Mary C. Hickok
About Mary C. Hickok
Independent director at Altisource Portfolio Solutions S.A. since 2022; age 31 as of March 17, 2025. Managing Director at Deer Park Road Management Company, LP, leading the Flywheel SFR Fund; previously Associate in Fixed Income Sales & Trading at Morgan Stanley (2017–2020). Education: B.A. in Economics and Foreign Affairs (University of Virginia); Chartered Financial Analyst (CFA); designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Associate, Fixed Income Sales & Trading | Jul 2017–Jul 2020 | Built market-facing experience in credit and trading relevant to mortgage/real estate cycles |
| Deer Park Road Management Company, LP | Managing Director; leads Flywheel SFR Fund | Jul 2020–present | Provides investor perspective to the Board via Deer Park’s ASPS stake; strategic and risk insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deer Park Road Management Company, LP | Managing Director | 2020–present | Deer Park beneficially owns ~13.51% of ASPS; Hickok’s director shares transferred to DPR CC LLC (Deer Park/STS entity) |
Board Governance
- Independence: Board determined all current directors other than CEO are independent; Hickok is independent. Audit Committee “financial expert” and financially literate.
- Attendance: Board met 14 times in 2024; each director attended at least 75% of Board/committee meetings during their service period. Independent directors held 4 executive sessions in 2024.
- Committees: Member, Audit Committee; Chair, Compensation Committee; also listed as a member in committee matrix for Board nominees (Compliance Committee indicated by check in matrix). Audit Committee met 10 times in 2024; Compliance Committee met 4 times in 2024.
- Recusal/Conflicts Handling: Hickok was excused from Board meetings related to the February 19, 2025 financing “Transaction” due to her Deer Park affiliation.
| Governance Element | 2023 | 2024 |
|---|---|---|
| Board meetings held | — | 14 |
| Audit Committee meetings | 9 | 10 |
| Compliance Committee meetings | — | 4 |
| Independent director executive sessions | — | 4 |
| Attendance threshold for director equity grant | ≥75% | ≥75% |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $79,000 | $79,000 |
| Committee cash schedule (program terms) | Retainer $54,000; Comp Chair +$15,000; Audit member +$10,000; other committee fees per charter | Retainer $54,000; Comp Chair +$15,000; Audit member +$10,000; other committee fees per charter |
Performance Compensation
- Structure: Non-management directors receive equity grants contingent on ≥75% attendance; grant sized at $120,000 divided by average of high/low price on first day of service year. New directors receive a one-time 500 restricted share grant vesting in 4 equal tranches at successive annual meetings.
- Hickok’s equity handling: All director cash compensation is paid to STS Master Fund, Ltd.; shares are transferred to DPR CC LLC (a C-Corp wholly owned by Deer Park/STS Master Fund Ltd.).
| Metric | Service Year 2022–2023 | Service Year 2023–2024 | Service Year 2024–2025 |
|---|---|---|---|
| RSU/common stock units earned (attendance-dependent) | 12,327 shares (award value $120,000 ÷ price on May 18, 2022) | 28,037 shares (award value $120,000 ÷ price on May 17, 2023) | 65,574 shares (award value $120,000 ÷ $1.83 on May 31, 2024) |
| Stock awards (aggregate grant-date fair value, USD) | $50,141 | $48,395 | — |
| Initial Director Grant | Grant Date | Amount | Vesting Schedule | Unvested (12/31/2024) |
|---|---|---|---|---|
| Restricted shares (one-time) | Initial election in 2022 | 500 shares | 4 equal installments from 2022 AGM to 2025 AGM, subject to continued service | 125 shares held by DPR CC LLC |
Other Directorships & Interlocks
- Public company boards: None disclosed for Hickok.
- Interlocks/Influence: Deer Park is a significant ASPS shareholder; Hickok’s compensation flows to STS Master Fund; director shares transferred to DPR CC LLC. Board managed conflict via recusal from Transaction-related meetings.
Expertise & Qualifications
- Finance and markets: Fixed income sales/trading experience; asset management with focus on real estate/mortgage; leads single-family rental strategy.
- Credentials: CFA; designated audit committee financial expert; financially literate.
Equity Ownership
| Holder | Amount of Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Mary C. Hickok (individual beneficial ownership) | 0 | Less than 1% | Director shares transferred to DPR CC LLC (Deer Park/STS entity) |
| DPR CC LLC / Deer Park affiliation (footnote) | Includes 125 restricted shares granted to Hickok scheduled to vest within 60 days of Mar 17, 2025 | — | Deer Park beneficially owns 11,818,638 shares (13.51%) |
| Pledging/Hedging status | None pledged by directors/NEOs per policy and footnote | — | Anti-hedging/anti-pledging policies in Corporate Governance Guidelines |
| Ownership Guidelines & Compliance | Requirement | Compliance Status |
|---|---|---|
| Non-management director stock ownership requirement | 3x annual cash retainer; 2 years to comply; fixed to retainer at election date | Each director currently meets the requirement (Board statement) |
Shareholder Voting Signals
| Item | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Mary C. Hickok (May 30, 2024 AGM) | 17,757,769 | 682,463 | 17,892 | 4,164,808 |
| Say‑on‑Pay (NEOs, advisory) | 16,471,228 | 712,906 | 1,273,990 | 4,164,808 |
Compensation Committee Analysis
- Composition: Hickok (Chair) and Müller‑Ineichen; both independent under Nasdaq standards. CEO attends by invitation but not for his own pay; authority to retain independent advisors; certain equity award delegations to CEO for non‑NEOs.
- Scope: Oversees executive pay programs, severance/termination arrangements, and director compensation; administers awards under the 2009 Equity Incentive Plan.
- Governance note: In 2024, shareholders approved an increase in shares reserved under the Equity Incentive Plan by 3.3 million; Board/Comp Committee emphasized equity as critical to retention and cash management flexibility.
Related Party & Conflicts Review
- Related party transaction oversight is under Audit Committee purview, including approval of transactions with “Related Persons.”
- Deer Park affiliation: Hickok’s compensation paid to STS Master Fund; equity awards transferred to DPR CC LLC; Deer Park is a major shareholder. Board addressed conflict with Hickok’s recusal from “Transaction” matters in 2024.
- Section 16 compliance: Company disclosed one late Section 16 report by Hickok due to administrative oversight.
Governance Assessment
- Strengths: Independent director; audit committee financial expert; chairs Compensation Committee; strong attendance culture with explicit ≥75% threshold tied to equity; Board managed Deer Park conflict via recusals; active Audit Committee and independent director executive sessions. These support board effectiveness and investor confidence.
- Alignment: Director equity awards tied to meeting participation; minimum ownership requirement of 3x retainer, with Board stating all directors meet it; anti‑hedging/anti‑pledging policies.
- Potential RED FLAGS: Deer Park’s substantial ownership and Hickok’s senior role there create perceived interlock risk; compensation routing to STS/DPR CC LLC requires continued transparency and rigorous related‑party oversight; one late Section 16 filing (administrative). Mitigants include formal recusal, Audit Committee review, independence designation, and public disclosure.