Allen C. Puwalski
About Allen C. Puwalski
Allen C. Puwalski, age 60, has served on Flagstar Financial, Inc.’s Board since 2024 and is nominated for a term expiring in 2028 . He began his 30-year banking career at the FDIC, ultimately serving as Chief of Bank Analysis, before roles in forensic accounting research (CFRA), investing (Paulson & Co.), and bank strategy (SoFi), and he is currently a founding partner of Cybiont Capital, LLC; he holds a BA in economics with a finance certificate from UMBC and is a CFA charterholder . At FLG, he is designated the Board’s “risk management expert” and chairs the Risk Assessment Committee, reflecting deep expertise in risk governance and bank analytics . He was appointed to the Board in connection with the 2024 board reconstitution around March 11, 2024, and is an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FDIC (Division of Insurance) | Chief of Bank Analysis; earlier field examiner and capital markets specialist | Through 2004 | Led bank failure projection modeling, early stress testing, and risk-based deposit insurance pricing analytics |
| CFRA | Global financial sector team lead (forensic accounting research) | Not disclosed | Forensic accounting analytics informing investment/risk views |
| Paulson & Co. | First financials sector specialist; executed complex transactions across the capital structure | From 2007 | U.S./Europe investments across liquid and PE-style opportunities |
| OneWest Bank, N.A. | Director (prior to sale to CIT Group in 2015) | Pre-2015 | Board-level oversight at a regulated bank |
| SoFi Technologies | Headed community bank strategy during chartering and listing process | Not disclosed | Bank strategy development and execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cybiont Capital, LLC | Founding Partner | Current | Firm specializing in fundamental bank analysis and community bank investing |
| Public company boards | — | — | No current public company directorships disclosed in the proxy for Mr. Puwalski |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. Puwalski is independent under NYSE rules; Audit, Compensation, and Nominating/Corporate Governance committees are comprised wholly of independent directors . |
| Committee assignments | Risk Assessment (Chair; designated “risk management expert”), Compensation (Member), Audit (Member) . |
| Committee activity (2024 meetings) | Audit: 18; Compensation: 11; Risk Assessment: 11; Technology: 9; Executive: 1; Board: 31 . |
| Attendance | All directors serving during 2024 attended at least 75% of the aggregate number of Board/committee meetings during their tenure . |
| Annual meeting attendance | 8 of 9 then-serving directors attended the June 5, 2024 annual meeting (virtual) . |
| Board leadership | CEO Joseph M. Otting also serves as Executive Chairman; Lead Independent Director is Steven T. Mnuchin with substantial governance responsibilities (exec sessions, agenda approval, shareholder engagement) . |
| Risk oversight | Risk Assessment Committee meets ~twice per quarter; oversees enterprise risk, capital and liquidity stress testing, with regular reporting from CRO, CISO, and Internal Loan Review; chair is independent and qualified . |
Fixed Compensation (Director)
| Component | Policy/Rate | 2024 Amount (Puwalski) |
|---|---|---|
| Board retainer (cash) | $75,000 annual retainer for non-employee directors | Included in fees |
| Committee chair fee | Risk Assessment: $35,000 chair retainer | Included in fees |
| Committee member fees | Audit: $15,000; Compensation: $10,000 | Included in fees |
| Fees earned (cash) | — | $126,776 (reflects partial-year service starting in 2024) |
Performance Compensation (Director)
| Component | Terms | 2024 Amount (Puwalski) | Performance Metrics |
|---|---|---|---|
| Equity (RSUs/restricted stock) | Annual director equity with one-year vest | $204,772 grant date fair value | None disclosed for directors; director equity is time-based, not performance-based |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| OneWest Bank, N.A. (prior) | Bank (acquired) | Director | Prior to sale to CIT Group in 2015 |
| Current public company boards | — | — | None disclosed for Mr. Puwalski in the proxy |
| Investor-affiliated nominees on FLG board (context) | — | — | Liberty Investors: Steven T. Mnuchin, Brian R. Callanan; Reverence Investors: Milton Berlinski . Mr. Puwalski is not identified as an investor nominee . |
Expertise & Qualifications
- Risk governance and analytics: FDIC leadership over bank failure modeling, early bank stress testing, and risk-based insurance pricing .
- Forensic accounting and financial sector investing: CFRA team lead; Paulson & Co. financials specialist executing complex transactions across the capital structure .
- Bank board and strategy: Former OneWest Bank director; led community bank strategy for SoFi during chartering/listing .
- Credentials: BA (economics) and finance certificate (UMBC); CFA charterholder .
- Board-designated “risk management expert” under enhanced prudential standards; chairs FLG’s Risk Assessment Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 34,856 shares (0.008% of class) | As of record date (April 7, 2025) |
| Directly held | 21,314 shares | Direct holdings |
| RSUs vesting within 60 days | 13,542 units | Included in beneficial ownership |
| Options | None disclosed for directors | — |
| Pledging/hedging | Prohibited for directors and officers by policy | |
| Ownership guideline | Directors must hold stock equal to 5x annual board retainer; all non-employee directors are in compliance or within 5-year phase-in |
Governance Assessment
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Strengths
- Independent director with deep regulatory, forensic accounting, and bank risk expertise; designated “risk management expert” and Chair of Risk Assessment Committee .
- Robust committee engagement (Audit, Compensation, Risk) amid a high-volume 2024 meeting cadence (Board: 31; Audit: 18; Risk: 11; Compensation: 11) .
- Strong alignment policies: director equity grants with one-year vest, anti-hedging/anti-pledging, and stringent ownership guidelines (5x retainer) .
- Independence affirmed by the Board; no material related-party issues identified for Mr. Puwalski in independence determinations or related-party review .
-
Watch items
- Board leadership concentration (CEO also Executive Chairman) mitigated by a Lead Independent Director with substantial powers; ongoing monitoring of independent oversight is warranted .
- Investor-affiliated directors (Liberty and Reverence nominees) hold board seats (context for governance balance), though Mr. Puwalski is not an investor nominee .
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Engagement and attendance
- All directors met the 75% attendance threshold in 2024; Board holds executive sessions of independent directors and encourages shareholder communications through the Lead Independent Director and formal outreach programs .