Document


Time						9:00 a.m., Pacific Time
Date						Wednesday, May 3, 2023
Place						The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/GHLD2023.
Purpose						1. To elect the three Class III directors listed in the accompanying proxy statement to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified; 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. To consider an advisory vote to approve executive compensation, which is commonly referred to as the “say-on-pay” vote; and 4. To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting.
Record Date						The Board of Directors has fixed the close of business on March 10, 2023 as the record date for determining stockholders entitled to notice of and to vote at the meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
Meeting Admission						All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/GHLD2023, you must enter the control number found on your Notice of Internet Availability of Proxy Materials, or the Notice, or if you receive a paper copy of the proxy materials, your proxy card or voting instruction form.
Availability of Proxy Materials						Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials via the Internet. The Company believes that this process will provide you with a convenient way to access the proxy materials, including the Company's proxy statement and 2022 Annual Report on Form 10-K, and authorize a proxy to vote your shares, while allowing the Company to reduce the costs of printing and distributing proxy materials, and reduces the environmental impact of delivering paper proxy materials.
How to Vote						YOUR VOTE IS VERY IMPORTANT. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting, however, we encourage you to submit your vote as soon as possible as instructed in the Notice, or if you receive a paper copy of the proxy materials, your proxy card or voting instruction form, regardless of whether you plan to attend the meeting virtually. Please note, however, that if your shares are held of record by a broker, bank, or other institution and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, or other institution. On or about March 23, 2023 the Company will mail to stockholders of record as of March 10, 2023 the Notice, which contains instructions on how to access the Company's proxy statement and 2022 Annual Report on Form 10-K and authorize a proxy to vote electronically via the Internet or by telephone. The Notice also contains instructions as to how you can receive a paper copy of the Company's proxy materials and authorize a proxy to vote by mail. In addition, the proxy statement and our 2022 Annual Report on Form 10-K are available at www.materials.proxyvote.com. We encourage you to vote your shares as soon as possible. Specific instructions for voting over the Internet, by mail or by telephone are included in the Notice, or if you receive a paper copy of your proxy materials, your proxy card or voting instruction form. If you attend the Annual Meeting online and vote electronically during the meeting, your vote will replace any earlier vote. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at our executive offices for any purpose germane to the Annual Meeting during normal business hours for a period of 10 days prior to the Annual Meeting.

The United States Securities and Exchange Commission (the “SEC”), has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit us to furnish proxy materials, including this proxy statement and our 2022 Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, we will mail to our stockholders as of the record date a Notice of Internet Availability of Proxy Materials (the "Notice"), which provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may authorize your proxy via the Internet or by telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice.

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, a total of 20,552,578 shares of our Class A Common Stock ("Class A Common Stock") and 40,333,019 shares of our Class B Common Stock ("Class B Common Stock" and together with our Class A Common Stock, our "Common Stock") were outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one vote on each matter to be voted upon. Each share of Class B Common Stock is entitled to 10 votes on each matter. Our Class A Common Stock and Class B Common Stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Please see below for further information regarding whether you are a shareholder of record or a beneficial owner as of the Record Date.

As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. Current New York Stock Exchange (“NYSE”) rules allow brokers to vote shares on certain “routine” matters for which their customers do not provide voting instructions. If you own shares in street name through a broker, bank, or other nominee, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (“fiscal year 2023”) is considered a “routine” matter on which your broker may use its discretion to vote your shares without your instructions. The election of the Class III directors and the advisory vote on executive compensation are not “routine” proposals; therefore, your broker will be unable to vote your shares if you do not instruct your broker how to vote. These un-voted shares are referred to as a “broker non-votes.” Broker non-votes will have no effect on the outcome of the votes on the election of the Class III directors or the advisory vote on executive compensation.

Business may not be conducted at the Annual Meeting unless a quorum is present. Under our Bylaws, the holders of a majority of the total voting power of all outstanding shares of our Common Stock entitled to vote in the election of directors, represented in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. On the Record Date, there were 20,552,578 shares of our Class A Common Stock and 40,333,019 shares of our Class B Common Stock outstanding and entitled to vote in the election of directors. If there are not sufficient shares present or represented by proxy at the Annual Meeting to constitute a quorum for approval of any matter to be voted upon, the Annual Meeting may be adjourned to permit further solicitation of proxies in order to achieve a quorum. Abstentions or withheld votes and broker non-votes are counted as shares present and entitled to vote for the purpose of determining whether a quorum is present.

This proposal, commonly referred to as the “say-on-pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our executive compensation philosophy, objectives, and program, as described in this proxy statement. Although this vote is advisory only, it will be considered approved based on the vote of the holders of a majority of the total voting power of shares of our Common Stock present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as an “Against” vote for Proposal 3. Broker non-votes will have no effect.

Gioia Messinger has served as a director since July 2022. Since 2012, Ms. Messinger has served as founder and principal of LinkedObjects, Inc., a strategic advisory services business focused on digital transformation. From 2004 to 2012, Ms. Messinger served as founder and chief executive officer of Avaak, Inc., now Arlo Technologies, a leading home security systems company. From 1989 to 2004, Ms. Messinger served as founder and president of SUMMIT Design Technologies, Inc., an engineering services firm. Ms. Messinger currently serves on the board of directors of One Stop Systems (NASDAQ:OSS), a provider of high-performance computing used for artificial intelligence (AI), Indyme Solutions, LLC, a provider of AI solutions for the world’s largest retailers, and CARI Health, Inc., a developer of innovative personalized healthcare solutions. She is a member of the dean’s council of advisors at the University of California San Diego, Jacobs School of Engineering, and is a member of the Latino Corporate Directors Association. Ms. Messinger obtained her master of business administration degree from the Paul Merage School of Business at the University of California, Irvine and bachelor of science and master of arts degrees in Electrical and Computer Engineering from the University of California, San Diego. She also has a certification in Systemic Cyber Risk Governance.

Mary Ann McGarry is our Chief Executive Officer and a director. Ms. McGarry has held these positions since August 2020, and she has served as Guild Mortgage Company’s Chief Executive Officer since December 2007. From 1988 and until the completion of the Company’s initial public offering in 2020, Ms. McGarry also served as a member of Guild Mortgage Company’s board of directors. Prior to becoming its Chief Executive Officer, she served in a number of leadership positions at Guild Mortgage Company, including as its President, Chief Financial Officer and Chief Operating Officer. Ms. McGarry joined Guild Mortgage Company in 1984 as an internal audit supervisor. Prior to joining Guild Mortgage Company, she worked as an accountant at Peat, Marwick, Mitchell & Co. Ms. McGarry currently serves as a member of the board of directors of the Mortgage Bankers Association, an association representing the real estate finance industry, and the Guild Giving Foundation, a non-profit organization, and a member of Fannie Mae’s advisory council. Ms. McGarry earned a Bachelor of Business Administration degree in accounting with a minor in computer science from the University of San Diego.

Michael (“Mike”) C. Meyer has served as a director since August 2020. From 2015 to October 2020, he served as the Chairperson of the board of directors of Guild Mortgage Company, and as a member of its board of directors from 2013 to October 2020. From 2013 until December 2020, Mr. Meyer served as an Operating Partner and as Portfolio Director for McCarthy Capital. From 1995 to 2014, Mr. Meyer served in a variety of finance and operational management executive positions at Tenaska, Inc., an energy company. From 1987 to 1995, he served at the U.S. Treasury Department in the Office of the Comptroller of the Currency as a National Bank Examiner. Mr. Meyer earned both a Bachelor of Science in business administration degree and a Master of Business Administration degree from Creighton University. He currently serves on the board of directors of Bridges Holding Company, an investment advisory firm; Bridges Trust Company, a Nebraska based trust services provider; and he previously served as Chairperson of the Board/Lead Independent Director of Bridges Investment Fund, a general equity fund.

Patrick J. Duffy has served as a director and as the Chairperson of the Board since August 2020. From 2018 and until October 2020, Mr. Duffy served as a member of the board of directors of Guild Mortgage Company. Mr. Duffy is the President and Managing Partner of McCarthy Partners Management, LLC, a registered investment adviser (together with its affiliates, predecessors and the various funds it manages, “McCarthy Capital”), which he joined in 2007. He serves as a director on the boards of various McCarthy Capital entities and portfolio companies including Altair Global Services, LLC, a global relocation services company, Boundless Enterprises, a franchisor of Scooters' Coffee drive-thru kiosks, Life Care Companies, LLC, a manager and developer of senior living communities, and ReAlign Insurance Holdings, LLC and certain of its subsidiaries. He also currently serves on the board of directors of the Children’s Scholarship Fund of Omaha and First National of Nebraska, Inc., a bank holding company. Mr. Duffy earned a Bachelor of Science degree from the Marshall School of Business, University of Southern California, and a juris doctor degree from Creighton University School of Law.

Terry L. Schmidt is our President and a director. Ms. Schmidt has held these positions since August 2020. As President, she oversees our finance, human resources, capital markets, and compliance departments. Ms. Schmidt served as Guild Mortgage Company’s President from January 2020 to October 2020, and as a member of its board of directors from 2006 to October 2020. Prior to serving as Guild Mortgage Company’s President, she served in a number of leadership positions at Guild Mortgage Company, including as Controller from 1991 to 1997 and as its Chief Financial Officer from 1997 to 2020. Ms. Schmidt joined Guild Mortgage Company in 1985, as a member of its internal audit department. She is currently a member of the California Mortgage Bankers Association, an association representing the California residential and commercial real estate finance industry, a member of the board of directors of the Guild Giving Foundation, a non-profit organization, and a member of the Mortgage Bankers Association, an association representing the real estate finance industry. Ms. Schmidt earned a Bachelor of Business Administration degree in accounting from the University of San Diego and is a certified mortgage banker.

Our Board consists of seven members. The Board has a flexible policy with respect to the combination or separation of the offices of Chairperson of the Board and Chief Executive Officer. Currently, Mr. Duffy serves as our Chairperson, and Ms. McGarry serves as our Chief Executive Officer. The Board believes that by having separate roles, the Chief Executive Officer is able to focus on the day-to-day business and affairs of the company and the Chairperson is able to focus on key strategic issues, board leadership and communication. In addition, the Company believes that having a separate Board Chairperson creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having a separate Board Chairperson can enhance the effectiveness of the Board as a whole. While our Board believes this leadership structure is currently in the best interests of the Company and its stockholders, the Board also recognizes that future circumstances could lead it to combine these roles.

Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates pursuant to a written charter that sets forth the purposes, goals, responsibilities and authority of the committee, as well as certain specific qualifications for committee membership and procedures for committee member appointment as well as reporting to the Board. The charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website, www.guildmortgage.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Typically, our Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Corporate Secretary. Our Compensation Committee meets regularly in executive session. However, from time to time, the Compensation Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding her compensation or performance. In addition, under the charter, the Compensation Committee has the authority to obtain, advice and assistance from compensation consultants and internal and external legal or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the compensation and oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration factors prescribed by the SEC and NYSE, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. During the past fiscal year and taking into consideration those factors prescribed by the SEC and NYSE, our Compensation Committee engaged Meridian Compensation Partners ("Meridian") as compensation consultants.

recommends to the independent members of the Board for determination and approval the compensation and other terms of employment of our Chief Executive Officer and evaluates the Chief Executive Officer's performance in light of relevant corporate performance goals and objectives. For all executives and directors as part of its deliberations, our Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, our stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of our Compensation Committee's compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

Our Nominating and Corporate Governance Committee uses a variety of methods to identify and evaluate director nominees. In its evaluation of director candidates, the Nominating and Corporate Governance Committee considers the current size and composition, organization, and governance of the Board and the needs of the Board and the respective committees of the Board, as well as a candidate’s potential conflicts of interest or other commitments. Some of the qualifications that the Nominating and Corporate Governance Committee considers include, without limitation, character, integrity, judgment, independence, diversity (including, but not limited to, with respect to race and gender), age, skills, education, expertise, corporate experience, length of service, understanding of the Company’s business, other commitments and the like. Members of the Board are expected to prepare for, attend, and participate in all Board and applicable committee meetings. The Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in the Company’s and its stockholders’ best interests.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Audit Committee responsibilities also include oversight of technology and information security/privacy risk management, and, to that end, the Audit Committee typically meets quarterly with both IT and business personnel responsible for cybersecurity risk management and receives periodic reports from our Chief Information Officer, as well as incidental reports as matters arise. Our Nominating and Corporate Governance Committee monitors the application of our corporate governance principles. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with management of the Company. The Audit Committee has discussed with our independent registered public accounting firm, KPMG LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding its communications with the Audit Committee concerning independence and has had discussions with KPMG LLP regarding the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that our audited financial statements be included in our 2022 Annual Report on Form 10-K for filing with the SEC.

This proposal, commonly referred to as the “say-on-pay” vote, provides our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and our executive compensation philosophy, objectives, and program, as described in the compensation tables and the related narrative disclosure contained in the section titled “Executive Officer and Director Compensation” contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are designed to align executive compensation with the Company’s business objectives and corporate performance, to be consistent with current market practices, and to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each named executive officer’s scope of experience, skills, knowledge, responsibility and accountability with the Company. Base salaries are reviewed annually, typically in connection with our annual performance review process, and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, experience and performance. Please see the “Salary” column of the Summary Compensation Table below for the base salary amounts received by each named executive officer in fiscal year 2022.

The Compensation Committee reviews and makes decisions with respect to all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. In making her recommendations, the Chief Executive Officer reviews various third-party compensation surveys and compensation data provided by the independent compensation consultant to the Compensation Committee, as described below. While the Chief Executive Officer discusses her recommendations with the Compensation Committee and the Board, she does not participate in the deliberations concerning, or the determination of, her own compensation. The Compensation Committee or the Board discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Board to make presentations, provide financial or other background information or advice, or otherwise participate in the Compensation Committee or Board meetings.

The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In fiscal year 2022, we retained Meridian as an independent compensation consultant to provide executive compensation consulting services to the Compensation Committee and assist it in reviewing our executive compensation programs, making compensation decisions for each of our executive officers, and ensuring that our compensation programs remain competitive in attracting and retaining talented executives. The compensation consultant reports directly to the Compensation Committee, which maintains the authority to direct its work and engagement. The compensation consultant interacts with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization.

The Compensation Committee considered whether the work of Meridian raised any conflict of interest, taking into account the following factors: (i) the amount of fees paid to the compensation consultant, as a percentage of the firm’s total revenue; (ii) the provision of other services to us by the compensation consultant; (iii) the compensation consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; (v) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with any of our executive officers or any members of the Compensation Committee; and (vi) any shares of our common stock owned by the compensation consultant or the individual compensation advisors employed by the firm. Based on these factors, the Compensation Committee concluded that the work of Meridian and the individual compensation advisors employed by Meridian did not create any conflict of interest.

Under the terms of her executive compensation agreement, upon Ms. McGarry’s termination of employment, Ms. McGarry is entitled to receive any incentive compensation earned by and payable to Ms. McGarry upon termination of employment and any other items earned by and owed to Ms. McGarry as of the termination of her employment in accordance with the policies and plans of Guild and applicable laws and, if the termination of employment is initiated by the Company or if ill-health prevents Ms. McGarry from performing all her responsibilities as Chief Executive Officer, subject to Ms. McGarry’s execution of a waiver and release in a form acceptable to the Company, severance compensation in the amount of Ms. McGarry’s base salary as of the effective date of her termination, to be paid in installments in accordance with Guild’s normal payroll practices for a period of one year after the last day of Ms. McGarry’s employment with the Company. The executive compensation agreement also includes a one-year post-termination employee no hire and employee non-solicitation covenant.

Under the terms of her executive compensation agreement, upon Ms. Schmidt’s termination of employment, Ms. Schmidt is entitled to receive any incentive compensation earned by and payable to Ms. Schmidt upon termination of employment and any other items earned by and owed to Ms. Schmidt as of the termination of her employment in accordance with the policies and plans of Guild and applicable laws and, if the termination of employment is initiated by the Company or if ill-health prevents Ms. Schmidt from performing all her responsibilities as President, subject to Ms. Schmidt’s execution of a waiver and release in a form acceptable to the Company severance compensation in the amount of Ms. Schmidt’s base salary, to be paid in installments in accordance with Guild’s normal payroll practices for a period of one year after the last day

Under the terms of his executive compensation agreement, upon Mr. Horn’s termination of employment, Mr. Horn is entitled to receive any incentive compensation earned by and payable to Mr. Horn upon termination of employment and any other items earned by and owed to Mr. Horn as of the termination of his employment in accordance with the policies and plans of Guild and applicable laws and, if the termination of employment is initiated by the Company or if ill-health prevents Mr. Horn from performing all his responsibilities as Executive Vice President, National Production Manager, subject to Mr. Horn’s execution of a waiver and release in a form acceptable to the Company, severance compensation in the amount of Mr. Horn’s base salary to be paid in installments in accordance with Guild’s normal payroll practices for a period of one year following termination of Mr. Horn’s employment with the Company. The executive compensation agreement also includes a one-year post-termination employee no hire and employee non-solicitation covenant.

(b) The equity awards adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Annual RSU Retainer. On an annual basis, each non-employee director will be eligible to receive an annual grant of a number of RSUs with a grant date value equal to $100,000 ($150,000 in the case of the Chairperson of our Board of Directors). RSUs will be granted on the date of our annual shareholder meeting and will vest, generally subject to continued service on the Board, on the date of the following year’s annual shareholder meeting. Non-employee directors who are appointed to serve on the Board of Directors outside of the annual meeting of shareholders are granted a pro-rated portion of the number of RSUs comprising the annual grant on the date of their appointment to the Board. All RSUs granted under the 2020 Omnibus Incentive Plan will become immediately vested in full upon a change in control of the Company, subject to the non-employee director's continued service to the Company through such date.

(2) This column shows the grant date fair value computed in accordance with generally accepted accounting principles in the United States. For each of the directors, except Ms. Messinger, the amounts represent RSUs calculated based on the number of shares granted multiplied by $8.60, the closing price per share of our Class A common stock on the date of grant. The amounts do not reflect the actual amounts that may be realized by the directors. For Ms. Marcon, the amount also includes a grant of 11,561 RSUs which represents RSUs calculated based on the number of shares granted multiplied by $8.65, the closing price per share of our Class A common stock on the date of grant at a grant date fair value of $100,000. For Ms. Messinger, the amounts represent a grant of 8,114 RSUs which represents RSUs calculated based on the number of shares granted multiplied by $10.40, the closing price per share of our Class A common stock on the date of grant at a grant date fair value of $84,384.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Class A Common Stock	Percent of Class		Amount and Nature of Beneficial Ownership of Class B Common Stock	Percent of Class		Combined Voting Power
5% Stockholders:
Entities Associated With McCarthy Partners, LLC(1) 1601 Dodge Street, Suite 3800, Omaha, Nebraska 68102	—	—	%	40,333,019	100	%	95.2	%
Adage Capital Partners, L.P.(2) 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116	1,161,253	5.7	%	—	—	%	*
Catherine Blocker(3)	1,169,265	5.7	%	—	—	%	*
Michael Rish(4)	1,107,429	5.4	%	—	—	%	*
Linda Scott(5)	1,233,517	6.0	%	—	—	%	*
Directors and Named Executive Officers
Junior Bryant(6)	26,081	*		—	—	%	*
Patrick J. Duffy(7)	46,525	*		40,333,019	100	%	95.2	%
Martha E. Marcon(6)	33,381	*		—	—	%	*
Mary Ann McGarry(8)	4,434,872	21.6	%	—	—	%	1.0	%
Mike Meyer(6)	33,381	*		—	—	%	*
Terry Schmidt(9)	2,415,641	11.8	%	—	—	%	*
Barry Horn(10)	114,047	*		—	—	%	*
All directors and executive officers as a group (9 persons)	7,306,472	35.6	%	40,333,019	100	%	96.9	%

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. We are delivering only one Notice of Internet Availability of Proxy Materials or other Annual Meeting materials to stockholders of record who share the same address unless they have notified us that they wish to continue receiving multiple copies. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive separate copies of proxy materials, please contact Broadridge at 1-866-540-7095 or Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders who wish to receive a separate set of proxy materials now should contact Broadridge at the same telephone number or mailing address and the materials will be delivered to you promptly upon your request.


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12


			Page
GENERAL INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			8
Information About Our Board			9
THE BOARD AND ITS COMMITTEES			10
Board Composition and Leadership Structure			10
Director Independence			10
Board Meetings and Attendance			11
Board Committees			11
The Board’s Role in Risk Oversight			14
Code of Business Conduct and Ethics			15
Insider Trading, Prohibition Against Pledging, and Anti-Hedging Policies			15
Communications with Our Board of Directors			15
AUDIT COMMITTEE REPORT			15
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022			16
Pre-Approval Policies and Procedures			16
Independent Registered Public Accounting Firm Fees			16
PROPOSAL 3 : ADVISORY VOTE ON EXECUTIVE COMPENSATIO N			16
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			17
Executive Officer Compensation			20
Director Compensation			25
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			27
Policies and Procedures Regarding Transactions with Related Parties			28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			28
Security Ownership of Certain Beneficial Owners and Management			29
HOUSEHOLDING OF PROXY MATERIALS			31
OTHER MATTERS			31


	Fiscal Year Ended December 31, 2022		Fiscal Year Ended December 31, 2021
Audit fees(1)	$	1,532,500	$	2,032,527
Audit-related fees(2)	—		160,000
Tax fees(3)	—		18,000
All other fees	—		—
Total fees	$	1,532,500	$	2,210,527


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Mr. Cooper Group Inc.			WSFS Financial Corporation
Hilltop Holdings Inc.			Trustmark Corporation
Finance of America Companies Inc.			First Interstate BancSystem, Inc.
South State Corporation			Northwest Bancshares, Inc.
Radian Group Inc.			Meta Financial Group, Inc.
Nelnet, Inc.			NMI Holdings, Inc.
MGIC Investment Corporation			Home Point Capital Inc.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation($)(3)	Total ($)
Mary Ann McGarry	2022	630,000	750,000	354,375	7,320	1,741,695
Chief Executive Officer	2021	600,000	—	2,362,500	268,405	3,230,905
Terry L. Schmidt	2022	550,000	750,000	257,813	7,320	1,565,133
President	2021	500,000	—	1,640,625	247,761	2,388,386
Barrett Horn	2022	500,000	100,000	343,750	7,320	951,070
Executive Vice President, National Production Manager	2021	500,000	—	2,278,192	161,774	2,939,966


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held Online at www.virtualshareholdermeeting.com/GHLD2023 at 9:00 a.m., Pacific Time, on May 3, 2023: The Proxy Statement and our 2022 Annual Report on Form 10-K are available at www.materials.proxyvote.com/


By order of the Board of Directors,
/s/ Bella Guerrero
Bella Guerrero, Secretary


Nominees	Age	Term Expires	Position(s) Held with the Company	Director Since
Class I		2024
Mary Ann McGarry	64		Chief Executive Officer and Director	2020
Michael C. Meyer	64		Director	2020
Class II		2025
Patrick J. Duffy	51		Chairperson	2020
Terry Schmidt	61		President and Director	2020
Class III		2023
Edward Bryant, Jr.	52		Director	2020
Martha E. Marcon	74		Director	2020
Gioia Messinger	61		Director	2022


Name	Number of shares or units of stock that have not vested (#)(1)(2)	Market value of shares or units of stock that have not vested ($)(3)
Mary Ann McGarry	188,650	1,903,479
Terry L. Schmidt	180,137	1,817,582
Barrett Horn	74,623	752,946


Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(4)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ("TSR")(5)		Net Income(6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2022	$	1,741,695	$	1,210,486	$	1,258,102	$	843,768	$	68	$	328,630,333
2021	$	3,230,905	$	2,840,898	$	2,664,176	$	2,369,104	$	94	$	283,781,087


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards(a)		Equity Award Adjustments(b)		Compensation Actually Paid to PEO
2022	$	1,741,695	$	(750,000)	$	218,791	$	1,210,486
2021	$	3,230,905	$	(261,445)	$	(128,562)	$	2,840,898


Year	Year End Fair Value of Equity Awards ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Total Equity Award Adjustments ($)
2022	$	815,464	$	(424,855)	$	(171,818)	$	218,791
2021	$	240,039	$	(368,601)	$	—	$	(128,562)


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs $		Average Reported Value of Equity Awards $		Average Equity Award Adjustments(a) $		Average Compensation Actually Paid to Non-PEO NEOs $
2022	$	1,258,102	$	(425,000)	$	10,666	$	843,768
2021	$	2,664,176	$	(197,808)	$	(97,264)	$	2,369,104


Year	Average Year End Fair Value of Equity Awards ($)		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Total Average Equity Award Adjustments ($)
2022	$	462,097	$	(321,436)	$	(129,995)	$	10,666
2021	$	181,611	$	(278,875)	$	—	$	(97,264)


Name	Fees earned or paid in cash ($)	Stock Awards ($)(2)	Total ($)
Junior Bryant	77,500	100,000	177,500
Patrick J. Duffy	82,500	150,000	232,500
Martha E. Marcon	80,000	200,000	280,000
Gioia Messinger(1)	33,750	84,384	118,134
Mike Meyer	80,000	100,000	180,000


Name						RSUs (#)
Junior Bryant						11,628
Patrick J. Duffy						17,442
Martha E. Marcon						23,189
Gioia Messinger						8,114
Mike Meyer						11,628


	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights ($) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	1,686,632	—	5,036,631
Equity compensation plans not approved by security holders	—	—	—
Total	1,686,632	—	5,036,631