Michelle D. Esterman
About Michelle D. Esterman
Michelle D. Esterman is Chief Financial Officer of Altisource Portfolio Solutions, age 52 as of the March 17, 2025 record date. She has served as CFO since August 2018, previously CFO from March 2012 to October 2017 and Executive Vice President, Finance from October 2017 to August 2018. She is a Certified Public Accountant (Florida) with a BBA in Accounting and an MAcc in Tax from the University of North Florida. The company’s pay-versus-performance disclosure references Total Shareholder Return methodology and adjusted EPS-based performance for equity awards, but does not disclose specific TSR or revenue/EBITDA growth figures in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altisource Portfolio Solutions S.A. | Chief Financial Officer | Aug 2018–present | Senior finance leadership for a public mortgage/real-estate services platform |
| Altisource Portfolio Solutions S.A. | Executive Vice President, Finance | Oct 2017–Aug 2018 | Executive finance oversight and transition leadership |
| Altisource Portfolio Solutions S.A. | Chief Financial Officer | Mar 2012–Oct 2017 | Led finance and reporting through multi-year period |
| Deloitte & Touche LLP | Senior Manager, Audit & Enterprise Risk Services | 2003–2012 | Audit and enterprise risk; two-year rotation at Deloitte Touche Tohmatsu |
| Deloitte & Touche LLP | Various roles | 1996–2003 | Progression in audit roles prior to Senior Manager |
| Deloitte Touche Tohmatsu | Two-year rotation | c. 2000s | Global rotation experience within Deloitte network |
| Georgia Pacific Corporation | Early career | 1994 | Corporate finance foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No external public company directorships mentioned in Esterman’s biographical disclosure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $433,149 | $430,502 |
| Salary paid in stock in lieu of cash (“Adjustment”) ($) | $21,525 | $129,152 |
| All Other Compensation ($) | — | — |
| Base Salary Currency | USD (paid in USD for CFO) | USD (paid in USD for CFO) |
Salary-to-stock program: From Nov 1, 2023 to Feb 1, 2025, Esterman allowed up to 30% of salary to be paid in unrestricted Altisource common stock each quarter; e.g., 6,046 shares for $21,525 forgone cash in Q4’23 at $3.56 close; and in 2024, quarterly grants of 16,643 ($32,288 at $1.94), 22,738 ($32,288 at $1.42), 27,133 ($32,288 at $1.19) and 45,285 ($32,288 at $0.713).
Performance Compensation
Annual Incentive Design (2024)
| Metric | Weighting (%) | Achievement Band | Actual Achievement (%) | Notes |
|---|---|---|---|---|
| Consolidated Service Revenue Budget | 5% | 25%–175% payout when 75%–125% of target achieved | 84% | Linear application; no payout <75% of target; cap at 175% |
| Consolidated Adjusted EBITDA Budget | 85% | 25%–175% payout when 75%–125% of target achieved | 87% | Largest weight for CFO scorecard |
| Support Function Budget | 10% | Defined internal cost discipline measure | 125% | Overachievement vs budget |
| 2024 Annual Incentive Outcome | Value |
|---|---|
| Target Annual Incentive ($) | $300,000 |
| % Achievement on Scorecard | 70.6% |
| Earned Based on Scorecard ($) | $211,663 |
| Payout Form | 100% paid in RSUs (no immediate cash) |
| Vesting of RSU Award | 60% vests on 1st anniversary; remaining 40% vests equally on 1st and 2nd anniversaries (20%/20%) |
Long-Term Incentive Plan (LTIP) Awards (February 2024)
| Award Component | Grant Size (Units) | Vesting | Performance Linkage |
|---|---|---|---|
| Time-Based RSUs | 19,072 | 3 equal annual tranches on each of the first three anniversaries | Time-based service condition |
| Performance and Market-Based RSUs | 19,072 target | Cliff vest on 3rd anniversary, subject to continued employment | Adjusted EPS goals 2024–2026; modified by relative TSR vs Russell 2000; final payout 0%–225% of Initial Award Size |
| Total 2024 LTIP Award | 38,144 | — | Multi-year earnings and TSR alignment |
Outstanding Equity Awards (Selected Items as of Dec 31, 2024)
| Instrument | Quantity | Exercise Price | Expiration | Status / Notes |
|---|---|---|---|---|
| Stock Options | 6,250 | $21.89 | 2/10/2025 | Performance-based options; metrics not achieved; expired 2/10/2025 |
| Stock Options | 12,500 | $21.89 | 2/10/2025 | Performance-based options; metrics not achieved; expired 2/10/2025 |
| Stock Options | 6,250 | $21.89 | 2/10/2025 | Performance-based options; metrics not achieved; expired 2/10/2025 |
| Stock Options | 13,400 | $18.79 | 4/15/2025 | Option award outstanding at year-end |
| Stock Options | 17,316 | $24.82 | 2/12/2028 | Option award outstanding at year-end |
| RSUs (performance-based portion of 10/1/2020 grant) | 19,000 | n/a | n/a | Performance-based portion canceled 1/29/2025 by agreement of participants |
| RSUs (market/performance-based 3/1/2022) | 10,000 | n/a | Cliff vest at 3 years | Payout ranges up to 225% based on financial and TSR criteria |
| RSUs (time-based scheduled to vest) | 3,334 | n/a | 3/01/2025 | Service-based vesting |
All award values in the proxy’s table use $0.66 closing price as of Dec 31, 2024 for valuation.
Equity Ownership & Alignment
| Item | Value | As Of |
|---|---|---|
| Shares Beneficially Owned | 304,943 | March 17, 2025 |
| Ownership % of Outstanding | * (less than 1%) | March 17, 2025 |
| Options Exercisable within 60 Days | 30,716 | March 17, 2025 |
| Restricted Shares Scheduled to Vest within 60 Days | 9,965 | March 17, 2025 |
| Shares Held Jointly (with spouse) | 264,262 | March 17, 2025 |
| Shares Outstanding (company-wide) | 87,511,479 | March 17, 2025 |
Stock ownership guidelines in Corporate Governance Guidelines apply to non-management Directors and the CEO; the proxy does not specify CFO-specific stock ownership guidelines.
Employment Terms
- Clawback policy maintained and updated in 2024 in line with Nasdaq listing rules.
- 2024 annual incentive was paid entirely in RSUs; vesting changed to 60% at the first anniversary and the remaining 40% split equally at the first and second anniversaries, delaying immediate cash payout and enhancing retention.
- Management incentive plan created in connection with the Transaction granted RSUs to Named Executive Officers; vest in equal tranches on each of the first three anniversaries of the Transaction; participants will not be eligible for LTIPs commencing in 2025–2027.
- Equity award treatment upon termination or change of control (general NEO terms):
- Vested options typically retained; unvested market-based options with achieved hurdles may be retained; forfeiture for termination for Cause; certain service-based options accelerate on death/disability/retirement if tenure conditions met; CoC may result in buyer cancellation for intrinsic value or continuation; post-termination exercise window generally 6 months (non-death/disability/retirement).
- Certain restricted shares/RSUs may vest immediately upon death/disability/retirement, or after 30 days if terminated other than for Cause; some awards vest on Change of Control.
Compensation Structure Analysis
- Pay mix skews to equity: base salaries are modest and a substantial portion of target compensation is long-term equity; NEO target compensation is linked to company and individual performance, with performance-based RSUs tied to adjusted EPS and relative TSR.
- Increased deferral and equity-based payout for annual incentives in 2024 (RSU-only, 80% vesting at first anniversary) enhances retention and aligns near-term outcomes to continued employment.
- Legacy performance-based options largely expired or are far out-of-the-money relative to the $0.66 year-end share price used for valuations, reducing near-term option exercise-related selling pressure.
- CFO scorecard weighting emphasizes Adjusted EBITDA (85%) and Support Function Budget (10%), highlighting cost discipline and earnings quality focus; 2024 achievements were 87% for Adjusted EBITDA and 125% for Support Function Budget.
Investment Implications
- Alignment: The 2024 LTIP’s adjusted EPS and relative TSR framework (0%–225% payout) creates strong leverage to execution and stock outperformance; Esterman’s equity-heavy compensation and salary-to-stock elections increase skin-in-the-game and alignment.
- Retention and potential selling pressure: 2024 annual incentive RSUs vest 80% at the first anniversary, creating sizable near-term vesting events; while supportive of retention, these may contribute to incremental insider selling if liquidity needs arise.
- Execution focus: CFO metrics center on adjusted EBITDA and cost budgets, with 2024 achievement of 87% and 125% respectively; this supports a thesis of continued emphasis on earnings discipline and operational efficiency.
- Governance: Updated clawback policy and explicit equity treatment under termination/CoC are positives; lack of CFO-specific stock ownership guideline disclosure is neutral.