DEF 14A of Finance of America Companies Inc.
Filed Mar 28, 2024 · FY20230001193125-24-080877
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 re-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 re-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 2024
Nominees for Election to the Board of Directors in 2024 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 2024
| Name | Age | Principal Occupation and Other Information | | Brian L. Libman | 58 | Brian L. Libman oversees our Company’s business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. 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 creating Finance of America in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. He 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 | 63 | Norma C. Corio joined the Company’s board of directors upon the closing of the Business Combination. 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 |
Nominees for Election to the Board of Directors in 2024
| Name | Age | Principal Occupation and Other Information | | | | (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 Committee. Additionally, she serves as a director of Cicor Technologies Ltd. (SWX: CICN-CH), a publicly listed company in Switzerland, where she is a member of the Audit Committee. She also serves on the boards of private companies: Omni Environmental Solutions, Wood Technologies International, and Bibliotheca. 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 (private). Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. in Economics from LeMoyne College. | | Robert W. Lord | 61 | Robert W. Lord joined the Company’s board of directors upon the closing of the Business Combination. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022 and recently retired in December 2023. Mr. Lord currently is self-employed and runs a consultancy services business. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. Mr. Lord has served as a member of the board of directors of Aqua Finance, Inc. from October 2020 to July 2022 and previously served as a member of the boards of directors of Williams-Sonoma, Inc. from October 2017 to December 2019 and ScreenVision Media, Inc. from February 2016 to April 2018. Mr. Lord holds a B.S. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. | | Tyson A. Pratcher | 49 | Tyson A. Pratcher joined the Company’s board of directors upon the closing of the Business Combination. 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. |
Nominees for Election to the Board of Directors in 2024
| Name | Age | Principal Occupation and Other Information | | | | Mr. Pratcher holds a J.D. from Columbia Law School and a B.S. in Political Science from Hampton University. | | Lance N. West | 63 | Lance N. West joined the Company’s board of directors upon the closing of the Business Combination. 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 in 1999, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC from 1992 to 1999. 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 from 1982 to 1984. 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 2024
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. 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, each of certain funds affiliated with Blackstone Inc. (“Blackstone,” and such funds, the “Blackstone Investors”) and an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the “BL Investors” and, together with the Blackstone Investors, the “Principal Stockholders”) are entitled to nominate a certain number of directors to the board of directors, based on each such holder’s ownership of the voting securities of the Company. The Blackstone Investors have not currently exercised their right to nominate any directors to the Board. See “Transactions with Related Persons —Stockholders Agreement.”
Director Independence and Independence Determinations
Director Independence and Independence Determinations Our board of directors has affirmatively determined that each of Ms. Corio and Messrs. Lord, 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 to our board of directors. 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. Our Stockholders Agreement grants our Principal Stockholders the right to designate nominees to our board of directors subject to the maintenance of certain ownership requirements. Mr. Libman was designated by our Principal Stockholders 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 ($)(3) | All Other Compensation ($)(4) | Total ($) | | Graham A. Fleming | 2023 | 850,000 | 650,000 | 1,500,001 | 9,900 | 3,009,901 | | Chief Executive Officer* | 2022 | 850,000 | 750,000 | 1,499,999 | 9,150 | 3,109,149 | | Kristen N. Sieffert | 2023 | 587,500 | 600,000 | 500,000 | 11,100 | 1,698,600 | | President** | | | | | | | | Jeremy E. Prahm | 2023 | 850,000 | 650,000 | 1,500,001 | 7,000 | 3,007,001 | | Chief Investment Officer | 2022 | 850,000 | 750,000 | 1,499,999 | 7,417 | 3,107,416 |
Summary Compensation Table
| * Mr. Fleming served as President from October 2020 to April 2023 and Interim Chief Executive Officer from July 2022 to April 2023. Mr. Fleming was appointed Chief Executive Officer of the Company effective April 5, 2023. |
Summary Compensation Table
| ** Ms. Sieffert was appointed President of the Company effective April 5, 2023. Ms. Sieffert has served as Head of Enterprise Consumer Direct at Finance of America Holdings LLC since April 2022 and as President of Finance of America Reverse LLC since 2015. |
Summary Compensation Table
| (1) The amounts in the “Salary” column represent the base salary earned by each named executive officer. On April 1, 2023, Ms. Sieffert received a base salary increase in connection with Ms. Sieffert’s appointment as President of the Company, increasing her base salary from $400,000 to $650,000. Ms. Sieffert’s 2023 base salary amount reflects the total base salary earned by Ms. Sieffert in 2023. |
Summary Compensation Table
| (2) The amounts in the “Bonus” column represent annual bonus awards, which have been or will be paid in fiscal year 2024 with respect to the named executive officer’s fiscal year 2023 performance. |
Summary Compensation Table
| (3) The stock awards are in the form of restricted stock units that vest ratably over a prospective three-year period, subject to the named executive officer’s continued employment on the vesting date, and amounts reflect the aggregate grant date fair value of the restricted stock unit awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made in determining values with respect to awards are disclosed in Note 22 (Equity-Based Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 15, 2024. |
Summary Compensation Table
| (4) For each named executive officer, the amounts in the “All Other Compensation” column include Company 401(k) matching contributions. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Marked Value of Shares or Units of Stock That Have Not Vested(1) ($) | 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) ($) | | Graham A. Fleming | 1,862,212(2) | 2,048,433 | 136,800(5) | 150,480 | | Kristen N. Sieffert | 683,805(3) | 752,186 | 72,000(5) | 79,200 | | Jeremy E. Prahm | 1,741,811(4) | 1,915,992 | 86,400(5) | 95,040 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Amounts reported are based on the closing price per share of our common stock on the NYSE as of December 29, 2023, the last trading day of the fiscal year, of $1.10. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Represents (i) 326,801 Replacement RSUs that will vest on the third anniversary of the closing of the Business Combination, (ii) 325,733 restricted stock units that will vest on the second and third anniversaries of April 1, 2022 and (iii) 1,209,678 restricted stock units that will vest on the first, second and third anniversaries of April 1, 2023, each subject to such holder’s continued employment. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Represents (i) 172,001 Replacement RSUs that will vest on the third anniversary of the closing of the Business Combination, (ii) 108,578 restricted stock units that will vest on the second and third anniversaries of April 1, 2022 and (iii) 403,226 restricted stock units that will vest on the first, second and third anniversaries of April 1, 2023, each subject to such holder’s continued employment. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Represents (i) 206,400 Replacement RSUs that will vest on the third anniversary of the closing of the Business Combination, (ii) 325,733 restricted stock units that will vest on the second and third anniversaries of April 1, 2022 and (iii) 1,209,678 restricted stock units that will vest on the first, second and third anniversaries of April 1, 2023, each subject to such holder’s continued employment. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Reflects Earnout Rights granted in 2021, which represent the right to receive additional shares of Class A Common Stock and will vest 50% upon the occurrence of the First Earnout Achievement Date and 50% upon the occurrence of the Second Earnout Achievement Date, in each case subject to the same continued service requirements as the Replacement RSUs. |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE The table below 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 using rules required by the SEC); (iii) our Total Shareholder Return (TSR); and (iv) our Net Income (Loss). Use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table. As described in this Proxy Statement, the Company was a newly formed entity in 2021, and therefore, the 2021 compensation presented below in respect of the named executive officers prior to April 1, 2021 was determined in accordance with policies and practices developed by UFG, the Company’s predecessor holding company, in respect of services the named executive officers provided to UFG and/or its subsidiaries.
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (Fleming)(1) ($) | Compensation Actually Paid to PEO (Fleming)(2) ($) | Summary Compensation Table Total for PEO (Cook)(1) ($) | Compensation Actually Paid to PEO (Cook)(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) | | 2023 | 3,009,901 | 2,691,669 | N/A | N/A | 2,352,801 | 2,148,420 | 12 | (218) | | 2022 | 3,109,149 | (208,328) | 4,460,742 | (108,978) | 2,333,283 | 836,461 | 13 | (716) | | 2021 | N/A | N/A | 19,163,010 | 11,631,663 | 6,893,025 | 4,256,237 | 42 | (1,177) |
2023 Pay Versus Performance Table
| (1) Mr. Fleming was elected Interim Chief Executive Officer effective July 1, 2022, succeeding Particia L. Cook, and was elected as Chief Executive Officer effective April 5, 2023. The individuals comprising the Non-PEO NEOs are as follows: |
2023 Pay Versus Performance Table
| • | 2023: Ms. Sieffert and Mr. Prahm; |
2023 Pay Versus Performance Table
| • | 2022: Mr. Prahm and Johan Gericke, who served as the Company’s Chief Financial Officer from March 2021 to October 2023; and |
2023 Pay Versus Performance Table
| • | 2021: Messrs. Fleming, Prahm and Gericke, Tai. A. Thornock, who serves as the Company’s Chief Accounting Officer and served as the Interim Chief Financial Officer from January 2021 until March 2021, and Anthony W. Villani, who served as the Chief Legal Officer from October 2020 to September 2022 |
2023 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 2023 (all amounts are averages for the named executive officers other than the principal executive officer): |
2023 Pay Versus Performance Table
| | | Equity Award Adjustments | | | | | | | | Year | Executive(s) | Summary Compensation Table Total ($) | Deduct Reported Value of Stock Awards ($) | 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 ($) | | 2023 | Graham A. Fleming (PEO) | 3,009,901 | (1,500,001) | 1,330,646 | — | (134,187) | (14,690) | 2,691,669 | | | Average for Non- PEO NEOs | 2,352,801 | (1,000,001) | 887,098 | — | (82,545) | (8,933) | 2,148,420 |
2023 Pay Versus Performance Table
| (3) TSR is determined based on the value of an initial fixed investment of $100 on April 1, 2021, the closing date of the Business Combination; calculated based on changes to the Class A Common Share price from that date compared to the last day of the respective reporting period. |
2023 Pay Versus Performance Table
| (4) Net Income (Loss) as reported in the Company’s financial statements. Net Loss for 2021 includes $(1,301) million for the Successor period for the nine months ended December 31, 2021 and $124 million for the Predecessor period for the three months ended March 31, 2021. |
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions
| Period | Compensation Actually Paid to PEO (Fleming) | Compensation Actually Paid to PEO (Cook) | Average Compensation Actually Paid to Non-PEO NEOs | FOA’s TSR | Net Income (Loss) | | 2022 to 2023 | Increased by $2.9M | N/A | Increased by 157% | Declined by 8% | Loss Decreased by $498M | | 2021 to 2022 | N/A | Declined by 101% | Declined by 80% | Declined by 69% | Loss Decreased by $461M |
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 2023, as compared to 2022, the compensation actually paid to Mr. Fleming, as our PEO, increased by $2.9 million. For 2023, as compared to 2022, the average of the compensation actually paid to the Non-PEO NEOs increased by 157%. For 2023, as compared to 2022, the cumulative TSR declined by 8%. For 2022, as compared to 2021, the compensation actually paid to Ms. Cook, as our PEO, declined by 101%. For 2022, as compared to 2021, the average of the compensation actually paid to the Non-PEO NEOs declined by 80%. For 2022, as compared to 2021, the cumulative TSR declined by 69%. |
Pay Versus Performance Relationship Descriptions
| • | 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 2023, as compared to 2022, the compensation actually paid to Mr. Fleming, as our PEO, increased by $2.9 million. For 2023, as compared to 2022, Net Loss decreased by $498 million. Net Loss included in the Pay Versus Performance table for 2022 and 2023 is as reported in FOA’s Form 10-K, filed with the SEC on March 15, 2024. For 2022, as compared to 2021, the compensation actually paid to Ms. Cook, as our PEO, declined by 101%. For 2022, as compared to 2021, Net Loss decreased by $461 million. Net Loss included in the Pay Versus Performance table for 2021 is as reported in FOA’s Form 10-K, filed with the SEC on March 16, 2023. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We offer a market-competitive director compensation program for non-employee, non-Blackstone affiliated directors. Our director compensation program provides eligible non-employee directors with an annual compensation package of $200,000, consisting of a quarterly cash retainer of $25,000 and an annual grant of approximately $100,000 in equity compensation. Directors who are employed by us and directors who are affiliated with Blackstone (in each case, if any) are not compensated by us for their services as directors. The table below summarizes the compensation earned by each eligible non-employee director for the year ended December 31, 2023.
2023 Director Compensation
2023 Director Compensation
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Brian L. Libman | 100,000 | 100,000 | 200,000 | | Norma C. Corio | 100,000 | 100,000 | 200,000 | | Robert W. Lord | 100,000 | 100,000 | 200,000 | | Tyson A. Pratcher | 100,000 | 100,000 | 200,000 | | Lance N. West | 100,000 | 100,000 | 200,000 |
2023 Director Compensation
| (1) Reflects fees earned by the director for the year ended December 31, 2023, whether or not paid in such year. |
2023 Director Compensation
| (2) The amount reflects the aggregate grant date fair value of the stock awards granted on June 8, 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, based on the closing price of our 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 22 (Equity-Based Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 15, 2024. 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, 2023, each of our non-employee directors held an aggregate of 56,497 RSUs, which vest on the earlier of (i) the date of the 2024 Annual Meeting and (ii) June 8, 2024. |
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. 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.