DEF 14A of Finance of America Companies Inc.
Filed Apr 7, 2026 · FY20250001140361-26-013675
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS The number of authorized directors is currently six and may be changed by resolution of our board of directors. At this Annual Meeting, all director nominees will be elected for a one-year term, 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 “The Board of Directors and Certain Governance Matters—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 2026
Nominees for Election to the Board of Directors in 2026 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.
Nominees for Election to the Board of Directors in 2026
| Name | Age | Principal Occupation and Other Information | | Brian L. Libman | 60 | Brian L. Libman is our Company’s founder and oversees our Company’s business strategy. He has served as the Chairman of our board of directors since April 1, 2021. He is the architect of the Company’s unique business model, and it is his vision that guides the Company. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. Prior to forming FOA Equity in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. Mr. Libman began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nation’s leading alternative mortgage originators and servicers. Through his deep knowledge of the lending space, he invented and was awarded patent: US20070136186A1 for his Automated Loan Evaluation System, which is a system and method for providing a loan pricing model for various lending scenarios. Mr. Libman submatriculated with honors from The Wharton School at the University of Pennsylvania, having earned both his M.B.A. and B.S.E. | | Norma C. Corio | 65 | Norma C. Corio joined the Company’s board of directors on April 1, 2021. In August 2022, Ms. Corio retired from One Equity Partners (“OEP”) where she served as a Senior Managing Director. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. Ms. Corio previously worked for JPMorgan Chase for over 30 years from October 1982 to March 2013 where she held various positions, including Treasurer (August 2008 through December 2010) and, previously, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. Ms. Corio also held positions in credit and risk management and investor relations. Ms. Corio serves as a member of the board of directors of AlTi Global, Inc. (NASDAQ: ALTI), chairing the Human Capital and Compensation Committee and is a member of the Audit and ESG & Nominating Committees. Additionally, she serves as a director of Cicor Technologies Ltd. (SWX: CICN-CH), a publicly listed company in Switzerland, where she is a |
Nominees for Election to the Board of Directors in 2026
| Name | Age | Principal Occupation and Other Information | | | | member of the Audit Committee. She also serves on the boards of private companies: Omni Environmental Solutions and Wood Technologies International. Ms. Corio is Chair of the Audit Committee of Omni Environmental Solutions, a member of the Audit Committee of Wood Technologies International, and Chair of the Compensation Committee of Wood Technologies International. Ms. Corio previously served as a member of the board of directors of GO Acquisitions (public) and Intren and Bibliotheca (private). Ms. Corio received her M.B.A. in Banking & Finance from Pace University and her B.A. in Economics from LeMoyne College. | | Andrew Essex | 60 | Andrew Essex joined the Company’s board of directors on March 19, 2025. Mr. Essex has held the role of Senior Managing Partner at Tata Consultancy Services, a global information technology firm (“TCS”), since 2023. Prior to TCS, he was CEO and Founder of GoingConcern, a boutique c-suite strategic consultancy, and McKinsey Senior Advisor. Mr. Essex is the former Chief Executive Officer of the Tribeca Film Festival and founding CEO of Droga5, now owned by of Accenture. A highly creative strategic executive with three decades in branding, business development, and M&A, he is a proven entrepreneurial leader and culture builder with multiple exits, high-profile turnaround experience, skilled in recruiting, retaining and managing talent and overseeing complex P&Ls, and a deeply networked rainmaker with extensive track record of generating high-margin revenue, crafting compelling relevant narratives and operating complex enterprises in competitive markets. Mr. Essex is a frequent public speaker on media, marketing and monetization strategies and sits on the board of MMA Global and Plus Pool. He is the former Chair of the NYC Mayor’s Creative Council, and a former advisor to the White House American Office of Innovation and the Wharton SEI Center for Advanced Studies in Management. A frequent angel investor, he serves as an advisor to Glasswing Ventures, a top fund focused on AI, prop tech, enterprise SAAS and cybersecurity, among other platforms. He was an award-winning journalist and cultural editor at such publications as The New Yorker, Details and Salon.com, among others. He has been a television commentator for ABC, CNN, and CNBC. He is author of “The End of Advertising: Why It Had to Die and the Creative Resurrection to Come” and the co-author of three books: “A Very Public Offering: The Story of the Globe.com,” “Chasing Cool,” with former Barney’s CEO Gene Pressman, and “Le Freak: An Upside Down Story of Family, Disco and Destiny,” with celebrated producer and musician Nile Rodgers. Mr. Essex has an M.A. from New York University and a B.A. from Queens College. | | Cory S. Gardner | 51 | Cory S. Gardner joined the Company’s board of directors on March 19, 2025. Mr. Gardner has extensive experience in legislative affairs and regulatory policy, having served as a U.S. Senator from 2015 to 2021, a member of the U.S. House of Representatives from 2011 to 2015, a member of the Colorado General Assembly from 2005 to 2011, General Counsel and Legislative Director to U.S. Senator Wayne Allard from 2002 to 2005, and Communications Director for the National Corn Growers Association from 2001 to 2002. Mr. Gardner has held the role of President and CEO of NCTA – The Internet & Television Association since October 2025 and is the sole owner of ACT West, LLC, which he founded in 2021. He held the role of Chairman and CEO of the Senate Leadership Fund from 2024 to October 2025. Mr. Gardner has also provided advisory and/or consulting services to HealthBook+ since 2023, Ford Motor Company since 2023, the American Conservation Coalition since 2023, Coign Credit Card since 2022, the Crypto Council for Innovation since 2021, the National Cannabis Roundtable since 2021, and Pura Vida Funds from 2021 to 2023. Additionally, Mr. Gardner has significant |
Nominees for Election to the Board of Directors in 2026
| Name | Age | Principal Occupation and Other Information | | | | experience serving as a board member for a variety of organizations, having served as a member of the board of directors and the finance committee of the International Republican Institute since 2023, the advisory board of the American Council of Young Political Leaders since 2023, the board of advisors of Michael Best Strategies since 2021, the strategic advisory group of the United Launch Alliance since 2021, the board of directors and the audit and finance committee of the Edward M. Kennedy Institute from 2023 to 2026, the strategic advisory board of the University of Colorado Center for Combat Research from 2023 to 2026, the board of advisors of Regulating AI from 2023 to 2026, the board of directors of the Center for National Security Initiatives from 2021 to 2026, the board of advisors of Qcells North America from 2021 to 2023, the board of directors and the audit committee of Jaws Juggernaut from 2021 to 2023, and the board of visitors of the U.S. Air Force Academy from 2015 to 2021. Mr. Gardner holds a J.D. from the University of Colorado School of Law and a B.A. in Political Science from Colorado State University. | | Tyson A. Pratcher | 51 | Tyson A. Pratcher joined the Company’s board of directors on April 1, 2021. Mr. Pratcher currently serves as Senior Managing Director at Artemis Real Estate Partners and CEO of Artemis Strategic Capital Partners. Prior to joining Artemis, Mr. Pratcher was Senior Advisor at 7 Acquisition Corporation and the RockCreek Group. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Prior to his role with TFO USA, Mr. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. Mr. Pratcher previously served as a member of the board of directors of Organix Recycling, Inc. from 2018 to 2020 and on the boards of directors of Citizens Parking and GripInvest from 2017 to 2019. Mr. Pratcher holds a J.D. from Columbia Law School and a B.S. in Political Science from Hampton University. | | Lance N. West | 65 | Lance N. West joined the Company’s board of directors on April 1, 2021. Mr. West is currently a Senior Partner at 26North Partners, and previously served as Partner and Senior Managing Director of Centerbridge Partners and was former Chairman & CEO of Centerbridge Partners Europe prior to his retirement from the firm. Before joining Centerbridge in 2006, Mr. West was a Partner Managing Director at Goldman Sachs & Co, where he headed the firm’s Principal Finance Group. Prior to joining Goldman Sachs & Co, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC. Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories. Mr. West earned his M.S. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. in Electrical Engineering from Tufts University in 1982. |
Nominees for Election to the Board of Directors in 2026
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
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
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, Ms. Corio and Messrs. Libman, Essex, Gardner, Pratcher and West, whose biographies are set forth above.
Director Independence and Independence Determinations
Director Independence and Independence Determinations Our board of directors has affirmatively determined that each of Ms. Corio and Messrs. Essex, Gardner, Pratcher and West qualify as independent directors under the NYSE listing standards.
Board Nomination Process, Identifying Nominees for Election to the Board
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 Agreement, an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the “BL Investors”) is entitled to nominate a certain number of directors to the board of directors, based on such holder’s ownership of the voting securities of the Company. Mr. Libman was designated in accordance with the Stockholders Agreement. For additional information on our Stockholders Agreement, see “Transactions with Related Persons—Stockholders Agreement.”
Compensation Committee
| • | reviewing and recommending the compensation of our directors; |
Summary Compensation Table
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.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | | Graham A. Fleming Chief Executive Officer | 2025 | 850,000 | 1,500,000 | 2,062,512 | 2,510,000 | 10,500 | 6,933,012 | | | 2024 | 850,000 | 687,500 | 1,424,000 | 1,460,000 | 10,350 | 4,431,850 | | Kristen N. Sieffert President | 2025 | 650,000 | 1,200,000 | 1,837,516 | 1,882,500 | 11,700 | 5,581,716 | | | 2024 | 650,000 | 612,500 | 890,000 | 1,095,000 | 11,550 | 3,259,050 | | Jeremy E. Prahm Chief Investment Officer | 2025 | 850,000 | 1,500,000 | 2,062,512 | 2,510,000 | 10,500 | 6,933,012 | | | 2024 | 850,000 | 687,500 | 1,424,000 | 1,460,000 | 10,350 | 4,431,850 |
Summary Compensation Table
| (1) The amounts in the “Salary” column represent the base salary earned by each named executive officer. |
Summary Compensation Table
| (2) The amounts in the “Bonus” column represent annual bonus awards, which have been or will be paid in (i) fiscal year 2026 with respect to the named executive officer’s fiscal year 2025 performance and (ii) in fiscal year 2025 with respect to the named executive officer’s fiscal year 2024 performance. |
Summary Compensation Table
| (3) A portion of the stock awards granted in 2025 and the stock awards granted in 2024 are in the form of restricted stock units (“RSUs”) 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 RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions made in determining values with respect to RSU awards are disclosed in Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K. |
Summary Compensation Table
| (4) On November 12, 2025, Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 700,000, 400,000 and 700,000 Class B Units of FOA Equity (“Class B LLC Units” or “Incentive Units”), respectively. The Incentive Units vest upon the occurrence of a performance condition that was not deemed probable on the grant date. Accordingly, no value is included in the table for these awards. Further, even assuming achievement of the performance condition, no value has been assigned to the Incentive Units by the Company, as the value would depend upon assumptions with a high degree of uncertainty, including assumptions regarding the date the performance condition occurs and the fair market value of the Class A Common Stock on such date. For additional information regarding the Incentive Units, see “—Narrative Disclosure to Summary Compensation Table—2025 Named Executive Officer Compensation—Incentive Units.” |
Summary Compensation Table
| (5) The option awards granted in 2025 are in the form of options to purchase shares of Class A Common Stock (referred to herein as “Stock Options”) and vest ratably over a prospective three-year period, subject to the named executive officer’s continued employment on the vesting date. The option awards granted in 2024 are in the form of options to purchase Class A LLC Units exchangeable for shares of Class A Common Stock (referred to herein as “Unit Options” and together with Stock Options, “Options”) and vest at the end of a prospective two-year period, 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 Topic 718. The assumptions made in determining values with respect to option awards are disclosed in Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K. |
Summary Compensation Table
| (6) For each named executive officer, the amounts in the “All Other Compensation” column include Company 401(k) matching contributions. For Ms. Sieffert, the amounts in the “All Other Compensation” column also include remote work business stipends totaling $1,200. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Option / Stock Award Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Graham A. Fleming | 6/17/2021 | — | — | — | — | — | — | — | 13,680(8) | 331,193 | | | 3/31/2023 | — | — | — | — | — | 40,322(5) | 976,196 | — | — | | | 4/1/2024 | — | — | — | — | — | 133,334(6) | 3,228,016 | — | — | | | 11/7/2024 | — | 200,000(3) | — | 25 | 11/7/2029 | — | — | — | — | | | 4/1/2025 | — | — | — | — | — | 98,874(7) | 2,393,740 | — | — | | | 11/12/2025 | — | — | — | — | — | — | — | 700,000(9) | 839,990(10) | | | 12/19/2025 | — | 200,000(4) | — | 25 | 12/19/2030 | — | — | — | — | | Kristen N. Sieffert | 6/17/2021 | — | — | — | — | — | — | — | 7,200(8) | 174,312 | | | 3/31/2023 | — | — | — | — | — | 13,440(5) | 325,382 | — | — | | | 4/1/2024 | — | — | — | — | — | 83,334(6) | 2,017,516 | — | — | | | 11/7/2024 | — | 150,000(3) | — | 25 | 11/7/2029 | — | — | — | — | | | 4/1/2025 | — | — | — | — | — | 88,088(7) | 2,132,610 | — | — | | | 11/12/2025 | — | — | — | — | — | — | — | 400,000(9) | 479,987(10) | | | 12/19/2025 | — | 150,000(4) | — | 25 | 12/19/2030 | — | — | — | — | | Jeremy E. Prahm | 6/17/2021 | — | — | — | — | — | — | — | 8,640(8) | 209,174 | | | 3/31/2023 | — | — | — | — | — | 40,322(5) | 976,196 | — | — | | | 4/1/2024 | — | — | — | — | — | 133,334(6) | 3,228,016 | — | — | | | 11/7/2024 | — | 200,000(3) | — | 25 | 11/7/2029 | — | — | — | — | | | 4/1/2025 | — | — | — | — | — | 98,874(7) | 2,393,740 | — | — | | | 11/12/2025 | — | — | — | — | — | — | — | 700,000(9) | 839,990(10) | | | 12/19/2025 | — | 200,000(4) | — | 25 | 12/19/2030 | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) For better understanding of this table, this column has been added to show the grant date of all option and stock awards outstanding at 2025 fiscal year-end. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Amounts reported are based on the closing price per share of our Class A Common Stock on the NYSE as of December 31, 2025, the last trading day of the fiscal year, of $24.21. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents Unit Options that will vest on the second anniversary of November 7, 2024, subject to such holder’s continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents Stock Options that will vest in one-third increments on the first, second and third anniversaries of December 19, 2025, subject to such holder’s continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Represents RSUs that will vest on the third anniversary of April 1, 2023, subject to such holder’s continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Represents RSUs that will vest on the second and third anniversaries of April 1, 2024, subject to such holder’s continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Represents RSUs that will vest on the first, second and third anniversaries of April 1, 2025, subject to such holder’s continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Reflects Earnout Rights granted in 2021. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) Reflects Incentive Units granted in 2025. The Incentive Units vest upon the occurrence of the consummation of a Change in Control (as defined in the Omnibus Plan), subject to the grantee’s continued employment on the vesting date. The Incentive Units will expire without vesting if a Change in Control is not consummated within five years of the date of grant. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) Upon vesting, the Incentive Units will convert into a number of Class A LLC Units having a fair market value equal to the excess (if any) of the fair market value of the Class A Common Stock as of the vesting date over the closing price of the Class A Common Stock on the date of grant. For purposes of this calculation, the closing price per share of our Class A Common Stock on the NYSE as of December 31, 2025, the last trading day of the fiscal year, of $24.21, was used as the fair market value of the Class A Common Stock as of the vesting date. The closing price per share of our Class A Common Stock on the NYSE as of November 12, 2025, the date of grant, was $23.01. As a result, the fair market value of the Class A Common Stock as of the vesting date over the closing price of the Class A Common Stock on the date of grant was determined to be $1.20. Such amount was multiplied by the number of Incentive Units and the product was then divided by $24.21 to determine the number of Class A LLC Units that the Incentive Units would convert into, rounded down to the nearest whole Class A LLC Unit. That number of Class A LLC Units was then multiplied by the price of $24.21 to obtain the final value presented in the table. |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE The “2025 Executive Compensation—Narrative Disclosure to Summary Compensation Table—2025 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 2025 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 Return (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. In accordance with the Rule, the value of stock and option awards in a particular year includes:
PAY VERSUS PERFORMANCE DISCLOSURE
| • | the year-end fair value of the awards granted in the covered fiscal year (e.g., 2025) that are outstanding and unvested as of the end of the covered fiscal year; |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | the change in fair value from the end of the prior fiscal year (e.g., 2024) 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 |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
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.
2025 Pay Versus Performance Table
2025 Pay Versus Performance Table
2025 Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) ($) | Net Income (Loss)(4) ($ millions) | | 2025 | 6,933,012 | 4,692,090 | 6,257,364 | 4,510,649 | 191 | 103 | | 2024 | 4,431,850 | 12,431,698 | 3,845,450 | 10,246,084 | 221 | 36 | | 2023 | 3,009,901 | 2,691,669 | 2,354,251 | 2,149,870 | 87 | (218) |
2025 Pay Versus Performance Table
| (1) Mr. Fleming served as our PEO for each of the covered years. The individuals comprising the Non-PEO NEOs for each of the covered years are Ms. Sieffert and Mr. Prahm. |
2025 Pay Versus Performance Table
| (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” for fiscal year 2025 (all amounts are averages for the named executive officers other than the principal executive officer): |
2025 Pay Versus Performance Table
| | Equity Award Adjustments | | | | | | | | | | Year | Executive(s) | Summary Compensation Table Total ($) | Deduct Reported Value of Stock Awards ($) | Deduct Reported Value of Option Awards ($) | Add Year-End Market Value of Unvested Equity Awards Granted in Year ($) | Add Market Value of Equity Awards Granted and Vested in Year ($) | Change in Market Value of Unvested Equity Awards Granted in Prior Years ($) | Change in Market Value of Equity Awards Granted in Prior Years which Vested in Year ($) | Compensation Actually Paid ($) | | 2025 | Graham A. Fleming (PEO) | 6,933,012 | (2,062,512) | (2,510,000) | 5,145,740 | — | (1,968,484) | (845,666) | 4,692,090 | | | Average for Non-PEO NEOs | 6,257,364 | (1,950,014) | (2,196,250) | 4,671,175 | — | (1,641,158) | (630,468) | 4,510,649 |
2025 Pay Versus Performance Table
| (3) TSR is determined based on the value of an initial fixed investment of $100 using the Class A Common Stock closing price on December 30, 2022; calculated based on changes to the Class A Common Share price from the closing price on December 30, 2022 compared to the closing price on the last day of the respective reporting period. |
2025 Pay Versus Performance Table
| (4) Net Income (Loss) as reported in the Company’s financial statements. |
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions Relationship between Compensation Actually Paid to our PEOs, the Average of Compensation Actually Paid to Non-PEO NEOs, and, in each case, FOA’s Cumulative TSR. For 2025, as compared to 2024, the compensation actually paid to Mr. Fleming, as our PEO, decreased by 62% to $4.7 million. For 2025, as compared to 2024, the average of the compensation actually paid to the Non-PEO NEOs decreased by 56% to $4.5 million. For 2025, as compared to 2024, the cumulative TSR decreased by 14%. For 2024, as compared to 2023, the compensation actually paid to Mr. Fleming, as our PEO, increased by 362% to $12.4 million. For 2024, as compared to 2023, the average of the compensation actually paid to the Non-PEO NEOs increased by 377% to $10.2 million. For 2024, as compared to 2023, the cumulative TSR increased by 154%. Relationship Between Compensation Actually Paid to our PEOs, the Average of the Compensation Actually Paid to the Non-PEO NEOs, and, in each case, the Company’s Net Income (Loss). For 2025, as compared to 2024, the compensation actually paid to Mr. Fleming, as our PEO, decreased by 62% to $4.7 million. For 2025, as compared to 2024, the average of the compensation actually paid to the Non-PEO NEOs decreased by 56% to $4.5 million. For 2025, as compared to 2024, Net Income increased by $67 million. Net Income (Loss) included in the Pay Versus Performance table for 2024 and 2025 is as reported in the 2025 Form 10-K. For 2024, as compared to 2023, the compensation actually paid to Mr. Fleming, as our PEO, increased by 362% to $12.4 million. For 2024, as compared to 2023, the average of the compensation actually paid to the Non-PEO NEOs increased by 377% to $10.2 million. For 2024, as compared to 2023, Net Income increased by $254 million. Net Income (Loss) included in the Pay Versus Performance table for 2023 is as reported in the 2024 Form 10-K/A.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We offer a market-competitive director compensation program for non-employee directors. Our director compensation program provides eligible non-employee directors with an annual compensation package of approximately $200,000, consisting of a quarterly cash retainer of $25,000 and an annual grant of approximately $100,000 in equity compensation. Directors who are employed by us (if any) are not compensated by us for their services as directors. The table below summarizes the compensation earned by each eligible non-employee director for the year ended December 31, 2025.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Brian L. Libman | 100,000 | 99,992 | 199,992 | | Norma C. Corio | 100,000 | 99,992 | 199,992 | | Andrew Essex(3) | 78,611 | 99,992 | 178,603 | | Cory S. Gardner(3) | 78,611 | 99,992 | 178,603 | | Robert W. Lord(4) | 37,637 | 0 | 37,637 | | Tyson A. Pratcher | 100,000 | 99,992 | 199,992 | | Lance N. West | 100,000 | 99,992 | 199,992 |
2025 Director Compensation
| (1) Reflects fees earned by the director for the year ended December 31, 2025, whether or not paid in such year. |
2025 Director Compensation
| (2) The amount reflects the aggregate grant date fair value of the stock awards granted on May 19, 2025, computed in accordance with Topic 718, based on the closing price of our Class A Common Stock on the grant date. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 16 (Equity-Based Compensation) to the Consolidated Financial Statements in our 2025 Form 10-K. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the RSUs. As of December 31, 2025, each of our non-employee directors held an aggregate of 4,570 RSUs, which vest on the earlier of (i) the date of the 2026 Annual Meeting and (ii) May 19, 2026. |
2025 Director Compensation
| (3) Messrs. Essex and Gardner were appointed to the Board on March 19, 2025 and so their quarterly cash retainers for the quarter ended March 31, 2025 were pro-rated based on the number of days they served on the Board during such quarter. |
2025 Director Compensation
| (4) Mr. Lord served on the Board until the Company’s 2025 Annual Meeting of Stockholders on May 16, 2025 and so his quarterly cash retainer for the quarter ended June 30, 2025 was pro-rated based on the number of days he served on the Board during such quarter. |
2025 Director Compensation
Further, upon the recommendation of the compensation committee, the Board has resolved that, effective from and including the date of the Annual Meeting, an additional $25,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the audit committee, an additional $15,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the compensation committee and an additional $10,000 annual cash retainer will be paid to any non-employee director serving as the chairperson of the nominating and corporate governance committee.
Indemnification of Directors and Officers
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. We are also party to indemnification agreements with our directors and executive officers. These agreements require us to indemnify our directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified 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.