UWMC UWM Holdings Corporation

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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UWM Holdings Corporation

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

		DATE AND TIME Wednesday, June 8, 2022 10:30 a.m., Eastern Time				LOCATION Our meeting will be held at our offices located at: UWM Main Campus – North Auditorium 585 S. Boulevard E, Pontiac, MI 48341.				RECORD DATE Stockholders of record at the close of business on April 14, 2022 are entitled to notice of, and to vote at, the meeting and any adjournment thereof.

Stockholders will also transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. These matters are more fully discussed in the accompanying proxy statement.

Whether or not you expect to attend the meeting, please vote using the Internet or by mail, in each case, by following the instructions in our proxy statement. Stockholders who execute a proxy may nevertheless attend the meeting, revoke their proxy and vote their shares during the meeting.

By Order of the Board of Directors

UWM HOLDINGS CORPORATION

Mat Ishbia

Chairman and CEO

VOTING METHODS

You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting over the Internet or by using a traditional proxy card.

		INTERNET Visit www. http://www.astproxyportal.com/ast/24859 and follow the instructions. You will need the 11-digit control number included on your proxy card, voter instruction form or Notice.				MAIL If you wish to vote by traditional proxy card, you can request a full set of materials at no charge through http://www.astproxyportal.com/ast/24859 or the phone number listed on the Notice.

LETTER FROM THE CHAIRMAN AND CEO

TABLE OF CONTENTS

PROXY SUMMARY

BUSINESS HIGHLIGHTS

Total originations of $226.5 billion in 2021, representing a 24% increase from the $182.5 billion originated in 2020.   Purchase originations of $87.3 billion in 2021, representing a 103% increase from the $42.9 billion originated in 2020.   Total Mortgage Servicing Rights (MSRs) portfolio, the unpaid principal balance of MSRs, increased to $319.8 billion, from $188.3 billion on December 31, 2020.   Net income of $1.6 billion in 2021, compared to $3.4 billion of net income in 2020.

MARKET AND PERFORMANCE HIGHLIGHTS

In 2021, the wholesale share of the overall mortgage market increased to 19%, while UWM was, for the seventh consecutive year, the largest wholesale mortgage lender in the U.S. by closed loan volume, with approximately 31% market share. Moreover, UWM’s share of the overall direct funded mortgage market grew to 6% from 5.7% in 2020.

SCALE, EFFICIENCY & SERVICE

In 2021, over 34,000 loan officers submitted at least one loan to UWM. We maintained an average application to clear-to-close time in 2021 of approximately 18 business days, compared to management’s estimate of the industry average of 46 calendar days (based on the December 2021 ICE Mortgage Technology Origination Insight Report). Additionally, our service levels remain unrivaled, represented by our 2021 average Net Promoter Score of 87.

34,000+		18 days		87
Submitting LOs		Application to Clear-to-Close		Average Client Net Promoter Score

ABOUT UWM

IMPORTANCE OF CULTURE

We are a company that feels more like a family. We are big believers that work can (and should) be fun. Working at UWM is about finding your passion and purpose while providing endless opportunities to develop a career in the mortgage industry. Along the way we take care of our team with perks that include sports leagues, dance parties, an arcade, a state-of-the-art gym and an in-house doctor’s office.

At the core of our culture is our value system, the UWM Pillars. These pillars are not just words, but something we live and breathe every day.

OUR IMPACT

CORPORATE RESPONSIBILITY

We believe in doing what is right and being the best at what we do. As a company we are always looking to improve, and we embolden all those who work with us to do the same.

OUR IMPACT

INVESTING IN TEAM MEMBERS

OUR IMPACT

TIMELINE

Shore Mortgage was founded in 1986 by Jeff Ishbia as a traditional retail mortgage lender, occupying a small storefront in a converted grocery store. United Wholesale Mortgage was established in 2001 as Shore Mortgage’s wholesale lending channel. In 2014, UWM went all in on the broker channel and became 100% wholesale focused. Now, 35 years after its founding, UWM is the #1 wholesale lender seven years running and is headquartered on a 200-acre campus in Pontiac, Michigan.

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board of Directors is presently comprised of nine members who are divided into three classes designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. We believe that the classified Board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year-to-year which provides stability in organization and experience. This continuity and stability are particularly important given the cyclical nature of the mortgage industry.

Our Board, current directors and classifications are as follows:

Each of the nominees for election to Class I is currently a member of the Board. If elected at the Annual Meeting, each of the nominees would serve for three years and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable to serve or for good cause will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the present Board. In such situation and in any other situation in which a nominee will not serve, the present Board may also (i) reduce the size of the Board or (ii) maintain the size of the Board and the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy or vote for just the remaining nominee or nominees, leaving a vacancy or vacancies that may be filled at a later date by the Board.

The names of the nominees for election as Class I directors at the Annual Meeting and of the incumbent Class II and Class III directors, and certain information about them, including their ages as of the Record Date, are included below.

PROPOSAL 1: ELECTION OF DIRECTORS

The table below sets forth, for each of our director nominees and our continuing directors, the diverse skills, experience and perspective that they bring to our Board and why our Board believes that the specific skill, experience or perspective is important to an effective Board.

SKILLS AND RELEVANCE TO UWMC

CEO EXPERIENCE Enhances the Board’s ability to manage risk and oversee operations

MORTGAGE INDUSTRY To provide insight and guidance on navigating and capitalizing on market dynamics in the mortgage industry

HUMAN RESOURCES/TALENT MANAGEMENT To understand and provide valuable insight into attracting, motivating, developing and retaining top talent and manage succession

ACCOUNTING/TREASURY Allow for effective oversight and understanding of financial reporting, financing transactions, complex acquisitions and internal controls

CORPORATE GOVERNANCE / OTHER PUBLIC COMPANY DIRECTORSHIP Supports our goals of strong Board and management accountability, transparency, effective oversight and good governance

GOVERNMENT RELATIONS AND REGULATORY Experience and understanding of the complex regulatory environment in which our business operates allow the Board the ability to evaluate and navigate the regulatory risks associated with the mortgage industry

STRATEGIC DEVELOPMENT/GROWTH Experience in understanding the challenges in a growing business allows the Board the ability to provide oversight for the associated risks and provide insight on opportunities

UNDERWRITING AND RISK MANAGEMENT Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and assist UWMC in managing the risks that it encounters

PROPOSAL 1: ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR

Class I Directors

Terms To Expire at the 2025 Annual Meeting

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE

Class II Directors

Terms Expire at the 2023 Annual Meeting

PROPOSAL 1: ELECTION OF DIRECTORS

Class III Directors

Terms Expire at the 2024 Annual Meeting

PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines, which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. These guidelines can be found under the Investor Relations – Governance section of our website at www.uwm.com, and such information is also available in print to any stockholder who requests it through our Investor Relations department. Highlights of our Corporate Governance Guidelines are described below:

BOARD LEADERSHIP STRUCTURE

Our Board does not have a policy requiring the positions of the Chairperson of the Board and Chief Executive Officer to be separate or held by the same individual. The Board believes that this determination should be based on circumstances existing from time to time, based on criteria that are in our best interests and the best interests of our stockholders, including the composition, skills and experience of the Board and its members, specific challenges faced by our business or the industry in which we operate and governance efficiency. Our Board has elected Mat Ishbia as Chairman of the Board because it believes that Mat Ishbia’s strategic vision for the business, his in-depth knowledge of UWM’s operations, and his experience serving as the Chairman and Chief Executive Officer of UWM make him well qualified to serve as both Chairman of the Board and Chief Executive Officer. Combining the roles of Chairman and Chief Executive Officer helps provide strong and consistent leadership for the management team and our Board.

CORPORATE GOVERNANCE

DETERMINATION OF INDEPENDENCE AND STATUS AS A “CONTROLLED COMPANY”

Independent Directors. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board determined that neither Ms. Czubak, Mr. Thomas nor Mr. Verdun has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as that term is defined under applicable NYSE listing requirements and rules. In making these determinations, our Board considered the current and prior business and personal activities that each non-employee director as they relate to us and our management and all other facts and circumstances our Board deemed relevant in determining their independence, including each non-employee director’s direct and beneficial ownership of our capital stock and the transactions involving them described in the section titled “Related Person Transactions.”

Controlled Company Exception. Because Mr. Mat Ishbia controls a majority of our outstanding combined voting power, we are a “controlled company” under the corporate governance rules for NYSE-listed companies. Under these rules, a company is a controlled company if more than 50% of the combined voting power for the election of directors is held by an individual, group or another company. A controlled company may elect not to comply with certain corporate governance requirements otherwise applicable to NYSE-listed companies, including the requirements that:

We have availed, and intend to continue to avail, ourselves of certain of these exemptions and, for so long as we qualify as a controlled company, we will maintain the option to utilize from time to time some or all of these exemptions. For example, our Compensation Committee does not consist entirely of independent directors, we do not have a nominating committee, and our director nominees are not selected (or recommended for selection by our Board) in a vote in which only independent directors participate. Therefore, for as long as we remain a “controlled company,” stockholders do not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.

Our Class D common stock has ten votes per share and our Class A common stock has one vote per share. Primarily by virtue of his role at SFS Corp., which holds all of our Class D common stock, Mr. Mat Ishbia is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock. Transfers by SFS Corp. of their Class B Units in UWM Holdings LLC and their stapled shares of Class D common stock will generally result in those shares converting into Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B Units in UWM Holdings LLC and their stapled shares of Class D common stock into Class A common stock will have the effect, over time, of decreasing the relative voting power of SFS Corp. If at any time we cease to be a “controlled company” under the rules of the NYSE, our Board will take all action necessary to comply with the applicable rules of the NYSE, including appointing a majority of independent directors to our Board and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Executive Sessions. The independent members of the Board generally meet in an executive session at each regularly scheduled meeting of the Board.

DIRECTOR NOMINATION PROCESS

As a controlled company, we do not use solely independent directors or a committee comprised solely of independent directors to evaluate director candidates and select or recommend director nominees for selection by our Board. The process followed by our Board to identify and evaluate director candidates may include requests to members of our Board and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of our Board. Our Board believes that it can adequately fulfill the functions of a nominating committee without having to appoint an additional committee to perform that function. The Board believes that not having a separate nominating committee saves the administrative expense that would be incurred in maintaining such a committee, saves time for directors who would serve on a nominating committee if it were established and is appropriate based on the voting and pecuniary ownership percentage held by SFS Corp. and our CEO. As there is no nominating committee, we do not have a nominating committee charter.

CORPORATE GOVERNANCE

Our Board has used an informal process to identify potential candidates for nomination as directors. Candidates for nomination have been recommended by an executive officer or director and considered by our Board. Generally, candidates have been known to one or more of our Board members. Our Board has not adopted specific minimum qualifications that it believes must be met by a person it recommends for nomination as a director. At least a majority of our independent directors participate in the consideration of director nominees. These directors are independent, as independence for nominating committee members is defined in the NYSE listing rules. However, so long as the Company continues to be a controlled company (within the meaning of NYSE listing rules), the Board may be guided by the recommendations of the Company’s majority stockholder, Mat Ishbia, as President of SFS Corp., in its nominating process. After discussion and evaluation of potential nominees, the full Board selects the director nominees. Although our Corporate Governance Guidelines provide our Board with the authority to retain a search firm to assist it in identifying director candidates, there has to date been no need to employ a search firm. Our Board does not evaluate potential nominees for director differently based on whether they are recommended to our Board by a stockholder.

Our Board will consider as potential nominees persons recommended by stockholders. Recommendations should be submitted to our Board in care of our Secretary, Adam Wolfe, at 585 S. Boulevard E, Pontiac, MI 48341. Each recommendation should include a personal biography of the suggested nominee, a description of the background or experience that qualifies the person for consideration, and a statement that the person has agreed to serve if nominated and elected.

Criteria and Diversity

Our Board recognizes its responsibility to ensure that nominees for our Board possess appropriate qualifications and reflect a reasonable diversity of skills, abilities, industry knowledge, personal and professional experience and personal characteristics. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to promote our strategic objectives and fulfill its responsibilities to our stockholders.

In evaluating candidates for nomination, our Board will consider the factors it believes to be appropriate, which would generally include the candidate’s independence, personal and professional integrity, business judgment, relevant experience and skills, including those related to the mortgage or financial institution industry, and potential to be an effective director in conjunction with the rest of our Board in collectively serving the long-term interests of our stockholders.

In considering whether to recommend any particular candidate for inclusion in the slate of recommended director nominees for our Board, our Board applies certain criteria as set forth in our Corporate Governance Guidelines. These criteria include the candidate’s independence under the NYSE listing standards and SEC rules, integrity, diversity with respect to race, ethnicity, gender, geography, financial skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to our Board, ability to contribute to our Board’s overall effectiveness, and the needs of our Board and its committees. Our Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. In evaluating any director candidate recommended by stockholders, our Board will apply the same criteria and adhere to the same policies and procedures applicable to the evaluation of candidates proposed by members of our Board or by a stockholder.

Our Board believes that diversity, including differences in backgrounds, qualifications, and personal characteristics, as well as gender and racial diversity, is important to the effectiveness of its oversight of the Company and that its membership should reflect a diversity of personal characteristics. Our Board is committed to this policy of inclusiveness and will therefore continue to take reasonable steps to ensure that our Board continues to consider gender diversity and racial diversity in its consideration of nominees. Currently, three (3) of our nine (9) directors are women.

The director biographies on pages 8 – 12 indicate each director’s experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve as a member of our Board. Our Board believes that each director has had substantial achievement in his or her professional and personal pursuits and possesses the background, talents and experience that our Board desires and that will contribute to the best interests of our company and to long-term stockholder value.

BOARD AND COMMITTEE SELF-EVALUATION

Our Board is committed to continual corporate governance improvement, and the Board and each committee annually conduct a self-evaluation to review and assess the overall effectiveness of the Board and each committee, including with respect to strategic oversight, board structure and operation, interactions with and evaluation of management, governance policies and committee structure and composition. Committee self-assessments of performance are shared with the full Board. The Board also reviews the Corporate Governance Guidelines each year in light of changing conditions and stockholders’ interests and recommends appropriate changes for consideration and approval. Matters with respect to board composition, the nomination of directors, board processes and topics

CORPORATE GOVERNANCE

addressed at board and committee sessions are also considered part of our self-assessment process. As appropriate, these assessments result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.

RISK MANAGEMENT

Board Role in Management of Risk

Our Board has overall responsibility for risk oversight. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks but also understanding what level of risk is appropriate for that company. The involvement of the Board in reviewing business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.

While the full Board has overall responsibility for risk oversight, the Board has delegated oversight responsibility related to certain risks to the Audit Committee and the Compensation Committee.

BOARD MEETINGS

During 2021, the Board of Directors held a total of 5 meetings. Each of our director nominees and continuing directors attended all of the Board meetings and meetings of the Committees on which they served during 2021. Director attendance is not required at annual meetings of stockholders.

BOARD COMMITTEES

The Board has two standing Committees: the Audit Committee and the Compensation Committee. Copies of the Committee charters of the Audit Committee and the Compensation Committee setting forth the respective responsibilities of the Committees can be found under the Investor Relations – Governance section of our website at www.uwm.com, and such information is also available in print to any stockholder who requests it through our Investor Relations department. Each of the Committees reviews, and revises if necessary, its respective charter not less than annually.

AUDIT COMMITTEE

Number of Meetings in 2021: 5

Responsibilities. The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements, including:

CORPORATE GOVERNANCE

Independence and Financial Expertise. Our audit committee consists of Kelly Czubak, Isiah Thomas and Robert Verdun, each of whom qualify as independent directors according to the rules and regulations of the SEC and NYSE with respect to audit committee membership. In addition, all of the audit committee members meet the requirements for financial literacy under applicable SEC and NYSE rules and Robert Verdun qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

COMPENSATION COMMITTEE

Number of Meetings in 2021: 1

Responsibilities. The Compensation Committee establishes salaries, incentives and other forms of compensation for each of our executive officers, other than our CEO. As our CEO is currently a member of the Compensation Committee, the Committee created a Sub-Committee consisting of the two independent directors on the Compensation Committee to establish and approve all compensation for our CEO.

Role of Management and Delegation of Authority. As more fully discussed under “Compensation Discussion and Analysis,” because we are a controlled company, we have elected to have our CEO, who is also the control person of our controlling shareholder, serve as a member of the Compensation Committee. At the beginning of each year, our CEO provides the Compensation Committee with (1) recommendations regarding base salary levels for the upcoming year for each named executive officer (“NEO”), (2) recommendations regarding the company-wide Captains Annual Bonus Plan metrics and performance levels for the upcoming year as well as the target for each named executive officer, and (3) recommendations regarding the Long-Term Incentive Plan (“LTIP”) participation percentage for each named executive officer. At the end of the year, our Compensation Committee determines the extent to which the Captain’s Plan metrics were met and the extent to which the LTIP metric was met. The full Compensation Committee approves the salaries, targets and payouts for all named executive officers, other than the CEO, and the Compensation Committee Sub-Committee approves the salary and Captain’s Plan target of the CEO. In addition, the Compensation Committee, upon recommendation of the CEO, approves all

CORPORATE GOVERNANCE

equity awards granted to the named executive officers. The CEO has not participated in the LTIP nor has he received equity awards. The Compensation Committee may delegate to the CEO or to UWMC’s management the authority to administer incentive compensation and benefit plans provided for employees, as it deems appropriate and to the extent permitted by applicable laws, rules, regulations and NYSE Listing Standards.

Compensation Committee Interlocks and Insider Participation. During 2021, Ms. Czubak, Mr. Verdun and Mr. Mat Ishbia, our Chairman and CEO, served on our Compensation Committee. None of our executive officers currently serve, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any other entity that has one or more executive officers on our compensation committee or the Board.

Compensation Risk Analysis. We have reviewed our team member compensation policies, plans and practices to determine if they create incentives or otherwise encourage behavior that is reasonably likely to have a material adverse effect on us. Based on such review, we have concluded that there are no unmitigated risks created by our compensation policies, plans and practices that create incentives or encourage behavior that is reasonably likely to have a material adverse effect on us.

CODE OF ETHICS/INSIDER TRADING AND ANTI-HEDGING

The Board of Directors has adopted our Code of Ethics for Senior Financial Officers (“Code of Ethics”), our Code of Conduct for Directors, Officers and Employees (“Code of Conduct”) and our Statement of Policies and Procedures Governing Stock Trading in General and the Prevention of Insider Trading (“Insider Trading Policy”), each of which we periodically revise to reflect best corporate governance practices and changes in applicable rules.

Code of Ethics. Our Board adopted a Code of Ethics applicable to our directors, executive officers and team members that complies with the rules and regulations of the NYSE and the SEC. The Code of Ethics is available on our website. In addition, we intend to post on the Corporate Governance section of our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Code of Conduct. Our Code of Conduct requires directors, officers and all other employees to conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest. Our Code of Conduct generally requires (1) officers and directors to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to the Chief Legal Officer and (2) employees to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to their immediate supervisor. The Chief Legal Counsel will determine if any such outside activities, financial interests or relationships constitute a conflict of interest and/or a related person transaction on a case-by-case basis and will promptly disclose such activities, interests or relationships to the appropriate Committee for their review and appropriate action, if necessary.

Insider Trading and Anti-Hedging Policy. Our Insider Trading Policy prohibits all directors, officers and employees from engaging in transactions in our common stock while in possession of material non-public information and restricts directors, officers and other “designated insiders” from engaging in most transactions involving our Class A common stock during periods, that we have determined, that those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings, such as zero-cost collars and forward sale contracts. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Class A common stock or transactions involving trading activities that by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options.

CORPORATE GOVERNANCE

RELATED PARTY APPROVAL PROCESS AND TRANSACTIONS

Policies and Procedures for Related Party Transactions

Under our related party transaction policy, our Audit Committee is responsible for prior approval of transactions between us and any related person. Under the policy, a “related person” is a person who is, or at any time since the beginning of our last fiscal year was, (i) a director, or executive officer of ours, his or her immediate family members, any individual (other than tenants and employees) who shares that person’s home, or any entity that any of them controls or in which any of them has a substantial beneficial ownership interest; or (ii) any person who is the beneficial owner of more than 5% of our voting securities or a member of such person’s immediate family.

Related Party Transactions

Campus Related Leases and Related Expenses. UWM’s corporate campus, including the UWM Sports Complex, is located in buildings and utilizes land that is owned by entities controlled by Jeffrey A. Ishbia, UWM’s founder, and Mat Ishbia, its Chief Executive Officer. The land and facility is leased to UWM pursuant to multiple separate leases. These leases have maturity dates that range from 2027 through 2037 and provide UWM with options to extend the respective terms. Pursuant to the terms of these leases, UWM is responsible for capital expenditures for improvements that are requested by, or for the benefit of, UWM as tenant. These capital expenditures are all paid to unrelated third-party contractors. During 2021, UWM incurred $19.8 million in lease expenses under these leases of the office space and parking lots.

Legal Fees. The law firm of Ishbia & Gagleard, P.C., has represented UWM throughout its history. Mr. Jeffrey A. Ishbia, a UWM director, is a partner in this law firm. The Audit Committee believes that the historical knowledge, as well as the firm’s expertise, warrants continued use of the firm. During the year ended December 31, 2021, UWM incurred $0.6 million in legal fees for legal services provided by this firm.

Aircraft Usage. Since December 4, 2018, UWM has leased various aircraft owned by entities controlled by Mat Ishbia. UWM uses the aircraft primarily to facilitate the travel of its executives for corporate purposes related to its business, including travel to and from its clients and regulators, which are located throughout the country. Commencing in 2021, we pay the legal entity that owns the aircraft an hourly rate to use the aircraft for business purposes and separately engage pilots and ancillary services from unrelated third-parties. Our NEOs (other than the CEO) may, from time to time, be authorized by the CEO to use the aircraft for personal trips, and the cost of such flights are included in the officer’s respective “All Other Compensation”. During 2021, we paid an aggregate of $10.9 million for aircraft usage to entities owned by Mat Ishbia.

Loan Appraisal Services. In the normal course of the mortgage process, borrowers and UWM engage a number of mortgage appraisal companies. UWM has incurred expenses relating to home appraisal contracting and review services provided by a home appraisal management company owned by Justin Ishbia. In addition, UWM also incurred expenses related to a home appraisal management company that was partially owned by Mat Ishbia. Mat Ishbia disposed of his interest in this company on March 31, 2021. Alex Elezaj, one of our executives and a member of our Board of Directors, was formerly on the board of directors of the home appraisal company in which Mat Ishbia had an ownership interest. During the year ended December 31, 2021, UWM incurred $0.2 million of expenses to these companies. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve-month periods unless sooner terminated by UWM upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as UWM’s other agreements for such services.

Employee Lease Agreements. Our team members provide certain administrative services from time to time to entities controlled by Mat Ishbia and Jeffrey Ishbia in exchange for fees paid by those entities to UWM. During the year ended December 31, 2021, UWM earned an aggregate of $303,000 of fees arising as a result of these services.

CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

Non-Employee Directors

The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following:

Cash Retainer and Fees Paid in Cash. For 2021, non-employee directors were each entitled to receive an annual retainer of $120,000 plus an additional $3,000 per Board meeting.

Initial Equity Grant. Upon their appointment to the Board, each non-employee director received a one-time grant of 1,000 shares of stock which was immediately vested on the day of grant.

Annual Equity Grant. At each annual meeting, non-employee directors will receive an equity grant in the form of restricted stock units. As the 2022 Annual Meeting will be our first annual meeting since the consummation of the Business Combination, we expect our Board to approve an equity award at such time.

Non-Management Director

Mr. Jeff Ishbia, our founder, continues to serve as a non-management employee of United Wholesale Mortgage, our operating subsidiary. Mr. Jeff Ishbia serves as an advisor to our CEO. In this role, Mr. Jeff Ishbia receives a base salary of $390,000, a target opportunity of $1.0 million under the Captains Annual Bonus Plan and is eligible to participate in all other health and welfare benefits offered to our employees, including a 401(k) match of $2,500. Mr. Jeff Ishbia did not receive an equity award in 2021.

The table below sets forth the compensation of our directors in 2021, excluding Mat Ishbia, Alex Elezaj, Laura Lawson and Melinda Wilner, whose compensation is covered in the Summary Compensation Table for Fiscal 2021.

EXECUTIVE OFFICERS

Set forth below is certain information relating to our current executive officers.

Mat Ishbia currently serves as the Chief Executive Officer of UWM Holdings Corporation and as a Class I member and Chairman of our Board. Mat Ishbia has served as UWM’s Chief Executive Officer since June 2013. Mr. Ishbia joined UWM on a full-time basis in 2003 as an Account Executive and since then has held several positions of increasing responsibility leading up to his current role, including National Sales Manager and Executive Vice President, Wholesale. Under Mr. Ishbia’s leadership, UWM has become one of the most innovative lenders in the industry growing to an approximately 8,000 person team. Mr. Ishbia is a prominent advocate for mortgage brokers nationwide and regularly promotes the wholesale channel on national platforms such as CNBC, Fox Business and Bloomberg TV. He has been named one of the “Most Influential Mortgage Professionals Under 40” and one of the “25 Most Connected Mortgage Professionals” by National Mortgage Professional magazine. Additional accolades include being named a “Rising Star” and Vanguard Award winner by HousingWire. In 2019, Mr. Ishbia authored the book Running the Corporate Offense, applying lessons he learned playing basketball for Michigan State University coach Tom Izzo to running a highly successful business. Mat Ishbia earned his bachelor’s degree from Michigan State University.

Tim Forrester currently serves as the Executive Vice President, Chief Financial Officer of UWM Holdings Corporation. Mr. Forrester has served as Executive Vice President and Chief Financial Officer of UWM since September 2012. Prior to joining UWM, Mr. Forrester was an industry consultant from 2009 to 2011, serving a variety of large banks, valuation firms, and government-sponsored agencies, as well as providing litigation support. Prior to that, Mr. Forrester served as an Audit and Accounting partner in Audit as well as the Capital Markets Group at Deloitte & Touche USA LLP. He was at Deloitte & Touche USA LLP from 1990 to 2008. While at Deloitte & Touche USA LLP, Mr. Forrester led the firm’s national mortgage banking audit practice from 2002 to 2008 and was co-lead of the firm’s lending and leasing practice from 2002 to 2006. Mr. Forrester holds a B.A. in accounting from Michigan State University.

Melinda Wilner currently serves as the Executive Vice President and Chief Operating Officer of UWM Holdings Corporation and as a Class III member of our Board. Ms. Wilner has served as Executive Vice President and Chief Operating Officer of UWM since August 2015. From October 2011 until August 2015, Ms. Wilner served in multiple roles at UWM, including Head of Underwriting and Underwriting Manager. Prior to joining UWM, Ms. Wilner served as a Mortgage Branch Manager and Underwriter for Bank of Ann Arbor’s Wholesale Division from February 2009 to October 2011. Ms. Wilner holds a B.A. in economics from Vanderbilt University.

Alex Elezaj currently serves as the Executive Vice President, Chief Strategy Officer of UWM Holdings Corporation and as a Class I member of our Board. Mr. Elezaj has served as Executive Vice President and Chief Strategy Officer of UWM since April 2018. Prior to joining UWM, Mr. Elezaj served as Chief Executive Officer of Class Appraisal, Inc., an appraisal management company, from April 2015 to April 2018. From December 2010 to March 2015, Mr. Elezaj served as Chief Operating Officer of Whitlam Group, a labeling and packaging solutions company, and as Vice President of Sales and Marketing from June 2008 to December 2010. Prior to joining Whitlam Group, Mr. Elezaj served as Group Manager at Takata Corporation, an automotive parts company. Mr. Elezaj holds an MBA from Michigan State University and a BBA from Walsh College.

Laura Lawson currently serves as the Executive Vice President, Chief People Officer of UWM Holdings Corporation and as a Class II member of our Board. Ms. Lawson has served as Executive Vice President and Chief People Officer of UWM since August 2014. From July 2011 until August 2014, Ms. Lawson served in various roles in the Marketing Department at UWM. Prior to joining UWM, Ms. Lawson served as Staff Supervisor at Taubman Company, a real estate company, from May 2009 to July 2010. Ms. Lawson holds a B.A. in advertising from Michigan State University.

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

For 2021, our named executive officers, or NEOs, are those executive officers listed below:

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Compensation Committee believes that the caliber and motivation of all of our employees, and especially our executive leadership, are essential to UWM’s performance. The Compensation Committee believes our management compensation programs contribute to our ability to differentiate our performance from others in the marketplace and thereby deliver stockholders superior value. Moreover, we believe that UWM’s overall executive compensation philosophy and programs are market competitive, performance-based and stockholder aligned. The three principles of our compensation philosophy are as follows:

These three principles are the basis of the compensation structure for our executive officers. Specifically, our compensation structure is designed to:

The overall level of total compensation for our named executive officers as described herein is intended to be reasonable and competitive, taking into account factors such as the individual’s experience, performance, duties and scope of responsibilities, prior contributions and future potential contributions to our business. With these principles in mind, we structured our compensation program to offer competitive total pay packages that we believe enables us to retain and motivate executives with the requisite skill and knowledge and to ensure the stability of our management team, which is vital to the success of our business.

Our Executive Compensation Program Rewards Performance

The core of our executive compensation philosophy is that our executives’ pay should be at risk and linked to the performance of those metrics that we believe will provide long-term growth for UWM. Accordingly, our executives’ compensation is heavily weighted toward compensation that is performance-based. The compensation of our named executive officers, or NEOs, for 2021 reflects this commitment. For 2021, 91% of our CEO’s target total direct compensation and an average of 87% of our other NEOs’ target total direct compensation was performance-based or equity-based.

COMPENSATION DISCUSSION AND ANALYSIS

Based on his current beneficial ownership of UWM, we do not provide currently Mr. Ishbia with additional equity as a component of his compensation program. The Sub-Committee of the Compensation Committee, which makes all decisions with respect to the CEO’s compensation, believes that as the majority shareholder of UWMC. Mr. Ishbia’s interests are fully aligned with those of the other stockholders.

Our Financial Metrics are Aligned with Long-Term Growth

Our executive compensation plan (other than with respect to equity compensation) was originally developed when we were a private company and reflects our commitment to rewarding executives for making decisions that position UWM for long-term sustainable growth. We intend to continue this compensation structure now that we are public as we believe that the program provides an appropriate balance between operational metrics that all team members can impact and that are aligned with successfully implementing our long-term growth strategy and financial metrics, rewarding executives upon the achievement of annual results. We believe that people achieve what is measured and therefore our Captains Plan rewards the operational metrics that align with our Six Core Pillars. For each goal, there is a measurable metric which is set at the beginning of the year and apply to all Captains that participate in the Captains Plan Program.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION SETTING PROCESS

Role of the Compensation Committee

Our executive compensation program for 2021 was primarily set by Mr. Mat Ishbia, CEO of our controlling shareholder prior to consummation of our Business Combination in January 2021. However, commencing in January 2021 our Compensation Committee is responsible for establishing and overseeing our compensation philosophy and for setting our executive compensation and benefits policies and programs generally. As discussed above under the responsibilities of the Compensation Committee on page 17, due to the fact that our CEO, Mr. Mat Ishbia, is a member of the Compensation Committee, the Compensation Committee has established a sub-committee which comprised of the two independent directors (the “Compensation Committee Sub-Committee”) to oversee and make all decisions with respect to the CEO’s compensation.

In formulating our executive compensation packages, the Compensation Committee does not benchmark to a particular industry or group of companies, but it draws information from the general experience of UWM and our Compensation Committee members. As discussed above under the responsibilities of the Compensation Committee on page 17, the Compensation Committee has authority to retain compensation consultants, outside legal counsel and other advisors as it deems appropriate to assist in fulfilling its responsibilities. However, during 2021, the Compensation Committee did not have a compensation consultant.

Establishing Program Design and Evaluating Performance

Annually, our CEO provides the Compensation Committee a performance assessment for each named executive officer, including himself, and a compensation recommendation for each named executive officer. The performance assessment includes an analysis of UWM’s performance against each of its quantitative metrics and an evaluation of the contributions of each NEO to such performance. On the basis of this evaluation, our CEO provides the Compensation Committee recommendations regarding base salary levels for the upcoming year, target bonus for the Captain’s Plan for the upcoming year, participation percentage for the LTIP for the upcoming year and any equity awards. In addition, the CEO offers his proposal for the performance metrics, relative weightings and performance levels, including threshold, target and maximum, for our Captain’s Plan.

Consideration of Stockholder Advisory Vote

Going forward, as part of its compensation setting process, the Compensation Committee will review the results of the prior year’s shareholder advisory vote. The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages of our NEOs.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION COMPONENTS

To achieve its compensation philosophy and objectives, the Compensation Committee has utilized four components of total direct compensation (“TDC”): (1) base salary, (2) an annual cash incentive award plan (the “Captains Annual Bonus Plan”) in which all Captains in UWM were able to earn a bonus based on company-wide annual operational goals, (3) a long-term cash incentive plan (“LTIP”) in which senior executives participate in a pool funded from UWM’s net income, and (4) equity awards. As discussed further below, each element of our 2021 compensation program is intended to encourage and foster the following results and behaviors.

We designed our compensation program to provide executives the appropriate incentives to pursue quality long-term growth without encouraging inappropriate risk taking. As discussed below, under our program, our Captains Annual Bonus Plan and our LTIP opportunities are capped for each of our NEOs. Our equity-based incentive compensation component consists of restricted stock units.

BASE SALARIES

Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element for attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full-time business attention to our company. Each executive’s base salary is designed to provide the executive with a fixed amount of annual compensation that is competitive with the marketplace.

COMPENSATION DISCUSSION AND ANALYSIS

How base salaries are determined. Commencing for 2022, the Compensation Committee at the beginning of the year will review our CEO’s salary recommendations for each NEO (including himself), and then establish the salaries for such year through Compensation Committee deliberations. In setting the base salaries for the NEOs, a number of factors will be considered, including the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting UWMC at the time of the evaluation.

2021 Base Salary Decisions. Annual base salary decisions for 2021 were made prior to the consummation of our Business Combination; consequently, these decisions were made by our CEO. In late 2020, our CEO approved an increase in the 2021 base salaries of each NEO, other than himself, in recognition of each of their exemplary performances and internal equity considerations. There was no change to the base salary of our CEO in 2021. The table below sets forth the 2021 base salary of each of our NEOs and the percentage increase from 2020.

ANNUAL INCENTIVE COMPENSATION – CAPTAINS ANNUAL BONUS PLAN

Captains Annual Bonus Plan Design

Why the Captains Annual Bonus Plan is Important? Our Captains Annual Bonus Plan is an integral component of our compensation program. Approximately 800 of our team members who have been selected to be Captains of a team, including each of our NEOs, participate in the Captains Annual Bonus Plan. The Compensation Committee believes that the Captains Annual Bonus Plan encourages all Captains, including all of our NEOs, to focus on those annual operational performance metrics that will be the basis of long-term growth. Prior to being public, our CEO annually reviewed and revised, and now our Compensation Committee will annually review and revise if necessary, the appropriateness of each of the performance metrics, their correlation to UWMC’s overall growth strategy and the impact of such performance metrics on long-term stockholder value. The goal of the Captains Annual Bonus Plan is to align incentives across the company, encouraging collaboration across teams and emphasizing synergy to achieve corporate goals.

How the Captains Annual Bonus Plan awards are determined. The Captains Annual Bonus Plan awards in 2021 were determined in four steps:

How performance is measured. All of the performance metrics in the Captains Annual Bonus Plan are equally weighted. The performance level set for each operational metric ranges from a threshold level of performance, below which there is no payout to a maximum level of performance, at and above which there is a 150% payout. Threshold performance level is set slightly below the prior year’s actual results, target is set assuming improvement as compared to prior year’s actual results and maximum is set assuming material improvement as compared to prior year’s results. At the end of each year, performance in each metric is measured and an overall achievement percentage is determined, which will determine the payout for each NEO.

COMPENSATION DISCUSSION AND ANALYSIS

2021 Captains Annual Bonus Plan Decisions

Bonus Opportunity. For 2021, the CEO determined the Captains Bonus target bonus for each NEO, other than himself, while the former Chairman, Mr. Jeff Ishbia, determined the Captains Bonus opportunity for Mr. Mat Ishbia. For 2021, the target bonus of each of our NEOs was increased, reflecting the exemplary performance in the prior year and the additional responsibilities associated with UWMC transition to a public company. The increases ranged from 5% to 10% and are set forth in the “Grants of Plan Based Awards” table below.

Performance Metrics and 2021 Performance. For 2021, the CEO selected company-wide performance metrics that he believed would drive long-term growth. The table below sets forth the category of the operational metrics selected for the Captains Annual Bonus Plan and the performance achieved during 2021. Each metric was quantifiable and objective and the Compensation Committee reviewed performance against the specific metric without exercising discretion.

2021 Payouts. At the end of 2021, the Compensation Committee reviewed each of the performance metrics, the performance level achieved and determined that the Captains bonuses had been met at approximately 83% for all of our participating Captains, including each of our NEOs. The table below sets forth the target bonus and the amount of Captains Annual Bonus Plan bonus received by each NEO.

LONG TERM INCENTIVE PLAN

LTIP Plan Design

Why the LTIP Plan is Important? Our Long-Term Incentive Plan provides our senior executives the ability to participate in annual financial results and promotes long-term decision making.

How the LTIP awards are determined. The LTIP is funded as a pool equal to 3% of UWM’s net income, subject to a cap of $1.0 billion in net income. Each participating senior executive, including each NEO (other than the CEO) is awarded the opportunity to

COMPENSATION DISCUSSION AND ANALYSIS

share in the pool for a specific percentage based on their responsibilities and contributions to the company. While the LTIP pool and the participant share is set at the beginning of the year, the Compensation Committee maintains complete discretion to adjust the aggregate pool and/or individual percentage upwards or downwards as deemed appropriate. The Compensation Committee recognizes that the efforts of executives may not be adequately rewarded for taking those steps that will provide a foundation for significantly improved long-term performance of the Company, if those steps negatively affect annual operating results, and therefore annual cash incentive awards. Once earned, in order to serve as a retention tool, the LTIP payout with respect to any year is paid in four equal annual installments commencing in the third quarter following the performance year, provided that the executive is employed on the payment date.

2021 LTIP Decisions

Participant Share and 2021 Performance. For 2021, our CEO set the participant share for each of the NEOs. These amounts are set forth below in the “Grant of Plan Based Awards” table. Based on UWM’s financial performance of $1.6 billion of net income during 2021, the LTIP was funded at its full amount of $30.0 million and each NEO received his or her full participant share. These amounts will be paid out during the third quarter of 2022, 2023, 2024 and 2025 provided that the NEO continues to be employed by us on such dates.

EQUITY-BASED COMPENSATION

Why we pay equity-based compensation. We believe that awarding equity to our team members creates an ownership mentality and aligns team members interests with stockholders. Shortly after the consummation of the Business Combination and our listing on the NYSE we awarded equity to each team member that was employed by UWM on the day that we consummated the Business Combination. The Compensation Committee believes that equity awards incentivize and reward team members for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in stockholder value, all of which are essential to our ongoing success. The Compensation Committee expects to further develop an equity program in the future as part of its long-term incentive compensation.

2021 Equity Awards. For 2021, each team member who was employed on the day that we consummated the Business Combination received an award of equity based on his or her tenure with UWM and his or her level of responsibility. Equity awards were granted in the form of Service-based restricted stock units that vest 33%, 33% and 34% in February 2022, 2023 and 2023, respectively. The amount of RSUs received by each NEO (other than the CEO) is set forth below in the “Grants of Plan Based Awards” table.

EMPLOYEE BENEFITS AND PERQUISITES

We provide a number of benefit plans to all eligible team members, including our named executive officers. These benefits include programs such as medical, dental, life insurance, business travel accident insurance, short- and long-term disability coverage, a 401(k) defined contribution plan and for certain executives concierge health insurance. In addition, we provide our CEO security arrangements and permit certain of our executive officers to use the business aircraft for personal use.

While perquisites help to provide our named executive officers a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances that we believe are appropriate to assist an executive in the performance of his or her duties, to make our named executive officers more efficient and effective or for recruitment, motivation and/or retention purposes.

SEVERANCE AND CHANGE IN CONTROL BENEFITS

We currently have an employment agreement only with our CFO, Tim Forrester (the “CFO Employment Agreement”). The CFO Employment Agreement sets forth the base salary, annual bonus minimum, perquisites to be received as well as contains restrictive covenants regarding the use of confidential information of the company and non-competition and non-solicitation covenants that restrict Mr. Forrester’s ability to compete with the Company for a period of two years following the end of his employment. If Mr. Forrester’s employment is terminated without cause, he is entitled to continue to receive his base salary for the next twelve months contingent upon his execution of a full release and compliance with certain non-competition and non-solicitation provisions. Mr. Forrester does not receive any additional benefits in connection with a change in control. None of the Company’s other named executive officers receive any benefit upon a termination of employment or upon a change in control. Additional information on Mr. Forrester’s severance benefits can be found under the heading “Potential Payments Upon Termination or Change-in-Control” on page 34.

COMPENSATION DISCUSSION AND ANALYSIS

OTHER COMPENSATION PRACTICES

Prohibition on Hedging. Officers, directors and employees and their respective family members are not permitted to enter into hedging arrangements with respect to shares of UWM Class A Common Stock that they beneficially own.

TAX DEDUCTIBILITY OF COMPENSATION

Code Section 409A. Under Section 409A of the Code, amounts deferred by a NEO under a nonqualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements.

Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Sections 280G and 4999) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance from a public company in connection with a change in control. The Compensation Committee considers, as one of many factors, the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structures certain post-termination compensation payable to our NEOs. The potential adverse tax consequences to our company and/or the executive, however, are not necessarily determinative factors in such decisions.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement.

Respectfully submitted by the Compensation Committee of the Board,

The Compensation Committee

Kelly Czubak (Chair)

Robert Verdun

Mat Ishbia

April 21, 2022

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table presents certain summary information for the fiscal years ended December 31, 2021, 2020 and 2019 concerning compensation earned for services rendered in all capacities by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers, in each instance whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2021. We refer to these officers collectively as our named executive officers or NEOs.

EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS

The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers in 2021 including: (1) the range of possible cash payouts under our Captains Annual Bonus Plan and Long-Term Incentive Plan; (2) the grant date of equity awards; (3) the number of service-based restricted stock units granted; and (4) the grant date fair value of the service-based restricted stock unit grants calculated in accordance with FASB ASC Topic 718.

EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AT FISCAL YEAR-END

The following table provides information concerning unexercised options and unvested restricted stock units for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2021. Each stock option and restricted stock unit grant is shown separately for each named executive officer.

POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL

Mr. Forrester is the only named executive officer who is currently a party to an employment agreement. If Mr. Forrester’s employment is terminated without cause, he is entitled to continue to receive his base salary for the next twelve months contingent upon his execution of a full release and compliance with certain non competition and non-solicitation provisions. Mr. Forrester does not receive any additional benefits in connection with a change in control. None of our other named executive officers receive any benefit upon a termination of employment or upon a change in control.

In the case of the death of a named executive officer, he or she would be entitled to receive benefits under his or her term life insurance policy and, at the discretion of the CEO, up to 50% of any unpaid LTIP amounts previously earned.

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 about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Mat Ishbia.

As of December 31, 2021, our employee population consisted of 7,830 individuals working at UWM. We identified our median employee as of December 31, 2021, the last day of our 2021 fiscal year, by calculating the amount of annual total cash compensation paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. We calculated the 2021 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $39,998.

Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2021 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $7,808,350. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 195 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

SECURITY OWNERSHIP

The following table sets forth certain information with respect to the beneficial ownership of our Class A common stock and our Class D common stock, as of April 14, 2022, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) each of our named executive officers for the fiscal year ended December 31, 2021; (iii) each director and nominee for director and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock.

The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d 3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of April 14, 2022 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The percentage ownership for each class of common stock is based on 92,531,073 shares of Class A common stock and 1,502,069,787 shares of Class D common stock issued and outstanding as of April 14, 2022.

SECURITY OWNERSHIP

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

INTRODUCTION

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee of the Board of Directors has appointed Deloitte to continue to serve as our independent registered public accounting firm for the 2022 fiscal year. Deloitte has served as our independent registered public accounting firm since 2020. In accordance with SEC rules and Deloitte policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years.

The Audit Committee and the Board of Directors believe that the continued retention of Deloitte as our independent registered public accounting firm is in the best interest of UWMC and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte as our independent registered public accounting firm for 2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our stockholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the 2022 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of Deloitte for the 2022 fiscal year.

We expect a representative of Deloitte to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.

In connection with the audit of our 2022 financial statements and internal control over financial reporting, we entered into an agreement with Deloitte which sets forth the terms by which Deloitte performed audit services for us.

FEES PAID TO DELOITTE

We were billed for professional services provided with respect to fiscal years 2020 and 2021 by Deloitte in the amounts set forth in the following table.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

PRE-APPROVAL POLICIES AND PROCEDURES FOR AUDIT AND PERMITTED NON-AUDIT SERVICES

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the Audit Committee has responsibility for (1) appointing, (2) negotiating, (3) setting the compensation of and (4) overseeing the performance of the independent registered public accounting firm. The Audit Committee’s policy requires that the Audit Committee must approve any audit or permitted non-audit service proposed to be performed by its independent auditors in advance of the performance of such service. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has delegated to the Chair of the Audit Committee, the authority to pre-approve all audit or permitted non-audit services obtained from Deloitte in an amount up to $100,000. Any pre-approvals granted under such delegation of authority are to be reported to the Audit Committee at the next regularly scheduled meeting. In connection with making any pre-approval decisions, the Audit Committee must consider whether the provision of such permitted non-audit services by Deloitte is consistent with maintaining Deloitte’s status as our independent auditors.

Consistent with these policies and procedures, the Audit Committee pre-approved all of the services rendered by Deloitte during fiscal year 2021, as described above.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the accounting and financial reporting processes of UWMC on behalf of the Board of Directors. Management has primary responsibility for UWMC’s financial statements, financial reporting process and internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of UWMC’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and evaluating the effectiveness of internal controls over financial reporting and issuing reports thereon. The Audit Committee’s responsibility is to select the independent auditors and monitor and oversee the accounting and financial reporting processes of UWMC, including UWMC’s internal controls over financial reporting, and the audits of the financial statements of UWMC.

During the course of 2021 and the first quarter of 2022, the Audit Committee regularly met and held discussions with management and the independent auditors. In the discussions related to UWMC’s consolidated financial statements for fiscal year 2021, management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management and the independent auditors the audited consolidated financial statements for fiscal year 2021, management’s annual report on internal control over financial reporting, the results of the independent auditor’s testing and the evaluation of UWMC’s internal control over financial reporting and the independent auditor’s attestation report regarding management’s assessment of internal control over financial reporting.

In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received from the independent auditors the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors that firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of services by the independent auditors not related to the audit of UWMC’s financial statements for fiscal year 2021 is compatible with maintaining the independent auditors’ independence. The Audit Committee’s policy requires that the Audit Committee approve any audit or permitted non-audit service proposed to be performed by its independent auditors in advance of the performance of such service.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the written disclosures and letter of the independent auditors provided to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2021, be included in UWM’s Annual Report on Form 10-K, for filing with the SEC. See the portion of this proxy statement titled “Corporate Governance—Board Committees” beginning on page 16 for information on the Audit Committee’s meetings in 2021.

The Audit Committee

Robert Verdun (Chair)

Isiah Thomas

Kelly Czubak

April 21, 2022

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.

PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION

INTRODUCTION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act) requires us to provide our stockholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers. At the 2022 Annual Meeting, we will also ask our stockholders, in a non-binding advisory proposal, to vote on the preferred frequency of the Say on Pay proposal, which is discussed more in Proposal 4.

We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany those tables. At the 2022 Annual Meeting, we are asking our stockholders to approve, on an advisory basis, the 2021 compensation of our named executive officers as disclosed in this proxy statement.

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure on pages 22 to 30. As discussed in the Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to incentivize and reward the creation of stockholder value.

We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders.

PROPOSAL

On the basis of the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure on pages 22 to 30 of this proxy statement, we are requesting that our stockholders vote on the following resolution:

RESOLVED, that the stockholders of UWMC approve, on an advisory basis, the compensation of UWM’s named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in UWMC’s 2022 Annual Meeting proxy statement.

NON-BINDING VOTE

Although this Say on Pay vote on executive compensation is non-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements.

PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

INTRODUCTION

In accordance with Section 14A of the Exchange Act, we are asking stockholders to indicate how frequently they would like us to hold an advisory vote on the compensation of our named executive officers (Say on Pay), such as Proposal 3 in this proxy statement. By voting on this Proposal 4, stockholders may indicate whether they would prefer an advisory vote on Say on Pay be held every one, two or three years, or may abstain. Stockholders will have an opportunity to cast an advisory vote on the frequency of the Say on Pay vote at least every six years.

PROPOSAL

Our Board believes that a frequency of every “one year” is the appropriate choice for conducting and responding to a Say on Pay vote for UWMC because a vote every year helps our stockholders consider the effectiveness of our compensation strategies and provide feedback to our Compensation Committee.

NON-BINDING VOTE

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on our Board, but our Compensation Committee and our Board will give careful consideration to the voting results on this proposal. Our Board intends to initially adopt the frequency that receives the most votes cast. Notwithstanding our Board’s recommendation and the outcome of the stockholder vote, our Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

Q&A ABOUT VOTING

Except as described further below, each holder of Class B common stock and Class D common stock is entitled to 10 votes per share and each holder of Class A common stock and Class C common stock is entitled to one vote per share on all matters submitted to our stockholders for a vote. All classes of our common stock with voting rights will vote together as a single class on all matters described in this proxy statement. As of the record date, there were 1,594,600,860 shares of common stock outstanding, consisting of 92,531,073 shares of Class A common stock and 1,502,069,787 shares of Class D common stock. As of the record date, all of our outstanding Class D common stock is held by SFS Corp. (the “SFS Securities”). There are no outstanding shares of Class B common stock or Class C common stock.

The Voting Limitation in our certificate of incorporation provides that, at any time when the aggregate voting power of the SFS Corp. Securities would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each SFS Corp. security will be reduced such that the aggregate voting power of all of the SFS Securities is equal to 79%.

As a result of the Voting Limitation, as of the record date, (a) each outstanding share of Class D common stock held by SFS Corp. is entitled to 0.2318 votes per share, representing an aggregate of 79.0% of the combined voting power of our outstanding common stock and (c) each outstanding share of Class A common stock is entitled to one vote per share, representing an aggregate of 21% of the combined voting power of our outstanding common stock. Because each holder of Class B common stock and Class D common stock is entitled to 10 votes per share, SFS Corp. will continue to have such control as long as it owns at least 10% of our issued and outstanding common stock. Without the Voting Limitation, SFS Corp. would have approximately 99% of the combined voting power of our common stock.

		Via Internet				By mail, if you have received a paper copy of the proxy materials
		In person at the meeting

Detailed instructions for Internet and telephone voting are set forth on the Notice, which contains instructions on how to access our proxy statement and annual report online. You may also vote in person at the Annual Meeting.

If you are a beneficial stockholder, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring with you evidence of your ownership as of the record date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement).

Q&A ABOUT VOTING