Gregory J. Ritts
About Gregory J. Ritts
Gregory J. Ritts is Chief Legal and Compliance Officer (since February 2018) and General Counsel (since joining in October 2014) of Altisource Portfolio Solutions S.A. (ASPS); age 56 as of March 17, 2025. He holds a BA from Miami University and a JD from the University of Michigan Law School, with prior senior legal roles at Publicis Groupe, Razorfish LLC, aQuantive, and Microsoft, and early-career associate roles at Nixon Peabody and Perkins Coie . Company performance context: ASPS revenues were $153.1M*, $145.1M*, and $160.1M* in FY2022–FY2024 respectively, and EBITDA improved from $(24.4)M* in FY2022 to $10.0M* in FY2024; ASPS reported negative TSR in 2022–2024 per pay-versus-performance disclosures .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altisource Portfolio Solutions S.A. | Chief Legal & Compliance Officer | Since Feb 2018 | Leads legal/compliance for a Nasdaq-listed mortgage/real estate services platform |
| Altisource Portfolio Solutions S.A. | General Counsel | Since Oct 2014 | Corporate legal leadership through multiple capital structure actions |
| Publicis Groupe | Senior Vice President, Deputy General Counsel | Beginning Jun 2010 | Global legal leadership at large advertising/communications group |
| Razorfish LLC | Global VP, Business Affairs & Corporate Development | Not disclosed | Senior legal/business affairs at digital agency |
| aQuantive, Inc.; Microsoft Corporation | Senior legal positions | Not disclosed | Senior legal roles at tech leaders |
| Nixon Peabody; Perkins Coie | Associate Attorney | Not disclosed | Foundational legal practice experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in the latest proxy |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $477,915 | $505,317 | $464,964 |
| Stock Awards (Grant-date fair value) | $316,185 | $256,348 | $225,631 |
| Non-Equity Incentive Plan Compensation | — | — | — |
| All Other Compensation | $92,075 | $111,046 | $35,261 |
| Total Compensation | $886,175 | $872,711 | $725,857 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Achievement | Payout Determination | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Consolidated Service Revenue Budget | 5% | Company budget | 84% achievement | Scorecard earned $165,210 on $246,000 target (67.2%) | Paid entirely in RSUs; 60% vests at 1st anniversary, remaining 40% vests equally on 1st and 2nd anniversaries; continued employment required |
| Annual Incentive (2024) | Consolidated Adjusted EBITDA Budget | 85% | Company budget | 87% achievement | Included in scorecard above | As above |
| Annual Incentive (2024) | Support Function Budget | 10% | Ritts functional budget | 110% achievement | Included in scorecard above | As above |
| RSU Grant from 2024 AIP | RSUs Granted | — | — | 157,330 RSUs; effective value $111,704; 45.4% of target | Discretionary reallocation by CEO increased award by 75,000 RSUs for Ritts due to Transaction execution contributions | 60% at 1st anniversary; remaining 40% equally at 1st and 2nd anniversaries |
| 2024 LTIP | Adjusted EPS across 2024–2026 | 50% of LTIP RSUs | Pre-set EPS goals | Earned scale 0–150% of Initial Award Size | Modified by relative TSR vs Russell 2000 to final 0–225% | Cliff vest at 3rd anniversary; employment required |
| 2024 LTIP | Relative TSR vs Russell 2000 | 50% of LTIP RSUs | TSR outperformance | Multiplier applied as above | As above | As above |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 126,600 shares; <1% of outstanding | |
| Components of beneficial ownership | 89,921 direct shares; 27,642 options exercisable within 60 days; 9,037 restricted shares vesting within 60 days | |
| Pledging/Hedging | Executive officers prohibited from pledging and hedging Company shares | |
| Ownership guidelines | Minimum stock ownership requirements apply to non-management directors and CEO; not disclosed for CLCO | |
| Insider grant recognition | Additional 75,000 RSUs in 2025 AIP due to Transaction execution contribution |
Option Awards (as of Dec 31, 2024)
| Grant Date | Type | # Options | Exercise Price | Expiration | Vesting/Performance Conditions |
|---|---|---|---|---|---|
| Apr 15, 2015 | Time-based/exercisable | 7,800 | $18.79 | 4/15/2025 | Standard maturity |
| Aug 29, 2016 | Performance-based | 1,667 | $32.64 | 8/29/2026 | Price hurdle $97.92 + 25% annual ROR; tranche vesting (8) |
| Aug 29, 2016 | Performance-based | 3,333 | $32.64 | 8/29/2026 | Price hurdle $65.28 + 20% annual ROR; tranche vesting (9) |
| Aug 29, 2016 | Performance-based | 5,000 | $32.64 | 8/29/2026 | As above (8)(9) |
| Jul 27, 2017 | Performance-based | 1,667 | $27.65 | 7/27/2027 | Price hurdle $82.95 + 25% annual ROR; tranche vesting (10) |
| Jul 27, 2017 | Performance-based | 3,333 | $27.65 | 7/27/2027 | Price hurdle $55.30 + 20% annual ROR; tranche vesting (11) |
| Feb 12, 2018 | Time/performance mix | 14,842 | $24.82 | 2/12/2028 | Standard terms |
RSU and Restricted Share Vesting Schedule (as of Dec 31, 2024)
| Award | Count | Vesting |
|---|---|---|
| RSU (time-based) | 3,334 | Vests 3/01/2025 (12) |
| RSU (performance/market-based, 2022 grant) | 10,000 | Cliff vest 3/01/2025, subject to performance (13) |
| RSU (time-based) | 4,871 | Vests 3/20/2025 (14) |
| RSU (time-based) | 8,333 | Vests 3/20/2025 and 3/20/2026 in two equal installments (15) |
| RSU (performance/market-based, 2023 grant) | 12,500 | Cliff vest 3/20/2026, subject to performance (16) |
| RSU (time-based) | 46,854 | Vests 2/20/2025 and 2/20/2026 in two equal installments (17) |
| RSU (time-based, 2024 grant) | 19,072 | Vests 2/20/2025, 2/20/2026, 2/20/2027 in three equal installments (18) |
| RSU (performance/market-based, 2024 grant) | 19,072 | Cliff vest 2/20/2027, subject to performance (19) |
| RSUs (2020 market-based portion) | 19,000 | Performance-based portion cancelled effective 1/29/2025 (6) |
| RSUs (2024 AIP award, granted 2/25/2025) | 157,330 | 60% at 1st anniversary; remaining 40% split across 1st and 2nd anniversaries; continued employment required |
| Management RSUs (Transaction, effective 2/13/2025) | Allocation equal to 0.8152% of post-Transaction common stock | Vests in three equal tranches on each of the first three anniversaries of the Transactions; executives will not participate in LTIPs 2025–2027 |
Employment Terms
- Contract: Luxembourg employment agreement (indefinite term); includes confidentiality and IP covenants; non-compete minimum one year; non-solicit two years post-termination; governed by Luxembourg law .
- Severance (no cause/Good Reason): Four months’ base salary plus statutory notice and additional payments per articles L.124-1 and L.124-7 of the Luxembourg Labor Code; relocation costs to U.S. upon certain terminations .
- Change-of-Control: Single-trigger cash payment of 12 months’ base salary plus one year’s target incentive compensation at Change-of-Control; if CoC occurs after Oct 1 before incentives are paid, pro-rated incentive due for the service year; if terminated other than for Cause following CoC, severance limited to statutory notice and legally required payments .
- Equity on termination/CoC: Vesting and retention rules for options/RSUs include retention of vested and certain market-based options if hurdles met; acceleration possible for service-based options/RSUs upon death/disability/retirement; Compensation Committee discretion to adjust vesting upon CoC; forfeiture upon “Cause” or resignation for options and unvested RSUs subject to terms .
- Clawback: Maintains clawback policy updated in 2024 per Nasdaq listing rules .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $153,120,000* | $145,066,000* | $160,134,000* |
| EBITDA (USD) | $(24,371,000)* | $(9,194,000)* | $9,986,000* |
| *Values retrieved from S&P Global. |
- Pay-versus-Performance TSR index values (Company-reported): 2022: (15.69); 2023: (62.37); 2024: (81.46) .
Compensation Structure Analysis
- Shift to retention-linked equity: 2025 management RSUs tied to Transaction vesting over three years; NEOs excluded from LTIPs 2025–2027, signaling emphasis on retention/stability and lender alignment .
- Annual incentive restructured: 2024 annual incentives paid fully in RSUs with 60% delayed vesting to one year, increasing at-risk and retention features; Ritts’ award 157,330 RSUs with effective value equating to 45.4% of target due to pool constraints and CEO-led reallocation .
- Performance metrics: Heavy weighting to Adjusted EBITDA (85% for Ritts) plus Support Function (10%); outcomes at 87% and 110% respectively drove payouts .
- Option profile: Significant legacy performance-based options with high price hurdles and near-term expirations (2026–2027), limiting realizable value unless material share price appreciation occurs .
Related Party, Hedging, and Pledging Policies
- Hedging/pledging: Executives prohibited from pledging or hedging Company stock; insider trading policy and trading windows maintained .
- Section 16 compliance: Company reported timely filings in 2024 except one late report for a Director; no exceptions noted for Ritts in 2024 .
Investment Implications
- Alignment: Ritts’ equity is predominantly RSUs with multi-year vesting and management RSUs tied to the 2025 Transaction, reinforcing retention and alignment during deleveraging and strategic execution .
- Selling pressure: Multiple RSU tranches vest across 2025–2027, including 2024 LTIP time-based RSUs and 2025 AIP RSUs; while vesting can increase float, pledging is prohibited and vesting is conditional on continued employment, moderating immediate selling risk .
- Pay-for-performance: Incentive structure is heavily EBITDA-weighted with defined scorecard outcomes; 2024 payouts were constrained and equity-settled, which should limit cash outflows and strengthen retention amid capital structure changes .
- Execution signal: Additional RSUs recognizing Ritts’ role in the 2025 debt exchange/warrants transaction suggest strong involvement in value-preserving actions; legacy options with high hurdles provide upside leverage only if turnaround drives substantial share appreciation .