Frank Martell
CompassAbout Frank Martell
Frank Martell (age 65) is an independent director at Compass, Inc. (COMP) serving since November 2021; he chairs the Audit Committee and is a member of the Compensation Committee. He is President & CEO and a director at loanDepot, Inc. through its annual shareholder meeting on June 4, 2025, and joined the SmartRent, Inc. board in June 2024. He holds a B.S. in Accounting from Villanova University, and is designated by COMP’s board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| loanDepot, Inc. | President, CEO & Director | 2022–Jun 4, 2025 | Mortgage leadership experience |
| CoreLogic, Inc. | President & CEO; COO; CFO; Director | 2011–2022; Director 2017–2022 | Led real estate analytics/data business |
| Western Institutional Review Board | President & CEO | 2010–2011 | Clinical research oversight |
| Advantage Solutions | CFO | 2009–2010 | Finance leadership |
| Information Services Group, Inc. | CFO | 2007–2009 | Tech advisory finance |
| ACNielsen Corporation | President APAC & Emerging Markets; EVP Marketing Information Group; COO; President EMEA | 1996–2006 | Global operations leadership |
| Bank of the West | Board Member; Audit Committee Chair | 2015–2023 | Audit oversight |
| US Mortgage Bankers Association | Board Member | 2017–2020 | Industry policy |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| loanDepot, Inc. | President, CEO & Director | 2022 | Serving until annual meeting on Jun 4, 2025 |
| SmartRent, Inc. | Director | Jun 2024 | Public company board |
| CoreLogic, Inc. | Director (former) | 2017–2022 | Former public company board |
Board Governance
- Independence: The board determined all directors except the CEO are independent; all Audit, Compensation, and Nominating & Governance members are independent. Martell serves on independent-only committees and meets Exchange Act audit independence criteria.
- Committee assignments: Audit (Chair), Compensation (Member). Audit held 5 meetings in 2024; Compensation held 5. Martell is designated as an “audit committee financial expert.”
- Attendance: The board met 8 times in 2024; all directors attended ≥75% of aggregate board and committee meetings and attended the 2024 annual meeting.
- Governance practices: Regular executive sessions of independent directors; stock ownership guidelines; clawbacks; hedging prohibition; pledging subject to GC approval under strict guidelines.
Fixed Compensation
| Component | Amount ($) | Period/Notes |
|---|---|---|
| Board Member Fee | 50,000 | Cash; annual policy |
| Audit Committee Chair Fee | 20,000 | Cash; annual policy |
| Compensation Committee Member Fee | 7,500 | Cash; annual policy |
| Total Cash Fees Earned (2024) | 77,500 | As reported for 2024 |
| Director Annual RSU Award (policy) | 225,000 | Granted post-annual meeting; vests by next annual meeting or one year |
Performance Compensation
- Compass does not use performance-based metrics for non-employee director compensation; annual RSU awards are time-based and vest in full at the earlier of the next annual meeting or one year from grant, subject to continued service.
| Equity Award | Grant Date | Shares/Units | Reported Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (2024) | Post-Annual Meeting | 57,310 | 212,620 | Full vest by next annual meeting or one year |
Other Directorships & Interlocks
| Company | Relationship to COMP | Interlock/Transaction Notes |
|---|---|---|
| loanDepot, Inc. | Mortgage originator; industry-adjacent to COMP’s brokerage and title/escrow | No related-party transactions reported since the beginning of FY2024 under COMP’s policy . Martell’s concurrent executive role ends June 4, 2025 . |
| SmartRent, Inc. | Proptech/services | No related-party transactions reported |
Related Party Transactions: COMP’s Nominating & Corporate Governance Committee oversees a formal RPT policy; no transactions required to be reported since the beginning of FY2024.
Expertise & Qualifications
- Over 30 years of executive leadership in marketing, financial services, and business information; deep real estate analytics/mortgage expertise. Awards include HousingWire Vanguard (2016, 2023, 2024) and Inman Impact (2023, 2024, 2025). B.S. in Accounting, Villanova.
- Designated Audit Committee financial expert; finance, public company governance, risk oversight skills.
Equity Ownership
| Holder | Shares Owned (Class A) | Ownership % | Notes |
|---|---|---|---|
| Frank Martell | 155,635 | <1% | 125,635 directly; 30,000 via trust |
| Unvested/Outstanding Equity (as of 12/31/2024) | Amount |
|---|---|
| Unvested Stock Awards (RSUs) | 57,310 |
| Unexercised Options | — (none reported for Martell) |
- Stock Ownership Guidelines: Non-employee directors must hold 5x annual board retainer; COMP reports each non-employee director satisfied the requirement as of Dec 31, 2024.
- Hedging/Pledging: Hedging prohibited; pledging requires GC approval and is restricted; guidelines prohibit “purpose” margin loans and cap pledge amounts for NEOs (policies apply to directors). No pledging by Martell disclosed.
Insider Trades
| Date | Type | Security | Quantity | Price | Source |
|---|---|---|---|---|---|
| May 22, 2025 | Option Award | Options | 35,288 | $0 | (links to filing 0001563190-25-000114 for Martell) |
| Jun 4, 2025 | RSU Settlement/Exercise | RSUs | 57,310 | $0 | |
| Jun 5, 2024 | RSU Grant (reported) | RSUs | 57,310 | — |
Note: Transaction values reflect Form 4 reporting conventions; award grants and vestings typically report $0 for price. The 2024 RSU grant size aligns with COMP’s disclosed annual director RSU grant.
Governance Assessment
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Strengths
- Independent director; Audit Chair with “financial expert” designation—positive for financial reporting integrity and risk oversight.
- Strong attendance and engagement; board and committees met frequently in 2024; regular executive sessions of independent directors.
- Pay mix aligns interests: significant equity (57,310 RSUs) versus cash ($77,500) in 2024; stock ownership guideline compliance reported.
- Robust policies: hedging prohibition, constrained pledging, clawbacks, and RPT oversight; no RPTs reported since FY2024 start.
-
Risks/Monitoring Items
- Multiple commitments: concurrent loanDepot CEO/director role and SmartRent directorship—time and potential industry adjacency to COMP’s brokerage/title activities warrant ongoing monitoring; loanDepot CEO role ends June 4, 2025.
- Option awards in 2025 increase equity exposure; ensure adherence to ownership/retention policies and absence of pledging.
- No disclosed performance metrics for director equity—common practice, but limits pay-for-performance signals at the director level.
Signals: 2024 say-on-pay approval ~93% suggests shareholder support for compensation governance, indirectly bolstering board oversight credibility.