Alessandro P. DiNello
About Alessandro P. DiNello
Alessandro P. DiNello, age 70, has served on the FLG Board since 2022; his current term expires in 2026. He previously served as Non‑Executive Chairman (through June 5, 2024), interim President & CEO (Feb 29–Mar 31, 2024), and Executive Chairman (Feb 6–June 5, 2024). He is currently a member of the Technology Committee and the Executive Committee; the Board does not classify him as independent under NYSE rules. He holds a BBA in accounting from Western Michigan University and formerly led Flagstar Bank/Bancorp as President, CEO, and Director since mid‑2013.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagstar Bank, N.A. / Flagstar Bancorp, Inc. | President, CEO, Director | Since mid‑2013 | Led careful, thoughtful growth and industry‑leading risk management; oversight of technology, operations, commercial units, government affairs, community relations. |
| Flagstar Bank | President & Chief Administrative Officer; EVP Retail Banking | Prior to CEO role | Headed branch banking, retail product strategy, marketing, communications, internet banking, branch expansion. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Joseph Mercy Oakland Hospital – Trinity Health | Board Member | Not disclosed | — |
| Detroit Sports Organizing Corp. | Founding Member | Not disclosed | — |
| Crohn’s & Colitis Foundation (National Board of Trustees) | Past Director | Not disclosed | Executive Committee Treasurer; Chairman of Finance Committee. |
| Western Michigan University Foundation | Past Director | Not disclosed | — |
| Various civic/industry honors (e.g., Maverick Award, WMU awards) | Recognition | Not applicable | — |
Board Governance
- Committee assignments: Technology Committee member; Executive Committee member. The Technology Committee met 9 times in 2024; the Executive Committee met once.
- Independence: Not listed among the seven of nine directors deemed independent; Compensation, Audit, and Nominating Committees are wholly independent.
- Attendance: In 2024, the Board held 31 meetings; all directors serving during 2024 attended at least 75% of Board/committee meetings. Eight of nine directors attended the June 5, 2024 annual meeting.
- Lead Independent Director: Steven T. Mnuchin holds the LID role with defined responsibilities for executive sessions, agenda oversight, and shareholder engagement.
- Ownership policy: Directors must hold stock equal to 5× annual cash Board retainer; non‑employee directors are either compliant or within the five‑year phase‑in. Hedging and pledging are prohibited. Clawback policy adopted under NYSE/SEC rules.
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (non‑employee directors) | $75,000 | Equity also granted annually; one‑year vest. |
| Non‑Executive Chairman retainer | $250,000 | Applicable while serving as Non‑Executive Chair. |
| Lead Independent Director additional retainer | $52,500 | Paid in addition to Board retainer. |
| Committee Chair/Member retainers | Audit Chair $35,000; Member $15,000; Compensation Chair $20,000; Member $10,000; Nominating Chair $20,000; Member $7,500; Risk Chair $35,000; Member $15,000; Technology Chair $20,000; Member $7,500 | Annual amounts by committee role. |
| 2024 Director Compensation (DiNello) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $159,310 (includes retainers while serving as Board Chairman through June 4, 2024) |
| Stock Awards (restricted stock/RSUs) | $149,999 (one‑year vest) |
| All Other Compensation (dividends) | $976 |
| Total | $310,285 |
Note: Separate from director pay, DiNello received 2024 executive compensation tied to his interim service (Salary $450,000; Stock awards $4,112,666; Stock options $8,560,000; Total $13,122,666).
Performance Compensation
- Director equity: Annual director awards in the form of restricted stock or RSUs vesting on the first anniversary; DiNello’s 2024 director stock award grant date fair value was $149,999.
- Company‑wide 2024 AIP scorecard (context; DiNello did not participate in the 2024 AIP as an executive):
- Financial: Developed new three‑year forecast; reduced expense; improved capital/liquidity.
- Compliance/Risk/Controls: Hired key risk/audit/compliance talent; new risk governance framework; portfolio reviews.
- Talent/Leadership/Culture: Integrated HR systems; enhanced communication; 49 institutional investor meetings.
- Strategy/Technology/Innovation: Divested non‑strategic mortgage assets; strengthened CRE portfolio; built technology foundation.
| 2024 AIP Categories | Company Results Summary |
|---|---|
| Financial | New 3‑yr forecast; expense reduction; stronger capital/liquidity. |
| Compliance/Risk/Controls | Key hires; risk framework; portfolio review and repricing risk assessment. |
| Talent/Leadership/Culture | HR integration; internal/external engagement; regulators relationship improvements; investor outreach. |
| Strategy/Technology/Innovation | Asset sales (JP Morgan/Mr. Cooper) improving capital/liquidity; CRE de‑risking; IT/cyber/BCP enhancements. |
The Compensation Committee set AIP achievement at 100% of target based on stabilization priorities; DiNello did not participate in the 2024 AIP.
Other Directorships & Interlocks
- Public company boards: None disclosed beyond FLG.
- Compensation Committee interlocks: Company discloses no interlocks/insider participation across entities for FY2024.
- Capital raise interconnections (context): 2024 capital raise involved Liberty and Reverence affiliates (ties to directors Mnuchin and Berlinski), reviewed under related‑party standards.
Expertise & Qualifications
- Extensive banking leadership with direct oversight of technology, operations, commercial units, government affairs, and community relations.
- Recognized for governance and community leadership; multiple industry and civic awards.
- Deep institutional knowledge of FLG/Flagstar operations during transformation.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 2,587,993 shares | 0.621% of common stock outstanding. |
| Directly held shares | 350,234 | As of record date. |
| Indirect (spouse/trust/IRAs/custodian/foundation) | 890,884 | Included in beneficial total. |
| RSUs triggering vest or vesting within 60 days | 13,542 | Included in beneficial count. |
| Vested & exercisable options | 1,333,333 | Included in beneficial count. |
| Unexercisable options outstanding (12/31/24) | 1,333,333 | Exercise price $10.38; options became exercisable on first anniversary; expire on 10th anniversary (Mar 6, 2034). |
| Unvested RSUs (12/31/24) | 613,090 | Market value $5,609,774 at $9.33. |
| Ownership guidelines | 5× annual Board retainer; directors compliant or in phase‑in period. | Applies to non‑employee directors; monitored by Committee. |
| Hedging/pledging | Prohibited for directors/officers. | Formal policy adopted. |
Governance Assessment
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Strengths
- Technology Committee membership supports oversight of cyber, IT risk, and major tech investments; Committee receives regular reports from CIO/CISO.
- Significant personal ownership (2.59M shares; 0.621%) aligns incentives with shareholders; RSUs/options further tie value to performance over time.
- Formal stock ownership guidelines (5× retainer), anti‑hedging/pledging policy, and Dodd‑Frank‑compliant clawback enhance alignment and risk control.
- Board/committee independence structure maintained (Compensation/Audit/Nominating entirely independent); active LID role facilitates independent oversight.
-
Risks / RED FLAGS
- Independence: Not classified as an independent director (recent executive roles), which can dilute independent oversight at the committee level if influence extends beyond member roles.
- Executive Committee membership concentrates decision authority between scheduled meetings, elevating reliance on a small group including management; requires vigilant governance controls.
- Transition‑year pay optics: Separate 2024 executive awards (options/RSUs) during interim service may raise investor scrutiny on pay‑for‑performance, despite the lack of AIP participation by DiNello.
-
Other observations
- No specific related‑party transactions disclosed for DiNello; related‑party section highlights transactions linked to Liberty/Reverence affiliates with required competitive and Board review.
- 2024 say‑on‑pay received majority support amid program transformation and increased equity alignment.
- Compensation oversight uses an independent consultant (Meridian) with no conflicts.