Derek Fletcher
About Derek L. Fletcher
Independent director? No — Beneficient’s Board determined three directors are “independent” (Cangany, Donegan, Wendel); Fletcher is not listed among them and serves concurrently as President of Beneficient Fiduciary Financial (BFF) and Chief Fiduciary Officer . Age 56; director since 2023; core credentials include CPA, JD, board certification in Estate Planning & Probate Law (Texas), and deep fiduciary/wealth structuring expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Trust, Bank of America Private Wealth Management | Wealth Strategist; WPS Market Director | Not disclosed | Fiduciary and wealth transfer leadership |
| Winstead PC (law firm) | Shareholder (Estate Planning, Probate & Trust Law) | Not disclosed | Technical estate/trust structuring expertise |
| Beneficient Company Management (pre-conversion) | Director; Trustee of The Beneficient Company Trust | Appointed March 4, 2020; agreement terminated June 6, 2023 (continued as director of Beneficient) | Confidentiality/IP obligations; served without compensation under director agreement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American College of Trust and Estate Counsel | Fellow | Not disclosed | Professional credential |
| ABA Tax Section | Former Chair, Estate & Gift Tax Committee | Not disclosed | Technical tax policy leadership |
| Dallas Bar Association | Former Chair, Probate, Trusts & Estate Section | Not disclosed | Local governance and practice leadership |
| Dallas Estate Planning Council | Former Board of Governors member | Not disclosed | Community of practice leadership |
| Synergy Summit (think tank) | Former Chair | Not disclosed | Cross‑association strategy forum |
Board Governance
- Status: Class B‑designated director under Stockholders Agreement; Beneficient is a “controlled company” (Class B holders elect majority and designate committee chairs) — limits typical Nasdaq independence processes .
- Committees: Community Reinvestment Committee (member; committee includes Aurelia Heppner, CEO’s spouse, as non‑board member) .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in FY2024; Board held six meetings .
- Enterprise risk/credit/audit/compensation/nominating committee memberships: Fletcher not listed; these committees are dominated by Class B directors or include non‑independent members, with Class B designating chairs per agreement .
Fixed Compensation
Fletcher is a Named Executive Officer (NEO); policy states employees do not receive director fees .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $565,000 | $565,000 |
| Director Cash Retainer ($) | $0 (employee directors not paid) | $0 (employee directors not paid) |
| Committee Fees ($) | $0 (not a member of fee‑bearing committees) | $0 (not a member of fee‑bearing committees) |
| All Other Compensation ($) | $30,663 (supplemental medical $17,163; 401(k) $13,500; nominal aircraft spouse travel) | $21,133 (supplemental medical $16,787; 401(k) $4,346) |
Notes:
- One‑time payment of $70,625 in FY2024 related to services in a prior fiscal year .
- No employment agreement; pay set by Compensation Committee .
Performance Compensation
| Award Type | Grant Date | Units | Grant‑Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (2023 Incentive Plan) | Jul 15, 2023 | 1,633 | $356,560 (aggregate FY2024 stock awards) | 726 fully vested at grant; remaining 907 vest 20% on Sep 1, 2023, then in four equal annual installments each Sep 1 thereafter |
| REUs (2018 Equity Incentive Plan) | Apr 1, 2022 | 170 | $169,500 (aggregate FY2023 stock awards) | 20% each year over 4 years, vesting delayed until initial listing event (occurred at Avalon merger) |
Outstanding, Unvested (as of Mar 31, 2024):
| Metric | Count | Market Value ($) |
|---|---|---|
| Unvested RSUs | 726 | $3,891 (at $5.36 close) |
| Unvested REUs | 128 | $686 (at $5.36 close) |
Company policies:
- Clawback: Recovery of incentive comp for restatements, erroneous data, or significant misconduct .
- Insider trading: Hedging/monetization transactions prohibited; 10b5‑1 plans only for company trades .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed (public company) | — | — | No current public company boards reported |
Interlocks/Influence:
- Class B designation by BHI (controlled by the founder/CEO via trusts) gives Class B rights to elect majority and designate committee chairs; Fletcher is one of current Class B directors .
- Community Reinvestment Committee includes a non‑board member who is the CEO’s spouse — an atypical structure posing perceived influence risks .
Expertise & Qualifications
- CPA; Board Certified in Estate Planning & Probate Law (Texas); Fellow of ACTEC; former chairs within ABA and Dallas Bar; extensive fiduciary, wealth transfer, and trust law expertise; BBA (Texas Tech) and JD (UT Austin) .
Equity Ownership
| Holder | Security | Amount | Vested vs. Unvested | % of Class A Outstanding |
|---|---|---|---|---|
| Derek L. Fletcher | Class A Common Stock | 3,284 (1,199 direct; 2,085 RSUs vested but unsettled) | Unvested awards: 726 RSUs; 128 REUs as of 3/31/24 | 0.0030% (3,284 ÷ 110,758,536) |
Additional context:
- Total Class A outstanding: 110,758,536; Class B: 239,257 (10 votes per share) as of Oct 27, 2025 record date .
- No pledging disclosed; hedging prohibited under policy .
- Director compensation stock ownership guidelines not disclosed.
Governance Assessment
- Board effectiveness: Controlled company structure with Class B holders electing majority and designating committee chairs constrains independence; Fletcher is a Class B director and concurrent executive, not independent under Nasdaq rules .
- Committee composition: Fletcher’s sole committee is Community Reinvestment; presence of CEO’s spouse as non‑board member is a governance anomaly (potential influence/conflict optics) .
- Engagement: At least 75% attendance compliance (baseline adequacy) .
- Pay alignment: Significant portion of Fletcher’s compensation is equity‑linked (RSUs/REUs) with multi‑year vesting and company‑wide clawback; however, specific annual bonus performance metrics are not disclosed, limiting pay‑for‑performance transparency .
- Conflicts/related parties: Company maintains extensive related‑party arrangements (e.g., loans/fees with entities tied to Class B directors), and litigation involving company and certain directors persists; while Fletcher is not specifically named in those matters in the proxy, overall environment raises governance risk perception for investors .
RED FLAGS
- Not independent; dual role as director and senior executive .
- Controlled company governance with Class B designations over board majority and committee chairs .
- Community Reinvestment Committee includes CEO’s spouse (related‑party proximity) .
- Ongoing litigation affecting company and (current/former) directors, largely funded by insurance but drawing management attention .
Investor implications
- Expect limited influence of independent directors over committee leadership and agenda due to Class B control.
- Compensation governance transparency is moderate (clawback/hedging prohibitions present), but absence of disclosed performance metrics for bonuses constrains pay‑for‑performance assessment .
- Equity ownership by Fletcher is small in public float terms, with alignment mainly via time‑vested awards .
Appendix: Director Compensation Program (for context)
- Non‑employee directors: Annual cash retainer $150,000; Audit member $35,000; Audit chair $15,000; Credit member $15,000; Credit chair $15,000; Enterprise Risk member $10,000; Community Reinvestment member $5,000; plus equity grant $150,000; employees serving as directors do not receive director fees .