such stockholder, as they appear on the Company's books, (B) the class or series and number of shares of stock of the Company which are, directly or indirectly, owned beneficially and of record by such stockholder, including through general or limited partnerships, as of the date of the Stockholder Notice, and a representation that such stockholder will notify the Company in writing of such information as of the record date for the meeting, (C) a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into by such stockholder as of the date of the Stockholder Notice, the effect or intent of which is to mitigate loss to, manage the risk or benefit of share price changes for, or increase or decrease the voting power of such stockholder or any affiliates, and a representation that such stockholder will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (D) a representation that such

stockholder intends to appear at the meeting in person or by proxy to make the nomination or propose the other business specified in such Stockholder Notice, as the case may be, and (E) a representation as to whether such stockholder intends, or is intended to be part of a group (within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act) that intends, (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company's outstanding shares of stock required to elect the proposed director nominee or to approve or adopt the other business proposal, and/or (ii) otherwise to solicit proxies from stockholders in support of such nominee or other business proposal.

~~For purposes of the bulleted paragraphs above, references to "stockholder" include any beneficial owners on whose behalf the director nomination is made.~~ See also ~~"OTHER MATTERS—~~“OTHER MATTERS — Stockholder Proposals and Nominations for the ~~2021~~2024 Annual Meeting."

”

Code of Ethics for Principal Executive Officer and Senior Financial Officers; Code of Business Conduct

and Ethics

We have adopted the Code of Ethics for Principal Executive Officer and Senior Financial Officers, which is applicable to our Chief Executive Officer, Chief Financial Officer and all other senior financial officers. This code is intended to:

•

deter wrongdoing;

•

encourage honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;

•

ensure compliance with applicable governmental laws, rules and regulations;

•

support the prompt internal reporting of violations of the Code of Ethics for Principal Executive Officer and Senior Financial Officers to the appropriate persons identified in the Code of Ethics for Principal Executive Officer and Senior Financial Officers; and

•

create accountability for adherence to the Code of Ethics for Principal Executive Officer and Senior Financial Officers.

We have also adopted the Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees. This code covers areas of professional conduct, including honest and ~~candid~~ethical conduct, conflicts of interest, public disclosure, compliance with all applicable laws, rules and regulations, corporate opportunities, confidentiality, fair dealing and the protection and proper use of Company assets.

We have posted both our Code of Ethics for Principal Executive Officer and Senior Financial Officers and Code of Business Conduct and Ethics to our website and intend to promptly post any waiver or amendment of our Code of Ethics for Principal Executive Officer and Senior Financial Officers to our website.

In addition to the Code of Ethics for Principal Executive Officer and Senior Financial Officers and Code of Business Conduct and Ethics, our Audit Committee has in place a whistleblower reporting procedure that enables it to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters. The procedures in place permit our employees to confidentially and anonymously submit their concerns regarding questionable accounting or auditing matters directly to the Audit Committee. Upon receiving a concern or complaint pursuant to these procedures, the

individual designated by our Chief Executive Officer as our compliance officer (currently, our Executive Vice President, General Counsel &and Secretary, Richard M. Lucas) or Audit Committee Chairman, will:

•

determine whether the complaint or concern is an accounting complaint and, when possible, acknowledge receipt of the complaint or concern to the reporting person;

•

review the complaint in a manner determined by and with the oversight of the Audit Committee and with input from the compliance officer or such other persons, including any third-party ~~investigative parties,~~investigators, as the Audit Committee determines to be appropriate;

•

appoint one or more internal and/or external investigators to promptly and fully investigate such accounting complaints under the supervision of the compliance officer and, as may be appropriate, the Audit Committee;

•

provide the reporting person, to the extent possible and appropriate, the name and contact information for the investigator(s) assigned to the accounting complaint;

•

maintain confidentiality to the fullest extent possible, consistent with the need to conduct an adequate review;

•

coordinate with other Board committees and government authorities, as appropriate, to the extent that an accounting complaint relates to an ongoing government audit, inspection or investigation;

•

obtain advice and assistance from and retain, at the ~~Company's~~Company’s expense, investigators, internal or outside legal counsel and other advisors, as may be appropriate; and

•

take prompt and appropriate corrective or remedial action when and as warranted in the judgment of the Audit Committee.

Risk Oversight

The Board continuously monitors risk oversight and designates one meeting each year at which the Board works with management to conduct an in-depth review of the ~~Company's~~Company’s strategic plans and identify the principal issues and risks to its ongoing operations and accomplishing its strategy. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular ~~committee's~~committee’s expertise or charter. ~~For example,~~The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to more effectively monitor the risks that relate to the committees’ respective oversight authorities. In accordance with NYSE Corporate Governance Standards, the Audit Committee charter assigns to the Audit Committee the responsibility to review our policies and procedures with respect to risk assessment and risk management. During 2022 and into 2023, the Audit Committee has overseen management’s project, currently led by our Compliance Officer and our SVP of Internal Audit, to update the Company’s inventory of key risks and the controls and other monitoring mechanisms related to the risks. As it relates to specific risks, the Audit Committee oversees our financial statements, internal control over financial reporting, compliance with legal and regulatory requirements and the performance of our internal audit function. The Audit Committee also receives reports from our Chief Technology Officer and our Chief Information Security Officer, at least quarterly, on information security and cyber security ~~matters. Generally, the ongoing monitoring of risk~~matters, including data privacy, protection and risk mitigation ~~activities have been implemented under~~strategies (“Information Security”). Additionally, the ~~oversight~~Chief Information Security Officer oversees our Information Security team, which works in partnership with our internal audit department to review information technology-related internal controls with our external auditors as part of the full Board, which will use the Board committees as appropriate to oversee management's monitoring and mitigation of risks identified by management that are consistent with the respective Committees' oversight authorities. The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee's members, makes this an appropriate structure to more effectively monitor the risks that relate to the committees' respective oversight authorities.

overall internal controls process.

An important feature of the ~~Board's~~Board’s risk oversight function is to receive regular updates at each quarterly Board meeting from its committees and ~~management, as appropriate.~~management. For example, each year our senior management will work with the ~~head~~SVP of ~~our internal audit function,~~Internal Audit, who reports directly to the Audit Committee, to develop an audit plan designed to address key corporate governance controls, financial reporting and internal control risks and pre-implementation reviews of significant corporate projects. This plan will subsequently be ~~reviewed~~approved by the Audit Committee, and our internal auditors will report the audit results to the Audit Committee on a quarterly basis, or more frequently as needed. The ~~internal auditors~~SVP of Internal Audit also ~~meet regularly~~meets with the Audit Committee in executive ~~session.~~session at least quarterly. In addition, our EVP, General

Counsel & Secretary meets regularly in executive session with the Audit Committee and the Nominating and Corporate Governance Committee and provides them with regular updates regarding material litigation and legal and regulatory compliance matters.

The Compensation Committee is responsible for overseeing compensation risk, including evaluating and assessing risks arising from our compensation policies and practices for all employees and ensuring executive compensation is aligned with performance. The Compensation Committee is charged with monitoring our equity-based compensation plans, including employee benefit plans. The Nominating and Corporate Governance Committee oversees risk related to our overall governance, including Board and committee composition, Board size and structure, director independence, ~~and~~ ethical and business ~~conduct.~~

Aconduct and ESG risks.

The full Board is kept informed of each committee’s risk oversight and related activities through standard reports to the Board by each committee chairman, frequent non-member attendance at committee

meetings and committee meeting materials, minutes and resolutions which are made available to all directors. Current and emerging strategic, operational and competitive risks are presented and discussed at the Board’s regular quarterly meetings. In addition to receiving direct information from its committees, the Board receives updates directly from members of management. For example, a committee of senior management comprised of the leaders of our balance sheet loan origination, loan underwriting, servicing, accounting, legal, human resources, investment advisory, broker-dealer, information technology, investor relations, internal audit, tax credit syndication and treasury groups meet monthly to discuss current and emerging risks that we face and prepare a written report to the full Board at least quarterly, describing key risks faced by us and how they are addressed. Additionally, the full Board is kept informed of each committee's risk oversight and related activities through standard reports to the Board by each committee chairman, frequent non-member attendance at committee meetings and committee meeting minutes and resolutions which are made available to all directors. Strategic, operational and competitive risks are presented and discussed at the Board's regular quarterly meetings. In addition to receiving direct information from its committees, the Board receives updates directly from members of management. Asas needed between Board meetings, Mr. Walker, our Chairman and Chief Executive Officer, provides reports to the Board on the critical issues we face and the recent developments in our business units, including identified risks. ~~Additionally,~~ Mr. Smith, due to his position as President, is able to frequently communicate with other members of our management and update the Board regularly on the important aspects of the ~~Company's~~Company’s day-to-day operations.

The Board believes the leadership structure described in “— Board Leadership Structure” above facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Director and working through its committees, including the independent Audit Committee, to proactively participate in the oversight of management’s actions.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All members of the committees described below are ~~"independent"~~“independent” under NYSE rules as discussed under ~~"BOARD~~“BOARD OF DIRECTORS AND CORPORATE ~~GOVERNANCE—~~GOVERNANCE — Corporate Governance ~~Information—~~Information — Director Independence."” In addition, the members of the Audit and Compensation Committees satisfy the additional independence criteria applicable to members of such committees under SEC and NYSE rules.

The table below provides membership information for each of the Board committees as of March ~~13, 2020~~10, 2023 and the number of meetings held by each committee in ~~2019:~~

2022:

Name

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Ellen D. Levy

Michael D. Malone

X†

John Rice

Dana L. Schmaltz

Michael J. Warren

X†

Donna C. Wells

X*†

2022 Meetings

Name
Audit
Committee Compensation
Committee Nominating and
Corporate
Governance
Committee
Alan J. Bowers
X †* X
Ellen D. Levy
X
Michael D. Malone
X † X *
John Rice
X X *
Dana L. Schmaltz
X X
Michael J. Warren
X †
2019 Meetings
7 7 5

*: Committee ~~Chairman~~
Chair

†

Audit Committee Financial Expert

Audit Committee

Our Audit Committee consists of ~~Alan J. Bowers,~~Donna C. Wells, Michael D. Malone and Michael J. Warren, three of our independent directors, with ~~Mr. Bowers~~Ms. Wells serving as the Audit ~~Committee's~~Committee’s Chairman. Each of Ms. Wells and Messrs. ~~Bowers,~~ Malone and Warren qualifies as an ~~"audit~~“audit committee financial ~~expert"~~expert” as that term is defined by the applicable SEC regulations. Our Board has also determined that each Audit Committee member is ~~"financially literate"~~“financially literate” as that term is defined by the NYSE corporate governance listing standards. We have adopted an Audit Committee charter that details the principal functions of the Audit Committee, including oversight related to:

•

our accounting and financial reporting processes;

•

the integrity of our consolidated financial statements and financial reporting processes;

•

our systems of disclosure controls and procedures and internal control over financial reporting;

•

our compliance with financial, legal and regulatory requirements;

•

the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

•

the performance of our internal audit function;

•

our policies and procedures with respect to risk assessment and risk management, including key risks to which we are subject and the steps we have taken to monitor and control exposure to such risks, which is overseen in consultation with our management, and the full Board, as appropriate; and

•

review and approval of any related party transactions.

The Audit Committee is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

Our Audit Committee charter and the corporate governance rules of the NYSE require that, in the event a director simultaneously serves on the audit committee of more than three public companies, including us, the Board must determine that such simultaneous service would not impair the ability of that member to effectively serve on our Audit Committee and disclose that determination. None of our Audit Committee members serves on the audit committees of more than three public companies (including our Audit Committee).

The Audit Committee met ~~seven~~five times in ~~2019.~~

2022.

Compensation Committee

Our Compensation Committee consists of Ellen D. Levy, Michael D. Malone, John Rice and Dana L. Schmaltz, ~~three~~four of our independent directors, with Mr. Malone serving as the Compensation ~~Committee's~~Committee’s Chairman. We have adopted a Compensation Committee charter that details the principal functions of the Compensation Committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our executive ~~officers'~~officers’ compensation, evaluating our executive ~~officers'~~officers’ performance in light of such goals and objectives and determining and approving the remuneration of our executive officers based on such evaluation;

•

reviewing and approving the compensation of our executive officers, subject to the terms and conditions of any pre-existing employment agreements;

•

reviewing and evaluating, as it deems appropriate, the compensation for directors, including board committee retainers, meeting fees, equity-based compensation and such other forms of compensation as the compensation committee may consider appropriate and recommending to the Board, as appropriate, changes to such compensation;

•

reviewing our executive compensation policies and plans;

•

reviewing and monitoring: (1) the development and implementation of goals established from time to time for our performance with respect to ESG initiatives, (2) the development of metrics to gauge progress toward achievement of those goals, and (3) our progress against those goals;

•

implementing and administering our ~~annual cash~~ incentive ~~plan~~ and equity-based compensation ~~plan;~~

plans;

•

determining the number and terms of equity awards to be granted to our directors, executive officers and other employees pursuant to these plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing the ~~Company's~~Company’s policies and procedures with respect to risk assessment and risk management for compensating all employees, including non-executive officers, and reporting its findings to the Board.

Pursuant to its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee consisting of one or more members.

The Board has established a special committee of the Board (the ~~"Non-Executive~~“Non-Executive Equity Award ~~Committee"~~Committee”), currently comprised of Messrs. Walker, our Chairman and Chief Executive Officer, and Smith, our President, and delegated to that committee limited authority to grant equity awards to non-executive officers and non-director employees pursuant to the ~~2015~~2020 Equity Incentive Plan. As of March ~~13, 2020,~~10, 2023, those grants may not exceed a total of ~~111,141 shares.~~142,981 shares cumulatively. The Non-Executive Equity Award ~~Committee's~~Committee’s authority does not in any way limit the Compensation ~~Committee's~~Committee’s authority to administer the ~~2015~~2020 Equity Incentive Plan.

Under its charter, the Compensation Committee has authority to retain compensation consultants, outside counsel and other advisors that the Compensation Committee deems appropriate, in its sole discretion, to assist it in discharging its duties. The Compensation Committee engaged Pay Governance LLC ("(“Pay ~~Governance"~~Governance”) in ~~2019~~2022 to act as its compensation consultant. Pay Governance reported directly to the Compensation Committee and the Compensation Committee had the sole authority to terminate the engagement.

Pay ~~Governance's~~Governance’s primary roles for ~~2019~~2022 were to:

•

re-assess the peer group identified by our Compensation Committee in ~~2018~~2021 against which our ~~2019~~2022 performance and non-employee director and executive pay should be examined;

•

advise on the performance metrics, rigor of performance goals and structure of our ~~2019~~2022 annual cash incentive plan and our ~~2019-2021~~2022-2024 long-term performance share plan;

•

evaluate our executive compensation programs and provide recommendations regarding executive compensation strategy and policies, including a review of philosophy, comparative review of total direct compensation at our peer group companies (for example, base salary, short- and long-term incentives and mix of pay, as applicable), and provide insight related to potential enhancements and/or modifications;

•

assess the alignment of named executive officer ~~("NEO"~~(“NEO”) compensation to our performance;

•

assess the competitiveness of outside director total compensation;

•

evaluate and analyze our compensation policies and practices for our NEOs and our loan origination staff to determine whether they create risks that are reasonably likely to have a material adverse effect on us;

•

review the Compensation Discussion and Analysis ~~section of~~and Pay-Versus-Performance disclosures in our annual proxy statement;

•

advise the Compensation Committee on executive and director compensation trends and best practices; and

•

attend selected Compensation Committee meetings.

Pay Governance did not provide any other services to the Company. The Compensation Committee concluded that Pay Governance had no conflicts of interest during fiscal year ~~2019.~~2022. In reaching this conclusion, the Compensation Committee considered all relevant factors, including the six independence factors relating to committee advisors that are specified in the NYSE rules. These factors are:

•

the provision of other services to the company by an ~~advisor's~~advisor’s employer;

•

the amount of fees received from the company by an ~~advisor's~~advisor’s employer as a percentage of the total revenue of the ~~advisor's~~advisor’s employer;

•

the policies and procedures of an ~~advisor's~~advisor’s employer that are designed to prevent conflicts of interest;

•

any business or personal relationship of an advisor with a member of the committee;

•

any stock of the company owned by an advisor; and

•

any business or personal relationship of an advisor or the ~~advisor's~~advisor’s employer with an executive officer of the Company.

For further discussion of the role of the Compensation Committee in the executive compensation decision-making process, and for a description of the nature and scope of Pay ~~Governance's~~Governance’s assignments, see the section titled ~~"COMPENSATION~~“COMPENSATION DISCUSSION AND ANALYSIS."

”

Our Compensation Committee considers the recommendations of Mr. Walker regarding any Company and individual performance targets, assessments of performance and compensation levels generally for our named executive officers. Mr. Walker presents a self-assessment of his own individual performance to the Compensation Committee and makes recommendations regarding his own compensation, but the Compensation Committee considers the compensation determination without Mr. Walker and other members of management being present. Senior members of the human resources, legal, finance and accounting departments may also provide input to the Compensation Committee concerning matters relevant to the compensation plans and amounts, including compensation plan structure, individual and company-specific performance achievements and the impacts of the compensation plans and related payments on the ~~Company's~~Company’s financial performance, but neither they, nor any other employee of the Company, are present for executive sessions of the Compensation Committee.

The Compensation Committee met ~~seven~~six times in ~~2019.~~

2022.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of ~~Alan J. Bowers,~~ Ellen D. Levy, John Rice, ~~and,~~ Dana L. Schmaltz and Donna C. Wells, four of our independent directors, with Mr. Rice serving as the Nominating and Corporate Governance ~~Committee's~~Committee’s Chairman. We have adopted a nominating and

corporate governance committee charter that details the principal functions of the Nominating and Corporate Governance Committee, including:

•

identifying and recommending to the Board qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;

•

developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;

•

overseeing the ~~Board's~~Board’s compliance with financial, legal and regulatory requirements and its ethics program as set forth in the ~~Company's~~Company’s Code of Business Conduct and Ethics and the Code of Ethics for Principal Executive Officer and Senior Financial Officers;

•

reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;

•

recommending to the Board nominees for each Board committee;

•

overseeing our efforts with regard to ESG matters; and

•

overseeing the annual evaluation process for the Board, management and the other committees of the Board, as required by applicable law, regulations and the NYSE corporate governance listing standards.

The Nominating and Corporate Governance Committee met five times in ~~2019.~~

2022.

AUDIT-RELATED MATTERS

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our consolidated financial statements for the year ended December 31, ~~2019~~2022 were audited by KPMG LLP, which served as our independent registered public accounting firm for the last fiscal year. The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, ~~2020.~~2023. We have been advised by KPMG LLP that representatives of KPMG LLP will be present at our ~~2020~~2023 annual meeting. These representatives will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. Nevertheless, our Board is submitting the appointment of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, the Audit Committee may reconsider the appointment or may retain KPMG LLP or another accounting firm without resubmitting the matter to stockholders. Even if the stockholders ratify the appointment, the Audit Committee may select another firm if it determines such selection to be in our and our ~~stockholders'~~stockholders’ best interest.

Vote Required

The ratification of the appointment of KPMG LLP requires the affirmative vote of the holders of a majority of the votes cast. Abstentions and broker non-votes, if any, will not count as votes cast with respect to the proposal and will have no effect on the result of the vote.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE ~~"FOR"~~“FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, ~~2020.~~

2023.

Disclosure of KPMG LLP Fees for the Years Ended December 31, ~~2019~~2022 and December 31, ~~2018~~

2021

The following table shows the fees for professional services rendered by KPMG LLP for the audit of the ~~Company's~~Company’s annual financial statements for the years ended December 31, ~~2019~~2022 and December 31, ~~2018,~~2021, and fees billed for other services rendered by KPMG LLP during those periods:

	2022			2021
Audit Fees(1)		$	1,820,000		$	1,453,086
Audit-Related Fees(2)			117,500			157,500
Tax Fees(3)			887,822			926,499
All Other Fees			—			—
Total		$	2,825,322		$	2,537,085

2019 2018
Audit Fees(1)
$ 1,212,000 $ 1,116,000
Audit-Related Fees(2)
154,100 141,600
Tax Fees(3)
375,181 332,307
All Other Fees
— —

Total
$ 1,741,281 $ 1,589,907

(1)

~~(1)~~: Audit Fees include fees for audits of our ~~2019~~2022 and ~~2018~~2021 consolidated financial ~~statements.~~
statements, with recent acquisitions driving the majority of cost increase year-over-year.

(2)

Audit-Related Fees include fees for our statutory and regulatory compliance audits and ~~our employee benefit plan audits.~~

an audit of a joint venture entity.

(3)

Tax Fees include fees for tax compliance and advisory services.

All services provided by KPMG LLP to us since we became a public company have been pre-approved by the Audit Committee, either pursuant to the Audit ~~Committee's~~Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that ~~firm's~~firm’s independence from us.

Pre-Approval Policies and Procedures

The Audit ~~Committee's~~Committee’s policy is to review and pre-approve, either pursuant to the Audit ~~Committee's~~Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of our independent registered public accounting firm to provide any audit or permissible non-audit service to the Company. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, which the Audit Committee will review and reassess annually, a list of specific services within certain categories of services, including audit and audit-related services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. Additionally, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairman to specifically pre-approve engagements for the performance of audit and permissible non-audit services, for which the estimated cost for each specified type of service shall not exceed $100,000. The Audit Committee Chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement, including:

•

the type of services covered by the engagement;

•

the dates the engagement is scheduled to commence and terminate;

•

the estimated fees payable by us pursuant to the engagement;

•

other material terms of the engagement; and

•

such other information as the Audit Committee may request.

Report of the Audit Committee

~~The Audit Committee is currently comprised of Messrs. Bowers (Chairman), Malone and Warren. The members of the Audit Committee are appointed by and serve at the discretion of the Board.~~

One of the Audit ~~Committee's~~Committee’s principal purposes is to assist the Board in overseeing the integrity of our consolidated financial statements. Our management team has the primary responsibility for our consolidated financial statements and the reporting process, including the system of internal control over financial reporting and disclosure controls and procedures. KPMG LLP, our independent registered public accounting firm, audits the annual financial statements prepared by management and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles ~~("GAAP"~~(“GAAP”). In carrying out its responsibilities, the Audit Committee reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, ~~2019~~2022 with our management and representatives of KPMG LLP. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with GAAP.

The Audit Committee is also responsible for assisting the Board in overseeing the qualification, independence and performance of our independent registered public accounting firm. The Audit Committee discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”) and the SEC. The Audit

Committee received ~~both~~ the written disclosures ~~and the letter~~ from KPMG LLP, as well as engaged in a dialogue, as required by the applicable requirements of the PCAOB regarding KPMG ~~LLP's~~LLP’s communications with the Audit Committee concerning independence, and discussed with KPMG LLP the independence of KPMG LLP from us. The Audit Committee also has considered whether the provision of any non-audit services, and any fees charged for such non-audit services, by KPMG LLP are compatible with maintaining the independence of KPMG LLP from us.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2022.

Respectfully submitted,
The Audit Committee of the Board of Directors
Donna C. Wells (Chairman)
Michael D. Malone
Michael J. Warren


		~~Respectfully submitted,~~ ~~The Audit Committee of the Board of Directors~~ ~~Alan J. Bowers (Chairman)~~ ~~Michael D. Malone~~ ~~Michael J. Warren~~

The Audit Committee report above does not constitute ~~"soliciting material"~~“soliciting material” and will not be deemed ~~"filed"~~“filed” or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

TABLE OF CONTENTS
~~CORPORATE~~

ENVIRONMENTAL, SOCIAL AND ~~SOCIAL RESPONSIBILITY~~

GOVERNANCE

We understand the importance of operating our business in a socially responsible and environmentally sustainable manner in order to maximize stockholder value, and we regularly consider ways to improve our internal culture and the communities in which we ~~operate.~~ operate while also supporting our clients in their sustainability efforts.

Our key ESG efforts ~~in these areas are:~~

•: include:

Human Capital and Workforce Excellence:

We believe the foundation of our success begins with hiring and developing a highly skilled and motivated employee base. All employees take part in our rigorous goal setting and performance review each year. In 2022, we continued various mentoring and sponsorship programs, learning initiatives, and employee support and outreach efforts to support the ongoing development and advancement of our employees. We believe that our employee/employer connections are extremely strong today, as evidenced by the results of our 2022 Great Place to Work® survey, which revealed that 94% of respondents feel that we are a great place to work and 95% believe our leadership is honest and ethical in its business practices.

We monitor and evaluate various talent metrics and report out to management monthly on hiring, diversity, turnover and promotions. Our voluntary annualized turnover rate was 11% and our average tenure was 3.8 years for the year ended December 31, 2022. We also conduct a pay equity analysis annually to compare base wage and total compensation across genders and ethnicity. As of December 31, 2022, our workforce consists of 36% women, 63% men and 1% not disclosed, and women represented 28% of management positions (defined as Assistant Vice President and above; position classifications reflect Company-specific organizational structure). Employees who identify as members of traditionally underrepresented racial/ethnic groups represented 22% of our workforce and 13% of management positions.

Led by our Diversity, Equity & Inclusion (“DE&I”) team, we offer employee resource groups (“ERG’s”), including, but not limited to, the following groups: Black/African American, Latino/a, LGBTQIA+, Asian American Pacific Islander, Military/Veterans, and Caregivers. We are purposeful in our drive to promote an inclusive workplace, where our employees are engaged and can develop within the Company. As described below in “— Key ESG Targets,” we have included ambitious goals related to DE&I in our Drive to ‘25 corporate strategy, as well as in every employee’s individual goals. Specifically, employees’ performance goals require employees to support an ERG through participation in an event or by contributing to an ERG-sponsored initiative and require every employee to attend certain DE&I trainings.

Our culture, policies and practices helped us to be named in 2022 as a Great Place to Work® Best Workplace in Financial Services ~~& Insurance and a Great Place to Work Best Workplace for Millennials~~ as published inFortune ~~and a Top Workplace by the~~~~Washington Post~~ ~~in 2019. More information about our culture, career development and benefit programs can be found on our website at https://www.walkerdunlop.com/careers/~~. We also understand the importance of a diverse and inclusive workforce and have implemented several D&I initiatives. Information regarding these initiatives can be found on our website at https://www.walkerdunlop.com/power-people/diversity/.

•

Community Outreach~~: We operate our business in 40 offices in 24 states.~~

It is our policy to give back to the communities in which we operate, and overall, to financially support the fight against homelessness in the United States. We have included a community giving target of 1% of pre-tax profits in our Drive to ‘25 corporate strategy, and in 2022, we contributed $1.4 million to charitable organizations we and our employees sponsor. We also provide all employees with paid time off for volunteering in their ~~communities.~~communities and we also require every employee to participate in at least one community-focused event each year. We offer a matching fund program for charitable donations to support and recognize contributions and involvement in causes that matter personally to our employees. We also hold an annual charitable fundraiser focused on addressing homelessness where we match our employee contributions dollar-for-dollar. ~~More information on~~Additionally, we finance several billions of dollars of affordable housing properties each year through our ~~charitable programs can be found on our website at https://www.walkerdunlop.com/power-people/giving-back/.~~

•

debt financing activities.

Environmental Stewardship:

We strive to minimize the negative environmental impact of our day-to-day operations on the planet. ~~We have formed a~~Our Green Task Force, comprised of employees and management from across our ~~organization. The Green Task Force has worked~~organization, leads many of our sustainability efforts. In addition, we work with an international consulting firm to measure, manage and neutralize our carbon footprint through the purchase of carbon ~~offsets. The Green Task Force also establishes~~offsets and renewable energy

credits on a yearly basis. We are proactive in implementing corporate policies and practices focused on energy conservation and waste reduction throughout our ~~40 offices.~~

~~Additionally,~~45 offices with a focus on making changes that will meaningfully reduce our emissions in pursuit of our emissions reduction goal as described below. Our Environmental Policy can be found on our website. In addition, during 2022, we issued our second annual report aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which can also be found on our website. Our Environmental Policy and TCFD report do not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to ~~support~~the contrary set forth in those filings.

Key ESG Targets

We have set the following targets related to our ~~commitment~~core ESG focus areas that we aim to ~~operating~~achieve by the end of 2025:

•

Increase the proportion of women and members of traditionally underrepresented racial/ethnic groups in management positions from 25% and 11% respectively as of December 31, 2020, to at least 35% and 25%, respectively;

•

As of December 31, 2022, women held 28% of management positions and members of traditionally underrepresented racial/ethnic groups held 13% of management positions.

•

Increase the proportion of women and members of traditionally underrepresented racial/ethnic groups among the top 20% of company earners from 9% and 6%, respectively, as of December 31, 2020 to both 15%;

•

As of December 31, 2022, women represented 10% of top company earners and members of traditionally underrepresented racial/ethnic groups represented 7% of top company earners.

•

Finance a cumulative $60 billion of affordable housing properties;

•

Over the past two years, Walker & Dunlop financed $20.4 billion of affordable housing properties.

•

With the acquisition of affordable housing-focused Alliant Capital and its affiliates in late 2021, Walker & Dunlop has the opportunity to increase its impact on the affordable housing market through new client relationships, affordable housing development and preservation and sales and financing opportunities.

•

Donate 1% of our ~~business~~annual income from operations to charitable organizations;

•

In 2022, we contributed $1.4 million to charitable organizations, which is 0.53% of our 2022 income from operations, compared to 0.36% in 2021.

•

Reduce our aggregate Scope 1, 2, and 3 (for categories then measured) emissions by 50% from the level in 2019 on a ~~socially responsible and environmentally sustainable manner, we~~per-employee basis.

•

We are ~~identifying and collecting data~~in the process of working with an outside consultant to measure our 2022 emissions. We expect that our flexible work policy will have an ongoing positive impact on our Scope 3 emissions from our ~~operations~~corporate operations.

The Nominating and Corporate Governance Committee oversees our ESG efforts and receives a report from management on our ESG activities at each quarterly meeting. Additionally, the Compensation Committee reviews and monitors (1) the development and implementation of goals established from time to ~~further develop sustainability~~time for our performance with respect to ESG initiatives, (2) the development of metrics to gauge progress toward achievement of those goals, and ~~corporate social responsibility metrics~~(3) our progress against those goals.

More information about our ESG efforts and ~~refine our objectives. We are reviewing recognized reporting frameworks such as the~~five-year goals, including Sustainability Accounting Standards Board (SASB)~~, and Task Force on Climate-related Financial Disclosures (TCFD) to aid~~ disclosures, can be found in our ~~communication on our various initiatives. More information about our efforts and goals will be~~most recent ESG Report published on our ~~corporate website~~website. The ESG Report does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange

~~Table~~whole or in part, notwithstanding anything to the contrary set forth in those filings. Additionally, we may provide, both in our SEC filings and extraregulatory reporting, information that is not necessarily material for SEC reporting purposes but that is informed by various ESG standards and frameworks including standards for the measurement of ~~Contents~~

Act of 1934 that might incorporate our SEC filings by reference, in ~~2020.~~

underlying data), internal controls, and assumptions that are still evolving and subject to change. We also rely on third-party information for certain of these disclosures, which may change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by us or third-parties. Moreover, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers as of March ~~13, 2020.~~10, 2023. Executive officers are elected by and serve at the discretion of our Board.

~~Name~~		~~Title~~
Name	Age		Title
William M. Walker	5255		Chairman of the Board of Directors and Chief Executive Officer
Gregory A. Florkowski	42		Executive Vice President and Chief Financial Officer
Stephen P. Theobald	60		Executive Vice President and Chief Operating Officer; Former Executive Vice President and Chief Financial Officer
Howard W. Smith, III	6164		President and Director
Richard M. Lucas	5457		Executive Vice President, General Counsel and Secretary
~~Stephen P. Theobald~~ Paula A. Pryor	5745	~~Executive Vice President & Chief Financial Officer~~
~~Richard C. Warner~~	64	Executive Vice President and Chief ~~Credit~~Human Resources Officer

Executive Officer Biographies

Set forth below are descriptions of the backgrounds of each of our executive officers, other than Messrs. Walker and Smith, whose backgrounds and positions are described above (See ~~"BOARD~~“BOARD OF DIRECTORS AND CORPORATE ~~GOVERNANCE—~~GOVERNANCE — Nominees for Election for a One-Year Term Expiring at the ~~2021~~2024 Annual Meeting of ~~Stockholders"~~Stockholders”).

~~Richard M. Lucas~~ ~~serves~~

Gregory A. Florkowski has served as our Executive Vice President ~~General Counsel~~ and ~~Secretary. Mr. Lucas was a member of our Board~~Chief Financial Officer since June 2022. He previously served as Walker & Dunlop, LLC’s Senior Vice President and Controller from ~~July~~December 2010 to ~~November 2010, when he joined the Company~~January 2019 and as Executive Vice President, Business Development from February 2020 to June 2022. Mr. Florkowski is responsible for our Financial Reporting, Budgeting and ~~General Counsel,~~Accounting, Corporate Treasury, Business Development and Investor Relations groups and, together with the other executive officers, the overall strategic direction of our Company. Mr. Florkowski also has served as a member of the board of managers of Walker & Dunlop, LLC since ~~January 2010.~~June 2022. Mr. Lucas is responsible for our Legal and Office Services groups, administrative oversight of the internal audit function and, together with the other executive officers, the overall strategic direction of our Company.Florkowski began his career at KPMG. In his role at KPMG, Mr. ~~Lucas joined Hilton Worldwide, Inc., a global hospitality company, in May 2008 as executive vice president, general counsel and corporate secretary and served~~Florkowski last worked as a ~~member of Hilton's executive committee until he joined us~~senior manager in ~~November 2010. Prior to joining Hilton, Mr. Lucas was a partner at~~ the ~~law firm of Arnold & Porter LLP in Washington, D.C.,~~assurance practice where he ~~was in private practice for 18 years. At Arnold & Porter, his practice focused on real estate transactions and litigation,~~ primarily served public companies in the ~~hospitality~~financial services industry and ~~senior living areas. From 2005 to 2008,~~non-public companies in financial services, private equity and specialty finance. Mr. ~~Lucas also served as an adjunct faculty member at The George Washington University Law School, where he taught~~Florkowski holds a course on real estate transactions. Mr. Lucas is the former president and a member of the board of directors for the Capital Chapter of the non-profit JDRF. Mr. Lucas also is a member of the steering committee of Georgetown University's McDonough School of Business Steers Center for Global Real Estate. Mr. Lucas received his Bachelor of Science in ~~Business Administration~~Accounting from ~~Georgetown University's McDonough School of Business and his Juris Doctor from Yale Law School.~~

Salisbury University.

Stephen P. Theobald ~~serves~~ has served as our Executive Vice President and Chief Operating Officer since June 2022. He served as our Executive Vice President and Chief Financial ~~Officer. He also served as our Treasurer~~Officer from April 2013 to ~~February 2018.~~June 2022. Mr. Theobald is responsible for our ~~Financial Reporting, Budgeting~~Servicing and ~~Accounting, Business Development, Corporate Treasury, Servicing,~~Asset Management, Marketing, Investment Management, Technology, Office Services, Investment Research, Small Balance Lending and ~~Investor Relations~~our Valuation and Appraisal groups and, together with the other executive officers, the overall strategic direction of our Company. Mr. Theobald also has served as a member of the board of managers of Walker & Dunlop, LLC since April 2013. From December 2010 to March 2013, Mr. Theobald served as the executive vice president and chief financial officer of Hampton Roads Bankshares, Inc., a publicly traded holding company for Bank of Hampton Roads, a Virginia state-chartered commercial bank. From April 2010 to November 2010, Mr. Theobald served as a financial consultant to Hampton Roads Bankshares, Inc. Mr. Theobald also held a number of senior financial positions at Capital One Financial Corporation from 1999 to 2010, most recently serving as chief financial officer, local banking, from 2005 to 2010. Mr. Theobald began his career at KPMG LLP in 1984, and he served as audit partner, financial services, from 1996 to 1999. From 1990 to 1992, he served as a professional accounting fellow in the Office of the Chief Accountant at the Comptroller of

the Currency. Mr. Theobald received a Bachelor of Science in Business Administration in Accounting from the University of Notre Dame.

Richard ~~C. Warner~~M. Lucas serves as our Executive Vice President, General Counsel and ~~Chief Credit Officer. As~~Secretary. Mr. Lucas was a member of our Board from July to November 2010, when he joined the Company as Executive Vice President and ~~Chief Credit Officer,~~General Counsel, and has served as a member of the board of managers of Walker & Dunlop, LLC since January 2010. Mr. ~~Warner~~Lucas is responsible for our ~~Underwriting group~~Legal department and administrative oversight of the internal audit function and, together with the other executive officers, the overall strategic direction of our Company. Mr. ~~Warner~~Lucas joined Hilton Worldwide, Inc., a global hospitality company, in May 2008 as

~~Table~~and Spanish, and a minor in History. She completed her Master’s degree in Latin American Political Economy with distinction at Georgetown University’s School of ~~Contents~~

executive vice president, general counsel and corporate secretary and served as a member of Hilton’s executive committee until he joined us in November 2010. Prior to joining Hilton, Mr. Lucas was a partner at the law firm of Arnold & Porter LLP in Washington, D.C., where he was in private practice for 18 years. At Arnold & Porter, his practice focused on real estate transactions and litigation, primarily in the hospitality and senior living areas. From 2005 to 2008, Mr. Lucas also served as an adjunct faculty member at The George Washington University Law School, where he taught a course on real estate transactions. Mr. Lucas is the former president and a member of the board of directors for the Capital Chapter of the non-profit JDRF (now the DC Community Board of the Mid-Atlantic Chapter). Mr. Lucas also is a member of the steering committee of Georgetown University’s McDonough School of Business Steers Center for Global Real Estate. Mr. Lucas received his Bachelor of Science in Business Administration from Georgetown University’s McDonough School of Business and his Juris Doctor from Yale Law School.

Paula A. Pryor serves as our Executive Vice President and Chief Human Resources Officer, where she oversees all things “people” at Walker & Dunlop. In her role, she is responsible for talent acquisition, total rewards, talent management, DE&I, learning and development, and the overall culture and strategic direction of our Company. Ms. Pryor also has served as a member of the board of managers of Walker & Dunlop, LLC since ~~December 2011.~~May 2020. Ms. Pryor joined us in 2009 and served as Vice President, Human Resources from 2009 to 2013 and as Senior Vice President, Human Resources from 2013 to 2018, when she was promoted to Executive Vice President. Prior to joining Walker & Dunlop, ~~Mr. Warner held~~Ms. Pryor served as a ~~number~~Manager of ~~leadership positions~~Human Resources at CapitalSource Inc. from 2007 to 2009 and as Manager of the People Team at Katzenbach Partners from 2002 to 2007. Ms. Pryor is a member of the board of directors of Leadership Women, a non-profit organization. Ms. Pryor graduated cum laude from the University of Richmond with ~~Main America Capital,~~ a company that originated commercial and multifamily loans nationwide, and its successors. From 1994 to 1998, Mr. Warner was the president of Main America Capital; from 1998 to 2000, he was vice president of originations for RFC Commercial; and from 2000 to 2002, he was vice president and branch manager for GMAC Commercial Mortgage. In 1978, Mr. Warner started his career with Canada's Confederation Life Insurance Company, where he held a number of successive positions, ending as mortgage and real estate vice president in 1994. Mr. Warner received his Bachelor of Arts in ~~Urban~~International Studies ~~from McGill University.~~

Foreign Service.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee establishes the underlying policies and principles of our compensation programs. This ~~section~~Compensation Discussion and Analysis describes ~~the~~our executive compensation programs for our ~~Chief Executive Officer and Chief Financial Officer in 2019 as well as for our other three most highly compensated executive officers during 2019, all of whom we refer to collectively as our~~ named executive officers ~~or NEOs.~~(the “NEOs”) and explains in detail the process followed to reach its 2022 compensation decisions. Our NEOs for ~~2019~~2022 were:

•: ~~Chairman and Chief Executive Officer (CEO), William M. Walker;~~
•

Named Executive Officers
William M. Walker			Chairman and Chief Executive Officer (CEO)
Gregory A. Florkowski			Executive Vice President and Chief Financial Officer (CFO)(1)
Howard W. Smith, III			President
Stephen P. Theobald			Executive Vice President and Chief Operating Officer (COO); Former Executive Vice President and Chief Financial Officer(2)
Richard M. Lucas			Executive Vice President, General Counsel and Secretary (General Counsel)
Paula A. Pryor			Executive Vice President and Chief Human Resources Officer (CHRO)

(1)

Mr. Florkowski was appointed to the position of Executive Vice President and Chief Financial Officer, ~~(CFO), Stephen P. Theobald;~~

•

~~President, Howard W. Smith, III;~~

•

~~Executive Vice President, General Counsel and Secretary, Richard M. Lucas; and~~

•

effective as of June 1, 2022.

(2)

Mr. Theobald was appointed to the position of Executive Vice President and Chief ~~Credit~~Operating Officer, ~~Richard C. Warner.~~

effective as of June 1, 2022.

Executive Summary

~~Overview~~

The Compensation Committee places significant value on linking our NEOs’ compensation to the long-term value creation for our stockholders and is strongly committed to pay for performance alignment. Our executive compensation program is designed to appropriately reward our NEOs to successfully manage our distinctive business model and execute on our ambitious long-term business plan, the Drive to ‘25. On an annual basis, we evaluate and make executive compensation decisions based on a comprehensive review of ~~2019 Performance~~our short-term and ~~Pay for Performance~~

~~One~~long-term performance, current market practices and governance trends, among other factors.

Our Business Model and Ambitious Long-Term Business Plan

We are one of the ~~key elements~~leading commercial real estate (“CRE”) services and finance companies in the United States, and one of the ~~Compensation Committee's executive compensation philosophy is that compensation should encourage~~largest capital providers to the CRE market, including the multifamily, industrial, office, retail and ~~reward~~hospitality markets. We have a long track record of delivering strong growth through establishing ambitious five-year business plans, and in 2021, we embarked on our current five-year plan called the Drive to ‘25.

The Drive to ‘25 includes the following ambitious five-year operational, financial and ESG targets to be achieved by year-end 2025:

	Operational			Financial			ESG
	• $65B+ in Annual Debt Financing Volume, including $5B+ in Annual Small Balance Loans • $160B+ Servicing Portfolio Balance • $25B+ in Annual Property Sales Volume • $10B+ in Assets Under Management			• At least $2B in Annual Total Revenues • At least $13.00 per share in Annual Diluted EPS			• Increase Diversity of Leadership • Reduce GHG Emissions Intensity • Donate 1% of Annual Income from Operations to Non-profits • Originate a Cumulative $60B of Affordable Housing Debt Financing Volume from 2021 – 2025

2022 Performance Highlights

2022 presented a very challenging environment for Walker & Dunlop as a result of geopolitical instability, rapidly rising interest rates and a generally uncertain economic outlook. While this environment negatively impacted our 2022 results following a very strong 2021 performance year, we made progress towards our Drive to ‘25 plan and achieved the financial results set forth below.

Drive to ‘25 Progress

Despite the headwinds faced throughout our industry in 2022, our executive management ~~performance. Accordingly,~~team continued to make progress towards our ~~compensation programs are designed~~long-term Drive to ~~motivate our employees,~~‘25 operational objectives including:

Drive to ‘25 Goal			2022 Achievements
$65 billion of debt financing volume (including $5 billion of small balance lending (“SBL”))			Originated debt financing volume of $43.6 billion
$160 billion+ Servicing Portfolio Balance			Loan servicing portfolio ended the year at $123.1 billion
$25 billion of property sales volume			Closed $19.7 billion of annual property sales volume
$10 billion of assets under management as part of a broader strategy to establish investment banking capabilities			$16.7 billion of assets under management (includes WDIP and Alliant funds and loans in our interim lending JV)

2022 Financial Results

Financial highlights for year ended 2022 include the following:

•

Total Revenues of $1.3 billion, flat to 2021

•

Total Transaction Volume of $63.3 billion, down 7% from 2021

•

Diluted Earnings per Share of $6.36, down 22% from 2021

•

Net Income of $213.8 million, down 20% from 2021

•

Adjusted EBITDA(1) of $325.1 million, up 5% from 2021

•

Return on Equity of 13%

•

Dividend Growth of 20% in 2022 ($0.60 per quarter v. $0.50 in 2021)

•

Continued Execution of Targeted Acquisition Strategy including the ~~NEOs, to drive the growth~~completion of our ~~business~~largest technology investment to date with the acquisition of GeoPhy, further enhancing our technology platform, and the acquisition of Avalon Real Estate Partners, expanding our investment sales platform to include land sales

ESG Efforts

We also continued to execute on our short-term and long-term ESG priorities, building on the significant progress made in ~~turn, increase shareholder value.~~2021. In ~~furtherance of this philosophy, in February 2019,~~2022, we were able to achieve the ~~Compensation Committee established~~following ESG accomplishments:

•

Expanded the ~~2019 annual cash incentive plan, 75% of which was determined formulaically based on achievement against pre-established financial performance metrics,~~level and 25% of which was determined qualitatively based on each NEO's individual achievements with respect to leadership and execution against strategic initiatives that were designed to support the Company's achievementquality of our ~~stated Vision 2020 goals. The financial performance metrics include diluted earnings per share (or EPS), total revenues~~disclosures with the publication of our 2021 ESG Report and ~~adjusted EBITDA(1). The target and maximum performance goals~~our second annual Taskforce on Climate-Related Financial Disclosures (TCFD) report

•

Earned inclusion in the Bloomberg Gender Equality Index (GEI) for ~~these metrics under~~ the ~~2019 cash incentive plan were selected at levels that would require achieving significant growth from our 2018 results for those metrics, as follows:~~

second consecutive year

Goals:
Target Required
Growth
from 2018
Result Maximum Required
Growth
from 2018
Result
Diluted EPS
$ 5.38 8.5 % $ 5.66 14.1 %
Total Revenues
$ 768,498,700 6.0 % $ 808,946,000 11.5 %
Adjusted EBITDA
$ 249,530,800 13.4 % $ 262,664,000 19.3 %
(1)

~~(1)~~: Adjusted EBITDA is not a financial measure calculated in accordance with GAAP. A reconciliation of adjusted EBITDA to GAAP net income is located on page 4536 of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2022, filed with the Securities and Exchange Commission on February ~~26, 2020.~~

23, 2023.

Proactively managing Scope 1, 2, and 3 emissions; targeting a decrease in Scope 3 emissions intensity, from a 2019 baseline, by 2025 for categories then measured

Our ESG Working Group that was formed in 2021 met on a regular basis throughout the year and worked to develop a more comprehensive and strategic ESG program in 2022

Maintained our valued culture and were named to the Fortune’s Best Workplaces in Financial Services & Insurance (Large Employers) list and as a Top Workplace by the Washington Post for the ninth consecutive year

Increased our charitable donations in 2022 by 10% from 2021, donating a total of ~~Contents~~

~~In 2019,~~$1.4 million to 137 different charities

Total Shareholder Return Performance

Consistent with our long-term business plan, we ~~achieved record total transaction volume~~aim to deliver long-term growth to our stockholders. We recognize that short-term results are often impacted by external market conditions, but long-term performance should ultimately align with stockholder value creation. While our one-year TSR performance was negative, over the longer term we have delivered exceptional returns, outperforming our peer group and the broader market. The following table illustrates our comparative 10-Year TSR growth based on the value of ~~$32.0 billion,~~$100 invested on 12/31/2012, including reinvested dividends, through 12/31/2022.

[MISSING IMAGE: lc_performance-bwlr.jpg]

Source: S&P Global Capital IQ Pro

History of Strong Say on Pay Support

At our 2022 annual meeting, more than 99% of votes cast were voted in favor of our say on pay vote, representing the fourth consecutive year of above 98% support, strongly affirming our stockholders’ support of our approach to executive compensation. Our say on pay vote is currently held on an annual basis, consistent with the preference expressed by a majority of our stockholders at our 2022 annual meeting. We carefully consider stockholder feedback on all matters, including our executive compensation. Given the strong support over the past several years and the fact that our executive compensation program is in line with our long-term strategy, no specific changes to our executive compensation program were made in 2022.

Compensation Governance

We are committed to strong compensation governance:

	WHAT WE DO			WHAT WE DON’T DO
	• Align pay and performance by linking NEO compensation to the achievement of rigorous pre-established performance metrics • Maintain a mix of short-term and long-term incentive measures that are aligned with our long-term strategic plan, the Drive to ‘25 • Base a majority of equity compensation on performance-based measures • Cap awards for NEOs under our short-term and long-term incentive plans • Include DE&I performance goals in our annual cash incentive compensation program • Maintain a clawback policy that allows the Board to recover cash and equity incentive compensation in the event of a financial restatement • Require significant share ownership for executives and directors, including 5x base salary for the CEO and President, 3x base salary for other NEOs and 5x annual cash retainer for directors • Engage an independent compensation consultant to advise the Compensation Committee of the Board on executive compensation matters that provide no other services to the Company • Use tally sheets to review historical and current total compensation (including amounts actually earned)			• No hedging or pledging of shares by NEOs or Board members • No guaranteed cash incentives, equity awards or salary increases for NEOs • No incentive compensation based on a single performance metric • No excessive perquisites or other benefits • No “single-trigger” change in control cash severance provisions • No excise tax or income tax gross-ups • No repricing of stock options or stock appreciation rights (if ever granted) permitted without stockholder approval

2022 NEO Compensation Review

Our Compensation Committee is firmly committed to a pay-for-performance philosophy and undertakes a thorough review of our performance in each year. For 2022, the Compensation Committee reviewed (i) our short-term and long-term performance, (ii) the current competitive market in which ~~drove~~we compete for talent, and (iii) external market conditions. Based on these factors, the ~~growth in EPS, total revenues~~Compensation Committee made the following key decisions:

•

No increases to 2022 target compensation levels for the NEO team other than for the newly promoted CFO

2022 target compensation opportunities were held flat for our NEOs, except for our newly promoted CFO, Mr. Florkowski, who received an increase to his base salary and ~~adjusted EBITDA as set forth below.~~

~~Accordingly, our 2019 performance exceeded the~~ target ~~financial performance for most performance goals under the 2019~~ annual cash incentive ~~plan.~~ opportunity for 2022 in consideration of his elevated role and responsibilities.

•

Our ~~overall~~NEO bonus pool decreased by more than 80% year-over-year

Our formulaic payout under the annual incentive plan for 2022 would have been approximately 51% of target. Taking into consideration our 2022 TSR underperformance and financial performance, coupled with the execution by each NEO of their leadership and strategic initiative goals, resulted in a 2019 total shareholder return of 52.4%, significantly outpacing our Peer Group average TSR of 28.6%.

~~In 2019,~~results, the Compensation Committee ~~also approved a new performance-based long-term equity incentive award for~~applied negative discretion to the ~~NEOs~~calculated payout and ~~senior management~~awarded payouts equal to ~~drive outstanding performance over the next three years. These awards, denoted as performance share units, vest in the form~~25% of shares of common stock. Under the 2019 performance-based long-term equity incentive awards, the NEOs are eligible to receive equity awards if certain pre-established performance goals tied to aggregate total revenues, average diluted EPS and return on equity are met over the course of the 2019-2021 performance period.

The Compensation Committee established the award of performance share units as an "outperformance" award, setting very challenging performance targets designed to incentivize our senior management team, including the NEOs, to seek to achieve outstanding Company performance that results in significant long-term value creationtarget for our ~~stockholders. The Compensation Committee believes that the combination of~~NEOs (representing an 83% year-over-year decline in the annual cash incentive ~~plan~~pool for our NEOs)

The following graphs depict the negative discretion applied to 2022 formulaic payout for our CEO and comparison of the ~~long-term performance share awards provides an appropriate balance for achieving both short- and long-term financial performance success. The~~CEO’s 2022 payout vs. 2021 payout:

Setting Executive Compensation ~~Committee evaluated whether to increase NEO base salaries from 2018 amounts and determined not to award increases in 2019. NEO salaries were last increased in 2017.~~

~~Additionally, we have included in this proxy statement a say on pay proposal.~~

Compensation Philosophy

Our ~~stockholders have the opportunity~~executive compensation program is designed to provide ~~us with their direct input on~~a competitive and market-aligned total compensation package that attracts and rewards our executives for significant performance achievements. We believe that our compensation ~~philosophy, policies and practices as disclosed in the proxy statement every year, which we believe enhances and reinforces accountability for our compensation practices.~~

~~Highlights of Our Compensation Program Practices~~

~~What We Do~~

program should:

•

~~We Pay for Performance—We tie our NEOs' annual cash incentive and long-term equity incentive awards to financial performance metrics, consisting of diluted EPS, total revenues,~~

return on equity and adjusted EBITDA. In 2019, the base salaries for the CEO, President and the other three NEOs represented only 18%, 21% and 25% of their respective total target direct compensation opportunity (i.e., base salary, annual cash incentive, long-term equity incentive and annual equity award), with the remainder of compensation being variable or "at risk."

•: ~~We Have Executive and Director Stock Ownership Guidelines—~~Our executive officers are expected to own shares of our common stock with a value equal to at least three to five times base salary depending on position. Our non-employee directors are expected to own shares in our common stock with a value equal to at least five times the value of the annual cash retainer paid to the directors. See description under "—Compensation Policies—Stock Ownership Guidelines for NEOs."
•: ~~We Use an Independent Compensation Consulting Firm—The Compensation Committee utilizes an independent compensation consulting firm that provides no other services to the Company.~~
•: ~~We Have a "Clawback" Policy—~~If we are required to prepare an accounting restatement, then awards under our 2015 Equity Incentive Plan are subject to mandatory forfeiture if the amount earned or vesting of the award is explicitly based on the achievement of pre-established performance goals that are later determined, as a result of the accounting restatement, not to have been achieved. We also have the right to recover any awards to participants under the 2015 Equity Incentive Plan in case of a financial restatement as a result of their knowing or gross negligence or failure to prevent misconduct or to the extent provided by clawback policies that we may adopt in the future.
•: ~~We Evaluate Tally Sheets of NEO Compensation—~~In reviewing compensation arrangements for 2019, the Compensation Committee reviewed and considered total compensation for each NEO, including reviews of reports that provide the value of: (1) historic and current elements of each NEO's target compensation and actual compensation received; and (2) equity awards granted to the NEO under our 2015 Equity Incentive Plan.

~~What We Don't Do~~

•: ~~No Hedging—~~All of our directors and employees, including our NEOs, are prohibited from hedging their economic interest in our stock through short-sales, trading in puts and calls or the use of other derivative instruments.
•: ~~No Pledging—All of our directors and employees, including our NEOs, are prohibited from pledging our stock, including through margin accounts or to secure other loans.~~
•: ~~No Single-Trigger "Change in Control" Cash Severance Payments—We have employment agreements with NEOs that provide only a limited severance package, and no cash severance payments that are triggered solely upon a "change in control."~~
•: ~~No Perquisites—We currently do not provide, and do not intend to provide, any perquisites exceeding $10,000 in the aggregate to our executives.~~
•: ~~No Income Tax Gross-Ups—We currently do not provide excise tax or income tax gross-ups for personal benefits.~~

~~Compensation Philosophy~~

~~The compensation elements, amounts and target levels for our NEOs as of December 31, 2019 were determined by the Compensation Committee based on our belief that compensation should:~~

•: align with ~~shareholders'~~stockholders’ interests and drive long-term value creation;

•

support our business strategies and objectives;

•

pay for performance;

•

be market competitive; and

•

encourage short- and long-term retention.

We use a combination of measures and time horizons to foster and reward performance. The following chart summarizes the relevant 2019 performance measures and time frames used to assess our variable pay elements:

In developing both the 2019 annual cash incentive plan and the 2019-2021 long-term performance share plan, the Compensation Committee established diluted EPS and total revenues as performance metrics in both plans. The Compensation Committee established overlapping diluted EPS performance metrics between the plans because it believes that annual diluted EPS metrics are important for establishing short-term goals that align with investor expectations while using average diluted EPS metrics over a three-year period aligns management towards making long-term decisions that help sustain growth beyond any single annual period. Total revenues also are an overlapping metric between the short- and long-term plans to further align management with making both short- and long-term investment decisions that benefit our stockholders through sustained growth in total revenues and the scale of our business.

Role of Board and Management in Compensation Decisions

•

CEO and other NEO pay is set by the Compensation Committee;

•

the CEO, the ~~Executive Vice President of Human Resources~~CHRO and senior members of the legal and accounting departments provide support to the Compensation Committee. The ~~Executive Vice President of Human Resources~~CHRO and the Secretary or Assistant Secretary attend all Compensation Committee meetings, but neither they nor any other employee of the Company are present for executive sessions of the Compensation Committee;

•

the CEO provides performance assessments and compensation recommendations for each of the NEOs, including a self-assessment of his own performance, but is not present during deliberations concerning his compensation, which is done without members of management present;

•

the Compensation Committee meets in executive session, when appropriate, without members of management present;

•

the Compensation Committee regularly updates, and receives feedback from, the full Board regarding matters relating to compensation and our equity plans; and

•

the Compensation Committee chairman meets with the CEO, other members of senior management and the ~~Committee's~~Committee’s compensation consultant, outside of Compensation Committee meetings to discuss executive compensation matters, including compensation plan design and other ways to drive desired financial and operational results.

Role of Compensation Consultant

The Compensation Committee retained Pay Governance in ~~2019~~2022 to provide the Compensation Committee with independent compensation data, analysis and advice. Pay Governance reported directly to the Compensation Committee, and the Compensation Committee had the sole authority to approve the terms of, and terminate, their engagement. For additional information regarding the Compensation ~~Committee's~~Committee’s use of Pay Governance, refer to ~~"BOARD~~“BOARD OF DIRECTORS AND CORPORATE ~~GOVERNANCE—~~GOVERNANCE — Board ~~Committees—~~Committees — Compensation ~~Committee"~~Committee” above.

~~Setting Executive Compensation~~

The Compensation Committee evaluates compensation levels for each NEO. In reviewing compensation for 2019, the Compensation Committee reviewed and considered total compensation for each NEO, including reviews of reports that provide the value of: (1) historic and current elements of each NEO's target compensation and actual compensation received; and (2) equity awards granted to the NEO under our 2015 Equity Incentive Plan.

Use of Peer Group

The Compensation Committee strives to ~~set target opportunity~~maintain a compensation ~~levels to be~~program that is both appropriate and competitive with the market in which we compete for both executive talent. We use compensation information from a "Peer Group" of publicly traded companies in specific industries in which we compete for executive talent. Pay Governance summarized the data from the Peer Group to create the market data reviewed by the Compensation Committee.

~~At the time 2019 compensation was determined, we did not have~~talent and business opportunities. Given that our business model has no direct publicly traded ~~peers. Therefore, the Peer Group was selected by~~peers, the Compensation Committee carefully selected companies in consultation with ~~advice from~~ Pay Governance ~~taking~~that on a blended basis would best reflect our unique operations. In constructing an appropriate Peer Group, we took into consideration ~~among other things, industry relevance, business operations, comparability of size~~the following criteria:

•

Companies with significant CRE financing operations;

•

Companies that engage in ~~terms of total revenue,~~financing/origination services and/or investment banking/CRE investment management; and

•

Companies with relevant revenues and market capitalization ~~and number of employees, business competitors and input from management.~~ relative to ours.

The ~~Peer Group was not chosen on the basis of executive compensation levels. The 2019~~2022 Peer Group is comprised of the 1216 companies below and remains unchanged from the ~~2018~~2021 Peer Group.

On a standalone basis, each Peer Group company does not fully reflect our scope of operations, but on an aggregate basis, the Peer Group reflects the most comparable public companies.

Company Name	Total 2022 Revenues (in millions)			Market Capitalization at 12/31/2022 (in millions)			Number of Employees as of 12/31/2022		1-Year TSR			3-Year TSR
American Assets Trust, Inc.		$	422.6		$	1,604.0		216			-26.36%		-35.81%
Annaly Capital Management, Inc.		$	2,000.1		$	9,862.6		161			-21.19%		-17.25%
Arbor Realty Trust, Inc.		$	654.1		$	2,262.4		630			-20.69%		21.68%
BrightSpire Capital, Inc.		$	364.6		$	803.5		54			-32.31%		-41.65%
Cowen Inc.		$	1,537.7		$	1,042.4		1,534			8.57%		154.33%
Encore Capital Group, Inc.		$	1,398.3		$	1,121.1		6,900			-22.81%		35.58%
Kennedy-Wilson Holdings, Inc.		$	540.0		$	2,167.4		230			-30.54%		-17.79%
Ladder Capital Corp		$	344.6		$	1,270.7		63		��	-8.77%		-28.87%
Marcus & Millichap, Inc.		$	1,301.7		$	1,355.7		887			-30.75%		-4.34%
MGIC Investment Corporation		$	1,172.8		$	3,861.3		683			-7.52%		-1.61%
Mr. Cooper Group Inc.		$	2,464.0		$	2,831.8		6,600			-3.56%		220.78%
Ocwen Financial Corporation		$	953.9		$	232.1		4,900			-23.49%		48.81%
PennyMac Financial Services, Inc.		$	1,628.5		$	2,890.3		4,135			-17.61%		73.29%
Piper Sandler Companies		$	1,435.1		$	1,778.3		1,790			-23.35%		84.43%
Radian Group Inc.		$	1,190.7		$	2,994.5		1,400			-6.31%		-17.04%
Redwood Trust, Inc.		$	(7.0)		$	766.2		347			-42.16%		-46.83%
Median		$	1,181.8		$	1,691.2		785			-22.00%		-2.97%


~~American Assets Trust, Inc.~~		~~Kennedy Wilson Holdings, Inc.~~
~~Arbor Realty Trust, Inc.~~		~~Ladder Capital Corp.~~
~~Dime Community Bancshares Inc.~~		~~Marcus & Millichap, Inc.~~
~~Encore Capital Group, Inc.~~		~~PennyMac Financial Services, Inc.~~
~~HFF, Inc.~~		~~Redwood Trust, Inc.~~
~~Investors Bancorp Inc.~~		~~WSFS Financial Corporation~~

Company Name	Total 2022 Revenues (in millions)			Market Capitalization at 12/31/2022 (in millions)			Number of Employees as of 12/31/2022		1-Year TSR		3-Year TSR
Average		$	1,087.6		$	2,302.8		1,908		-19.30%		26.73%
Walker & Dunlop, Inc.		$	1,258.8		$	2,542.5		1,451		-46.79%		29.68%
WD Rank:	8 out of 17			6 out of 17			7 out of 17		17 out of 17		7 out of 17

The following table compares Walker & Dunlop's size and performance to that of our peer group. HFF is excluded from the performance metrics, as it was acquired by a large commercial real estate services firm

Source: S&P Global Capital IQ Pro; financial data in ~~July 2019.~~

~~Consistent with prior practice, comparative~~$ millions.

Comparative market data is not used by the Compensation Committee to ~~"benchmark"~~“benchmark” the amount of total compensation or any specific element of compensation for the NEOs. Instead, the Compensation Committee aims to provide total pay opportunities to our executives based on consideration of a number of factors, including pay levels for executives in similar positions within our Peer Group, the nature and scope of each ~~executive's~~executive’s duties, individual performance, and internal pay positioning, taking into account each ~~executive's~~executive’s pay components and levels relative to other executives.

~~2019~~2022 Key Elements of Compensation

Our compensation program for our NEOs consists of the following elements, each of which satisfies one or more of our alignment, performance and retention objectives:

~~Compensation Element~~
Component	Objectives	Key Features
Base Salary	• Provides ~~a stable annual income~~fixed cash compensation at ~~a level consistent with individual contributions.~~ market competitive levels to attract and retain talent	• Adjustments are considered annually based on individual performance, ~~level of pay relative to the~~ market competitiveness, internal pay equity and retention ~~issues.~~ issues
Annual Cash Incentive Award	• Rewards Company and individual ~~performance.~~ performance • Aligns ~~NEOs'~~NEOs’ interests with those of our stockholders by promoting the achievement of targeted annual financial ~~results.~~ results • Retains NEOs by providing competitive compensation ~~opportunity.~~ opportunity	• 75% of the 2019 annual cash incentive award is tied to achieving pre-established financial goals and 25% is determined qualitatively based on the NEO's individual achievements with respect to leadership and execution against strategic initiatives, which are designed to support our achievement of our stated Vision 2020 goals. • Payouts are based upon a combination of Company financial performance and strategic and individual performance consisting of: (25%) Adjusted EBITDA (25%) Total Revenues (25%) Diluted EPS (15%) Leadership & Strategy (10%) DE&I Variable, at-risk compensation that can be earned between 0% and ~~the target financial performance goals are directly tied to achieving growth from~~412.5% of salary for our ~~2018 results.~~ CEO, between 0% and 300% of salary for our President and COO and between 0% and 250% of salary for our other NEOs
Long-Term ~~Annual~~ Equity Awards ~~(Restricted Stock)~~	• ~~Aligns NEOs'~~ Directly aligns NEOs’ interests with long-term stockholder interests ~~by linking a portion of each NEO's realizable compensation to long-term stock performance.~~ • Provides meaningful ownership and opportunities for wealth creation, ~~and ownership,~~ which enables us to retain and motivate our ~~NEOs.~~ NEOs	• Balanced approach that includes annual awards of: (i) restricted stock (“Annual Equity Award”), and (ii) performance share units (“Performance Share Units”)

Component	Objectives	Key Features
	Annual Equity Award
	• Retains NEOs through multi-year vesting of equity grants and by providing market-competitive ~~compensation.~~ compensation • ~~Promotes an executive decision-making process that maintains~~ Aligns NEOs’ interests with long-term stockholder interests by linking a ~~balanced focus~~portion of each NEO’s realizable compensation to long-term stock performance	• Represents ~33% of Target Long-Term Equity Award for CEO, President and COO and 50% of Target Long-Term Equity Award for CFO, GC and CHRO (based on ~~both immediate measures of success and on the effective growth and development of the business at least three years into the future.~~	grant date fair value) • ~~Targets 100% of base salary as an annual equity award.~~ • Restricted stock awards generally vest in ratable increments over a three-year ~~period.~~

~~Table~~Mix of ~~Contents~~

period

• Our NEOs are subject to the same stock price fluctuations as our stockholders
~~Compensation Element~~	~~Objectives~~		~~Key Features~~		Performance Share Units
		• Aligns a significant portion of our NEOs’ compensation to achieving long-term financial objectives • Emphasizes the achievement of long-term financial growth and TSR performance		• Represents ~67% of Target Long-Term Equity ~~Awards (Performance Share Units)~~	Award for CEO, President and COO and 50% of Target Long-Term Equity Award for CFO, GC and CHRO (based on grant date fair value) • ~~In addition~~ Variable, at-risk compensation that can be earned between 0% to ~~restricted stock, performance share unit awards further our~~250% of target pay for ~~performance objectives by directly linking long-term compensation earned by the NEOs to outperformance of certain key financial metrics~~our CEO, President and ~~long-term creation of shareholder value.~~	• Under our 2017-2019, 2018-2020 and 2019-2021 performance share plans, the performance share units vest, to the extent they are earned, in the form of shares of common stock if the performance goals (tied to aggregate total revenues, average diluted EPS and return on equity) underlying the award are met over the courseCOO (inclusive of the ~~three-year performance period.~~ TSR outperformance modifier) and between 0% to 225% of target pay for our other NEOs
				• Earned based on long-term financial performance, including: (50%) Averaged Diluted EPS (25%) Aggregate Total Revenues (25%) Return on Equity • For the CEO, ~~targets 200% of grant date base salary as a performance-based equity award (100% of base salary as threshold award and 450% of base salary as maximum award).~~ • ~~For~~ the President ~~targets 150%~~and the COO only, if the metrics described above are attained at the maximum level of ~~grant date base salary as a performance-based equity award (75% of base salary as threshold award~~ performance and ~~337.5% of base salary as maximum award).~~ • ~~For the other NEOs, targets 100% of grant date base salary as a performance-based equity award (75% of base salary as threshold award and 225% of base salary as maximum award).~~
~~Retirement Savings Opportunities and Deferral Programs~~	• ~~Allows all eligible employees to save for retirement in a tax efficient manner.~~ • ~~Allows for eligible employees to defer portions of their compensation~~ relative TSR performance versus S&P MidCap 400 Financials Index is in the ~~form of Company stock units, further aligning interests of NEOs and senior management with stockholders.~~		• ~~Under~~top quartile (i.e., above the ~~401(k) plan, employees are eligible to defer a portion of their pay, and we make a matching contribution.~~ • ~~Our 401(k) plan does not discriminate in scope, terms or operation in favor of officers and is available to all eligible employees.~~ • ~~The Management Deferred Stock Unit Purchase Plan (the "MSPP") allows eligible employees to elect to purchase stock units settled in our common stock on a deferred basis with~~75th percentile), maximum payouts can be increased by up to 100% of their annual cash incentive award and eligible sales commissions. MSPP participants generally receive an automatic grant of deferred stock units or restricted stock units as a matching award equal to 50% of the deferred stock units acquired in the MSPP (subject to25% (for example, a maximum ~~matching amount). The matching award vests fully on March 15~~payout of 200% would increase to 250% payout if relative TSR is at the ~~third calendar year following the grant date.~~ 100th percentile)

~~Compensation Element~~

~~Objectives~~

~~Key Features~~

~~Health and Welfare Benefits~~

•

~~Offers all eligible employees a competitive benefits package, which includes health and welfare benefits, such as medical, dental, disability and life insurance and wellness benefits.~~

•

~~The plans under which these benefits are offered do not discriminate in scope, terms or operation in favor of officers and are available to all eligible employees.~~

~~Perquisites and Other Benefits~~

•

We currently do not provide, and do not intend to provide, perquisites exceeding $10,000 in the aggregate to our NEOs because we believe that we can provide better incentives for desired performance with compensation in the forms described above.

•

~~N/A~~

~~Mix of~~Target Total Direct Compensation

Our executive compensation reflects a well-aligned pay-for-performance program that emphasizes variable performance-based pay. The charts below show the relative amounts ~~that we targeted~~ for each element of total

Performance Share Units reported for the ~~2017-2019~~2020-2022 performance share plan is based on the actual level of performance. The number of ~~performance share units~~Performance Share Units reported for the ~~2018-2020~~2021-2023 performance share plan is based on the target level of performance for the revenue goal, the threshold level of performance for the return on equity goal, and no achievement of the EPS goal, which is reflective of performance during ~~2019,~~2022, prorated for the portion of the performance period completed as of December 31, ~~2019.~~2022. The number of ~~performance share units~~Performance Share Units reported for the ~~2019-2021~~2022-2024 performance share plan is based on the threshold level of performance for the revenue goal and no achievement of the return on equity and EPS goals, which is reflective of performance during ~~2019,~~2022, prorated for the portion of the performance period completed as of December 31, ~~2019.~~2022. For termination due to death and disability, the number of ~~performance share units~~Performance Share Units for each of the ~~2017-2019, 2018-2020~~2020-2022, 2021-2023 and ~~2019-2021~~2022-2024 performance plans is the number that would be achieved under the target level of performance.

(8)

~~(8)~~: Does not include the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP upon a termination of employment without cause or for good reason occurring within 24 months of a change in control. For additional information, see the table below.

(9)

Includes the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP, calculated using the closing price of ~~$64.68~~$78.48 per share on December ~~31, 2019.~~30, 2022.

In addition to the applicable amounts disclosed in the table above, the table below sets forth the estimated value as of December 31, ~~2019~~2022 of accelerated vesting that will be generally owed to our NEOs under the terms of the matching component of the MSPP described above if the ~~NEO's~~NEO’s employment is terminated without cause or the NEO resigns for good reason within 24 months of a change in control of the Company or if awards under the matching component of the MSPP are not assumed in the change in control transaction.


Executive Officer		Benefit			Without Cause/For Good Reason Within 24 Months of a Change in Control ($)(1)
William M. Walker	Equity Acceleration		~~212,239~~	888,056
~~Stephen P. Theobald~~ Gregory A. Florkowski	Equity Acceleration		~~677,149~~	333,481
Stephen P. Theobald	Equity Acceleration			495,214
Howard W. Smith, III	Equity Acceleration		~~815,568~~	461,728
Richard M. Lucas	Equity Acceleration		~~457,984~~	446,588
~~Richard C. Warner~~ Paula A. Pryor	Equity Acceleration		—	416,599

(1)

Represents the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP upon a termination of employment without cause or for good reason occurring within 24 months of a change in control. The acceleration value is calculated using the closing price of ~~$64.68~~$78.48 per share on December ~~31, 2019.~~30, 2022.

Amounts that could be payable under the NQDCP upon a triggering event described in this section are disclosed above in the “2022 Nonqualified Deferred Compensation” table and related narrative.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Walker, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K.

We identified the median employee by examining taxable earnings ~~excluding our CEO, for those who were~~of all employees employed by us on December 31, ~~2019. We~~2022, excluding (i) our CEO and (ii) all 42 employees located in countries outside of the United States, representing approximately 2% of the Company’s total employees. Except for the CEO and non-U.S.

employees, we included all employees, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any annual base salaries.

After identifying the median employee based on taxable earnings, we calculated annual total compensation for ~~2019~~2022 for such employee using the same methodology we used for our NEOs as set forth in the ~~2019~~2022 Summary Compensation Table earlier in this section.

For ~~2019,~~2022, the annual total compensation of the median employee was ~~$126,668.~~$165,206. For ~~2019,~~2022, the annual total compensation of our CEO was ~~$4,855,806.~~$4,775,116. The resulting pay ratio of the annual total compensation of our CEO to the annual total compensation of the median employee for 2022 was 29:1.

Pay-Versus-Performance(1)

Pay-Versus-Performance Table

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

•

TSR (on an absolute and relative basis);

•

net income; and

•

diluted EPS, the Company’s selected measure.

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

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

(1)

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

Year	PEO	Non-PEO NEOs
2022	William M. Walker	Gregory A. Florkowski, Howard W. Smith, Stephen P. Theobald, Richard M. Lucas and Paula A. Pryor
2021	William M. Walker	Stephen P. Theobald, Howard W. Smith, Richard M. Lucas and Paula A. Pryor
2020	William M. Walker	Stephen P. Theobald, Howard W. Smith, Richard M. Lucas and Paula A. Pryor

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

For the fiscal year ending December 31, 2019, ~~was 38:1.~~

represents actual performance for the 2017 performance awards and assumes threshold performance for the 2018 and 2019 performance awards.

For the fiscal year ending December 31, 2020, represents actual achievement for the 2018 performance awards, assumes the achievement of ~~Contents~~

~~Director Compensation~~

the maximum performance level for ROE and EPS and target performance level for revenue for the 2019 performance award, and assumes the achievement of the maximum performance level for EPS and revenue and target performance level for ROE for the 2020 performance award.

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

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

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

Adjustments to Determine Compensation “Actually Paid” for PEO	2022		2021		2020
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table		(3,083,116)		(3,083,219)		(2,049,817)
Increase in Fair Value of Awards Granted during year that Remain Unvested as of Year-end, determined as of Year-end		1,151,179		5,707,105		7,735,232
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		(9,619,197)		9,514,719		6,216,364
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		(936,612)		277,463		1,335,179
Total Adjustments		(12,487,746)		12,416,068		13,236,958

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average)	2022		2021		2020
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table		(1,218,038)		(1,267,672)		(1,004,961)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		497,565		2,207,939		2,807,360
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		(3,009,686)		3,286,552		1,882,822
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		(987,516)		150,986		425,879
Total Adjustments		(4,717,675)		4,377,805		4,111,100

(2)

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

Tabular List of Important Financial Measures

The following reflects the financial measures that that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2022:

		Most Important Financial Measures for 2022
		Diluted Earnings Per Share
		Return on Equity (ROE)
		Total Revenues
		Adjusted EBITDA

Relationship between Compensation Actually Paid and Financial Measures

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

•

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

•

In 2022, our Company’s stock price declined, although it continues to outperform the S&P 600 small cap financials index. Accordingly, the compensation actually paid to our NEOs in 2022 was negative due to the lost value of the outstanding equity awards, as summarized below:

•

The majority of our NEOs’ compensation is granted in the form of equity awards with a long-term vesting component that resulted in a significant amount of unvested and unearned equity awards due to the decrease in our stock price.

•

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

•

The decrease in fair value of the outstanding and unvested equity awards exceeded the value of cash compensation paid to our NEOs in 2022 and the fair value, as of December 31, 2022, of the equity awards granted in 2022.

•

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

[MISSING IMAGE: lc_tsrperormance-bwlr.jpg]

Director Compensation

The following table sets forth 2022 compensation for each non-employee director who was a member of our Board in ~~2019.~~2022. Messrs. Walker and Smith also serve as members of our Board but do not receive any additional compensation for providing these services. Refer to our ~~"2019~~“2022 Summary Compensation ~~Table"~~Table” for information regarding ~~2019~~2022 compensation for Messrs. Walker and Smith.

~~2019~~

2022 Director Compensation

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Michael D. Malone		165,000		149,963		314,963
Donna C. Wells		135,000		149,963		284,963
John Rice		125,000		149,963		274,963
Dana L. Schmaltz		120,000 (2)		149,963		269,963
Ellen D. Levy		120,000		149,963		269,963
Michael J. Warren		110,000 (2)		149,963		259,963
Alan J. Bowers(3)		—		—		—

Name
Fees Earned or
Paid in Cash ($) Stock Awards
($)(1) Total ($)
Alan J. Bowers
150,000 (2) 99,956 249,956
Michael D. Malone
135,000 99,956 234,956
John Rice
125,000 99,956 224,956
Dana L. Schmaltz
115,000 99,956 214,956
Michael J. Warren
110,000 99,956 209,956
Ellen D. Levy
126,000 120,909 246,909 (3)
Cynthia A. Hallenbeck(4)
— — —

(1)

Amounts shown in this column represent the grant date fair value in accordance with FASB ASC Topic 718 of restricted common stock and restricted stock units multiplied by the number of shares or restricted stock units, respectively, granted to each Board ~~member.~~member As of December 31, ~~2019,~~2022, each director held ~~1,860~~1,381 shares of unvested restricted stock or unvested restricted stock units.

(2)

Amount includes the value of restricted stock units received in lieu of ~~directors'~~directors’ fees for service in ~~2019~~2022 and fees received in cash.

(3)

Ms. Levy was appointed to our Board in March 2019. The total amount includes the value of restricted stock and cash fees awarded to Ms. Levy in connection with her appointment to our Board in March 2019 and compensation paid to her following her re-election to our Board at our May 16, 2019 annual meeting.

~~(4)~~

~~Ms. Hallenbeck~~

Mr. Bowers ceased ~~to serve~~serving as a member of our Board on May ~~16, 2019,~~5, 2022, and ~~she~~he did not receive any compensation in ~~2019.~~2022.

~~2019~~

2022 compensation for our non-employee directors consisted of the following:

•

an annual base cash retainer of $100,000; and

•

an annual award of ~~$100,000~~$150,000 of shares of restricted stock (rounded down to the nearest whole share) under our ~~2015~~2020 Equity Incentive Plan granted on the date of the ~~2019~~2022 annual meeting of stockholders, which vests on the one-year anniversary of the date of grant, subject to the ~~director's~~director’s continued service on our Board.

In addition, our compensation program for non-employee directors provided for the following additional annual cash retainers:

•

Audit Committee: ~~Chairman—$25,000; Member—$10,000;~~

Chairman — $25,000; Member — $10,000;

•

Compensation Committee: ~~Chairman—$25,000; Member—$10,000;~~

Chairman — $25,000; Member — $10,000;

•

Nominating and Corporate Governance Committee: ~~Chairman—$15,000; Member—$5,000;~~Chairman — $15,000; Member — $10,000; and

•

the Lead Director receives an additional annual cash retainer of ~~$20,000.~~

$30,000.

Under the Deferred Compensation Plan for Non-Employee Directors ("(“Director Deferred Compensation ~~Plan"~~Plan”), non-employee directors may voluntarily elect to purchase shares of the

~~Company's~~ Company’s common stock with up to 100% of their annual director compensation. On the date that the compensation would otherwise be paid, the portion of the compensation that is deferred will be used to purchase deferred stock units at the fair market value of the ~~Company's~~Company’s common stock on such date. These deferred stock units granted under the Director Deferred Compensation Plan are fully vested and non-forfeitable on the date of purchase with respect to deferred stock units received in respect of cash compensation, and the deferred stock units granted in respect of restricted stock are subject to the same vesting or other forfeiture restrictions that would have otherwise applied to such restricted stock. With respect to each deferred stock unit granted under the Director Deferred Compensation Plan, the Company will issue to the participant one share of the ~~Company's~~Company’s common stock on the date elected by the participant, which will be the first to occur of (i) within 90 days following the ~~participant's~~participant’s separation from the Company, (ii) immediately prior to, on or within 30 days following a change in control, (iii) within 90 days following the ~~participant's~~participant’s disability, (iv) within 90 days following the ~~participant's~~participant’s death or (v) if the participant has elected to receive payment while still a member of our Board, the date that is three, five or ten years following the last day of the applicable plan year in which an amount was deferred.

Stock Ownership Guidelines for Our Non-Employee Directors

Our Board has adopted stock ownership guidelines for our non-employee directors. Under those guidelines, our non-employee directors, are required to own stock equal to five times the annual base cash retainer. Stock ownership for the purpose of these guidelines includes stock, restricted stock and stock units, but does not include shares underlying vested or unvested stock options. Non-employee directors are required to achieve the ownership threshold by the five-year anniversary of the director joining our Board.

Equity Compensation Plan Information

The table below sets forth information as of the end of our ~~2019~~2022 fiscal year for (i) all equity compensation plans approved by our stockholders and (ii) all equity compensation plans not approved by our stockholders. See note 1011 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2022 for a description of our ~~2015~~2020 Equity Incentive Plan. See "—“— Management Deferred Stock Unit Purchase ~~Plan"~~Plan” above for a description of our MSPP.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)(3)		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)(4)		Number of Securities Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#)
Equity compensation plans approved by security holders(1)		1,044,364		22.35		1,342,298
Equity compensation plans not approved by security holders(2)		167,542		—		350,452
Total		1,211,906		N/A		1,692,750

Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights (#)(3) Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights ($)(4) Number of
Securities
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in First
Column)(#)
Equity compensation plans approved by security holders(1)
1,979,462 19.72 760,849
Equity compensation plans not approved by security holders(2)
162,491 — 98,085

Total
2,141,953 N/A 858,934

(1)

~~(1)~~: The ~~2015~~2020 Equity Incentive Plan was approved by our stockholders on ~~June 4, 2015,~~May 14, 2020 and amended and restated our ~~2010~~2015 Equity Incentive Plan.

(2)

Represents shares registered on a Registration Statement on Form S-8 on May 10, 2013 and November 24, 2020 to be used for purchases under the MSPP.

(3)

Represents the purchased and matching deferred and restricted stock units under the MSPP, dividend equivalent units associated with the matching deferred and restricted stock units under the MSPP, outstanding ~~performance share units~~Performance Share Units under our ~~2015~~2020 Equity Incentive Plan, and shares to be issued upon exercise of options. Amounts representing ~~performance share units~~Performance Share Units assume maximum performance and amounts.

(4)

Restricted and deferred stock units under the MSPP and ~~performance share units~~Performance Share Units under the ~~2015~~2020 Equity Incentive Plan have no exercise price and were not factored into the calculation of the weighted average exercise price. This column represents the weighted average exercise price of ~~983,082~~217,825 options outstanding under the ~~2015~~2020 Equity Incentive Plan.

Compensation Committee Interlocks and Insider Participation

During ~~2019,~~2022, the following individuals served on our Compensation Committee for all or part of the year: ~~Cynthia A. Hallenbeck,~~Ellen D. Levy, Michael D. Malone, John Rice and Dana Schmaltz. None of these individuals is or was an officer or employee, or former officer or employee, of ours. None of these individuals has or had relationships with us requiring disclosure under Item 404 of Regulation S-K. No interlocking relationship exists or existed between members of the Compensation Committee or the Board, and the board of directors or compensation or similar committees of any other company.

Proposal 3: Advisory Resolution to Approve Executive Compensation

We are presenting this proposal, commonly known as a ~~"say~~“say on ~~pay"~~pay” proposal pursuant to Section 14A of the Exchange Act, to provide stockholders the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement.

We believe our executive compensation policies and procedures are centered on pay-for-performance principles and are closely aligned with the long-term interests of our stockholders. As described under the heading ~~"COMPENSATION~~“COMPENSATION DISCUSSION AND ANALYSIS,"” our executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying compensation to the achievement of key financial and operating objectives that we believe enhance stockholder value over the long term and by encouraging executive share ownership so that a portion of each ~~executive's~~executive’s compensation is tied directly to stockholder value.

For these reasons, we are asking our stockholders to vote ~~"FOR"~~“FOR” the following resolution:

~~"RESOLVED,~~

“RESOLVED, that the stockholders hereby approve the compensation of the NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the related narrative executive compensation disclosure contained in this proxy statement."

”

While the vote on this resolution is advisory in nature and therefore will not bind us to take any particular action, our Compensation Committee and Board intend to carefully consider the stockholder vote resulting from the proposal in making future decisions regarding the compensation of our NEOs. Unless the Board modifies its policy on the frequency of future ~~"say~~“say on ~~pay"~~pay” advisory votes, the ~~"say~~“say on ~~pay"~~pay” advisory vote occurs every year and, accordingly, the next ~~"say~~“say on ~~pay"~~pay” advisory vote will be held at the ~~2021~~2024 annual meeting of stockholders.

Vote Required

The affirmative vote of a majority of the votes cast at the annual meeting with respect to the matter is required to approve, on a non-binding advisory basis, the compensation of the NEOs. Abstentions and broker non-votes will not count as votes cast with respect to the proposal and will have no effect on the result of the vote.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE ~~"FOR"~~“FOR” THE PROPOSAL.

~~Proposal 4: Adoption of the Company's 2020 Equity Incentive Plan~~

~~Overview~~

We are asking our stockholders to consider and approve adoption of the Walker & Dunlop, Inc. 2020 Equity Incentive Plan (the "2020 Plan"), which constitutes an amendment and restatement of the Walker & Dunlop, Inc. 2015 Equity Incentive Plan, as amended (the "2015 Plan"). The 2015 Plan was an amendment and restatement of the Walker & Dunlop, Inc. 2010 Equity Incentive Plan (the "2010 Plan"). References in this proposal to the "Plan" include the 2015 Plan and the 2010 Plan, collectively.

Upon the recommendation of the Compensation Committee, on March 19, 2020, the Board adopted the 2020 Plan, subject to and effective upon approval of the 2020 Plan by the stockholders at the annual meeting. If approved by our stockholders, the 2020 Plan would:

1): ~~Amend and restate the Plan;~~
2): ~~Increase the number of shares of our common stock reserved for issuance under the Plan by 2,000,000 shares;~~
3): ~~Extend the termination date of the Plan to March 19, 2030, the tenth anniversary of the date the 2020 Plan was approved by the Board;~~
4): ~~Impose annual limits on the value of awards granted to non-employee members of the Board for their service on the Board;~~
5): ~~Remove certain provisions which were otherwise required for awards to qualify as performance-based compensation under an exception to Section 162(m) of the Code prior to its repeal; and~~
6): ~~Increase the limits on certain performance-based awards that may be granted to participants under the 2020 Plan.~~

The purpose of the 2020 Plan is to (i) provide incentives to eligible persons to align their efforts towards the success of the Company and to operate and manage its business in a manner that will provide for the long-term growth and profitability of the Company; and (ii) provide a means of recruiting, rewarding, and retaining key personnel. To this end, the 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units (including deferred stock units), dividend equivalent rights, performance awards, annual incentive awards and other equity-based awards.

If the stockholders approve the 2020 Plan, the 2020 Plan will become effective on the date of the annual meeting of stockholders for 2020, which is scheduled for May 14, 2020. If the stockholders do not approve the 2020 Plan, the Plan will continue in accordance with its terms as in effect immediately prior to the date the 2020 Plan was approved by the Board.

~~Considerations for Approval of the 2020 Plan~~

In recommending the 2020 Plan to the Board for approval, the Compensation Committee reviewed employee and compensation data from the Company and analyses prepared by Pay Governance, its independent compensation consultant. Considerations taken into account by the Compensation Committee included:

~~Equity compensation supports our pay-for-performance culture and aligns management and shareholder interests~~

•: ~~Equity compensation is an important tool for aligning management and shareholder interests and driving long-term shareholder value; and~~
•: We have created nearly $1.42 billion in total shareholder return value appreciation over the past five years, and our use of equity compensation to attract, motivate, reward and retain talent has played an important role in driving these results.

~~Equity incentives support our growth strategy~~

•: Over the past five years, we have made several strategic acquisitions to increase the size and scale of our loan origination and servicing and property sales platforms, and these acquisitions have driven significant growth in our annual total transaction volume and servicing portfolio balance, which have, in turn created significant value for our shareholders. In the last five years (from 2015-2019), we have achieved a total shareholder return of 289.1%;
•: In connection with these acquisitions and in connection with our execution of new employment agreements with our bankers and brokers, we have awarded a significant amount of equity to align our employees' long-term performance interests with those of our shareholders; and
•: ~~In furtherance of our achievement of our Vision 2020 goals, we intend to continue acquiring companies and hire new bankers and brokers and incentivize them using equity awards.~~

~~We believe the number of shares authorized under the 2020 Plan is reasonable~~

•: Based on our historical grant practices and certain other assumptions, including the price of our Common Stock, we currently expect that the proposed number of shares to be authorized for issuance under the 2020 Plan will provide sufficient equity-based compensation awards for approximately the next four years; and
•: ~~Shareholders would be able to reevaluate any additional share authorization request.~~

~~Approval of the 2020 Plan is critical to our future compensation practices and ability to align pay and performance going forward~~

•: If the 2020 Plan is not approved by shareholders, we expect there will be an insufficient number of shares available to make equity-based compensation awards going forward, which would negatively impact our ability to deliver competitive levels of compensation and effectively align employee and shareholder interests;
•: The inability to grant meaningful equity-based compensation would limit our ability to attract and retain executive and loan origination and property sales talent or prevent us from executing on certain strategic plans, both of which have been integral to our past success and remain vital to future performance; and
•: ~~Equity-based compensation is a critical element of our pay-for-performance compensation philosophy, which is designed to drive shareholder value creation.~~

~~The 2020 Plan contains provisions that are consistent with best practices. These are:~~

•: ~~No Discounted Options or Stock Appreciation Rights.~~ ~~Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date;~~
•: ~~No Repricing Without Stockholder Approval.~~ Other than in connection with certain corporate transactions, we may not reduce the exercise price of an option or stock appreciation right, exchange an option or stock appreciation right for a new award with a lower exercise price or cancel an option or stock appreciation right with an exercise price that is above the market value of a share for cash or other securities, in each case, unless such action is approved by the stockholders or would not be deemed to be a repricing under the rules of the NYSE;
•: ~~No Liberal Share Recycling.~~ Shares used to pay the exercise price of an option or the withholding taxes related to an outstanding award, unissued shares resulting from the net settlement of stock-settled stock appreciation rights, and shares purchased by us in the open market using the proceeds of option exercises do not become available for issuance for future awards under the 2020 Plan;
•: ~~No Transferability.~~ ~~Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee;~~
•: ~~No Evergreen Provision.~~ ~~The 2020 Plan does not contain an "evergreen" feature pursuant to which the shares authorized for issuance can be automatically replenished;~~
•: ~~No Automatic Grants.~~ ~~The 2020 Plan does not provide for automatic grants to any individual; and~~
•: ~~No Tax Gross-Ups.~~ ~~The 2020 Plan does not provide for any tax gross-ups.~~

In consideration of these factors, and the judgement of the Board and the Compensation Committee that awards under the 2020 Plan are valuable incentives and serve the ultimate benefit of stockholders by aligning more closely the interests of participants in the 2020 Plan with those of our stockholders, the Board and the Compensation Committee believe that it is necessary to increase the number of shares authorized under the Plan to enable the Company to continue appropriately incentivizing new and existing employees.

~~Our Recommendation~~

~~THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ADOPT THE COMPANY'S 2020 EQUITY INCENTIVE PLAN.~~

~~Vote Required~~

Approval of the 2020 Plan requires the affirmative vote of the holders of a majority of the votes cast. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will not count as votes cast with respect to the proposal and will have no effect on the result of the vote.

~~Material Amendments included in the 2020 Plan~~

~~Increase in Number of Shares~~

The 2020 Plan will increase the number of shares currently reserved for issuance under the Plan by 2,000,000 shares. The following table sets forth the number of shares available for issuance pursuant to outstanding awards and future awards under the Plan as of March 13, 2020:


~~Shares subject to outstanding stock options(1)~~			~~902,917~~
~~Shares subject to outstanding stock awards(2)~~			~~1,403,075~~
~~Shares available for future awards~~			~~503,421~~

~~(1)~~: ~~As of March 13, 2020, options outstanding under the Plan had a weighted average per share exercise price of $19.97 and a weighted average remaining term of 4.5 years.~~
~~(2)~~: Represents shares subject to time-based restricted stock and restricted stock units and performance-based restricted stock units at target. As of March 13, 2020, the weighted average remaining vesting term for restricted stock was 2.9 years and for restricted stock units was 1.6 years.

~~As of March 13, 2020, the market value of a share of our common stock was $53.25.~~

~~Extension of Termination Date~~

Unless terminated earlier pursuant to the terms of the 2020 Plan, the 2020 Plan will extend the termination date of the Plan from June 4, 2025 to March 19, 2030, the tenth anniversary of the date the 2020 Plan was approved by the Board. Upon termination, the 2020 Plan will continue to govern outstanding awards.

~~Director Compensation Limit~~

The sum of any cash compensation, or other compensation, and the grant date fair value as determined in accordance with FASB ASC Topic 718 (or any successor thereto), of awards granted to any non-employee director for services as a director pursuant to the 2020 Plan during any fiscal year may not exceed $750,000.

TABLE OF CONTENTS ~~Other Amendments Included in the 2020 Plan~~

~~Removal of Provisions Relating to Section 162(m) of the Code~~

Prior to the enactment of the Tax Cuts and Jobs Act (the "TCJ Act"), an exception to Section 162(m) of the Code allowed performance-based compensation that met certain requirements to be tax deductible without regard to the deduction limits imposed by Section 162(m) of the Code. This qualified performance-based compensation exception was repealed as part of the TCJ Act. The 2020 Plan removes certain provisions which were otherwise required for awards to qualify as performance-based compensation under this exception prior to its repeal. Awards granted under the Plan prior to November 2, 2017 may be grandfathered under the old law pursuant to certain limited transition relief provided by the TCJ Act.

~~Increase to Certain Individual Award Limits~~

The 2020 Plan increases the maximum amount that may be paid as an annual incentive award (whether or not cash-settled) in a calendar year to any person from $5 million to $7.5 million, and the maximum amount that may be paid as a cash-denominated performance award (whether or not

~~cash-settled) in respect of a performance period in excess of twelve months to any person from $7 million to $10 million.~~

~~Summary of the Material Terms of the 2020 Plan~~

~~A summary of the material terms of the 2020 Plan is set forth below. This summary is qualified in its entirety by the complete text of the 2020 Plan, a copy of which is attached as~~~~Annex A~~ ~~to this proxy statement and which is incorporated by reference into this proposal. We encourage stockholders to read and refer to the complete plan document in~~~~Annex A~~ ~~for a more complete description of the 2020 Plan.~~

~~Effective Date; Amendment, Suspension and Termination.~~ If approved by our stockholders at the annual meeting, the 2020 Plan will become effective as of the date of the annual meeting, and, unless terminated sooner in accordance with the terms of the 2020 Plan or extended with stockholder approval, the 2020 Plan will terminate on March 19, 2030, the tenth anniversary of the date the Board approved the 2020 Plan. Our Board may amend, suspend or terminate the 2020 Plan at any time, provided that no amendment, suspension or termination may impair the rights or obligations under outstanding awards without the consent of the grantee. Our stockholders must approve any amendment to the 2020 Plan to the extent determined by the Board or if such approval is required under applicable law or NYSE regulations. Our stockholders also must approve any amendment that changes the no re-pricing, option pricing and stock appreciation right pricing provisions of the 2020 Plan.

~~Administration of the 2020 Plan.~~ The 2020 Plan will be administered by our Compensation Committee. Each member of our Compensation Committee is both a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act and, for so long as our common stock is listed on the NYSE, an "independent director" within the meaning of the NYSE listing requirements. The Compensation Committee will determine all terms of awards granted under the 2020 Plan, including, without limitation, the type of award, its terms and conditions and the number of shares of common stock subject to the award, if the award is equity-based. The Board has established a special committee of the Board (the "Non-Executive Equity Award Committee"), which currently consists of Mr. Walker, our Chairman and Chief Executive Officer, and Mr. Smith, our President, and delegated to that committee limited authority to grant equity awards to non-executive officers and non-director employees pursuant to the 2020 Plan. As of March 13, 2020, those grants may not exceed a total of 111,141 shares. The special Non-Executive Equity Award Committee's authority does not in any way limit the Compensation Committee's authority to administer the 2020 Plan. To the extent permissible under applicable law, the Board may delegate to the Non-Executive Equity Award Committee or other committee authority to make additional grants to non-executive employees. References in this proposal to the Compensation Committee include a reference to the Board or another committee appointed by the Board for those periods in which the Board or such other committee appointed by the Board is acting.

~~Eligibility.~~ All of our employees and the employees of our subsidiaries and affiliates are eligible to receive awards under the 2020 Plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under the 2020 Plan, other than incentive stock options. As of March 13, 2020, there were five named executive officers, six non-employee directors and 851 employees of the Company who were eligible to participate in the 2020 Plan.

~~Share Authorization and Usage.~~ The maximum number of shares of common stock that may be issued under the 2020 Plan, consisting of authorized but unissued shares or issued shares that have been reacquired by the Company, will be equal to the sum of (i) 2,000,000 shares of common stock, plus (ii) the number of shares of common stock available for future awards under the Plan as of the date the 2020 Plan is approved by the Company's stockholders, plus (iii) the number of shares of common stock related to awards outstanding under the Plan as of the date the 2020 Plan is approved

by the Company's stockholders that thereafter terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares of common stock. The maximum number of shares of common stock available for issuance pursuant to incentive stock options granted under the 2020 Plan will be the same as the number of shares of common stock available for issuance under the 2020 Plan.

Shares of common stock that are subject to awards will be counted against the 2020 Plan's share limit as of the date of grant as one share for every one share subject to the award. The number of shares subject to any stock appreciation rights awarded under the 2020 Plan will be counted against the 2020 Plan's share limit regardless of the number of shares actually issued to settle the stock appreciation right upon exercise, and the target number of shares issuable under a performance award shall be counted against the 2020 Plan's share limit as of the date of grant, but such number will be adjusted to equal the actual number of shares issued upon settlement of the performance award to the extent different from such target number of shares.

If any awards terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised or paid or if any awards are forfeited or expire or otherwise terminate without the delivery of any shares of common stock or are settled in cash in lieu of shares, the shares subject to such awards will again be available for the grant of awards under the 2020 Plan. However, the number of shares of common stock available for issuance under the 2020 Plan will not be increased by the number of shares of common stock (i) tendered, withheld or subject to an award surrendered in connection with the exercise of an option, (ii) deducted or delivered from payment of an award in connection with the Company's tax withholding obligations, (iii) purchased by the Company with proceeds from option exercises or (iv) not issued upon the net settlement or net exercise of a stock-settled stock appreciation right.

The number and kinds of shares for which awards may be made under the 2020 Plan, including the award limits described below, will be adjusted proportionately and accordingly by the Compensation Committee if the number of outstanding shares is increased or decreased or the shares are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of common stock effected without receipt of consideration by the Company.

~~Award Limitations.~~ The 2020 Plan contains limitations on the maximum number of shares available for issuance with respect to specified types of awards. Subject to adjustments described above, (i) the maximum number of shares of common stock subject to (A) options or stock appreciation rights that may be granted under the 2020 Plan to any person in a calendar year is 600,000 shares and (B) awards other than options or stock appreciation rights that may be granted under the 2020 Plan to any person in a calendar year is 600,000 shares, and (ii) the maximum amount that may be paid as (X) an annual incentive award (whether or not cash-settled) in a calendar year to any person will be $7.5 million and (Y) a cash-denominated performance award (whether or not cash-settled) in respect of a performance period in excess of 12 months to any person will be $10 million.

In addition, the sum of any cash compensation, or other compensation, and the grant date fair value as determined in accordance with FASB ASC Topic 718 (or any successor thereto) of awards granted to any non-employee director for services as a director pursuant to the 2020 Plan during any fiscal year may not exceed $750,000. The Compensation Committee may, however, make exceptions to such limit on director compensation in extraordinary circumstances, subject to the limitations in the 2020 Plan.

~~Types of Awards~~~~. The 2020 Plan authorizes the Compensation Committee to grant the following types of awards:~~

~~Options~~. Options may be granted under the 2020 Plan, including incentive stock options (as defined in Section 422 of the Code) and options that do not qualify as incentive stock options ("non-qualified stock options"). To the extent that the aggregate fair market value of shares of common stock determined on the date of grant with respect to which incentive stock options are exercisable for the first time during any calendar year exceeds $100,000, the option will be treated as a non-qualified stock option. The exercise price of each option will be determined by the Compensation Committee, provided that the exercise price will be equal to or greater than 100% of the fair market value of a share of common stock on the date of grant. If we were to grant incentive stock options to any 10 percent stockholder, the exercise price may not be less than 110% of the fair market value of our common stock on the date of grant.

The term of an option cannot exceed ten years from the date of grant. If we were to grant incentive stock options to any 10 percent stockholder, the term cannot exceed five years from the date of grant. The Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options are nontransferable, except (i) for transfers by will or the laws of descent and distribution or (ii) if authorized in the applicable award agreement, for transfers of non-qualified stock options, not for value, to family members pursuant to the terms and conditions of the 2020 Plan.

~~Stock Appreciation Rights~~. Stock appreciation rights provide the grantee with the right to receive, upon exercise, cash, shares of common stock, or a combination of the foregoing. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of our common stock on the date of exercise over the stock appreciation right's exercise price, which must be equal to or greater than 100% of the fair market value of our common stock on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our Compensation Committee. Stock appreciation rights may be granted in tandem with, or independently from, an option. The term of a stock appreciation right cannot exceed ten years from the date of grant. Stock appreciation rights are nontransferable, except (i) for transfers by will or the laws of descent and distribution or (ii) if authorized in the applicable award agreement, not for value, to family members pursuant to the terms and conditions of the 2020 Plan.

~~Restricted Stock and Restricted Stock Units~~. The Compensation Committee will determine the terms and conditions of each award of restricted stock and restricted stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase price (if any) for the shares of common stock subject to the award. Restricted stock and restricted stock units may vest solely by the passage of time and/or pursuant to achievement of performance goals, and the restrictions and/or the restricted period may differ with respect to each award of restricted stock and restricted stock units. An award will be subject to forfeiture if events specified by the Compensation Committee occur before the lapse of the restrictions. During the period, if any, when shares of restricted stock and restricted stock units are non-transferable or forfeitable or prior to the satisfaction of any other restrictions prescribed by the Compensation Committee, a grantee is prohibited from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the restricted stock or restricted stock units.

A grantee of restricted stock will have all the rights of a stockholder, including the right to vote the shares and receive dividends or distributions on the shares, except to the extent limited by the Compensation Committee or the 2020 Plan. The Compensation Committee may provide that any cash dividend payments or distributions paid on restricted stock either shall be reinvested in shares of common stock, or shall be paid in cash at the same time paid to other stockholders of the Company as

of the record date for such dividend, in each case, which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of restricted stock. Unless otherwise determined by the Compensation Committee, grantees of restricted stock units will have no voting or dividend rights or other rights associated with share ownership, although the Compensation Committee may award dividend equivalent rights on such units. The Compensation Committee may subject dividends and dividend equivalent rights paid on time-vested awards of restricted stock and restricted stock units to such forfeiture and repayment obligations if the underlying awards are forfeited before they vest. Grantees will not vest in dividends paid on performance-based awards of restricted stock or in dividend equivalent rights paid on performance-based awards of restricted stock units, and will be required to forfeit and/or repay to the Company such dividends and dividend equivalent rights if the performance goals for the underlying awards are not achieved or such awards otherwise do not vest.

~~Unrestricted Stock. Awards of unrestricted stock may be granted or sold in respect of past or future services or other valid consideration in lieu of or in addition to any cash compensation due to the grantee.~~

~~Dividend Equivalent Rights~~. Dividend equivalent rights entitle the grantee to receive credits for dividends or distributions that would be paid if the grantee held a specified number of shares underlying the right. The Compensation Committee may grant dividend equivalent rights to a grantee in connection with an award under the 2020 Plan, or without regard to any other award, except that no dividend equivalent rights may be granted in connection with, or related to, an option or stock appreciation right.

Dividend equivalents credited to the holder of a dividend equivalent right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of common stock or awards, which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment will be at the fair market value of the common stock on the reinvestment date. Dividend equivalent rights may be settled in cash, shares of common stock, or a combination of the foregoing, in a single installment or in multiple installments, as determined by the Compensation Committee.

A dividend equivalent right granted as a component of another award may provide that the dividend equivalent right will be settled upon exercise, settlement or payment of, or lapse of restrictions on, the other award, and that the dividend equivalent right will expire or be forfeited or annulled under the same conditions as the other award. A dividend equivalent right granted as a component of another award also may contain terms and conditions that are different from the terms and conditions of the other award, except that dividend equivalent rights credited as a component of another award that vests or is earned based upon the achievement of performance goals may not vest unless the performance goals for the underlying award are achieved and the underlying award vests.

~~Performance and Annual Incentive Awards~~. The Compensation Committee may grant performance and annual incentive awards, payable in shares of common stock or cash, in such amounts and upon such terms as determined by the Compensation Committee. Each grant of a performance or annual incentive award will have an initial cash value or an actual or target number of shares of common stock that is established by the Compensation Committee on the date of grant. The Compensation Committee may set performance goals in its discretion that, depending on the extent to which they are met, will determine the value and/or number of shares of common stock that will be paid to a grantee.

~~The performance goals upon which the payment or vesting of a performance or annual incentive award may be based may include, but are not limited to, on one or more of the following performance~~

measures, with or without adjustment: net earnings or net income; operating earnings; pretax earnings; earnings per share; stock price, including growth measures and total stockholder return; earnings before interest and taxes; earnings before interest, taxes, depreciation and/or amortization; earnings before interest, taxes, depreciation and/or amortization (as adjusted to exclude any one or more of the following: stock-based compensation expense; income from discontinued operations; gain on cancellation of debt; debt extinguishment and related costs; restructuring, separation and/or integration charges and costs; reorganization and/or recapitalization charges and costs; impairment charges; merger-related events; gain or loss related to investments; sales and use tax settlements; and gain on non-monetary transactions); sales, originations or revenue growth or targets, whether in general or by type of product, service, or customer; diversification of sales or revenues, whether in general or by type of product, service or customer; gross or operating margins; return measures, including return on assets, capital, investment, equity, sales or revenue; cash flow (including: operating cash flow, free cash flow, levered free cash flow, cash flow return on equity and cash flow return on investment); productivity ratios; costs, reductions in costs and cost control measures; expense targets; underwriting cost per loan; credit losses; market or market segment share or penetration; financial ratios as provided in credit agreements of the Company and its subsidiaries; working capital targets; completion of acquisitions of businesses or companies; development of new lines of business or substantially expanding existing lines of business; completion of divestitures and asset sales; revenues under management; funds from operations; employee hiring, retention, growth in population and diversity; employee or customer satisfaction measurements; opening new offices expanding geographic coverage; execution of contractual arrangements or satisfaction of contractual requirements or milestones; and any combination of any of the foregoing business criteria.

Performance under any of the foregoing performance measures may be used to measure the performance of (i) the Company and our subsidiaries and other affiliates as a whole; (ii) the Company, any subsidiary and/or any other affiliate or any combination thereof; or (iii) any one or more business units of the Company, any subsidiary and/or any other affiliate, as the Compensation Committee deems appropriate. In addition, performance under any of the performance measures may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Compensation Committee. The Compensation Committee may select performance under the performance measure of stock price for comparison to performance under one or more stock market indices designated or approved by the Compensation Committee. The Compensation Committee has the authority to provide for accelerated vesting of any performance or annual incentive award based on the achievement of any performance measures.

~~Other Equity-Based Awards~~. Other equity-based awards are payable in cash, shares of common stock or other equity, or a combination of the foregoing, and may be restricted or unrestricted, as determined by our Compensation Committee. The terms and conditions that apply to other equity-based awards are determined by the Compensation Committee.

~~Form of Payments~~. The exercise price for any option or the purchase price (if any) for restricted stock or restricted stock units is generally payable (i) in cash or cash equivalents, (ii) to the extent the award agreement provides, by the surrender of shares of common stock (or attestation of ownership of shares of common stock) with an aggregate fair market value, on the date of such surrender, of the exercise price or purchase price, (iii) to the extent permissible by applicable law and to the extent the award agreement provides, by payment through a broker in accordance with procedures set forth by the Company or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable law, including net exercise and service rendered to the Company or our affiliates.

~~Change in Control~~~~. Unless provided otherwise in an award agreement or other written agreement, if the Company experiences a change in control in which awards are not assumed or continued by the~~

surviving entity: (i) immediately before the change in control, except with respect to performance awards or as otherwise provided in clause (ii)(b) below, all restricted stock, restricted stock units and dividend equivalent rights will vest, and all shares of common stock and/or cash subject to such awards will be delivered, and (ii) at the Compensation Committee's discretion, (a) all options and stock appreciation rights will become exercisable 15 days before the change in control, and terminate upon the consummation of the change in control and/or (b) all options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights will be terminated and cashed out or redeemed for securities of equivalent value. Performance awards will vest as to the greater of (i) vesting based on pro rata actual performance or (ii) vesting assuming target performance has been achieved. Other equity-based awards will be governed by the terms of the applicable award agreement.

~~No Repricing~~. Except in connection with certain corporate transactions involving the Company, we may not (i) amend the terms of outstanding options or stock appreciation rights to reduce the exercise price, (ii) cancel outstanding options or stock appreciation rights in exchange for or substitution of options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights or (iii) cancel outstanding options or stock appreciation rights with an exercise price above the current fair market value in exchange for cash or other securities, in each case, unless such action (a) is subject to and approved by the Company's stockholders or (b) would not be deemed to be a repricing under the rules of the NYSE or any established stock exchange or securities market on which our common stock is listed or publicly traded.

~~Summary of U.S. Federal Income Tax Consequences~~

The U.S. federal income tax consequences of awards under the 2020 Plan for participants and the Company will depend on the type of award granted. The following summary description of U.S. federal income tax consequences is intended only for the general information of stockholders. A participant in the 2020 Plan should not rely on this description and instead should consult his or her own tax advisor.

~~Incentive Stock Options~~. The grant of an incentive stock option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain (or loss) realized upon a disposition of our common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain (or loss) if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the "holding period requirements"). We will not be entitled to any deduction under these circumstances.

If the grantee fails to satisfy either of the holding period requirements, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a deduction to the extent the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

~~Non-Qualified Options~~. The grant of a non-qualified option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised). We will be entitled to a deduction in the same amount and generally at the same time as the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

A non-qualified stock option can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A non-qualified stock option that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition and an additional 20% tax obligation, plus penalties and interest.

~~Stock Appreciation Rights~~. There are no immediate U.S. federal income tax consequences of receiving an award of stock appreciation rights under the 2020 Plan. Upon exercising a stock appreciation right, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. We will be entitled to a deduction in the same amount and generally at the same time as the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

A stock appreciation right also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A stock appreciation right that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition and an additional 20% tax obligation plus penalties and interest.

~~Restricted Stock~~. A grantee who is awarded restricted stock will not recognize any taxable income for U.S. federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the shares of restricted stock are nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the common stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such Section 83(b) election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. We will be entitled to a deduction in the same amount and generally at the same time as the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

~~Restricted Stock Units~~. There are no immediate U.S. federal income tax consequences of receiving an award of restricted stock units under the 2020 Plan. A grantee who is awarded restricted stock units will be required to recognize ordinary income in an amount equal to the fair market value of shares issued, or, in the case of a cash-settled award, the amount of the cash payment made, to such grantee at the end of the restriction period or, if later, the payment date. We will be entitled to a deduction in the same amount and generally at the same time as the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

Restricted stock units also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A grant of restricted stock units that does not meet the requirements of Code Section 409A results in the acceleration of income recognition and an additional 20% tax obligation, plus penalties and interest.

~~Dividend Equivalent Rights~~. Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. We will be entitled to a deduction in the same amount and generally at the same time as the grantee recognizes ordinary income, subject to possible limitations imposed by Section 162(m) of the Code.

~~Section 280G of the Code~~. To the extent payments which are contingent on a change in control are determined to exceed certain limitations, such payments may be subject to a 20% nondeductible excise tax, and the Company's deduction with respect to the associated compensation expense may be disallowed in whole or in part. The 2020 Plan includes a Section 280G "best after tax" provision, meaning, if any of the payments under the 2020 Plan or otherwise would constitute parachute payments within the meaning of Section 280G of the Code and be subject to the excise tax imposed under

Section 4999 of the Code, the payments will be reduced by the amount required to avoid the excise tax if such a reduction would give the grantee a better after-tax result than if the grantee received the payments in full.

~~Section 162(m) of the Code~~. In general, under Section 162(m) of the Code, income tax deductions of publicly traded companies may be limited to the extent total compensation for certain current or former executive officers exceeds $1 million in any one taxable year. Prior to the TCJ Act, the deduction limit did not apply to certain "performance-based" compensation established by an independent compensation committee which conformed to certain conditions stated under the Code and related regulations. As part of the TCJ Act, the ability to rely on this qualified "performance-based" compensation exception was eliminated. Although the Plan was structured with the intent that awards granted thereunder may meet the requirements for "performance-based" compensation under Section 162(m) of the Code, subject to certain transition relief rules, we may no longer take a deduction for any compensation paid to our covered employees in excess of $1 million.

~~Plan Benefits~~

Awards under the 2020 Plan are subject to the discretion of the Compensation Committee, and no determinations have been made by the Compensation Committee as to any future awards that may be granted pursuant to the 2020 Plan. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the 2020 Plan. However, our directors and executive officers are eligible to receive awards under the 2020 Plan and could benefit from the grant of equity-based awards under the 2020 Plan.

~~Additional Prior Award Information~~

The following table sets forth, with respect to the individuals and groups identified therein, the number of shares subject to stock options, restricted stock and restricted stock units that have been granted to such individuals and groups under the Plan through March 13, 2020:

Name and Position(1)
Shares Subject
to Stock
Options
(Vested and
Unvested)
(#)(1) Shares Subject
to Time-Based
Restricted
Stock and
Restricted
Stock Units
(Vested and
Unvested)
(#)(1) Shares Subject
to Performance-
Based Restricted
Stock Units
(Vested)
(#)(1)(2) Shares Subject
to Performance-
Based Restricted
Stock Units
(Unvested)
(#)(1)(3)
Named Executive Officers:

William M. Walker, Chairman and Chief Executive Officer
425,344 192,731 193,343 71,649
Stephen P. Theobald, Executive Vice President and Chief Financial Officer
99,207 120,414 50,239 19,902
Howard W. Smith, III, President
340,166 193,754 83,719 37,316
Richard M. Lucas, Executive Vice President, General Counsel and Secretary
2,781 155,912 53,423 19,902
Richard C. Warner, Executive Vice President and Chief Credit Officer
8,344 90,337 52,239 19,902
All current executive officers as a group (5 persons)
875,842 753,148 432,963 168,671
Non-executive officer current directors/director nominees:

Alan J. Bowers
— 34,069 — —
Ellen D. Levy
— 2,252 — —
Michael D. Malone
— 19,813 — —
John Rice
— 27,433 — —
Dana L. Schmaltz
— 31,631 — —
Michael J. Warren
— 8,215 — —
All non-executive officer current directors as a group (6 persons)
— 123,413 — —
Each associate of any of such directors, executive officers or nominees
— — — —
Each other person who received or is to receive 5% of options, warrants or rights
— — — —
All employees, including all current officers who are not executive officers, as a group (362 persons)
27,075 2,263,493 864,606 139,150

~~(1)~~: Share numbers shown do not take into account shares subject to awards that that have been cancelled, forfeited or expired unexercised. The closing price per share of our common stock on the NYSE on March 13, 2020 was $53.25.
~~(2)~~: ~~Vested performance-based restricted stock units are shown based on the actual number of shares issued upon settlement of such awards.~~

~~(3)~~: Unvested performance-based restricted stock units are shown based on the target level of performance. The maximum number of performance-based restricted stock units that may vest is equal to 225% of the target level for executive officers and 167% - 200% of the target level for all other employees.

~~Interest of Certain Persons in the 2020 Plan~~

Stockholders should understand that our executive officers and non-employee directors may be considered to have an interest in the approval of the 2020 Plan because they may in the future receive awards under the 2020 Plan. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of experienced directors and officers by adopting the 2020 Plan.

VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March ~~13, 2020,~~10, 2023, certain information regarding the beneficial ownership of our common stock by:

•

each person known to us to be the beneficial owner of more than 5% of our common stock;

•

each NEO;

•

each of our directors; and

•

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes for each executive officer and director options that are currently exercisable or exercisable within 60 days of March ~~13, 2020.~~10, 2023. Each director, officer or 5% or more stockholder, as the case may be, furnished us with information with respect to beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply. We have based our calculations of the percentage of beneficial ownership of ~~31,059,464~~33,314,108 shares of common stock outstanding as of March ~~13, 2020.~~

10, 2023.

Unless otherwise noted below, the address of the persons and entities listed on the table is c/o Walker & Dunlop, Inc., ~~7501~~7272 Wisconsin Avenue, Suite ~~1200E,~~1300, Bethesda, Maryland 20814.

Beneficial Owner	Shares of Common Stock Beneficially Owned		% of Shares of Common Stock Beneficially Owned
5% Stockholders:
BlackRock, Inc.(1)		4,999,212		15.01%
The Vanguard Group(2)		3,707,149		11.13%
FMR LLC(3)		2,369,375		7.11%
Janus Henderson Group plc(4)		2,003,321		6.01%
Directors and Named Executive Officers:
William M. Walker(5)		712,781		2.14%
Howard W. Smith, III(6)		667,761		1.99%
Stephen P. Theobald(7)		148,136		*
Richard M. Lucas(8)		148,866		*
Gregory A. Florkowski(9)		16,166		*
Paula A. Pryor(10)		7,481		*
Dana L. Schmaltz(11)		69,835		*
John Rice(12)		27,437		*
Michael D. Malone		32,900		*
Michael J. Warren		1,909		*
Ellen D. Levy		1,381		*
Donna C. Wells		—		*
Executive Officers and Directors as a group (12 persons)		1,834,653		5.47%

Beneficial Owner
Shares of
Common Stock
Beneficially
Owned % of Shares of
Common Stock
Beneficially
Owned
5% Stockholders:

The Vanguard Group(1)
4,281,372 13.78 %
BlackRock, Inc.(2)
3,849,726 12.39 %
Dimensional Fund Advisors LP(3)
1,779,375 5.73 %
Directors and Named Executive Officers:

William M. Walker(4)
1,767,082 5.61 %
Howard W. Smith, III(5)
804,210 2.56 %
Stephen P. Theobald(6)
190,454 *
Richard C. Warner(7)
65,520 *
Richard M. Lucas(8)
136,521 *
Dana L. Schmaltz(9)
53,633 *
Alan J. Bowers(9)
37,855 *
John Rice(9)
24,439 *
Michael D. Malone
21,519 *
Michael J. Warren
2,519 *
Ellen D. Levy
—
Executive Officers and Directors as a group (11 persons)
3,103,753 9.72 %

*: Less than 1%.

(1)

This amount includes ~~31,132 shares, 4,990 shares, 4,249,149~~4,953,021 shares and 32,223 shares in which the holder exercises sole voting power, shared voting power, sole dispositive power and shared dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on February 11, 2020 by

The Vanguard Group. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A. The address of the principal business office of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

~~(2)~~: ~~This amount includes 3,782,905 shares and 3,849,726~~4,999,212 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on February ~~4, 2020~~1, 2023 by BlackRock, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
~~(3)~~

OTHER MATTERS

Other Matters to Come Before the ~~2020~~2023 Annual Meeting

No other matters are to be presented for action at the annual meeting other than as set forth in this proxy statement. If other matters properly come before the meeting, however, the persons named in the accompanying proxy will vote all proxies solicited by this proxy statement as recommended by the Board, or, if no recommendation is given, in their own discretion.

Stockholder Proposals and Nominations for the ~~2021~~2024 Annual Meeting

Any stockholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act to be considered for inclusion in our proxy materials for the next annual meeting of stockholders must be received at our principal executive offices no later than November ~~27, 2020.~~

18, 2023.

Any stockholder who wishes to propose a nominee to the Board or propose any other business to be considered by the stockholders (other than a stockholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Article II, Section 12 of our bylaws, which are on file with the SEC, posted on our investor relations web page and may be obtained from the Secretary of the Company upon request. These notice provisions require that nominations for directors must be received by the Secretary at our principal executive offices not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding ~~year's~~year’s annual meeting nor earlier than the 150th day prior to the first anniversary of the date of the proxy statement for the preceding ~~year's~~year’s annual meeting. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding ~~year's~~year’s annual meeting, such notice to be timely must be so delivered not earlier than the 150th day prior to such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.

~~* * * *~~


		~~By Order of the Board of Directors~~

		~~Name:~~		~~Richard M. Lucas~~
		~~Title:~~		~~Executive Vice President,~~ ~~General Counsel and Secretary~~

~~Bethesda, Maryland~~
~~March 27, 2020~~

~~ANNEX A~~

~~WALKER & DUNLOP, INC.~~
~~2020 EQUITY INCENTIVE PLAN~~

~~TABLE OF CONTENTS~~



1.	~~PURPOSE~~		~~A-1~~
2.	~~DEFINITIONS~~		~~A-1~~
3.	~~ADMINISTRATION OF THE PLAN~~		~~A-7~~
	~~3.1~~	~~Committee~~	~~A-7~~
		~~3.1.1 Powers and Authorities.~~	~~A-7~~
		~~3.1.2 Composition of the Committee~~	~~A-8~~
		~~3.1.3 Other Committees~~	~~A-8~~
		~~3.1.4 Delegation by Committee~~	~~A-8~~
	~~3.2~~	~~Board~~	~~A-9~~
	~~3.3~~	~~Terms of Awards~~	~~A-9~~
	~~3.4~~	~~Forfeiture; Recoupment~~	~~A-9~~
	~~3.5~~	~~No Repricing without Stockholder Approval~~	~~A-10~~
	~~3.6~~	~~Deferral Arrangement~~	~~A-10~~
	~~3.7~~	~~No Liability~~	~~A-10~~
	~~3.8~~	~~Stock Issuance/Book-Entry.~~	~~A-11~~
4.	~~STOCK SUBJECT TO THE PLAN~~		~~A-11~~
	~~4.1~~	~~Number of Shares of Stock Reserved for Awards~~	~~A-11~~
	~~4.2~~	~~Adjustments in Authorized Shares of Stock~~	~~A-11~~
	~~4.3~~	~~Share Usage~~	~~A-11~~
5.	~~TERM; AMENDMENT, SUSPENSION, AND TERMINATION~~		~~A-12~~
	~~5.1~~	~~Term~~	~~A-12~~
	~~5.2~~	~~Amendment, Suspension, and Termination of the Plan~~	~~A-12~~
6.	~~AWARD ELIGIBILITY AND LIMITATIONS~~		~~A-12~~
	~~6.1~~	~~Service Providers and Other Persons~~	~~A-12~~
	~~6.2~~	~~Limitation on Shares of Stock Subject to Awards and Cash Awards~~	~~A-13~~
	~~6.3~~	~~Director Compensation~~	~~A-13~~
	~~6.4~~	~~Stand-Alone, Additional, Tandem and Substitute Awards.~~	~~A-13~~
7.	~~AWARD AGREEMENT~~		~~A-14~~
8.	~~TERMS AND CONDITIONS OF OPTIONS~~		~~A-14~~
	~~8.1~~	~~Option Price~~	~~A-14~~
	~~8.2~~	~~Vesting and Exercisability~~	~~A-14~~
	~~8.3~~	~~Term~~	~~A-14~~

~~A-i~~



	~~8.4~~	~~Termination of Service~~	~~A-14~~
	~~8.5~~	~~Limitations on Exercise of Option~~	~~A-14~~
	~~8.6~~	~~Method of Exercise~~	~~A-15~~
	~~8.7~~	~~Rights of Holders of Options~~	~~A-15~~
	~~8.8~~	~~Delivery of Stock~~	~~A-15~~
	~~8.9~~	~~Transferability of Options~~	~~A-15~~
	~~8.10~~	~~Family Transfers~~	~~A-15~~
	~~8.11~~	~~Limitations on Incentive Stock Options~~	~~A-16~~
	~~8.12~~	~~Notice of Disqualifying Disposition~~	~~A-16~~
9.	~~TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS~~		~~A-16~~
	~~9.1~~	~~Right to Payment and SAR Exercise Price~~	~~A-16~~
	~~9.2~~	~~Other Terms~~	~~A-16~~
	~~9.3~~	~~Term~~	~~A-16~~
	~~9.4~~	~~Rights of Holders of SARs~~	~~A-17~~
	~~9.5~~	~~Transferability of SARs~~	~~A-17~~
	~~9.6~~	~~Family Transfers~~	~~A-17~~
~~10.~~	~~TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS~~		~~A-17~~
	~~10.1~~	~~Grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units~~	~~A-17~~
	~~10.2~~	~~Restrictions~~	~~A-17~~
	~~10.3~~	~~Registration; Restricted Stock Certificates~~	~~A-18~~
	~~10.4~~	~~Rights of Holders of Restricted Stock~~	~~A-18~~
	~~10.5~~	~~Rights of Holders of Restricted Stock Units and Deferred Stock Units~~	~~A-18~~
		~~10.5.1 Voting and Dividend Rights~~	~~A-18~~
		~~10.5.2 Creditor's Rights~~	~~A-19~~
	~~10.6~~	~~Termination of Service~~	~~A-19~~
	~~10.7~~	~~Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units~~	~~A-19~~
	~~10.8~~	~~Delivery of Shares of Stock~~	~~A-19~~
~~11.~~	~~TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS~~		~~A-19~~
	~~11.1~~	~~Unrestricted Stock~~	~~A-19~~
	~~11.2~~	~~Other Equity-Based Awards~~	~~A-20~~

~~A-ii~~



~~12.~~	~~FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK~~		~~A-20~~
	~~12.1~~	~~General Rule~~	~~A-20~~
	~~12.2~~	~~Surrender of Shares of Stock~~	~~A-20~~
	~~12.3~~	~~Cashless Exercise~~	~~A-20~~
	~~12.4~~	~~Other Forms of Payment~~	~~A-20~~
~~13.~~	~~TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS~~		~~A-21~~
	~~13.1~~	~~Dividend Equivalent Rights~~	~~A-21~~
	~~13.2~~	~~Termination of Service~~	~~A-21~~
~~14.~~	~~TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS~~		~~A-21~~
	~~14.1~~	~~Grant of Performance Awards and Annual Incentive Awards~~	~~A-21~~
	~~14.2~~	~~Value of Performance Awards and Annual Incentive Awards~~	~~A-21~~
	~~14.3~~	~~Earning of Performance Awards and Annual Incentive Awards~~	~~A-21~~
	~~14.4~~	~~Form and Timing of Payment of Performance Awards and Annual Incentive Awards~~	~~A-22~~
	~~14.5~~	~~Performance Conditions~~	~~A-22~~
		~~14.5.1 Performance Goals Generally~~	~~A-22~~
		~~14.5.2 Settlement of Awards; Other Terms~~	~~A-22~~
		~~14.5.3 Performance Measures~~	~~A-22~~
		~~14.5.4 Evaluation of Performance~~	~~A-24~~
	~~14.6~~	~~Provisions Applicable to Section 162(m) Awards~~	~~A-24~~
~~15.~~	~~PARACHUTE LIMITATIONS~~		~~A-25~~
~~16.~~	~~REQUIREMENTS OF LAW~~		~~A-25~~
	~~16.1~~	~~General~~	~~A-25~~
	~~16.2~~	~~Rule 16b-3~~	~~A-26~~
~~17.~~	~~EFFECT OF CHANGES IN CAPITALIZATION~~		~~A-26~~
	~~17.1~~	~~Changes in Stock.~~	~~A-26~~
	~~17.2~~	~~Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control~~	~~A-27~~
	~~17.3~~	~~Change in Control in which Awards are not Assumed~~	~~A-27~~
	~~17.4~~	~~Change in Control in which Awards are Assumed~~	~~A-28~~
	~~17.5~~	~~Adjustments~~	~~A-29~~
	~~17.6~~	~~No Limitations on Company~~	~~A-29~~

~~A-iii~~



~~18.~~	~~GENERAL PROVISIONS~~		~~A-29~~
	~~18.1~~	~~Disclaimer of Rights~~	~~A-29~~
	~~18.2~~	~~Nonexclusivity of the Plan~~	~~A-29~~
	~~18.3~~	~~Withholding Taxes~~	~~A-29~~
	~~18.4~~	~~Captions~~	~~A-30~~
	~~18.5~~	~~Other Provisions~~	~~A-30~~
	~~18.6~~	~~Number and Gender~~	~~A-30~~
	~~18.7~~	~~Severability~~	~~A-30~~
	~~18.8~~	~~Governing Law~~	~~A-30~~
	~~18.9~~	~~Section 409A of the Code~~	~~A-31~~

~~A-iv~~

~~WALKER & DUNLOP, INC.~~
~~2020 EQUITY INCENTIVE PLAN~~

~~Walker & Dunlop, Inc., a Maryland corporation (the "Company"), sets forth herein~~In addition to satisfying the ~~terms of its 2020 Equity Incentive Plan (the "Plan"), as follows:~~

~~1. PURPOSE~~

~~This Plan is intended~~foregoing requirements under our bylaws, to (i) provide incentive to eligible persons to stimulate their efforts toward the success of the Company and to operate and manage its business in a manner that will provide for the long-term growth and profitability of the Company and that will benefit the stockholders and other important stakeholders of the Company, including its employees and customers; and (ii) provide a means of recruiting, rewarding and retaining key personnel. To this end, the Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Unrestricted Stock, Restricted Stock Units (including Deferred Stock Units), Dividend Equivalent Rights, Performance Awards, Annual Incentive Awards and Other Equity-Based Awards. Any of these Awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordancecomply with the ~~terms~~universal proxy rules (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than the ~~Plan. Options granted under the Plan may be Non-qualified Stock Options or Incentive Stock Options, as provided herein.~~

The Plan is an amendment and restatement of the 2015 Equity Incentive Plan, as amended from time to time and originally approved by the Board on March 31, 2015 and by the Company's stockholders on June 4, 2015 (the "~~2015 Plan~~"), which 2015 Plan was an amendment and restatement of the 2010 Equity Incentive Plan, as amended from time to time and originally approved by the Board on September 27, 2010 and by the Company's stockholders on November 29, 2010 (together with the 2015 Plan, the "~~Prior Plan"). In the event~~Company’s nominees must provide notice that the Company's stockholders do not approve this Plan, the Prior Plan will continue in full force and effect on its terms and conditions as in effect immediately prior to the date this Plan is approved by the Board.

~~2. DEFINITIONS~~

For purposes of interpreting the Plan and related documents (including Award Agreements), the following capitalized terms shall have the meanings specified below, unless the context clearly indicates otherwise:

~~2.1 "Affiliate~~" means, with respect to the Company, any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate of the Company unless the Company holds a Controlling Interest in such entity.

~~2.2~~ ~~"Annual Incentive Award"~~ ~~means an Award, denominated in cash, made subject to attainment of performance goals (as described inSection 14) over a Performance Period of up to one (1) year (the Company's fiscal year, unless otherwise specified by the Board or the Committee).~~

~~2.3~~ ~~"Applicable Laws"~~ means the legal requirements relating to the Plan and the Awards under (i) applicable provisions of the Code, the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations, and government orders of any jurisdiction applicable to the Company or its Affiliates, (ii) applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein, and (iii) the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

~~2.4~~ ~~"Award"~~ means a grant under the Plan of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Restricted Stock Unit, Dividend Equivalent Right, Performance Award, Annual Incentive Award, or Other Equity-Based Award.

~~2.5~~ ~~"Award Agreement"~~ ~~means the written agreement, in such written, electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and~~ sets forth the ~~terms and conditions of an Award.~~

~~2.6~~ ~~"Benefit Arrangement"~~ means any formal or informal plan or other arrangement for the direct or indirect provision of compensation to a Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee.

~~2.7~~ ~~"Board"~~ ~~means the Board of Directors of the Company.~~

~~2.8~~ ~~"Capital Stock"~~ means with respect to any Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) in equity of such Person, including, without limitation, all shares of Stock.

~~2.9~~ ~~"Cause"~~ shall have the meaning set forth in an applicable written agreement between a Grantee and the Company or an Affiliate, and in the absence of such agreement, means, with respect to any Grantee and as determinedinformation required by ~~the Committee, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of, or pleading guilty or~~~~nolo contendere~~ to, a criminal offense (other than minor traffic offenses); (iii) a material violation of a Company policy; or (iv) a material breach of any term of any employment, consulting, or other services, confidentiality, intellectual property, or non-competition agreements, if any, between the Grantee and the Company or an Affiliate.

~~2.10 "Change in Control" means, subject toSection 18.9, the occurrence of any of the following:~~

~~(i) The acquisition by any Person of beneficial ownership (within the meaning of~~ Rule ~~13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (1) the then outstanding shares of Stock (the "Outstanding Company Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities");~~~~provided~~,~~however~~, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (a) any acquisition by the Company; (b) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation or trust controlled by the Company; and (c) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2), and (3) of~~Section 2.10(iii); or~~

~~(ii) Individuals who, as of the date this Plan, as amended and restated, is approved by the Company's stockholders, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board;~~~~provided~~,~~however~~, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

~~(iii) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business~~

~~Combination~~"), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be; (2) no Person (excluding any corporation or trust resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation or trust resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then outstanding shares of the corporation or trust resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or trust except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the board of directors of the corporation or trust resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

~~(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company and consummation of such transaction.~~

The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.

~~2.11~~ ~~"Code"~~ means the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References in the Plan to any Code Sections shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.

~~2.12~~ ~~"Committee"~~ ~~means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided inSection 3.1~~ ~~(or, if no Committee has been so designated, the Board itself).~~

~~2.13~~ ~~"Company"~~ ~~means Walker & Dunlop, Inc., a Maryland corporation, and any successor thereto.~~

~~2.14~~ ~~"Controlling Interest"~~ shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i); provided that (i) except as specified in clause (ii) below, an interest of "at least 50 percent" shall be used instead of an interest of "at least 80 percent" in each case where "at least 80 percent" appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) and (ii) where a grant of Options or Stock Appreciation Rights is based upon a legitimate business criterion, an interest of "at least 20 percent" shall be used instead of an interest of "at least 80 percent" in each case where "at least 80 percent" appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

~~2.15~~ ~~"Deferred Stock Unit"~~ means a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock, cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.

~~2.16~~ ~~"Disability"~~ means the Grantee is unable to perform each of the essential duties of such Grantee's position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months;~~provided~~,~~however~~, that, with respect to rules regarding the expiration of an Incentive Stock Option following termination of a Grantee's Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

~~2.17~~ ~~"Disqualified Individual"~~ ~~shall have the meaning set forth in Code Section 280G(c).~~

~~2.18~~ ~~"Dividend Equivalent Right"~~ ~~means a right, granted to a Grantee pursuant toSection 13~~, entitling the Grantee thereof to receive, or to receive credits for the future payments of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions, or other periodic payments, declared or paid with respect to a number of shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee as of the record date.

~~2.19~~ ~~"Exchange Act"~~ ~~means the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.~~

~~2.20~~ ~~"Fair Market Value"~~ ~~means the fair market value of a share of Stock for purposes of the Plan, which shall be, as of any date of determination:~~

(i) If on such date the shares of Stock are listed on a Stock Exchange or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as reported on such Stock Exchange or such Securities Market (~~provided~~ that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock on the last preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market.

(ii) If on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a share of Stock shall be the value of a share of Stock as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

~~Notwithstanding thisSection 2.21~~ or~~Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant toSection 18.3, the Fair Market Value will be determined by the Committee in good faith using any reasonable method as it deems appropriate, to be applied consistently with respect to Grantees;~~~~provided~~,~~further~~, that the Committee shall determine the Fair Market Value of shares of Stock for tax withholding obligations due in connection with sales, by or on behalf of a Grantee, of such shares of Stock subject to an Award to pay the Option Price, SAR Exercise Price, and/or any tax withholding obligation on the same date on which such shares may first be sold pursuant to the terms of the applicable Award Agreement (including broker-assisted cashless exercises of Options and Stock Appreciation Rights and sell-to-cover transactions) in any manner consistent with applicable provisions of the Code, including, without limitation, using the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date) as the Fair Market Value of such shares, so long as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.

~~2.21~~ ~~"Family Member"~~ means, with respect to a Grantee as of any date of determination, (i) a Person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee; (ii) any Person sharing such Grantee's household (other than a tenant or employee); (iii) a trust in which any one or more of the Persons specified in clauses (i) and (ii) of this~~Section 2.22~~ ~~(and such Grantee) own more than fifty percent (50%) of the beneficial interest; (iv) a foundation in which any one or more of the Persons specified in clauses (i) and (ii) of thisSection 2.22~~ ~~(and such Grantee) control the management of assets; and (v) any other entity in which one or more of these persons (or the Grantee) own more than fifty percent (50%) of the voting interests.~~

~~2.22~~ ~~"Grant Date"~~ means, as determined by the Committee, the latest to occur of (i) the date as of which the Committee approves the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under~~Section 6, or (iii) such other subsequent date specified by the Committee in the corporate action approving the Award.~~

~~2.23~~ ~~"Grantee"~~ ~~means a person who receives or holds an Award under the Plan.~~

~~2.24~~ ~~"Incentive Stock Option"~~ ~~means an "incentive stock option" within the meaning of Code Section 422.~~

~~2.25~~ ~~"Non-Employee Director"~~ ~~shall have the meaning set forth in Rule 16b-3 under the Exchange Act.~~

~~2.26~~ ~~"Non-qualified Stock Option"~~ ~~means an Option that is not an Incentive Stock Option.~~

~~2.27~~ ~~"Officer"~~ ~~shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.~~

~~2.28~~ ~~"Option"means an option to purchase one or more shares of Stock at a specified Option Price awarded to a Grantee pursuant to~~ ~~Section 8~~.

~~2.29~~ ~~"Option Price"~~ ~~means the per share exercise price for shares of Stock subject to an Option.~~

~~2.30~~ ~~"Other Agreement"~~ means any agreement, contract, or understanding heretofore or hereafter entered into by the Grantee with the Company or an Affiliate, except an agreement, contract, or understanding that expressly addresses Code Section 280G and/or Code Section 4999.

~~2.31 "Other Equity-Based Award"~~ means an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, other than an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Restricted Stock Unit, Dividend Equivalent Right, Performance Award, or Annual Incentive Award.

~~2.32~~ ~~"Parachute Payment"~~ ~~shall mean a "parachute payment" within the meaning of Code Section 280G(b)(2).~~

~~2.33~~ ~~"Performance Award"~~ ~~means an Award made subject to the attainment of performance goals (as described inSection 14) over a Performance Period as specified by the Committee.~~

~~2.34 "Performance Measures" means measures on which the performance goal or goals under Performance Awards are based, including, but not limited to, those set forth in~~ ~~Section 14.5.3~~.

~~2.35~~ ~~"Performance Period"~~ means the period of time, up to a maximum of ten (10) years with respect to Performance Awards and one (1) year with respect to Annual Incentive Awards, during or over which the performance goals under Performance Awards and Annual Incentive Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance Award or Annual Incentive Award.

~~2.36~~ ~~"Person"~~ means an individual, corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; provided that, for purposes of~~Section 2.10, Person shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.~~

~~2.37~~ ~~"Plan"~~ ~~means this Walker & Dunlop, Inc. 2020 Equity Incentive Plan, as amended from time to time.~~

~~2.38~~ ~~"Purchase Price"~~ ~~means the purchase price for each share of Stock pursuant to a grant of Restricted Stock, Restricted Stock Units, or Unrestricted Stock.~~

~~2.39~~ ~~"Reporting Person"~~ ~~means a person who is required to file reports under Section 16(a) of the Exchange Act.~~

~~2.40~~ ~~"Restricted Period"~~ ~~means a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is subject to restrictions.~~

~~2.41~~ ~~"Restricted Stock"means shares of Stock awarded to a Grantee pursuant to~~ ~~Section 10~~.

~~2.42~~ ~~"Restricted Stock Unit"~~ ~~means a bookkeeping entry representing the equivalent of one share of Stock awarded to a Grantee pursuant toSection 10~~ ~~that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash, or a combination thereof.~~

~~2.43~~ ~~"SAR Exercise Price"~~ ~~means the per share exercise price of a SAR.~~

~~2.44~~ ~~"Securities Act"~~ ~~means the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.~~

~~2.45~~ ~~"Securities Market"~~ ~~means an established national or regional securities market.~~

~~2.46~~ ~~"Separation from Service"~~ ~~shall have the meaning set forth in Code Section 409A.~~

~~2.47~~ ~~"Service"~~ means service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee's change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding and conclusive. If a Service Provider's employment or other Service relationship is with an Affiliate and the applicable Person ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such Person ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.

~~2.48~~ ~~"Service Provider"~~ means (i) an employee, officer, or director of the Company or an Affiliate, or (ii) a consultant or adviser to the Company or an Affiliate (1) who is a natural person, (2) who is currently providing bona fide services to the Company or an Affiliate, and (3) whose services are not in connection with the Company's sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's Stock.

~~2.49~~ ~~"Service Recipient Stock"~~ ~~shall have the meaning set forth in Code Section 409A.~~

~~2.50~~ ~~"Share Limit"shall have the meaning set forth in~~ ~~Section 4.1~~.

~~2.51~~ ~~"Short-Term Deferral Period"~~ ~~shall have the meaning set forth in Code Section 409A.~~

~~2.52~~ ~~"Stock"means the common stock, par value $0.01 per share, of the Company, or any security into which shares of Stock may be changed or for which shares of Stock may be exchanged as provided in~~ ~~Section 17.1~~.

~~2.53~~ ~~"Stock Appreciation Right"~~or ~~"SAR"means a right granted to a Grantee pursuant to~~ ~~Section 9~~.

~~2.54~~ ~~"Stock Exchange"~~ ~~means the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, or another established national or regional stock exchange.~~

~~2.55~~ ~~"Subsidiary"~~ means any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of stock. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that (i) such entity could be considered as a subsidiary according to generally accepted accounting principles in the United States of America and (ii) in the case of an Award of Options or Stock Appreciation Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A.

~~2.56~~ ~~"Substitute Award"~~ means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan of the Company, an Affiliate, or other business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.

~~2.57~~ ~~"Ten Percent Stockholder"~~ means a natural Person who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding voting securities of the Company, the Company's parent (if any), or any of the Company's Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

~~2.58~~ ~~"Unrestricted Stock"means Stock that is free of any restrictions granted pursuant to~~ ~~Section 11~~.

~~3. ADMINISTRATION OF THE PLAN~~

~~3.1 Committee~~.

~~3.1.1Powers and Authorities.~~

The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent with the Company's certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award, or any Award Agreement. All such actions and determinations shall be made by (i) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (ii) the unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance with the Company's certificate of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive

~~on all Persons, whether or not expressly provided for in any provision of the Plan, such Award, or such Award Agreement.~~

In the event that the Plan, any Award, or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this~~Section 3.1.1~~ ~~if the Board has delegated the power and authority to do so to such Committee.~~

~~3.1.2Composition of the Committee.~~

The Committee shall be a committee composed of not fewer than two (2) directors of the Company designated by the Board to administer the Plan. Each member of the Committee shall be (i) a Non-Employee Director and (ii) an independent director in accordance with the rules of any Stock Exchange on which the Stock is listed;~~provided~~ that any action taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this~~Section 3.1.2~~ or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.

~~3.1.3Other Committees.~~

The Board also may appoint one or more committees of the Board, each composed of one or more directors of the Company, which (i) may administer the Plan with respect to Grantees who are not Officers or directors of the Company, (ii) may grant Awards under the Plan to such Grantees, and (iii) may determine all terms of such Awards, in each case, subject, if applicable, to the requirements of Rule 16b-314a-19 under the Exchange Act ~~and the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.~~

~~3.1.4Delegation by Committee.~~

To the extent permitted by Applicable Laws, the Committee may, by resolution, delegate some or all of its authority with respect to the Plan and Awards to the Chief Executive Officer of the Company and/or any other officer of the Company designated by the Committee;~~provided~~ that the Committee may not delegate its authority hereunder (i) to make Awards to directors of the Company, (ii) to make Awards to employees who are Officers or officers of the Company who are delegated authority by the Committee pursuant to this~~Section 3.1.4~~, or (iii) to interpret the Plan, any Award, or any Award Agreement. Any delegation hereunder will be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan will be construed as obligating the Committee to delegate authority to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed hereunder and delegate authority to one or more other officers of the Company. At all times, an officer of the Company delegated authority pursuant to this~~Section 3.1.4~~ will serve in such capacity at the pleasure of the Committee. Any action undertaken by any such officer of the Company in accordance with the Committee's delegation of authority will have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the "Committee" will, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each such officer.

~~3.2 Board~~.

~~The Board, from time to time, may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth inSection 3.1~~ ~~and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company's certificate of incorporation and bylaws and Applicable Laws.~~

~~3.3 Terms of Awards~~.

~~Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:~~

~~(i) designate Grantees;~~

~~(ii) determine the type or types of Awards to be made to a Grantee;~~

~~(iii) determine the number of shares of Stock to be subject to an Award or to which an Award relates;~~

(iv) establish the terms and conditions of each Award (including the Option Price, SAR Exercise Price, and Purchase Price; the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto; the treatment of an Award in the event of a Change in Control (subject to applicable agreements); and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

~~(v) prescribe the form of each Award Agreement evidencing an Award;~~

~~(vi) subject to the limitation on repricing inSection 3.5~~, amend, modify, or supplement the terms of any outstanding Award, which authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural Persons who are foreign nationals or are natural Persons who are employed outside the United States to reflect differences in local law, tax policy, or custom;~~provided~~ ~~that, notwithstanding the foregoing,~~ no ~~amendment, modification, or supplement of the terms of any outstanding Award shall, without the consent of the Grantee, impair the Grantee's rights under such Award; and~~

~~(vii) make Substitute Awards.~~

~~3.4 Forfeiture; Recoupment~~.

The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (i) employment agreement, (ii) non-competition agreement, (iii) agreement prohibiting solicitation of employees or clients of the Company or an Affiliate, (iv) confidentiality obligation with respect to the Company or an Affiliate, (v) Company or Affiliate policy or procedure, (vi) other agreement, or (vii) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. Furthermore, if the Grantee of an outstanding Award is an employee of the Company or an Affiliate thereof and such Grantee's Service is terminated for Cause, the Committee may annul such Grantee's outstanding Award as of the date of the Grantee's termination of Service for Cause.

Any Award granted pursuant to the Plan is subject to mandatory repayment by the Grantee to the Company (x) to the extent set forth in the Plan or an Award Agreement or (y) to the extent the Grantee is, or in the future becomes, subject to (1) any Company or Affiliate "clawback" or recoupment policy that is adopted to comply with the requirements of any Applicable Laws or (2) any

~~Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws.~~

Furthermore, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under Applicable Laws, the natural Persons subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and any Grantee who knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve (12)-month period following the first public issuance or filing (whichever first occurred) with the United States Securities and Exchange Commission of the financial document that contained such material noncompliance.

Notwithstanding any other provision of this Plan or any provision of any Award Agreement, if the Company is required to prepare an accounting restatement, then a Grantee shall forfeit any cash or Stock received in connection with an Award (or an amount equal to the Fair Market Value of such Stock on the date of delivery if the Grantee no longer holds the shares of Stock) if, pursuant to the terms of the Award Agreement for such Award, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, gains, or other criteria) that are later ~~determined, as a result of the accounting restatement, not to have been achieved.~~

~~3.5 No Repricing without Stockholder Approval~~.

Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock, or other securities or similar transaction), the Company may not: (i) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Exercise Price, as applicable, of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Exercise Price, as applicable, that is less than the Option Price or SAR Exercise Price, as applicable, of the original Options or SARs; or (iii) cancel outstanding Options or SARs with an Option Price or SAR Exercise Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case, unless such action (a) is subject to and approved by the Company's stockholders or (b) would not be deemed to be a repricing under the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

~~3.6 Deferral Arrangement~~.

The Committee may permit or require the deferral of any payment pursuant to an Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV); provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A, including, if applicable, with respect to when a Separation from Service occurs.

~~3.7 No Liability~~.

~~No member~~March 5, 2024.

* * * *

By Order of the Board ~~or the Committee shall be liable for any action or determination made~~of Directors

Name: Richard M. Lucas

Title:

Executive Vice President,
General Counsel and Secretary

Bethesda, Maryland
March 17, 2023

Using a black ink pen, mark your votes with an X as shown in ~~good faith with respect to the Plan, any Award, or any Award Agreement. Notwithstanding any~~

provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any person acting on behalf of (including, without limitation, designees of) the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the Award;~~provided~~ ~~that thisSection 3.7~~ ~~shall not affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.~~

~~3.8 Stock Issuance/Book-Entry.~~

Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more share certificates.

~~4. STOCK SUBJECT TO THE PLAN~~

~~4.1 Number of Shares of Stock Reserved for Awards~~.

~~Subject to adjustment as provided inSection 4.2~~ ~~andSection 17~~, the number of shares of Stock reserved for issuance under the Plan will be equal to the sum of (i) 2,000,000 shares of Stock, plus (ii) the number of shares of Stock available for future Awards under the Prior Plan as of the date this Plan, as amended and restated, is approved by the Company's stockholders, plus (iii) the number of shares of Stock related to Awards outstanding under the Prior Plan as of the date this Plan, as amended and restated, is approved by the Company's stockholders, that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock (the "~~Share Limit~~"). Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Shares of Stock to be issued under the Plan shall be authorized but unissued shares or, to the extent permitted by Applicable Laws, issued shares that have been reacquired by the Company.

~~4.2 Adjustments in Authorized Shares of Stock~~.

In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. The Share Limit pursuant to~~Section 4.1~~ shall be increased by the number of shares of Stock subject to any such assumed awards and Substitute Awards. Shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect the transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock available for issuance under the Plan, subject to applicable requirements of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

~~4.3 Share Usage~~.

~~Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance underSection 4.1. Any shares of Stock that are subject to Awards shall be counted against the Share Limit set forth inSection 4.1~~ as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the number of shares of Stock subject to an award of SARs will be counted against the Share Limit set forth in~~Section 4.1~~ ~~as one (1) share of Stock for every one (1) share of Stock subject to such Award~~

regardless of the number of shares of Stock actually issued to settle the SAR upon exercise. The target number of shares issuable under a Performance Award shall be counted against the Share Limit set forth in~~Section 4.1~~ ~~as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance Award to the extent different from such target number of shares.~~

If any shares of Stock covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any shares of Stock subject thereto or is settled in cash in lieu of shares of Stock, then the number of shares of Stock counted against the Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan in the same amount as such shares of Stock were counted against the Share Limit set forth in~~Section 4.1~~. The number of shares of Stock available for issuance under the Plan shall not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) deducted or delivered from payment of an Award payment in connection with the Company's tax withholding obligations as described in~~Section 18.3, (iii) purchased by the Company with proceeds from Option exercises, or (iv) not issued upon the net settlement or net exercise of a Stock-settled SAR.~~

~~5. TERM; AMENDMENT, SUSPENSION, AND TERMINATION~~

~~5.1 Term~~.

~~The Plan, as amended and restated, shall become effective as of the date on which it is approved by the Company's stockholders. In the event that the Company's stockholders~~example. Please do not ~~approve this Plan,~~write outside the Prior Plan will continue in full force and effect on its terms and conditions as in effect immediately prior to the date this Plan is approved by the Board. The Plan shall terminate on the first to occur of (i) the tenth (10th) anniversary of the date this Plan, as amended and restated, is approved by the Board, (ii) the date determined in accordance with~~Section 5.2, and (iii) the date determined in accordance withSection 17.3~~;~~provided~~,~~however~~, that Incentive Stock Options may not be granted under the Plan after the tenth (10th) anniversary of the date of the Board's adoption of this Plan, as amended and restated. Upon such termination of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other documents evidencing such Awards).

~~5.2 Amendment, Suspension, and Termination of the Plan~~.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair the rights or obligations under any such Award. An amendment shall be contingent on approval of the Company's stockholders to the extent stated by the Board or required by Applicable Laws (including applicable Stock Exchange listing requirements);~~provided~~ ~~that no amendment will be made to the no-repricing provisions ofSection 3.5, the Option Price provisions ofSection 8.1, and the SAR Exercise Price provisions ofSection 9.1~~ ~~without the approval of the Company's stockholders.~~

~~6. AWARD ELIGIBILITY AND LIMITATIONS~~

~~6.1 Service Providers and Other Persons~~.

~~Subject to thisSection 6~~, Awards may be made under the Plan to: (i) any Service Provider, as the Committee shall determine and designate from time to time, and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.

~~6.2 Limitation on Shares of Stock Subject to Awards and Cash Awards~~.

~~Subject to adjustment as provided in Section 17:~~

~~(i) the maximum number of shares of Stock that may be granted under the Plan, pursuant to Options or SARs, in a calendar year to any Person eligible for an Award underSection 6~~ ~~is six hundred thousand (600,000) shares;~~

~~(ii) the maximum number of shares of Stock that may be granted under the Plan, other than pursuant to Options or SARs, in a calendar year to any Person eligible for an Award underSection 6~~ ~~is six hundred thousand (600,000) shares; and~~

~~(iii) the maximum amount that may be paid as an Annual Incentive Award (whether or not cash-settled) in a calendar year to any Person eligible for an Award underSection 6~~ shall be seven million five hundred thousand dollars ($7,500,000), and the maximum amount that may be paid as a cash-denominated Performance Award (whether or not cash-settled) in respect of a Performance Period in excess of twelve (12) months by any Person eligible for an Award under~~Section 6~~ ~~shall be ten million dollars ($10,000,000).~~

~~6.3 Director Compensation~~.

Notwithstanding any provision to the contrary in the Plan, the Committee may establish compensation for non-employee directors from time to time, subject to the limitations in the Plan. The Committee will from time to time determine the terms, conditions and amounts of all such non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year of the Company may not exceed $750,000. The Committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

~~6.4 Stand-Alone, Additional, Tandem and Substitute Awards.~~

~~Subject toSection 3.4~~, Awards granted under the Plan may, in the sole discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (i) any other Award, (ii) any award granted under another plan of the Company, any Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (iii) any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate. Notwithstanding~~Section 8.1~~ ~~andSection 9.1~~ ~~but subject toSection 3.5~~, the Option Price of an Option or the SAR Exercise Price of an SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date;~~provided~~, that the Option Price or SAR Exercise Price is determined in accordance with the principles of Code Section 424 and the regulations thereunder for any Incentive Stock Option and consistent with Code Section 409A for any other Option or SAR.

~~7. AWARD AGREEMENT~~

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Award Agreements utilized from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.

~~8. TERMS AND CONDITIONS OF OPTIONS~~

~~8.1 Option Price~~.

The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date;~~provided~~,~~however~~, that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.

~~8.2 Vesting and Exercisability~~.

~~Subject toSections 8.3~~ ~~and17.3~~, each Option granted under the Plan shall become vested and/or exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing; provided that no Option shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the Grant Date. For purposes of this~~Section 8.2, fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole number.~~

~~8.3 Term~~.

Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option;~~provided~~,~~however~~, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the fifth (5th) anniversary of the Grant Date of such Incentive Stock Option.

~~8.4 Termination of Service~~.

Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise the Option following termination of the Grantee's Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

~~8.5 Limitations on Exercise of Option~~.

Notwithstanding any provision of the Plan to the contrary, in no event may any Option be exercised, in whole or in part, after the occurrence of an event which results in termination of the Option in accordance with~~Section 17~~.

~~8.6 Method of Exercise~~.

~~Subject to the terms ofSection 12~~ ~~andSection 18.3~~, an Option that is exercisable may be exercised by the Grantee's delivery to the Company or its designee or agent of notice of exercise on any business day, at the Company's principal office or the office of such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of Stock for which the Option is being exercised, plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.

~~8.7 Rights of Holders of Options~~.

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option or to direct the voting of the shares of Stock subject to such Option) until the shares of Stock subject thereby are fully paid and issued to such Grantee or other Person. Except as provided in~~Section 17, no adjustment shall be made for dividends, distributions, or other rights for which the record date is prior to the date of issuance of such shares of Stock.~~

~~8.8 Delivery of Stock~~.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive evidence of such Grantee's ownership of the shares of Stock subject to the Option as shall be consistent with~~Section 3.8~~.

~~8.9 Transferability of Options~~.

~~Except as provided inSection 8.10~~, during the lifetime of a Grantee of an Option, only the Grantee (or, in the event of such Grantee's legal incapacity or incompetency, the Grantee's guardian or legal representative) may exercise such Option. Except as provided in~~Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.~~

~~8.10 Family Transfers~~.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this~~Section 8.10~~, a "not for value" transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in that entity. Following a transfer under this~~Section 8.10~~, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and shares of Stock acquired pursuant to the Option shall be subject to the same restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance with this~~Section 8.10~~ ~~or by will or the laws of descent and distribution. The provisions ofSection 8.4~~ relating to termination of Service shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in~~Section 8.4~~.

~~8.11 Limitations on Incentive Stock Options~~.

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any corporate Subsidiary; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed one hundred thousand dollars ($100,000). Except to the extent provided in the regulations under Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted.

~~8.12 Notice of Disqualifying Disposition~~.

If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition immediately but in no event later than ten (10) days thereafter.

~~9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS~~

~~9.1 Right to Payment and SAR Exercise Price~~.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one (1) share of Stock on the date of exercise over (ii) the SAR Exercise Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Exercise Price, which shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or part of any other Award, or without regard to any Option or other Award;~~provided~~~~, that a SAR that is granted in tandem with all or part of an Option will have the same term, and expire at the same time, as the related Option;~~~~provided~~,~~further~~, that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Exercise Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR.

~~9.2 Other Terms~~.

The Committee shall determine, on the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements); the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions; the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award; and any other terms and conditions of any SAR;~~provided~~~~, that no SARs shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the Grant Date.~~

~~9.3 Term~~.

~~Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, on the tenth (10~~^th) anniversary of the Grant Date of such SAR, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR.

~~9.4 Rights of Holders of SARs~~.

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such SAR or to direct the voting of the shares of Stock subject to such SAR) until, if applicable, the shares of Stock subject thereby are fully paid and issued to such Grantee or other Person. Except as provided in~~Section 17, no adjustment shall be made for dividends, distributions, or other rights for which the record date is prior to the date of issuance of such shares of Stock, if applicable.~~

~~9.5 Transferability of SARs~~.

~~Except as provided inSection 9.6~~, during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee's legal incapacity or incompetency, the Grantee's guardian or legal representative) may exercise such SAR. Except as provided in~~Section 9.6, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.~~

~~9.6 Family Transfers~~.

~~If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of thisSection 9.6~~, a "not for value" transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in that entity. Following a transfer under this~~Section 9.6~~, any such SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and shares of Stock acquired pursuant to a SAR, if any, shall be subject to the same restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this~~Section 9.6~~ ~~or by will or the laws of descent and distribution.~~

~~10. TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS~~

~~10.1 Grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units~~.

Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration, such as a Purchase Price, or no consideration, other than par value of the shares of Stock, which may be deemed paid by past or future Services to the Company or an Affiliate.

~~10.2 Restrictions~~.

At the time a grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided in~~Section 14~~. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards.

~~10.3 Registration; Restricted Stock Certificates~~.

~~Subject toSection 3.8~~ and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (i) the Secretary of the Company shall hold such certificates for such Grantee's benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (ii) such certificates shall be delivered to such Grantee, provided that such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement. Pursuant to~~Section 3.8~~, to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction advices), such registration will contain an appropriate legend or restriction similar to the foregoing to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement.

~~10.4 Rights of Holders of Restricted Stock~~.

Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock that (i) any cash dividend payments or distributions paid on Restricted Stock either shall be reinvested in shares of Stock or shall be paid in cash at the same time paid to other stockholders of the Company as of the record date for such dividend, in each case which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock or (ii) any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. Dividend payments or distributions declared or paid on shares of Restricted Stock which vest or are earned based upon the achievement of performance goals shall not vest or be paid unless such performance goals for such shares of Restricted Stock are achieved. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.

~~10.5 Rights of Holders of Restricted Stock Units and Deferred Stock Units~~.

~~10.5.1Voting and Dividend Rights.~~

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding Restricted Stock Units or Deferred Stock Units shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Award or to direct the voting of the shares of Stock subject to such Award) until, if applicable, the shares of Stock subject thereby are fully paid and issued to such Grantee or other Person. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock Units or Deferred Stock Units that the holder of such Restricted Stock Units or Deferred Stock Units, as applicable, shall be entitled to receive Dividend Equivalent Rights, in accordance with~~Section 13~~.

~~10.5.2Creditor's Rights.~~

A holder of Restricted Stock Units or Deferred Stock Units shall have no rights other than those of a general, unsecured creditor of the Company. Restricted Stock Units and Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.

~~10.6 Termination of Service~~.

�� Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after the Award Agreement is issued, but prior to termination of the Grantee's Service, upon the termination of a Grantee's Service, any Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee shall have no further rights with respect to such Award, including, without limitation, any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.

~~10.7 Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units~~.

The Grantee of an Award of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units, or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units. The Purchase Price shall be payable in a form described in~~Section 12~~ ~~or, in the discretion of the Committee, in consideration for past or future Services rendered or to be rendered to the Company or an Affiliate.~~

~~10.8 Delivery of Shares of Stock~~.

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including, without limitation, any performance goals or delayed delivery period, the restrictions applicable to Restricted Stock and to Restricted Stock Units or Deferred Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent with~~Section 3.8~~, be issued, free of all such restrictions, to the Grantee thereof or such Grantee's beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee's beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or Deferred Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance with this~~Section 10.8~~.

~~11. TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS~~

~~11.1 Unrestricted Stock~~.

The Committee may, in its sole discretion, grant (or sell at the par value of a share of Stock or such other higher Purchase Price determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect of past or future

~~Services or other valid consideration, in lieu of or in addition to any cash compensation due to such Grantee.~~

~~11.2 Other Equity-Based Awards~~.

The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this~~Section 11.2~~ may be granted with vesting, value, and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after the Award Agreement is issued, but prior to termination of Grantee's Service, upon the termination of a Grantee's Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee shall have no further rights with respect to such Other Equity-Based Award.

~~12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK~~

~~12.1 General Rule~~.

Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option or the Purchase Price, if any, for Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company.

~~12.2 Surrender of Shares of Stock~~.

To the extent the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the Purchase Price, if any, for Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.

~~12.3 Cashless Exercise~~.

To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and/or any withholding taxes described in~~Section 18.3~~.

~~12.4 Other Forms of Payment~~.

To the extent the Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant to exercise of an Option or the Purchase Price, if any, for Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units may be made in any other form that is consistent with Applicable Laws, including, without limitation, (i) with respect to Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company or an Affiliate and (ii) with the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price or Purchase Price, if any, and/or any withholding taxes described in~~Section 18.3~~.

~~13. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS~~

~~13.1 Dividend Equivalent Rights~~.

~~A Dividend Equivalent Right may be granted hereunder;~~~~provided~~ that no Dividend Equivalent Right may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may (i) provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award or (ii) contain terms and conditions which are different from the terms and conditions of such other Award;~~provided~~,~~however~~, that Dividend Equivalent rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the achievement of performance goals shall not vest or be paid unless the performance goals for such underlying Award are achieved.

~~13.2 Termination of Service~~.

Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after the Award Agreement is issued, a Grantee's rights in all Dividend Equivalent Rights shall automatically terminate upon the Grantee's termination of Service for any reason.

~~14. TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS~~

~~14.1 Grant of Performance Awards and Annual Incentive Awards~~.

Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Awards and/or Annual Incentive Awards in such amounts and upon such terms as the Committee shall determine.

~~14.2 Value of Performance Awards and Annual Incentive Awards~~.

Each Performance Award and Annual Incentive Award shall have an initial cash value or an actual or target number of shares of Stock that is established by the Committee as of the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares of Stock that will be paid out to the Grantee thereof.

~~14.3 Earning of Performance Awards and Annual Incentive Awards~~.

Subject to the terms of this Plan, after the applicable Performance Period has ended, the Grantee of Performance Awards or Annual Incentive Awards shall be entitled to receive a payout of the value earned under such Performance Awards or Annual Incentive Awards by such Grantee over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

~~14.4 Form and Timing of Payment of Performance Awards and Annual Incentive Awards~~.

Payment of the value earned under Performance Awards and Annual Incentive Awards shall be made, as determined by the Committee, in the form, at the time, and in the manner described in the applicable Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, (i) may pay the value earned under Performance Awards in the form of cash, shares of Stock, other Awards, or in a combination thereof, including shares of Stock and/or other Awards that are subject to any restrictions deemed appropriate by the Committee, and (ii) shall pay the value earned under Performance Awards and Annual Incentive Awards at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals relating thereto have been achieved;~~provided~~ ~~that, unless specifically provided in the Award Agreement, such payment shall occur no later than the fifteenth (15~~^th~~) day of the third (3~~^rd~~) month following the end of the calendar year in which the Performance Period ends.~~

~~14.5 Performance Conditions~~.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.

~~14.5.1Performance Goals Generally.~~

The performance goals for Performance Awards or Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee. The Committee may determine that such Awards shall be granted, exercised, and/or settled upon achievement of any single performance goal or of two (2) or more performance goals. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

~~14.5.2Settlement of Awards; Other Terms.~~

Settlement of such Awards shall be in cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, in each case as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such Performance Awards or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or settlement of such Awards. In the event payment of a Performance Award is made in the form of another Award subject to Service-based vesting, the Committee shall specify the circumstances in which the Award will be paid or forfeited in the event of a termination of Service.

~~14.5.3Performance Measures.~~

The performance goals upon which the payment or vesting of a Performance Award or Annual Incentive Award may be conditioned may include, but shall not be limited to, the following Performance Measures, with or without adjustment (including pro forma adjustments):

~~(a)~~: ~~net earnings or net income;~~
~~(b)~~: ~~operating earnings;~~
~~(c)~~: ~~pretax earnings;~~
~~(d)~~: ~~earnings per share of Stock;~~
~~(e)~~: ~~Stock price, including growth measures and total stockholder return;~~

~~(f)~~

~~earnings before interest and taxes;~~

~~(g)~~

~~earnings before interest, taxes, depreciation and/or amortization;~~

~~(h)~~

~~earnings before interest, taxes, depreciation, and/or amortization as adjusted to exclude any one or more of the following:~~

•: ~~stock-based compensation expense;~~
•: ~~income from discontinued operations;~~
•: ~~gain on cancellation of debt;~~
•: ~~debt extinguishment and related costs;~~
•: ~~restructuring, separation, and/or integration charges and costs;~~
•: ~~reorganization and/or recapitalization charges and costs;~~
•: ~~impairment charges;~~
•: ~~merger-related events;~~
•: ~~gain or loss related to investments;~~
•: ~~sales and use tax settlements; and~~
•: ~~gain on non-monetary transactions;~~

~~(i)~~

~~sales, originations or revenue growth or targets, whether in general or by type of product, service, or customer;~~

~~(j)~~

~~diversification of sales or revenues, whether in general or by type of product, service, or customer;~~

~~(k)~~

~~gross or operating margins;~~

~~(l)~~

~~return measures, including return on assets, capital, investment, equity, sales, or revenue;~~

~~(m)~~

~~cash flow, including:~~

•: ~~operating cash flow;~~
•: free cash flow, defined as earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures;
•: ~~levered free cash flow, defined as free cash flow less interest expense;~~
•: ~~cash flow return on equity; and~~
•: ~~cash flow return on investment;~~

~~(n)~~

~~productivity ratios;~~

~~(o)~~

~~costs, reductions in costs, and cost control measures;~~

~~(p)~~

~~expense targets;~~

~~(q)~~

~~underwriting cost per loan;~~

~~(r)~~

~~credit losses;~~

~~(s)~~

~~market or market segment share or penetration;~~

~~(t)~~: ~~financial ratios as provided in credit agreements of the Company and its subsidiaries;~~
~~(u)~~: ~~working capital targets;~~
~~(v)~~: ~~completion of acquisitions of businesses or companies;~~
~~(w)~~: ~~development of new lines of business or substantially expanding existing lines of business;~~
~~(x)~~: ~~completion of divestitures and asset sales;~~
~~(y)~~: ~~revenues under management;~~
~~(z)~~: ~~funds from operations;~~
~~(aa)~~: ~~employee hiring, retention, growth in population, and diversity;~~
~~(bb)~~: ~~employee or customer satisfaction measurements;~~
~~(cc)~~: ~~opening new offices expanding geographic coverage,~~
~~(dd)~~: ~~execution of contractual arrangements or satisfaction of contractual requirements or milestones; and~~
~~(ee)~~: ~~any combination of any of the foregoing business criteria.~~

Performance under any of the foregoing Performance Measures (i) may be used to measure the performance of (x) the Company, its Subsidiaries, and other Affiliates as a whole, (y) the Company, any Subsidiary, any other Affiliate, or any combination thereof, or (z) any one or more business units or operating segments of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate and (ii) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate. In addition, the Committee, in its sole discretion, may select performance under the Performance Measure specified in clause (e) above for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee shall also have the authority to provide for accelerated vesting of any Performance Award or Annual Incentive Award based on the achievement of any Performance Measures.

~~14.5.4Evaluation of Performance.~~

The Committee may provide in any Performance Award or Annual Incentive Award that any evaluation of performance may include or exclude the impact of certain events that occur during a Performance Period, including but not limited to: (i) asset write-downs; (ii) litigation or claims, judgments, or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization, restructuring, or capital raising events or programs; (v) extraordinary, non-core, non-operating, or non-recurring items; (vi) acquisitions or divestitures; (vii) foreign exchange gains and losses; (viii) impact of shares of Stock purchased through share repurchase programs; (ix) tax valuation allowance reversals; (x) impairment expense; and (xi) environmental expense.

~~14.6 Provisions Applicable to Section 162(m) Awards~~.

Notwithstanding any other provision of the Plan or any Award, each Award made under the Plan prior to November 2, 2017 that is intended to qualify as "performance-based compensation" as described in Section 162(m)(4)(C) of the Code prior to its repeal or is otherwise not subject to the deduction limitation of Section 162(m) of the Code because it was granted to an individual who was not considered a "covered employee" under Section 162(m) of the Code (each such Award, a "~~Section 162(m) Award") shall be subject to any additional limitations as the Committee determines necessary for such Section 162(m) Award to qualify as "performance-based compensation" as described~~

in Section 162(m)(4)(C) of the Code prior to its repeal or to otherwise be exempt from Section 162(m) of the Code pursuant to the transition relief rules in the Tax Cuts and Jobs Act of 2017, and to the extent any of the provisions of the Plan or any Award would cause any Section 162(m) Award to fail to so qualify or to otherwise be so exempt, any such provisions shall not apply to such Award to the extent necessary to ensure the continued qualification or exemption of such Award. To the extent permitted by applicable law, the Plan and any such Award shall be deemed amended to the extent necessary to conform to such requirements. To the extent necessary with respect to Section 162(m) Awards, the Committee shall be comprised solely of two or more directors intended to qualify as "outside directors" for purposes of Section 162(m) of the Code.

~~15. PARACHUTE LIMITATIONS~~

If the Grantee is a Disqualified Individual, then, notwithstanding any other provision of this Plan or of any Other Agreement, and notwithstanding any Benefit Arrangement, any right to exercise, vesting, payment or benefit to the Grantee under this Plan shall be reduced or eliminated:

(i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Grantee under this Plan to be considered a Parachute Payment;~~and~~

(ii) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.

Except as required by Code Section 409A or to the extent that Code Section 409A permits discretion, the Committee shall have the right, in the Committee's sole discretion, to designate those rights, payments, or benefits under the Plan, all Other Agreements, and all Benefit Arrangements that should be reduced or eliminated so as to avoid having such rights, payments, or benefits be considered a Parachute Payment; provided, however, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A, the Company shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock, Restricted Stock Units, or Deferred Stock Units, then by reducing or eliminating any other remaining Parachute Payments.

~~16. REQUIREMENTS OF LAW~~

~~16.1 General~~.

The Company shall not be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any provision of the Company's certificate of incorporation or bylaws or of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares of Stock subject to an Award upon any Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or qualification shall have been effected

or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock subject to such Award, the Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may register, but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

~~16.2 Rule 16b-3~~.

During any time when the Company has any class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such Awards to the extent permitted by law and deemed advisable by the Board or Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Committee may exercise its discretion to modify this Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised exemption or its replacement.

~~17. EFFECT OF CHANGES IN CAPITALIZATION~~

~~17.1 Changes in Stock.~~

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of share or kind of Capital Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in Capital Stock, or other increase or decrease in such Stock effected without receipt of consideration by the Company, the number and kinds of shares of Capital Stock for which grants of Options and other Awards may be made under the Plan, including, without limitation, the Share Limit set forth in~~Section 4.1~~ ~~and the individual limits set forth inSection 6.2~~, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Exercise Price, as applicable. The conversion of any convertible securities of the Company shall not be treated as an

increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company's stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee shall, in such manner as the Board or the Committee deems appropriate, adjust (i) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (ii) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Exercise Price of outstanding Stock Appreciation Rights, as applicable, to reflect such distribution.

~~17.2 Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control~~.

~~Subject toSection 17.3~~, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price and SAR Exercise Price so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares of Stock remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares of Capital Stock subject to such Award or received by the Grantee as a result of the reorganization, merger, or consolidation. In the event of a transaction described in this~~Section 17.2~~, Performance Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock that a holder of the number of shares of Stock subject to the Performance Awards would have been entitled to receive immediately following such reorganization, merger, or consolidation.

~~17.3 Change in Control in which Awards are not Assumed~~.

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Award, to the extent not assumed or continued:

(i) Subject to clause (ii)(b) below, immediately prior to the occurrence of such Change in Control, in each case with the exception of any Performance Award, all outstanding shares of Restricted Stock and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares of Stock and/or cash subject to such Awards shall be delivered; and

~~(ii) Either or both of the following two (2) actions shall be taken:~~

~~(a)~~: At least fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or SAR during this fifteen (15)-day period shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before the consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause (b) below) as determined by the Committee

in its sole discretion. The Committee shall send notice of an event that shall result in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders.

~~(b)~~: The Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Capital Stock having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option or SAR, multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control exceeds (II) the Option Price or SAR Exercise Price applicable to such Options or SARs.

(iii) Performance Awards shall be deemed to have vested as to the greater of (a) vesting as though target performance has been achieved or (b) vesting based on pro rata actual performance as of a date reasonably proximal to the date of consummation of the Change in Control, as determined by the Committee in its sole discretion, where that level of performance thus determined shall be treated as achieved immediately prior to the consummation of the Change in Control. For purposes of the preceding sentence, if, based on the discretion of the Committee, actual performance is not determinable, the Performance Awards shall be treated as though target performance has been achieved. After application of this~~Section 17.3(iii), if any Awards arise from application of thisSection 17, such Awards shall be settled under the applicable provision ofSection 17.3(i)~~ ~~and(ii)~~.

~~(iv) Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement.~~

~~17.4 Change in Control in which Awards are Assumed~~.

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:

The Plan, Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards theretofore granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Awards theretofore granted, or for the substitution for such Awards for new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based awards relating to the Capital Stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.

~~17.5 Adjustments~~.

~~Adjustments under thisSection 17~~ related to shares of Stock or other Capital Stock of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee may provide in the Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in~~Sections 17.1, 17.2, 17.3~~ ~~and17.4. ThisSection 17~~ shall not limit the Committee's ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change in control events involving the Company that are not a Change in Control hereunder.

~~17.6 No Limitations on Company~~.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or to engage in any other transaction or activity.

~~18. GENERAL PROVISIONS~~

~~18.1 Disclaimer of Rights~~.

No provision in the Plan, any Award, or any Award Agreement shall be construed (i) to confer upon any Person the right to remain in the Service of the Company or an Affiliate, (ii) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any Person at any time, or (iii) to terminate any Service or other relationship between any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

~~18.2 Nonexclusivity of the Plan~~.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board or the Committee in their discretion determines desirable.

~~18.3 Withholding Taxes~~.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by Applicable Law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or the issuance of any shares of Stock or cash upon the exercise of, settlement of, or

otherwise with respect to, an Award. At the time of such vesting, lapse, exercise, settlement, or other payment, the Grantee shall pay in cash to the Company or such Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation;~~provided~~,~~however~~, that if there is a same day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day that the same day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligations shall be determined by the Company or an Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this~~Section 18.3~~ may satisfy his or her withholding obligations only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state, or local tax withholding requirements upon the exercise, vesting, lapse of restrictions applicable to such Award, or payment of shares of Stock pursuant to such Award, as applicable, cannot exceed such number of shares of Stock having a Fair Market Value equal to the maximum statutory tax rates applicable in the Grantee's jurisdiction; provided, that, such shares shall be rounded up to the nearest whole share of Stock to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America.

~~18.4 Captions~~.

~~The use of captions in this Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.~~

~~18.5 Other Provisions~~.

~~Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.~~

~~18.6 Number and Gender~~.

~~With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.~~

~~18.7 Severability~~.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

~~18.8 Governing Law~~.

The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

~~18.9 Section 409A of the Code~~.

The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding any provision of the Plan to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following the Grantee's Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee's Separation from Service (or the Grantee's death, if earlier).

Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction is not also a "change in the ownership or effective control of" the Company or "a change in the ownership of a substantial portion of the assets of" the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A.

Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee for such tax or penalty.

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areas. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted by the Internet or telephone must be received by 11:59 p.m., Eastern time, on May ~~13, 2020.~~3, 2023. Internet Go to www.envisionreports.com/WD or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/WD ~~Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q~~ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ~~q + 1. Election of Directors:~~ForAgainst AbstainForAgainst AbstainForAgainst Abstain+ 01 - ~~Alan J. Bowers 05~~Ellen D. Levy 04 - Dana L. Schmaltz 07 - Michael J. Warren 02 - ~~Ellen~~Michael D. ~~Levy 06~~Malone 05 - Howard W. Smith, III 08 - Donna C. Wells 03 - ~~Michael D. Malone 07~~John Rice 06 - William M. Walker 04 - John Rice 08 - Michael J. Warren Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. _____________________________________________________________________ For Against Abstain ForAgainst Abstain 2. Ratification2.Ratification of the appointment of the independent registered public accounting ~~firm. 3. Advisory~~firm ForAgainst Abstain 3.Advisory resolution to approve executive ~~compensation. 4. Approval of the adoption of the 2020 Equity Incentive Plan, which constitutes an amendment and restatement of the Walker & Dunlop, Inc. 2015 Equity Incentive Plan, as amended.~~compensation ForAgainst Abstain Change of Address — Please print new address ~~below. Comments~~below.Comments — Please print your comments below. NOTE: Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title. Date (mm/dd/yyyy) — Please print date ~~below. Signature~~below.Signature 1 — Please keep signature within the ~~box. Signature~~box.Signature 2 — Please keep signature within the box. ~~+ 1 U P X 037YHB C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~03ROMB 8 2 B ~~Non-Voting Items A Proposals — The Board of Directors recommend a vote “FOR” each Director Nominee, “FOR” proposal 2, “FOR” proposal 3 and “FOR” proposal 4. Annual Meeting Proxy Card~~

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