Item 2.02. Results of Operations and Financial Condition.
On May 5, 2022, Walker & Dunlop, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2022. A copy of this press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 2.02.
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2022, the Board of Directors (the “Board”) of the Company appointed Stephen P. Theobald, currently the Company’s Executive Vice President and Chief Financial Officer, to the position of Executive Vice President and Chief Operating Officer, effective as of June 1, 2022. Also on May 4, 2022, the Board appointed Gregory A. Florkowski, currently the Executive Vice President, Business Development of Walker & Dunlop, LLC, the Company’s primary operating subsidiary, to the position of Executive Vice President and Chief Financial Officer, effective as of June 1, 2022.
Mr. Theobald, age 60, has served as the Company’s Executive Vice President and Chief Financial Officer since April 2013. He also served as the Company’s Treasurer from April 2013 to February 2018. From December 2010 to March 2013, Mr. Theobald served as the Executive Vice President and Chief Financial Officer of 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 (“KPMG”) 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 holds a Bachelor of Science in Business Administration in Accounting from the University of Notre Dame.
Mr. Florkowski, age 41, joined Walker & Dunlop, LLC in 2010 as its Senior Vice President and Controller and served in that capacity until his appointment in January 2019 as Senior Vice President, Business Development until he was promoted to Executive Vice President, Business Development in February 2020. Mr. Florkowski began his career at KPMG. In his role at KPMG, Mr. Florkowski worked as a senior manager in the assurance practice where he primarily served public companies in the financial services industry and non-public companies in financial services, private equity and specialty finance. Mr. Florkowski holds a Bachelor of Science in Accounting from Salisbury University.
Mr. Theobald and Mr. Florkowski have no transactions with the Company that require disclosure under Item 404(a) of Regulation S-K other than, for Mr. Theobald, his investments in funds managed by the Company’s registered investment adviser on the same terms and conditions offered to third-party investors, as disclosed in “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 18, 2022.
In connection with their new positions, the Company entered into an Amended and Restated Employment Agreement, dated May 4, 2022, with Mr. Theobald (the “Theobald Employment Agreement”) and an Amended and Restated Employment Agreement, dated May 4, 2022, with Mr. Florkowski (the “Florkowski Employment Agreement”).
The Theobald Employment Agreement is substantially the same as his previous agreement, which is included as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, except that Mr. Theobald’s target annual bonus was increased from 100% to 150% of base salary.
The Florkowski Employment Agreement provides for an initial base salary of $475,000, a target annual bonus of 100% of base salary, and grants of equity or equity-based awards under the Company’s equity compensation plans at the discretion of the Board.
In addition, the Florkowski Employment Agreement provides that Mr. Florkowski is entitled to receive a severance payment if the Company terminates his employment without cause or he resigns for good reason. The severance payment is equal to (i) continued payment by the Company of his base salary, as in effect as of the last day of employment, for a period of 12 months, (ii) continued payment for life and health insurance coverage for 12 months, to the same extent the Company paid for such coverage immediately prior to termination, (iii) two times the average annual bonus earned by the executive over the two calendar years preceding the year of termination (or if he has not been employed for two calendar years, payments equal to two times the target bonus for the year of
