Bao Nguyen
Senior Executive Vice President, General Counsel and Chief of Staff at FLAGSTAR BANK, NATIONAL ASSOCIATION
Executive
About Bao Nguyen
Bao Nguyen, age 43, is Senior Executive Vice President, General Counsel, and Chief of Staff at Flagstar Financial, Inc. (FLG), having joined on April 12, 2024; he brings 15+ years as a financial services attorney and regulatory official, including Partner at Skadden and senior roles at the OCC, FHFA, the Federal Reserve Board, and as a Banking Fellow in the U.S. Senate during Dodd-Frank negotiations . He holds a BA in History from North Carolina State University and a JD from UNC-Chapel Hill School of Law . Company performance context during his tenure includes a 2024 net loss of $1,118 million and diluted EPS of -$3.49, alongside capital strengthening (CET1 11.83%) and liquidity of $29.9 billion as the firm executed a turnaround plan and risk de-risking actions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner | — | Advised global/regional financial institutions, fintech/digital asset firms, and private equity on regulatory aspects of complex transactions, charters, compliance, and enforcement . |
| Office of the Comptroller of the Currency (OCC) | Acting Chief Counsel; Principal Deputy Chief Counsel | — | Led policy decisions, rulemaking, transaction reviews, and enforcement; senior leadership in OCC legal function . |
| Federal Housing Finance Agency (FHFA) | Acting Chief of Staff; Senior Advisor | — | Supported agency leadership and policy execution during housing finance oversight . |
| Board of Governors of the Federal Reserve System | Senior roles (legal/regulatory) | — | Senior legal/regulatory roles supporting bank supervision and policy . |
| U.S. Senate | Banking Fellow | — | Negotiated key reforms to U.S. regulatory framework as part of the Dodd-Frank Act . |
External Roles
- No public company board seats or external directorships disclosed for Nguyen in the proxy .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Base Salary | $700,000 (SVP-level structure set uniformly for CEO’s direct reports) . |
| Target Annual Bonus % | 100% of base salary ($700,000 target) . |
| Actual Annual Incentive (AIP) Paid (2024) | $700,000 (Committee set AIP at 100% of target) . |
| Sign-on Bonus | $125,000, subject to clawback if departing before 1st anniversary . |
| All Other Compensation | $13,800 (retirement plan contributions) . |
Performance Compensation
Option Awards (Long-Term Incentives)
| Grant Date | Type | Shares | Exercise Price | Grant-Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Apr 25, 2024 | Stock Options | 1,000,000 | $9.21 | $4,560,000 | Equal annual installments over 3 years | Apr 25, 2031 |
| (first tranche around Apr 25, 2025) | ||||||
| Source | ||||||
| Details per Grants table and award terms ; Designated period disclosure (Item 402(x)) confirms grant specifics . |
Note: Options for Nguyen were out-of-the-money at 12/31/2024; the firm disclosed this across several NEOs’ inducement grants .
Annual Incentive Plan (AIP) – 2024 Scorecard
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial (forecasting, cost reduction, liquidity/capital) | Not disclosed | Company-wide AIP target aligned to stabilization goals | Achieved significant progress (new 3-year forecast, reduced reliance on wholesale funding, improved capital/liquidity) | Committee set total AIP at 100% of target (Nguyen: $700,000) | Cash; paid per AIP |
| Compliance, Risk Mgmt & Controls | Not disclosed | Same | Met/exceeded target expectations; strengthened risk framework, staffing, portfolio review | Included in overall 100% target payout | Cash |
| Talent, Leadership & Culture | Not disclosed | Same | Met/exceeded target expectations; executive hiring, HR integration, investor/regulator engagement | Included in overall 100% target payout | Cash |
| Strategy, Technology & Innovation | Not disclosed | Same | Met/exceeded target expectations; divestitures improving capital/liquidity, CRE de-risking, tech/cyber initiatives | Included in overall 100% target payout | Cash |
Equity Ownership & Alignment
| Item | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial Ownership (Shares) | Record Date (Apr 7, 2025) | 333,333 | Includes shares underlying options exercisable or vesting within 60 days; percent of class 0.080% . |
| Ownership as % of Shares Outstanding | Record Date | 0.080% | Derived from beneficial ownership table . |
| Options – Exercisable | Dec 31, 2024 | 0 | Outstanding table shows all 1,000,000 unexercisable at FY-end . |
| Options – Unexercisable | Dec 31, 2024 | 1,000,000 @ $9.21 | Expire 4/25/2031; vest over 3 years . |
| Pledging/Hedging | Policy | Prohibited for officers/directors | Formal anti-hedging/anti-pledging policy; cannot pledge stock or transact in derivatives . |
| Ownership Guidelines (Executives) | Policy | 4x base salary | Must reach within 5 years of initial service; NEOs in compliance or within phase-in . |
| Nguyen Guideline Compliance Window | Policy-based | Through Apr 12, 2029 | Based on 5-year window from start date Apr 12, 2024 . |
Employment Terms
| Provision | Bao Nguyen |
|---|---|
| Employment Agreement | None disclosed providing severance/change-in-control as of 12/31/2024; only option acceleration for death/disability . |
| Severance (No-Cause/Good Reason) | Not applicable (no agreement disclosed as of 12/31/2024) . |
| Change-of-Control Treatment | Not applicable to Nguyen per 12/31/2024 disclosure; Company policy uses double trigger for executives with agreements (e.g., CEO, CFO), no excise tax gross-ups . |
| Clawback/Recoupment | Subject to NYSE/SEC-compliant recoupment policy; recovery of excess incentive-based comp upon restatement; separate policy for misconduct/risk violations . |
| Non-Compete/Non-Solicit | Not disclosed for Nguyen; Company agreements with other NEOs include post-termination restrictive covenants . |
| Insider Trading/Ownership Policy | Formal policy filed with 2024 10-K; stock ownership minimums; anti-hedging/pledging . |
Compensation Structure Analysis
- 2024 cash vs equity mix: Nguyen’s total 2024 comp $5.85 million with option grant fair value ($4.56 million) dominating, signifying high equity-at-risk alignment with share price recovery .
- Shift to options: One-time inducement options for key executives (including Nguyen) vesting over 3 years; not expected to be annual, designed to attract/retain talent during turnaround .
- Guaranteed vs at-risk: AIP tied to operational stabilization; payout capped at 100% of target due to financial results, reinforcing risk discipline .
- Equity award timing optics: Item 402(x) disclosure shows Nguyen’s April 25, 2024 grant occurred in a designated MNPI period; disclosed percent price change metric (+27.17%), mitigating timing concerns via transparency .
- Tax gross-ups: Policy disallows gross-ups on severance for new agreements; relocation gross-ups were provided to some executives (not Nguyen) .
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking (2024): Citizens Financial, Comerica, Fifth Third, First Citizens, First Horizon, Huntington, KeyCorp, M&T, Regions, Synovus, Valley National, Webster, Western Alliance, Zions .
- Say-on-pay: Majority of votes cast supported executive compensation at the 2024 annual meeting; Compensation Committee continues aligning pay-for-performance .
Performance & Track Record
- Company progress in 2024 under reconstituted leadership and governance: capital raise ($1.05B), CET1 +280 bps to 11.83%, liquidity $29.9B, CRE de-risking, wholesale borrowings -34%, retail deposit growth +$7.3B, Private Bank deposits +$2.4B .
- Goal trajectory: Management aims for profitability in Q4 2025 and full-year profitability in 2026; cost reduction plan of $600M annualized with 80% realized .
- Pay versus performance disclosures emphasize TSR, net income, and diluted EPS as key metrics; 2024 CAP and SCT reconciliations provided per SEC rules .
Investment Implications
- Alignment: Nguyen’s compensation is heavily option-based, aligning his upside with sustained share price recovery over a 3-year horizon; anti-hedging/pledging and ownership guidelines further reinforce long-term alignment (4x salary within 5 years) .
- Retention risk: As of 12/31/2024, Nguyen had no severance or change-in-control protections beyond death/disability vesting, which can be retention-sensitive if market volatility persists; however, inducement options and AIP payouts support near-term retention .
- Vesting and potential selling pressure: Annual option tranches vest over three years beginning around April 25, 2025; while policy prohibits pledging/hedging, investors should monitor Form 4 filings around vesting dates for any sales, recognizing 2024 year-end options were out of the money .
- Governance and execution: The 2024 AIP’s focus on stabilization and risk infrastructure, coupled with strong governance (independent Compensation Committee, clawbacks), indicates disciplined execution; equity-heavy packages increase sensitivity to TSR, which the pay-versus-performance framework highlights .