Proxy Statement (Form DEF 14A)
Table of Contents
☐ |
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
|
☒ |
No fee required
|
☐ |
Fee paid previously with preliminary materials
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act
Rules 14a-6(i) (1) and 0-11
|
Table of Contents
Dear Stockholder:
Please join us for
We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The board of directors recommends that you vote "FOR" each of the proposals listed on the attached notice.
Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.
Thank you for your continued support of
Sincerely, |
Chief Legal Officer, |
General Counsel & Secretary |
Table of Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME | ||
VIRTUAL LOCATION | You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/FOA2025 and entering the control number shown on your proxy card or the instructions that accompanied your proxy materials. You will need to have your 16-DigitControl Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. | |
ITEMS OF BUSINESS |
1. To elect the director nominees listed in the Proxy Statement. 2. To conduct an advisory vote to approve the compensation of the named executive officers of the Company. 3. To ratify the appointment of 4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
|
RECORD DATE | You may vote at the Annual Meeting if you were a stockholder of record at the close of business on |
|
VOTING BY PROXY | To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described on the following page and on the proxy card. |
By Order of the Board of Directors, |
Chief Legal Officer, |
General Counsel and Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on
Table of Contents
PROXY VOTING METHODS
If, at the close of business on
If you are a stockholder of record, your Internet, telephone or mail vote must be received by
To vote by proxy if you are a stockholder of record:
BY INTERNET
• |
Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. |
• |
You will need the 16-DigitControl Number included on your proxy card or the instructions that accompanied your proxy materials. |
BY TELEPHONE
• |
From a touch-tone telephone, dial 1-800-690-6903and follow the recorded instructions, 24 hours a day, seven days a week. |
• |
You will need the 16-DigitControl Number included on your proxy card or the instructions that accompanied your proxy materials in order to vote by telephone. |
BY MAIL
• |
Mark your selections on the proxy card. |
• |
Date and sign your name exactly as it appears on your proxy card. |
• |
Mail the proxy card in the enclosed postage-paid envelope provided to you. |
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
Table of Contents
Table of Contents
1 | ||||
6 | ||||
6 | ||||
10 | ||||
10 | ||||
10 | ||||
Board Nomination Process, Identifying Nominees for Election to the Board |
10 | |||
12 | ||||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
15 | ||||
15 | ||||
15 | ||||
15 | ||||
16 | ||||
17 | ||||
19 | ||||
20 | ||||
20 | ||||
21 | ||||
25 | ||||
26 | ||||
27 | ||||
29 | ||||
30 | ||||
Proposal No. 3-Ratification of Independent Registered Public Accounting Firm |
31 | |||
31 | ||||
31 | ||||
33 | ||||
Security Ownership of Principal Stockholders and Directors and Executive Officers |
34 | |||
38 | ||||
38 | ||||
38 | ||||
39 | ||||
39 | ||||
41 | ||||
41 | ||||
FOA Equity Amended and Restated Limited Liability Company Agreement |
43 | |||
44 | ||||
45 | ||||
46 | ||||
Statement of Policy Regarding Transactions with Related Persons |
47 | |||
48 | ||||
49 | ||||
49 | ||||
50 |
Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.
Table of Contents
Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of the "safe harbor" provisions of the
Table of Contents
Telephone: (877) 202-2666
PROXY STATEMENT
Annual Meeting of Stockholders
GENERAL INFORMATION
Unless the context otherwise requires, all references to "we," "us," "our," "FOA," or the "Company" refer to
On
Why am I being provided with these materials?
We are providing this Proxy Statement to you in connection with the solicitation by the board of directors (the "Board" or "board of directors") of
What am I voting on?
There are three proposals scheduled to be voted on at the Annual Meeting:
• |
Proposal No. 1: Election of |
• |
Proposal No. 2: An advisory vote to approve the compensation of the named executive officers of the Company; and |
• |
Proposal No. 3: Ratification of the appointment of |
1
Table of Contents
Who is entitled to vote?
Stockholders as of the close of business on
Holders of our Class A Common Stock have one vote for each share held as of the Record Date, including shares:
• |
Held directly in your name as "stockholder of record" (also referred to as "registered stockholder"); and |
• |
Held for you in an account with a broker, bank or other nominee (shares held in "street name"). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares. |
The shares of Class B Common Stock have no economic rights, but entitle each holder, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of limited liability company interests ("FOA Units") in FOA Equity held by such holder. Holders of shares of Class B Common Stock vote together with holders of Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.
What constitutes a quorum?
The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and "broker non-votes"are counted as present for purposes of determining a quorum.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present at the scheduled time of the Annual Meeting, the person presiding over the Annual Meeting may adjouthe Annual Meeting until a quorum is present or represented.
How many votes are required to approve each proposal?
Under our Amended and Restated Bylaws (the "Bylaws"), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected.
There is no cumulative voting.
Under our Bylaws, the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on such matter is required to approve the compensation of the named executive officers of the Company (Proposal No. 2), and the proposal to ratify the appointment of
What is a "broker non-vote"?
A broker non-voteoccurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current
2
Table of Contents
How are votes counted?
With respect to the election of directors (Proposal No. 1), you may vote "FOR" or "WITHHOLD" with respect to each Nominee. Votes that are voted "WITHHOLD" will not count as a vote "FOR" or "AGAINST" a director because directors are elected by plurality voting. Broker non-voteswill have no effect on the outcome of Proposal No. 1.
With respect to the advisory vote to approve the compensation of the named executive officers (Proposal No. 2), you may vote "FOR," "AGAINST" or "ABSTAIN" with respect to the compensation of the named executive officers. Abstentions will count as a vote "AGAINST" Proposal No. 2 and broker non-voteswill have no effect on the outcome of Proposal No. 2.
With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote "FOR," "AGAINST," or "ABSTAIN." Abstentions are counted as a vote "AGAINST" this proposal. There are no broker non-voteswith respect to Proposal No. 3, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.
If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares:
• |
"FOR" each of the director nominees set forth in this Proxy Statement; |
• |
"FOR" the approval of the compensation of named executive officers; and |
• |
"FOR" the ratification of the appointment of |
Who will count the vote?
Representatives of
How do I vote my shares without attending the Annual Meeting?
If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:
• |
By Internet-You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-DigitControl Number included on your proxy card or the instructions that accompanied your Proxy Materials in order to vote by Internet. |
• |
By Telephone-You may submit your proxy by dialing 1-800-690-6903and by following the recorded instructions. You will need the 16-DigitControl Number included on your proxy card or the instructions that accompanied your Proxy Materials in order to vote by telephone. |
• |
By Mail-If you have received a proxy card, you may vote by mail by signing and dating the enclosed proxy card where indicated and by returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
3
Table of Contents
Internet and telephone voting facilities will close at
If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
How do I attend and vote my shares at the Virtual Annual Meeting?
This year's Annual Meeting will be a completely "virtual" meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/FOA2025 and enter the control number shown on your proxy card or the instructions that accompanied your Proxy Materials. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:
• |
instructions on how to attend and participate via the Internet, including a unique link to access the annual meeting and how to demonstrate proof of stock ownership, will be emailed to you after completion of your registration; |
• |
assistance with questions regarding how to attend and participate via the Internet will be provided in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting; |
• |
stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and |
• |
you will need the 16-DigitControl Number that is included in your proxy card or the instructions that accompanied your Proxy Materials in order to enter the Annual Meeting and to vote during the Annual Meeting. |
Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?
The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.
We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-personmeeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:
• |
providing stockholders with the ability to submit appropriate questions in advance of the meeting; |
• |
providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and |
• |
answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting. |
How do I vote online during the Annual Meeting?
If you are a stockholder of record, you may vote your shares by attending the 2025 Annual Meeting of Stockholders online and following the on-screenvoting instructions.
4
Table of Contents
If you hold your shares in "street name" and you wish to vote online during the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, dealer or other similar organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. If applicable, please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.
What if during the check-intime or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting. Technical support will be available starting at
What does it mean if I receive more than one proxy card on or about the same time?
It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each proxy card you receive.
May I change my vote or revoke my proxy?
Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:
• |
voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at |
• |
submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than |
• |
attending the virtual Annual Meeting and voting in person; or |
• |
delivering a written statement to that effect to our Corporate Secretary, provided such statement is received no later than |
If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.
Could other matters be decided at the Annual Meeting?
As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, the named proxies will have the discretion to vote on those matters for you.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mailor facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
5
Table of Contents
PROPOSAL NO. 1-ELECTION OF DIRECTORS
The number of authorized directors is currently seven, will be reduced to six at the time of the Annual Meeting pursuant to a resolution previously adopted by our board of directors and may be further changed by resolution of our board of directors. At this Annual Meeting, all director nominees will be elected for a one-yearterm, expiring at the next annual meeting of stockholders.
The biographies below describe the business experience of each director nominee standing for election. In considering each director nominee for election at the Annual Meeting, the nominating and corporate governance committee assessed the contributions of those directors recommended for election in the context of the perceived needs of the Board. See discussion under "Board Nomination Process, Identifying Nominees for Election to the Board."
The Board expects that each of the nominees listed below will be available for election as a director. However, if one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for any substitute nominees as the Board may nominate. If a nominee is not available for election or is otherwise unable to serve as a director, the Board may reduce its size or choose a substitute nominee.
Nominees for Election to the Board of Directors in 2025
The following information describes the offices held, ages (as of the date of this Proxy Statement) and other business directorships of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director-nominee should serve as a director.
|
Age |
Principal Occupation and Other Information |
||
|
59 |
|
||
64 |
6
Table of Contents
|
Age |
Principal Occupation and Other Information |
||
|
||||
59 |
7
Table of Contents
|
Age |
Principal Occupation and Other Information |
||
|
50 |
|
||
50 |
8
Table of Contents
|
Age |
Principal Occupation and Other Information |
||
|
64 |
|
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
9
Table of Contents
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Our board of directors directs and oversees the management of our business and affairs and has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.
Composition of the Board of Directors
Our business and affairs are managed under the direction of the board of directors. Our board of directors currently consists of the director nominees,
Director Independence and Independence Determinations
Our board of directors has affirmatively determined that each of
Board Nomination Process, Identifying Nominees for Election to the Board
The nominating and corporate governance committee is responsible for identifying, evaluating and recommending nominees for election to our board of directors. Final selection of director nominees for election remains within the sole discretion of our board of directors.
Depth of experience, fitness and the ability to make meaningful contributions to our board of directors' oversight of the business and affairs of the Company in addition to a willingness to exercise independent judgment, and an impeccable reputation for honest and ethical conduct that align with our core values, are important factors when identifying opportunities to add new directors to our board of directors. Additionally, in identifying new director candidates, our board of directors evaluates a candidate's time commitments to ensure the appropriate amount of time, energy, and care is given to the needs of our business.
Our nominating and corporate governance committee may identify potential director candidates by asking current directors and executive officers for their recommendations of persons they believe possess the right mix of criteria and qualifications, and are prepared to represent the best interests of the Company and our stockholders. Our nominating and corporate governance committee may also engage firms that specialize in identifying director candidates. Director nominations also may be made at the recommendation of stockholders pursuant to our Bylaws.
Our nominating and corporate governance committee will evaluate candidates for nomination for election to the board of directors, including those recommended by stockholders, on a substantially similar basis as it considers other nominees. Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder's notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder's notice.
In connection with the Business Combination, the Company and certain pre-closing equityholders of FOA Equity entered into a Stockholders Agreement (the "Stockholders Agreement"). Pursuant to the Stockholders
10
Table of Contents
Agreement, each of certain funds affiliated with
Messrs. Essex and Gardner were appointed to the board of directors on
Background and Experience of Directors
When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the board of directors to satisfy its oversight responsibilities effectively in light of its business and structure, the board of directors focuses primarily on each person's background and experience as reflected in the information discussed in each of the director nominees' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others:
• |
|
• |
|
• |
|
• |
|
• |
|
• |
|
Controlled Company Exception
Our Principal Stockholders control a majority of the combined voting power of all classes of the Company's stock entitled to vote generally in the election of directors. As a result, the Company is a "controlled company" within the meaning of NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the board of directors consist of independent directors, (2) that the board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (3) that the board of directors have a nominating and corporate
11
Table of Contents
governance committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. Accordingly, although a majority of independent directors currently comprise the board of directors, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that the Company ceases to be a "controlled company" and the Company's shares continue to be listed on the NYSE, the Company will be required to comply with these provisions within the applicable transition periods.
Board Committees and Meetings
The board of directors has established an audit committee, compensation committee and nominating and corporate governance committee. The responsibilities of each committee are described below. The composition of the audit committee satisfies the NYSE listing standards and the independence standards of Rule 10A-3of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"). The board of directors may also establish from time to time any other committees that it deems necessary or desirable.
Members serve on these committees until their resignation or until otherwise determined by the board of directors.
Each of the standing committees of the board of directors discussed below operate under written charters. The charters for our audit committee, compensation committee and nominating and corporate governance committee are available on our investor-oriented website under https://ir.financeofamericacompanies.com/corporate-governance/governance-documents. The information contained on, or accessible from, our investor-oriented website is not a part of this report by reference or otherwise.
The following table summarizes the current membership of each of the Board's Committees.
Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
Director | |||||
|
Chair | Chair | X | |||||
|
Chair | X | ||||||
|
X | X | X | |||||
|
X | X | ||||||
|
X | X | X | |||||
|
X | X | X | |||||
|
X | X |
All directors are expected to make their best effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended
Audit Committee
Our audit committee consists of
12
Table of Contents
Our audit committee is responsible for, among other things:
• |
selecting and hiring our independent auditors, and approving the audit and non-auditservices to be performed by our independent auditors; |
• |
assisting the board of directors in evaluating the qualifications, performance and independence of our independent auditors; |
• |
assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; |
• |
assisting the board of directors in monitoring our compliance with legal and regulatory requirements; |
• |
reviewing the adequacy and effectiveness of our internal control over financial reporting processes; |
• |
assisting the board of directors in monitoring the performance of our internal audit function; |
• |
monitoring the performance of our internal audit function; |
• |
reviewing with management and our independent auditors our annual and quarterly financial statements; |
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and |
• |
preparing the audit committee report that the rules and regulations of the |
Compensation Committee
Our compensation committee consists of Messrs. Libman, Essex, Pratcher and West, with
The compensation committee is responsible for, among other things:
• |
reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO's compensation level based on such evaluation; |
• |
reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives and other benefits; |
• |
reviewing and recommending the compensation of our directors; |
• |
to the extent applicable, reviewing and discussing annually with management our "Compensation Discussion and Analysis" disclosure required by |
• |
preparing the compensation committee report required by the |
• |
reviewing and making recommendations with respect to our equity compensation plans. |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. Libman, Essex and Lord, with
13
Table of Contents
• |
assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;
|
• |
overseeing the evaluation of the board of directors and management;
|
• |
reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and
|
• |
recommending members for each committee of our board of directors.
|
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our investor-oriented website.
filed on
Table of Contents
Executive Sessions
Executive sessions, which are meetings of the non-managementmembers of the Board, are regularly scheduled throughout the year.
Leadership Structure
Whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an "independent director," the independent directors may elect from among themselves a Lead Director of the Board. Following nomination by the nominating and corporate governance committee, the Lead Director will be elected by a plurality vote and should generally serve in such capacity for a minimum of one year. Service as Lead Director, however, generally should not exceed five consecutive years but is subject to the Board's discretion to set other guidelines in specific instances. The responsibilities of the Lead Director (if one has been elected) shall be determined from time to time by the Board, upon the recommendation of the nominating and corporate governance committee.
Communications with the Board
As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the audit, nominating and corporate governance and compensation committees, any then-serving Lead Director or the director designated by the non-managementor independent directors as the presiding director, or to the non-managementor independent directors as a group, may do so by addressing such communications or concerns to the Company's Chief Legal Officer,
Oversight of Risk Management
The Board has extensive involvement in the oversight of risk management related to us and our business. The Board exercises direct oversight of strategic risks to the Company in regular coordination with the Company's management. The audit committee reviews guidelines and policies governing the process by which senior management assesses and manages the Company's exposure to risk, including the Company's major financial and operational risk exposures and the steps management takes to monitor and control such exposures. The compensation committee oversees risks relating to the Company's compensation policies and practices. The nominating and corporate governance committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure and corporate governance. Each committee charged with risk oversight reports to the Board on those matters.
15
Table of Contents
Corporate Responsibility Overview
Our People
As of
We strive to promote a strong culture across our business that is driven by our core values: (1) be customer obsessed, they are why we exist, (2) raise the bar, (3) take extreme ownership, (4) practice genuine collaboration, and (5) unleash your excellence. These values drive our actions and decisions every day, fostering a culture of trust, collaboration, and excellence and ensuring our employees work together effectively. These objectives are accomplished through an emphasis on training and development and the provision of a comprehensive benefits package with a focus on physical and mental wellness.
Employee Training and Development
In connection with the unification of the
Further, all new employees are assigned a series of training courses during onboarding, spanning topics such as ethics and insider trading, and are required to attest to our core Company policies such as our information security policy. Such policies are also accessible to employees on the Company's intranet site. New loan officers also participate in a comprehensive six-weekinstructor-ledonboarding program called "
Additionally, we have a robust compliance training program that covers an array of legal and regulatory topics. All consumer-facing employees are assigned required courses that educate them on compliance with consumer protection laws for the industries in which we operate. Required compliance training is reviewed not less than annually by representatives of the Compliance and Legal departments to ensure that necessary topics are included and that courses are assigned to all employees who are required to, or would benefit from, the training.
We also require our entire workforce to periodically complete discrimination and harassment prevention training courses to ensure they understand what constitutes unlawful sexual harassment and discrimination, employees' rights, and available forums for adjudicating complaints. We send quarterly reminders to employees about the Company's anonymous hotline and encourage employees to utilize the hotline to report complaints and concerns.
FOA utilizes a modelearning management platform that houses our centralized training and organizational development content. Compliance with consumer protection regulations is supported by robust technology and monitored by our Compliance department.
16
Table of Contents
Employee Benefits and Wellness
We offer many benefits and wellness resources to our employees, including but not limited to our
Executive Officers of the Company
Set forth below is certain information regarding each of our current executive officers.
|
Age |
Principal Occupation and Other Information |
||
|
55 |
|
||
44 |
17
Table of Contents
|
Age |
Principal Occupation and Other Information |
||
|
57 |
|
||
47 | ||||
37 |
18
Table of Contents
PROPOSAL NO. 2-NON-BINDINGVOTE ON EXECUTIVE COMPENSATION
The Company is requesting that stockholders vote, on a non-bindingbasis, to approve the compensation of our named executive officers as disclosed in the Executive Compensation section of this Proxy Statement and the tabular executive compensation disclosure, including the "Summary Compensation Table" and accompanying narrative disclosure. While the results of the vote are non-bindingand advisory in nature, the Board intends to carefully consider the results of this vote. In 2022, our board of directors recommended, and our stockholders approved, an annual vote, on a non-bindingbasis, to approve the compensation of our named executive officers. Accordingly, we intend to conduct future advisory votes on the compensation of our named executive officers every year. The next advisory say-on-payfrequency vote is scheduled for 2028.
The text of the resolution in respect of Proposal No. 2 is as follows:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K,including the compensation tables and related narrative discussion, is hereby APPROVED."
As described in the Executive Compensation section of this Proxy Statement, our executive compensation programs and underlying principles, as developed and administered by the compensation committee, are designed to provide competitive pay opportunities to support the attraction and retention of highly qualified executives while promoting our core values. Our executive compensation programs are structured to be consistent with our pay for performance philosophy and utilize performance measures that are intended to align the executive team's incentives with the long-term interests of the Company and its stockholders.
In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in the Executive Compensation section for
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.
19
Table of Contents
2024 EXECUTIVE COMPENSATION
The following tables contain compensation information with respect to the named executive officers for the year ended
Summary Compensation Table
The following table provides summary information concerning compensation to or on behalf of our named executive officers for the fiscal years indicated.
|
Year | Salary ( |
Bonus ( |
Stock Awards ( |
Option Awards ( |
All Other Compensation ( |
Total ($) | ||||||||||||||||||||||||||||
|
2024 | 850,000 | 687,500 | 1,424,000 | 1,460,000 | 10,350 | 4,431,850 | ||||||||||||||||||||||||||||
Chief Executive Officer* |
2023 | 850,000 | 650,000 | 1,500,001 | - | 9,900 | 3,009,901 | ||||||||||||||||||||||||||||
|
2024 | 650,000 | 612,500 | 890,000 | 1,095,000 | 11,550 | 3,259,050 | ||||||||||||||||||||||||||||
|
2023 | 587,500 | 600,000 | 500,000 | - | 11,100 | 1,698,600 | ||||||||||||||||||||||||||||
|
2024 | 850,000 | 687,500 | 1,424,000 | 1,460,000 | 10,350 | 4,431,850 | ||||||||||||||||||||||||||||
Chief Investment Officer |
2023 | 850,000 | 650,000 | 1,500,001 | - | 9,900 | (6) | 3,009,901 | (6) |
* |
|
** |
|
(1) |
The amounts in the "Salary" column represent the base salary earned by each named executive officer. On |
(2) |
The amounts in the "Bonus" column represent annual bonus awards, which have been or will be paid in (i) fiscal year 2025 with respect to the named executive officer's fiscal year 2024 performance and (ii) in fiscal year 2024 with respect to the named executive officer's fiscal year 2023 performance. |
(3) |
The stock awards are in the form of restricted stock units that vest ratably over a prospective three-year period, subject to the named executive officer's continued employment on the vesting date, and amounts reflect the aggregate grant date fair value of the restricted stock unit awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made in determining values with respect to restricted stock unit awards are disclosed in Note 20 (Equity-Based Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-Kfiled on |
(4) |
The option awards are in the form of options to purchase FOA Units exchangeable for shares of Class A Common Stock and vest at the end of a prospective two-yearperiod, subject to the named executive officer's continued employment on the vesting date. Amounts reflect the aggregate grant date fair value of the option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made in determining values with respect to option awards are disclosed in Note 20 (Equity-Based Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-Kfiled on |
(5) |
For each named executive officer, the amounts in the "All Other Compensation" column include Company 401(k) matching contributions. For |
(6) |
For |
20
Table of Contents
Narrative Disclosure to Summary Compensation Table
2024 Named Executive Officer Compensation
Base Salaries
We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries are reviewed annually and may be increased in light of the individual performance of a named executive officer, company performance, or changes in the executive's position within our business, the scope of his or her responsibilities and his or her tenure with the Company. On
Salary Continuation Agreement
The Company entered into a salary continuation agreement with
None of our other named executive officers are party to any arrangement that provides for severance benefits.
Annual Cash Incentive Compensation
Our named executive officers were eligible to eaan annual cash incentive award targeted at an amount equal to a specified percentage of such named executive officer's base salary. Awards to named executive officers were tied primarily to Company performance with some variability due to business unit performance. For 2024, target incentive payout amounts for each of the named executive officers were as follows:
Named Executive Officer |
2024 Base Salary ($) |
Annual Incentive Target % of Base Salary |
Annual Incentive Target Payout ($) |
Annual Incentive Awarded ($) |
||||||||||||||||
|
850,000 | 147 | % | 1,250,000 | 687,500 | |||||||||||||||
|
650,000 | 185 | % | 1,200,000 | 612,500 | |||||||||||||||
|
850,000 | 147 | % | 1,250,000 | 687,500 |
The compensation committee, in its sole discretion, approves each named executive officer's annual cash incentive award payout. For 2024, these decisions were based primarily on the compensation committee's assessment of such named executive officer's individual performance, operational performance of the business functions for which they have responsibility, and the officer's potential to enhance and contribute to our equity owners' long-term interests. In evaluating these factors, members of the compensation committee relied upon their judgment to determine the ultimate amount of a named executive officer's annual cash incentive payment that the compensation committee believed was necessary to properly incentivize the named executive officer to seek to achieve our objectives and reward a named executive officer for achieving those objectives over the course of the year. Key factors the compensation committee considered in making such determination with respect to
21
Table of Contents
period, subject to the grantee's continued employment on the vesting date. See "Summary Compensation Table - Stock Awards" for the grant date fair value of each named executive officer's RSU award.
for the quarter ending
and was determined in advance of the Board's decision to grant option awards. Furthermore, the
|
Grant Date
|
Number of
Securities Underlying the Award |
Exercise
Price of the Award ($/Sh) |
Grant Date
Fair Value of the Award(1) |
Percentage Change in the Closing
Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(2) |
||||||||||||||||||||
|
200,000 | 25 | 1,460,000 | Increased by 50 | % | ||||||||||||||||||||
|
150,000 | 25 | 1,095,000 | Increased by 50 | % | ||||||||||||||||||||
|
200,000 | 25 | 1,460,000 | Increased by 50 | % |
(1) |
Amounts reflect the aggregate grant date fair value of the option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made in determining values with respect to option awards are disclosed in Note 20 (Equity-Based Compensation) to the Consolidated Financial Statements in our Annual Report on Form
10-K
filed on |
(2) |
The Q3 2024 Quarterly Report was filed on
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date
|
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested(1) ($) |
Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) |
||||||||||||||||||||||||||||||||||||
|
- | 200,000(2) | - | 25 | 296,931 | (5) | 8,349,700 | 13,680 | (8) | 384,682 | |||||||||||||||||||||||||||||||||||
|
- | 150,000(3) | - | 25 | 157,309 | (6) | 4,423,529 | 7,200 | (8) | 202,464 | |||||||||||||||||||||||||||||||||||
|
- | 200,000(4) | - | 25 | 296,931 | (7) | 8,349,700 | 8,640 | (8) | 242,957 |
(1) |
Amounts reported are based on the closing price per share of our Class A Common Stock on the NYSE as of
|
(2) |
Represents 200,000 Options that will vest on the second anniversary of
|
(3) |
Represents 150,000 Options that will vest on the second anniversary of
|
(4) |
Represents 200,000 Options that will vest on the second anniversary of
|
Table of Contents
(5) |
Represents (i) 16,286 restricted stock units that will vest on the third anniversary of |
(6) |
Represents (i) 5,428 restricted stock units that will vest on the third anniversary of |
(7) |
Represents (i) 16,286 restricted stock units that will vest on the third anniversary of |
(8) |
Reflects Earnout Rights granted in 2021. |
Earnout Rights
The UFG Holdings LLC Management Long-Term Incentive Plan (the "MLTIP") was established by
Under the terms of the A&R MLTIP, participants (including
The Earnout Rights were issued pursuant to the Omnibus Plan and each is considered a "Substitute Award" for purposes thereof. In the sole discretion of the compensation committee, the obligations to issue shares of Class A Common Stock may be fully or partially satisfied by the Company causing the Employer to make to such participant a cash payment equal to the fair market value of all or some portion of the Class A Common Stock otherwise required to be issued.
In connection with the Business Combination, the Company entered into an LTIP Award Settlement Agreement (the "LTIP Award Settlement Agreement"), dated as of
24
Table of Contents
PAY VERSUS PERFORMANCE DISCLOSURE
The "2024 Executive Compensation - Narrative Disclosure to Summary Compensation Table - 2024 Named Executive Officer Compensation" section of this Proxy Statement sets forth the factors considered by the compensation committee and the board of directors when reviewing and setting the compensation of our Chief Executive Officer and other named executive officers for the 2024 fiscal year. As required by Item 402(v) of Regulation S-K(the "Rule"), the table below and the related disclosure shows the following information for the past three fiscal years: (i) "total" compensation for our named executive officers (or "NEOs"), including the principal executive officer (or "PEO"), for purposes of the "Summary Compensation Table"; (ii) the "Compensation Actually Paid" to named executive officers (calculated pursuant to the Rule); (iii) our Total Shareholder Retu(TSR); and (iv) our Net Income (Loss). Use of the term "compensation actually paid" (CAP) is required by the Rule. Pursuant to the Rule, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table. The calculation of CAP includes, among other things, the revaluation of unvested and outstanding stock awards and option awards. Our stock awards are typically granted in April of each year and vest in one-thirdincrements upon the first, second and third anniversaries of the grant date. Our option awards were granted on
• |
the year-endfair value of the awards granted in the covered fiscal year (e.g., 2024) that are outstanding and unvested as of the end of the covered fiscal year; |
• |
the change in fair value from the end of the prior fiscal year (e.g., 2023) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; and |
• |
the change in fair value from the end of the prior fiscal year to the vesting date with respect to any awards granted in prior years that vested in the covered fiscal year. |
These valuations are calculated based on the price of the Company's Class A Common Stock as of a specific date (i.e., the last trading day of the applicable fiscal year or the applicable vesting date) and changes in the price of the Company's Class A Common Stock can materially impact (positively or negatively) the amount reported as CAP. The amounts actually received will depend upon the Company's performance and the price of the Company's Class A Common Stock, including at the time of vesting and at the time vested options are actually exercised, as the case may be. As a result, CAP does not reflect the amount of compensation actually paid, earned or received during the applicable year.
25
Table of Contents
Year
|
Summary
Compensation Table Total for PEO (Fleming)(1) ($) |
Compensation
Actually Paid to PEO (Fleming)(2)(3)(4) ($) |
Summary
Compensation Table Total for PEO (Cook)(1) ($) |
Compensation
Actually Paid to PEO (Cook)(4) ($) |
Average
Summary Compensation Table Total for non-PEO
NEOs(1) |
Average
Compensation Actually Paid to non-PEO
NEOs(2)(3)(4) |
Value of
Initial Fixed Investment Based on Total Shareholder Return(5) ($) |
Net
Income (Loss)(6) ($ millions) |
||||||||||||||||||||||||||||||||
2024
|
4,431,850 | 12,431,698 | N/A | N/A | 3,845,450 | 10,246,084 | 71 | 36 | ||||||||||||||||||||||||||||||||
2023
|
3,009,901 | 2,691,669 | N/A | N/A | 2,354,251 | (7) | 2,149,870 | (7) | 28 | (218 | ) | |||||||||||||||||||||||||||||
2022
|
3,109,149 | (208,328 | ) | 4,460,742 | (108,978 | ) | 2,334,149 | (8) | 837,327 | (8) | 32 | (716 | ) |
(1) |
Non-PEO
NEOs are as follows: |
• |
2024:
|
• |
2023:
|
• |
2022:
|
(2) |
|
(3) |
Compensation Actually Paid to
|
(4) |
|
Equity Award Adjustments
|
|||||||||||||||||||||||||||||||||||||||||||||
Year
|
Executive(s)
|
Summary
Compensation Table Total ($) |
Deduct
Reported Value of Stock Awards ($) |
Deduct
Reported Value of Option Awards ($) |
Add
Year-End
Market |
Add
Market Value of Equity Awards Granted and Vested in Year ($) |
Change in
Market Value of Unvested Equity Awards Granted in |
Change in
Market Value of Equity Awards Granted in Vested in Year ($) |
Compensation
Actually Paid ($) |
||||||||||||||||||||||||||||||||||||
2024
|
Graham A.
Fleming (PEO) |
4,431,850 | (1,424,000 | ) | (1,460,000 | ) | 9,316,000 | - | 1,893,661 | (325,813 | ) | 12,431,698 | |||||||||||||||||||||||||||||||||
Average for Non-PEO
NEOs |
3,845,450 | (1,157,000 | ) | (1,277,500 | ) | 7,800,000 | - | 1,241,885 | (206,751 | ) | 10,246,084 | ||||||||||||||||||||||||||||||||||
(5) |
TSR is determined based on the value of an initial fixed investment of
|
(6) |
Net Income (Loss) as reported in the Company's financial statements.
|
(7) |
The amounts in the "Average Summary Compensation Table Total for
non-PEO
NEOs" and "Average Compensation Actually Paid to non-PEO
NEOs" columns for 2023 reported in the Company's Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the |
(8) |
The amounts in the "Average Summary Compensation Table Total for
non-PEO
NEOs" and "Average Compensation Actually Paid to non-PEO
NEOs" columns for 2022 reported in the Company's Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the |
NEOs, and, in each case, FOA's Cumulative TSR
. For 2024, as compared to 2023, the compensation actually paid to
NEOs increased by 377% to
NEOs increased by 157% to
NEOs, and, in each case, the Company's Net Income (Loss)
. For 2024, as compared to 2023, the
NEOs increased by 377% to
filed with the
NEOs increased by 157% to
filed with the
Table of Contents
DIRECTOR COMPENSATION
We offer a market-competitive director compensation program for non-employee,non-
2024 Director Compensation
|
Fees Earned or Paid in Cash ( |
Stock Awards ( |
Total ($) |
||||||||||||
|
100,000 | 65,200 | 165,200 | ||||||||||||
|
100,000 | 65,200 | 165,200 | ||||||||||||
|
100,000 | 65,200 | 165,200 | ||||||||||||
|
100,000 | 65,200 | 165,200 | ||||||||||||
|
100,000 | 65,200 | 165,200 |
(1) |
Reflects fees earned by the director for the year ended |
(2) |
The amount reflects the aggregate grant date fair value of the stock awards granted on |
29
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||||||||||
(a) | (b) | (c) | |||||||||||||
Equity compensation plans approved by security holders |
|||||||||||||||
Omnibus Plan |
2,164,677 | (1) | 25 | (2) | 1,198,726 | (3) | |||||||||
Equity compensation plans not approved by security holders |
- | - | - | ||||||||||||
Total |
2,164,677 | 25 | (2) | 1,198,726 | |||||||||||
(1) |
Total includes (i) 145,800 Earnout Rights, (ii) 1,298,877 RSUs and (iii) 720,000 Options. The Earnout Rights as defined under the A&R MLTIP are specified as "Substitute Awards" and do not count against the Absolute Share Limit defined within the Omnibus Plan. |
(2) |
The exercise price with respect to each of the Options is |
(3) |
These shares are available for grant as of |
30
Table of Contents
PROPOSAL NO. 3-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee has selected
A representative of
The shares represented by your proxy will be voted "FOR" the ratification of the selection of
Audit and Non-AuditFees
The following table presents the aggregate fees billed for professional services rendered by BDO for the fiscal year ended
Fee Category |
2024($) | 2023($) | ||||||||
Audit Fees(1) |
3,733,025 | 5,940,330 | ||||||||
Audit-Related Fees(2) |
153,090 | 157,445 | ||||||||
Tax Fees(3) |
- | - | ||||||||
All Other Fees(4) |
- | - | ||||||||
Total |
3,886,115 | 6,097,775 | ||||||||
(1) |
Audit fees are fees for professional services rendered in connection with the audit of our consolidated financial statements included in our Annual Reports filed on Form 10-K,reviews of our condensed consolidated financial statements included in our Quarterly Reports filed on Form 10-Qand registration statements. |
(2) |
Audit-related fees are fees for services related to service organization controls (SOC) reports, ex-patriatetax returns and forms, an employee benefit plan audit, and successor auditor workpaper reviews. |
(3) |
Tax fees are for services related to tax compliance, tax planning and tax advice. |
(4) |
BDO did not provide any other services during the period. |
Audit Committee's Pre-ApprovalPolicy
It is the audit committee's policy to pre-approveall auditing services and non-auditservices (other than "prohibited non-auditservices") to be provided to the Company by its independent registered public accounting firm. The audit committee may delegate authority to one or more independent members to grant pre-approvalsof audit and permitted non-auditservices. Unless otherwise provided by the audit committee, the audit committee chairperson (provided such audit committee chairperson is independent) is hereby authorized to pre-approveaudit and permitted non-auditservices as necessary. Any pre-approvalsmade by the audit committee chairperson or such other independent member of the audit committee to whom such authority has been delegated shall be presented to the full audit committee at its next scheduled meeting. The Company's audit committee pre-approvedall of BDO's services for 2023 and 2024 and, in doing so, considered whether the provision of such services is compatible with maintaining independence.
31
Table of Contents
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF BDO
32
Table of Contents
REPORT OF THE AUDIT COMMITTEE
The Board of Directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of
Management of the Company is responsible for our overall financial reporting process.
The Committee:
• |
met seven times in 2024; |
• |
met with and held discussions with management of the Company, who represented to the Committee that its audited consolidated financial statements were prepared in accordance with |
• |
reviewed and discussed the audited consolidated financial statements of the Company and discussed with BDO the matters required to be discussed under the applicable standards adopted by the |
• |
received the written disclosures and the letter from BDO as required per the requirements of the PCAOB regarding BDO's communications with the Audit Committee concerning independence and discussed with BDO its independence; and |
• |
participated in the certification process relating to the filing of certain reports pursuant to the Exchange Act. |
In reliance on these reviews and discussions, and the report of BDO, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-Kfor the year ended
This report was submitted by the Committee and shall not be deemed to be "soliciting material" or to be "filed" with the
Audit Committee Members |
33
Table of Contents
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the beneficial ownership of shares of the Company's Class A Common Stock as of
• |
each person known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities; |
• |
each named executive officer or director of the Company; and |
• |
all officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the
The beneficial ownership as of
The beneficial ownership information below excludes 425,850 unvested shares of Class A Common Stock held by
Unless otherwise noted, the percentage of beneficial ownership information below also excludes (i) shares of Class A Common Stock underlying the Company's outstanding warrants, (ii) shares of Class A Common Stock underlying outstanding Earnout Rights, (iii) the shares reserved that may be issued pursuant to the Company's equity awards, (iv) shares of Class A Common Stock issuable upon exchange of an equal number of FOA Units and (v) shares of Class A Common Stock that may be received upon exchange of the Exchangeable Secured Notes.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is
34
Table of Contents
Beneficial Ownership(1) | ||||||||||||||||||||
|
Shares of Class A Common Stock(2) |
Class A Share% |
FOA Units(2) |
% of Total Voting Power(3) |
||||||||||||||||
Five Percent Holders: |
||||||||||||||||||||
|
3,192,284 | 29.8 | % | 4,837,533 | 33.7 | % | ||||||||||||||
|
822,841 | 7.7 | % | 1,442,985 | (5) | 9.4 | % | |||||||||||||
|
756,588 | 7.1 | % | - | 3.2 | % | ||||||||||||||
Named Executive Officers and Directors: |
||||||||||||||||||||
|
2,346,303 | 19.7 | % | 6,955,056 | 37.1 | % | ||||||||||||||
|
26,580 | * | - | * | ||||||||||||||||
|
- | * | - | * | ||||||||||||||||
|
- | * | - | * | ||||||||||||||||
|
22,280 | * | - | * | ||||||||||||||||
|
22,280 | * | - | * | ||||||||||||||||
|
22,280 | * | - | * | ||||||||||||||||
|
253,696 | 2.3 | % | 121,995 | 1.6 | % | ||||||||||||||
|
111,509 | 1.0 | % | 53,487 | * | |||||||||||||||
|
222,452 | 2.1 | % | 45,875 | 1.1 | % | ||||||||||||||
All Directors and Executive Officers as a Group (12 persons) |
3,077,655 | 25.0 | % | 7,176,413 | 40.3 | % |
* |
Represents less than 1%. |
(1) |
In accordance with the rules of the |
(2) |
Subject to the terms of the Exchange Agreement, the FOA Units are exchangeable for shares of the Company's Class A Common Stock on a one-for-onebasis. Beneficial ownership of FOA Units reflected in this table is not reflected as beneficial ownership of shares of the Company's Class A Common Stock for which such FOA Units may be exchanged. |
(3) |
Represents percentage of voting power of the Company's Class A Common Stock and Class B Common Stock voting together as a single class. Shares of Class B Common Stock have no economic rights but provide each holder of at least one such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of FOA Units held by such holder on all matters on which stockholders of the Company are entitled to vote generally. |
(4) |
Pursuant to the Stockholders Agreement, each of our Principal Stockholders have certain board nomination and other rights as described in "Transactions with Related Persons-Exchange Agreement." Each of the |
(5) |
As disclosed under "Transactions with Related Persons-American Advisors Group Transaction," as of |
(6) |
Reflects 4,809,922 FOA Units and 771,710 shares of Class A Common Stock held directly by |
35
Table of Contents
The general partner of each of the Blackstone Tactical Opportunities Funds is
The general partner of
The general partner of
The general partner of
Each of the
(7) |
Reflects 395,188 shares held directly by |
(8) |
Reflects 1,131,903 shares of Class A Common Stock and 6,955,056 FOA Units based on the Schedule 13D/A filed by |
36
Table of Contents
Secured Notes held by |
Pursuant to the limited liability company agreement of
(9) |
Reflects 251,696 shares of Class A Common Stock held directly by |
(10) |
Reflects 111,509 shares of Class A Common Stock held directly by |
(11) |
Reflects 222,452 shares of Class A Common Stock held directly by |
37
Table of Contents
TRANSACTIONS WITH RELATED PERSONS
Stockholders Agreement
In connection with the Business Combination, concurrently with the closing of the Business Combination, the Company and certain pre-closingequityholders of FOA Equity entered into the Stockholders Agreement.
Pursuant to the Stockholders Agreement, each of the
The Stockholders Agreement also provides each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. In addition, the Stockholders Agreement permits the Company's Principal Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Company's prior written consent. Furthermore, the Stockholders Agreement also requires the Company to cooperate with the Principal Stockholders in connection with certain future pledges, hypothecations, grants of security interest in or transfers (including to third party investors) of any or all of the FOA Units held by the Principal Stockholders, including to banks or financial institutions as collateral or security for loans, advances or extensions of credit.
Unless earlier terminated by agreement of the Principal Stockholders and the board of directors, the Stockholders Agreement will terminate as to each Principal Stockholder at such time as such Principal Stockholder and its affiliates collectively hold less than 5% of the outstanding shares of Class A Common Stock, assuming a full exchange of all FOA Units for the publicly traded Class A Common Stock. In addition, prior to the closing of the Business Combination, the
Exchange Agreement
In connection with the Business Combination, concurrently with the closing of the Business Combination, the Company, FOA Equity and the Sellers (as defined therein) entered into an Exchange Agreement (the "Exchange Agreement"). The Exchange Agreement sets forth the terms and conditions upon which holders of FOA Units may exchange their FOA Units for shares of Class A Common Stock on a one-for-onebasis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Each holder of FOA Units (other than the Company and its subsidiaries), and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange their FOA Units for shares of Class A
38
Table of Contents
Common Stock. In addition, subject to certain requirements, the
Registration Rights Agreement
In connection with the Business Combination, concurrently with the closing thereof, the Company and the Principal Stockholders entered into a Registration Rights Agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, upon the demand of any Principal Stockholder, the Company will be required to facilitate a non-shelfregistered offering of the Company's shares requested by such Principal Stockholder to be included in such offering. Any demanded non-shelfregistered offering may, at the Company's option, include Company shares to be sold by the Company for its own account and will also include registrable shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Within 90 days after receipt of a demand for such registration, the Company will be required to use its reasonable best efforts to file a registration statement relating to such demand. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of a non-shelfregistered offering. In addition, the Registration Rights Agreement entitles the Principal Stockholders to demand and be included in a shelf registration when the Company is eligible to sell its Company shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act. Within 45 days (in the case of a shelf registration on Form S-1)or 30 days (in the case of a shelf registration on Form S-3)after receipt of a demand for such registration, the Company will be required to use its reasonable best efforts to file a registration statement relating to such demand. Moreover, upon the demand of a Principal Stockholder, the Company will be required to facilitate in the manner described in the Registration Rights Agreement a "takedown" off of an effective shelf registration statement of registrable shares requested by such Principal Stockholder.
The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.
American Advisors Group Transaction
On
39
Table of Contents
amended by the Amendment Agreement, dated as of
Pursuant to the AAG Agreements, in consideration for the assets acquired thereunder, on
As of
As of
In connection with the AAG Transaction, the Company and FOA Equity entered into an Equity Matters Agreement (the "Equity Matters Agreement") with AAG/Bloom pursuant to which, among other things, AAG/Bloom joined and became a party to (i) the
40
Table of Contents
Equity Investments
On
Tax Receivable Agreements
In connection with the Business Combination, concurrently with the closing thereof, the Company entered into a Tax Receivable Agreement with certain funds affiliated with
For purposes of the Tax Receivable Agreements, the cash tax benefits will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no tax basis adjustments of the assets of FOA Equity as a result of sales or exchanges or certain distributions with respect to the units, no utilization of certain tax attributes attributable to the Blocker or the Blocker Shareholders, and had the Company not entered into the Tax Receivable Agreements. The actual and hypothetical tax liabilities determined in the Tax Receivable Agreements will be calculated using the actual
41
Table of Contents
Estimating the amount of payments that may be made under the Tax Receivable Agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors, including:
• |
the timing of sales or exchanges-for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of FOA Equity at the time of each sale or exchange; |
• |
the price of shares of the Company's Class A Common Stock at the time of the sale or exchange-the increase in any tax deductions, as well as the tax basis increase in other assets of FOA, is directly proportional to the price of shares of Class A Common Stock at the time of each sale or exchange; |
• |
the extent to which such sales or exchanges do not result in a basis adjustment-if a sale or an exchange does not result in an increase to the existing basis, increased deductions will not be available; |
• |
the amount of tax attributes-the amount of applicable tax attributes attributable to the Blocker or the Blocker Shareholders will impact the amount and timing of payments under the Tax Receivable Agreements; |
• |
changes in tax rates-payments under the Tax Receivable Agreements will be calculated using the actual |
• |
the amount and timing of our income-the Company is obligated to pay 85% of the cash tax benefits under the Tax Receivable Agreements as and when realized. If the Company does not have taxable income, the Company is not required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreements for a taxable year in which it does not have taxable income because no cash tax benefits will have been realized. However, any tax attributes that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in cash tax benefits that will result in payments under the Tax Receivable Agreements. |
As a result of the size of the anticipated tax basis adjustment of the tangible and intangible assets of FOA Equity and the Company's possible utilization of certain tax attributes, the payments that the Company may make under the Tax Receivable Agreements are expected to be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreements exceed the actual cash tax savings that the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreements and/or distributions to the Company by FOA Equity are not sufficient to permit the Company to make payments under the Tax Receivable Agreements after it has paid taxes. Late payments under the Tax Receivable Agreements generally will accrue interest at an uncapped rate equal to SOFR plus 500 basis points. The payments under the Tax Receivable Agreements are not conditioned upon continued ownership of the Company or FOA Equity by the Continuing Unitholders.
If the Company exercises its right to terminate the Tax Receivable Agreements or in the case of a change in control of the Company or a material breach of the Company's obligations under either the Blackstone Tax Receivable Agreement or the FOA Tax Receivable Agreement, all obligations under the Tax Receivable Agreements will be accelerated and the Company will be required to make a payment to the TRA Parties in an amount equal to the present value of future payments under the Tax Receivable Agreements, which payment would be based on certain assumptions, including an assumption that any FOA Units that have not been exchanged are deemed exchanged for the market value of Class A Common Stock at the time of the termination or the change of control and an assumption the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreements. As a result of the foregoing, (i) the Company could be required to make cash payments to the TRA Parties that are greater than the specified
42
Table of Contents
percentage of the actual benefits the Company ultimately realizes in respect of the tax benefits that are subject to the Tax Receivable Agreements, and (ii) the Company would be required to make a cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreements, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, the Company's obligations under the Tax Receivable Agreements could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control due to the additional transaction costs a potential acquirer may attribute to satisfying such obligations. The Company accounts for obligations under the Tax Receivable Agreements arising from exchanges in connection with the Business Combination at fair value and records obligations under the Tax Receivable Agreements resulting from exchanges subsequent to the Business Combination, as they occur, at the gross undiscounted amount of the expected future payments as an increase to the liability along with the deferred tax asset and valuation allowance (if any) with an offset to additional paid-incapital. If the Company determines that it is no longer probable that a related contingent payment will be required based on expected future cash flows, a reversal of the liability is recorded through earnings.
Decisions made by certain of the TRA Parties in the course of running our business may influence the timing and amount of payments that are received by an exchanging or selling existing owner under the Tax Receivable Agreements. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the Tax Receivable Agreements and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase a
Payments under the Tax Receivable Agreements will be based on the tax reporting positions that we will determine. The Company will not be reimbursed for any cash payments previously made to the TRA Parties pursuant to the Tax Receivable Agreements if any tax benefits initially claimed by the Company are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by the Company to a TRA Parties will be netted against any future cash payments that the Company might otherwise be required to make under the terms of the Tax Receivable Agreements. As a result, it is possible that the Company could make cash payments under the Tax Receivable Agreements that are substantially greater than its actual cash tax savings.
FOA Equity Amended and Restated Limited Liability Company Agreement
In connection with the Business Combination, immediately prior to the closing thereof, FOA Equity adopted an Amended and Restated Limited Liability Company Agreement (the "
Pursuant to the
43
Table of Contents
The A&R LLC Agreement also provides that substantially all expenses incurred by or attributable to the Company, but not including obligations incurred under the Tax Receivable Agreements by the Company, income tax expenses of the Company and payments on indebtedness incurred by the Company, will be borne by FOA Equity.
Senior Notes
On
The 2025 Unsecured Notes accrue interest at a rate of 7.875% per annum, payable semi-annually in arrears on
The Senior Secured Notes accrue interest at a rate of 7.875% per annum until the first anniversary of the Issue Date and 8.875% per annum from, but not including, the first anniversary of the Issue Date to
The Exchangeable Secured Notes accrue interest at a rate of 10.000% per annum and mature on
The Secured Notes are secured (on a pari passu basis with each other) on a junior basis to the Amended Promissory Notes described below, subject to a junior lien intercreditor agreement, by a second priority lien in the Initial Collateral and Additional Collateral securing the Amended Promissory Notes described below. Upon the termination of the Amended Promissory Notes, the Secured Notes will be secured on a pari passu basis, by a first priority lien in such Initial Collateral and the Additional Collateral described below.
In connection with the issuance of the Exchangeable Secured Notes, the Company,
As of
44
Table of Contents
with the Exchange Transaction,
Working Capital Promissory Notes
In
On
In connection with the Amended Promissory Notes, FOA Equity, the Guarantors (as defined below) and
Each Amended Promissory Note is secured on a first-priority basis, subject to permitted liens, by substantially all of the unencumbered assets owned by FOA Equity and each of the Guarantors (except for FAR and FAM) (collectively, the "All Assets Collateral"). The All Assets Collateral includes pledges of the equity interests of each Guarantor and the equity instruments required to be retained by MM Risk (presently and in the future) in connection with the issuance of proprietary reverse mortgage loan asset-backed securitizations (the "
45
Table of Contents
The Amended Promissory Notes are required to be partially or fully repaid, and the commitments under such Amended Promissory Notes reduced by the same amount, in connection with the occurrence of the following specified events: (i) certain sales or financing of our reverse mortgage servicing rights, (ii) public or private sales or issuance of capital stock or preferred stock (with certain customary exceptions), (iii) any casualty event and certain asset dispositions, (iv) the incurrence of indebtedness by FOA Equity or any of its restricted subsidiaries not permitted to be incurred under the covenants of the Amended Promissory Notes or (v) the disposition of Collateral for fair market value (for which the consideration must be cash).
In the event of the incurrence of permitted indebtedness through the issuance of proprietary reverse mortgage loan securitizations not involving the cancellation of
In the event of the incurrence of permitted indebtedness through the issuance of proprietary reverse mortgage loan securitizations in connection with the cancellation of
The Amended Promissory Notes contain restrictive covenants that limit, among other things, and in each case, subject to certain exceptions for transactions in the ordinary course of business, the ability of FOA Equity and certain of its subsidiaries, including the Guarantors, to incur additional indebtedness, repay indebtedness before its respective stated maturity, make restricted payments (including investments), sell or dispose of assets, incur liens and enter into certain transactions with affiliates. The Amended Promissory Notes also prohibit FOA Equity from permitting any restricted subsidiary (other than a foreign subsidiary) that is not a Guarantor from holding unrestricted cash unless the transfer of the cash to a Guarantor is prohibited by law or contracts with non-affiliatesin the ordinary course of business.
Each Amended Promissory Note contains customary events of default which would permit each of the Noteholders to declare such Noteholder's Amended Promissory Note to be immediately due and payable if not cured within applicable grace periods, including, but not limited to, the failure to make timely payments on the Amended Promissory Notes or certain other indebtedness, the failure to satisfy covenants, breach of representations and warranties, acceleration of certain other indebtedness, the existence of certain final judgments or orders, the failure of the documents granting security for the Amended Promissory Notes to be in full force and effect, the failure of the liens on the Collateral to be valid and perfected and specified events of bankruptcy and insolvency (which specified events would result in immediate acceleration of the Amended Promissory Notes without any further action by the Noteholders).
The Company paid
Other Transactions
The Company previously entered into a mezzanine loan agreement with
46
Table of Contents
From time to time in 2023, the Company sold business purpose loans backed by residential properties with an aggregate principal balance of
From time to time in 2023 and 2024, the Company sold home improvement loans and retail installment sale contracts with an aggregate principal balance of
Statement of Policy Regarding Transactions with Related Persons
The Company has adopted a formal written policy providing that persons meeting the definition of "Related Person" under Item 404(a) of Regulation S-Ksuch as the Company's executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of the Company's capital stock and any member of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with the Company without the approval of the Company's audit committee, subject to the exceptions described below.
A related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K,in which the Company and any related person are, were or will be participants in which the amount involved exceeds
Transactions involving compensation for services provided to the Company as an employee or director and certain other transactions not required to be disclosed under Item 404(a) of Regulation S-Kare not covered by this policy.
Under the policy, the Company will review information that the Company deems reasonably necessary to enable the Company to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under the Code of Business Conduct and Ethics, employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
47
Table of Contents
Indemnification of Directors and Officers
The Bylaws provide that the Company will indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law. In addition, the Company's Amended and Restated Charter provides that the Company's directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law.
There is no pending litigation or proceeding naming any of the Company's directors or officers to which indemnification is being sought, and the Company is not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
48
Table of Contents
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING
If any stockholder wishes to propose a matter for consideration at our 2026 annual meeting of stockholders (the "2026 Annual Meeting"), the proposal should be mailed by certified mail retureceipt requested, to our Secretary,
In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our annual meeting of stockholders. To make a director nomination or present other business for consideration at the 2026 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder's notice must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after
In addition to satisfying the foregoing requirements under the Company's Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than
HOUSEHOLDING OF PROXY MATERIALS
Pursuant to the rules of the
49
Table of Contents
OTHER BUSINESS
The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.
By Order of the Board of Directors, |
|
Chief Legal Officer, General Counsel and Secretary |
We make available, free of charge on our investor-oriented website, all of our filings that are made electronically with the
Corporate Secretary
50
Table of Contents
NANCE OF ACCOMMENC 58304
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Annual Report are available at www.proxyvote.com. V68920-P24974
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Buh bye? House panel votes to eliminate no-fault auto insurance in Florida
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News