Joseph L. Morettini
About Joseph L. Morettini
Independent director of Altisource Portfolio Solutions (ASPS); age 72 as of March 17, 2025; joined the board in May 2017. Former Deloitte & Touche LLP partner (1989–2015) and Altisource’s external audit partner (Aug 2009–Feb 2014). CPA; BA from the University of Illinois and Master of Accountancy from Western Illinois University. Recognized by ASPS as financially literate and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner | 1989–2015 | Led audits for financial services and public companies; deep accounting/audit expertise |
| Altisource Portfolio Solutions S.A. | External Audit Partner (Deloitte engagement) | Aug 2009–Feb 2014 | External audit lead for Altisource prior to board service |
| TechBridge (nonprofit) | Director; Audit Committee Chair | 2003–2005 | Chaired audit; governance experience in nonprofit setting |
External Roles
- No current public-company board roles disclosed. Prior nonprofit directorship noted above.
Board Governance
- Independence: Board determined all directors other than CEO William B. Shepro are independent; Morettini is independent.
- Committee assignments (current nomination slate as of Mar 17, 2025): Compensation Committee member; Chair of Nomination/Governance Committee.
- Audit involvement: Served on Audit Committee during 2024 alongside Roland Müller‑Ineichen (Chair) and Mary C. Hickok; committee met 10 times.
- Attendance: Board met 14 times in 2024; each director attended at least 75% of board and committee meetings during their service period.
- Executive sessions: Independent directors met in executive session four times in 2024.
- Lead Independent Director: Roland Müller‑Ineichen continues to serve.
Fixed Compensation
| Component (2024 service year) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $54,000 | Program level |
| Audit Committee member fee | $10,000 | Member fee (non-chair) |
| Nomination/Governance Committee Chair fee | $12,500 | Chair fee |
| Total cash earned (2024) | $76,500 | Matches director compensation table |
- The company reimburses reasonable travel and pays Luxembourg tax preparation for non-resident directors (approved in 2018).
Performance Compensation
| Equity element | Grant basis | Quantity / Value | Vesting / Conditions |
|---|---|---|---|
| Director RSU Award (2023–2024 service year) | $120,000 award value ÷ avg price on May 17, 2023 | 28,037 shares; aggregate fair value at award date shown as $48,180 in May 2024 | Vests at end of service year if ≥75% attendance |
| Director RSU Award (2024–2025 service year) | $120,000 award value ÷ avg price on May 31, 2024 ($1.83) | 65,574 shares | Vests at end of service year with ≥75% attendance |
- New non‑management directors receive a one‑time grant of 500 restricted shares vesting in four equal annual tranches; not applicable to Morettini’s 2017 start date.
- Director equity awards are purely attendance‑contingent (≥75%); no revenue/EBITDA/TSR metrics are tied to director pay.
Other Directorships & Interlocks
- Interlocks: None disclosed with ASPS customers/suppliers. Historical external audit relationship with Altisource ended in Feb 2014; board appointment in May 2017 (cool‑off period exceeded under typical independence frameworks).
- Current public boards: None disclosed.
Expertise & Qualifications
- CPA; extensive audit leadership in financial services and mortgage servicing sectors; designated audit committee financial expert.
- Governance: Chairs Nomination/Governance; prior audit committee service; experience with committee charters and annual reviews.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Apr 3, 2024 | 58,061 | <1% | Based on 26,952,660 shares outstanding |
| Mar 17, 2025 | 86,098 | <1% | Based on 87,511,479 shares outstanding |
- Company states that no shares have been pledged by directors or NEOs; Corporate Governance Guidelines include anti‑hedging/anti‑pledging policies.
- Directors must meet stock ownership guidelines of ≥3× annual cash retainer; the company states all directors currently meet requirements.
Governance Assessment
- Board effectiveness: Morettini contributes strong audit and financial controls oversight; served on Audit Committee in 2024 and is an “audit committee financial expert.” Nom/Gov chair role positions him to influence board composition and governance standards.
- Independence and prior auditor relationship: Prior external audit partner to ASPS (2009–2014) followed by a >3‑year gap before joining the board (2017). Board affirms independence; still warrants ongoing vigilance for perceived familiarity risks.
- Attendance and engagement: Meets ≥75% attendance threshold; board/committee activity levels are high (14 board meetings; 10 audit committee meetings).
- Pay structure and alignment: Balanced cash ($76,500 in 2024) and equity (attendance‑contingent RSUs). Equity is conditioned on engagement rather than performance metrics, consistent with director pay norms; ownership guidelines enhance alignment.
- RED FLAGS and watch items:
- Historical auditor relationship: While independence is affirmed, investors may perceive residual familiarity risk; mitigate via robust audit committee practices and periodic external evaluations.
- Company TSR and losses: ASPS reported negative TSR and net losses in recent years, elevating scrutiny of board oversight of strategy and capital structure. (TSR −81.46; 2024 net loss −$35.6M.)
- Compensation governance context: 2024 Say‑on‑Pay support recorded, but investors should monitor dilution and LTIP adjustments; continued transparency is essential. (SOP votes: For 16,471,228; Against 712,906; Abstain 1,273,990.)
Additional context
- Committee governance: Nom/Gov (Chair: Morettini) and Audit charters reviewed annually; committees can retain independent advisors.
- Anti‑hedging/pledging and ownership requirements for non‑management directors embedded in Corporate Governance Guidelines.
References
- 2025 DEF 14A (Mar 31, 2025): board/committee matrix, biographies, director pay program, ownership tables, governance and attendance
- 2024 DEF 14A (Apr 17, 2024): prior year governance, director compensation program details, ownership baseline
- 8‑K Item 5.07 results (May 30, 2024): Say‑on‑Pay voting outcomes