Alan Frank
About Alan Frank
Alan Frank is an independent director of Flagstar Financial, Inc. (FLG), appointed in 2024; he is 73 years old and holds a B.S. from the University of Southern California . He serves as Chair of the Audit Committee and is designated the Audit Committee Financial Expert, and he is also a member of the Risk Assessment Committee . The Board identifies him as independent under NYSE rules, and FLG’s Board is 78% independent with all Audit, Compensation, and Nominating committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche | Audit Partner; led audit service teams (1983–2012); led Southern California consumer business and middle market audit practices (1986–2010) | 40 years | Extensive auditing, M&A, financial reporting, IPOs, high-growth company experience |
| OneWest Bank Group LLC | Director; Audit Committee Chair | Not disclosed | Audit leadership (former) |
| CIT Group Inc. | Director; Audit Committee Chair | Not disclosed | Audit leadership (former) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Andalusian Credit Company, LLC (private) | Director; Audit Committee Chair | Current | Privately held financial services company focused on senior secured loans to middle-market companies |
Board Governance
- Independence: The Board determined Frank is independent under NYSE rules .
- Committee assignments: Audit Committee (Chair; designated Audit Committee Financial Expert) and Risk Assessment Committee (Member) .
- Committee cadence: In 2024 the Audit Committee met 18 times and the Risk Assessment Committee met 11 times, indicating elevated oversight intensity .
- Board activity and attendance: The Board met 31 times in 2024, committees met 54 times in aggregate, and all directors serving during 2024 attended at least 75% of their meetings .
- Annual meeting engagement: Eight of nine directors attended the June 5, 2024 annual meeting (virtual) .
- Governance structure: The Lead Independent Director (Steven T. Mnuchin) oversees executive sessions, board evaluations, and shareholder engagement; responsibilities are explicitly defined .
- Independence profile: 78% of the Board is independent; all key committees (Audit, Compensation, Nominating & Governance) are fully independent .
- Mandatory retirement: No director may be elected/appointed after December 31 of the year they reach age 75; no current director had reached 75 as of 12/31/2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 18 | Frank designated Audit Committee Financial Expert |
| Risk Assessment | Member | 11 | Committee oversees ERM, risk appetite, and regular CRO/CISO reporting |
Fixed Compensation
| Component | 2024 Structure/Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Applies to each non-employee director |
| Equity Compensation | Restricted stock award; one-year vest | Award value not specified in 2025 proxy; time-based vesting |
| Additional Board Roles (context) | $250,000 Non-Executive Chair retainer; $52,500 incremental Lead Independent Director retainer | Role-based stipends (not applicable to Frank) |
Director stock ownership guidelines: Non-executive directors must hold Company stock equal to 5x their annual board retainer; hedging and pledging are prohibited .
Performance Compensation
- Not applicable for non-executive directors: FLG pays directors via cash retainer and time-based restricted stock; no performance-based metrics (e.g., TSR/ROE hurdles) are disclosed for director compensation in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Andalusian Credit Company, LLC | Private | Director; Audit Chair (current) | No related-party issues disclosed by FLG’s Board in independence determination |
| CIT Group Inc. | Public (former) | Director; Audit Chair (former) | Former role; no current interlock disclosed |
| OneWest Bank Group LLC | Private (former) | Director; Audit Chair (former) | Former role; no current interlock disclosed |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive auditing, financial reporting, M&A, and IPO expertise from 40 years at Deloitte .
- Prior audit chair experience at OneWest and CIT Group enhances governance oversight capacity during FLG’s turnaround .
- Risk oversight experience via Risk Assessment Committee membership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 44,572 | As of record date; 0.011% of class |
| Ownership as % of shares outstanding | 0.011% | As disclosed in beneficial ownership table |
| Directly held shares | 21,030 | Direct holdings |
| Indirect/other (e.g., spouse/IRAs/trusts) | 10,000 | Included in reported beneficial ownership |
| RSUs vesting/vestable within 60 days | 13,542 | Counted toward beneficial ownership |
| Options | None disclosed | No options referenced for directors in ownership footnotes |
| Hedging/Pledging | Prohibited | Company policy bars hedging and pledging by directors and officers |
| Stock ownership guideline | 5x annual retainer | Applies to non-executive directors |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director chairing Audit with SEC “financial expert” designation; Audit met 18 times in 2024, evidencing intensive oversight of financial reporting, controls, and auditor interactions during a turnaround year .
- Member of Risk Assessment Committee, which oversees ERM, capital/liquidity stress testing, and regular CRO/CISO reporting; the committee met 11 times in 2024 .
- Board composition and structure: 78% independent; all key committees fully independent; clear Lead Independent Director remit and regular executive sessions bolster independent oversight .
- Alignment policies: stringent stock ownership guidelines (5x retainer) and anti-hedging/anti-pledging policy align director and shareholder interests and mitigate misalignment risks .
- Shareholder support: Majority approval on 2024 say‑on‑pay suggests broader governance acceptance during restructuring .
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Potential watch items:
- Mandatory retirement policy (no elections after age 75) implies a finite runway for Frank (age 73) that could necessitate future Audit leadership transition planning .
- Elevated oversight load (e.g., 18 Audit meetings) reflects operational strain typical of turnarounds; sustained cadence warrants monitoring for board capacity and continuity .
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Conflicts and related-party exposure:
- The Board’s independence review found no material relationships for Frank; relationships reviewed for other directors do not implicate him .
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Director compensation alignment:
- Balanced mix of cash and time-based equity with one-year vesting; market-aligned cash retainers; ownership policy drives long-term alignment without performance pay that could impair independence .