EXHIBIT 10.2

 

CONFIDENTIAL TREATMENT REQUESTED

 

2012 Annual Bonus Plan

 

NEO Bonus Metrics

 

On March 30, 2012, the Compensation Committee of the Board of Directors of Walker & Dunlop, Inc. (the “Company”) adopted specific performance criteria that the Compensation Committee will consider when making cash bonus awards for 2012 to the Company’s named executive officers, William Walker, Howard Smith, Deborah Wilson, Richard Warner and Richard Lucas. These performance criteria are listed below for each of the named executive officers.  For each named executive officer, achievement of applicable performance criteria at the threshold, target or maximum levels will result in bonuses of up to 75%, 100% and 150%, respectively, of such officer’s base salary, subject to the exercise of negative discretion by the Compensation Committee.  The percentage weight amounts attributable to each performance goal will be interpolated, if possible, on a straight line basis if achievement of the performance goals falls between the specified goals for the threshold and target levels or between the target and maximum levels.

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Goal Attainment Level
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Threshold
    	
 
    	
Target
    	
 
    	
Maximum
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Bonus Award Value
    	
 
    	
Up to 75% of Target Bonus * Weighting of   Goal
    	
 
    	
Up to 100% of Target Bonus * Weighting of   Goal
    	
 
    	
Up to 150% of Target Bonus * Weighting of   Goal
    	
 
    


 

2012

 

	
Named Executive
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Goal Attainment Level
    	
 
    
	
Officer
    	
 
    	
Goal
    	
 
    	
Weighting
    	
 
    	
Threshold
    	
 
    	
Target
    	
 
    	
Maximum
    	
 
    
	
William   Walker
    	
 
    	
Revenue
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Chairman,   President & CEO
    	
 
    	
Earnings Per Share
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
$ 500,000 target bonus
    	
 
    	
Operating Margin
    	
 
    	
20%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Diversify Revenues (GSE revenues defined   (for this metric) as aggregate Fannie Mae and Freddie Mac origination fees,   MSR revenues and servicing fees; as a percentage of total revenues.)
    	
 
    	
20%
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    


 











 

	
Named Executive
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Goal Attainment Level
    	
 
    
	
Officer
    	
 
    	
Goal
    	
 
    	
Weighting
    	
 
    	
Threshold
    	
 
    	
Target
    	
 
    	
Maximum
    	
 
    
	
Howard   Smith
    	
 
    	
Revenue
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Executive   Vice President & COO
    	
 
    	
Earnings Per Share
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
$400,000   target bonus
    	
 
    	
Operating Margin
    	
 
    	
10%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Completion of an acquisition of a capital   markets business or grow capital markets group originations
    	
 
    	
20%
    	
 
    	
[***] or $[***]
    	
 
    	
[***] Acquisition or $[***]
    	
 
    	
[***] Acquisitions or $[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Growth in Originations
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Deborah   Wilson
    	
 
    	
Revenue
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Executive   Vice President & CFO
    	
 
    	
Earnings Per Share
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
$300,000   target bonus
    	
 
    	
Operating Margin
    	
 
    	
10%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Completion of the servicing and closing   components of the SalesForce/General Ledger integration project by   12/31/2012.
    	
 
    	
20%
    	
 
    	
Committee Discretion
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Net Warehouse Interest Income
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    


 











 

	
Richard   Warner
    	
 
    	
Revenue
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Executive   Vice President & CCO
    	
 
    	
Earnings Per Share
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
$300,000   target bonus
    	
 
    	
Operating Margin
    	
 
    	
10%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Credit Loss Provisions (net of any   provisions from an acquisition)
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Underwriting Cost per Loan
    	
 
    	
10%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Richard   Lucas
    	
 
    	
Revenue
    	
 
    	
20%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Executive   Vice President & GC
    	
 
    	
Earnings Per Share
    	
 
    	
30%
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    	
$[***]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
$300,000   target bonus
    	
 
    	
Operating Margin
    	
 
    	
10%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    	
[***]%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Diversify Revenues (GSE revenues defined (for   this metric) as aggregate Fannie Mae and Freddie Mac origination fees, MSR   revenues and servicing fees; as a percentage of total revenues.)
    	
 
    	
20%
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    	
[***]% of total revenues derived from   GSEs
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Proactively manage Legal and Human Resources   issues
    	
 
    	
20%
    	
 
    	
Committee Discretion
    	
 
    


 




[***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.