Marshall Lux
About Marshall Lux
Independent director of Flagstar Financial, Inc. (FLG) since 2022; age 65. Princeton University undergraduate and Harvard Business School MBA (1986). Veteran financial-services strategist and risk executive with nearly four decades of experience across consumer finance, commercial banking, insurance, asset management, broker/dealers, card companies, private equity, and fintech; prior Senior Partner at McKinsey & Co., Global Chief Risk Officer for J.P. Morgan’s Chase Consumer Bank, and Senior Partner/Senior Advisor at Boston Consulting Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner | ~20 years (began post-HBS 1986) | Led risk, compliance, strategy, operations; advised banks on consumer compliance, M&A integration, new product rollout, credit quality, crisis management, capital initiatives |
| J.P. Morgan (Chase Consumer Bank) | Global Chief Risk Officer | Prior to 2009 | Managed 10,000 staff; reported to Board; co-developed risk strategies/models that helped navigate mortgage crisis; advised on consumer compliance in mortgage lending |
| Boston Consulting Group | Senior Partner → Senior Advisor | Since 2009; Sr. Advisor from 2014 | Advised financial services firms including residential mortgage lenders and consumer credit providers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mphasis (NSE: MPHASIS) | Director | Current | Board noted Mphasis provides data migration/management services to Bank; independence maintained after review |
| Guardian Life Mutual Funds | Director | Current | Wealth management arm of Guardian Life Insurance Company |
| DHB Capital Corp. (public, prior) | Director | Prior | Former publicly traded global IT company (SPAC) |
| Private small business lender | Director | Current | Privately held; board role |
| Private global IT platform solutions company | Director | Current | Privately held; board role |
| Various fintechs (payments, mortgage, digital assets, cybersecurity, wealth) | Advisor | Ongoing | Advisory roles across fintech segments |
Board Governance
- Independence: Board determined Marshall Lux is independent under NYSE rules; also independent on Audit, Compensation, Nominating & Corporate Governance Committees per Board standards .
- Committee assignments and chair roles (2024 meetings shown):
- Technology Committee: Chair; meetings held 9 .
- Compensation Committee: Member; meetings held 11 .
- Nominating & Corporate Governance Committee: Member; meetings held 4 .
- Risk Assessment Committee: Member; meetings held 11 .
- Attendance and engagement:
- In 2024, the Board held 31 meetings; standing committees met 54 times. All directors serving during 2024 attended at least 75% of aggregate Board and committee meetings on which they served. Eight of nine directors attended the 2024 annual meeting .
- Lead Independent Director: Steven T. Mnuchin; Audit Chair: Alan Frank; Executive Committee chaired by Joseph M. Otting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Marshall Lux) | $127,152 | Director fees earned/paid in cash |
| Committee Fees Schedule (2024) | Audit Chair: $35,000; Audit Member: $15,000; Compensation Chair: $20,000; Compensation Member: $10,000; Nominating Chair: $20,000; Nominating Member: $7,500; Risk Chair: $35,000; Risk Member: $15,000; Technology Chair: $20,000; Technology Member: $7,500 | |
| Board Annual Retainers (2024) | Non-employee director: $75,000; Non-Exec Chairman: $250,000; Lead Independent Director: +$52,500 in addition to $75,000 |
- Cash/equity mix (Marshall Lux, 2024): Cash $127,152 vs. Equity $126,438 (≈50%/50%) .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock / RSUs (Director annual grant) | — | — | $126,438 (Marshall Lux, 2024) | One-year vest from grant date (director program) |
| RSUs outstanding (as of Record Date) | — | 13,542 (could vest or trigger within 60 days) | — | Time-based; one-year vest for director grants |
- Directors receive only time-based equity (restricted stock or RSUs) with one-year vest; no performance metrics (TSR/ROE/EBITDA) apply to director compensation; equity component intended to align interests with shareholders .
Other Directorships & Interlocks
| Relationship | Description | Governance Treatment |
|---|---|---|
| Vendor relationship: Mphasis (where Lux is a director) | Mphasis provided data migration/management services to Bank | Board reviewed and still determined Lux independent; considered transaction context under NYSE rules |
| Capital raise counterparties | March 2024 capital raise involved Liberty Investors/Reverence Capital (other directors affiliated) | Disclosed conflicts; Board reviews related-person transactions per policy |
Expertise & Qualifications
- Banking, Insurance, FinTech; extensive risk management, compliance, technology oversight; public company governance experience .
- Prior executive risk leadership (JPMorgan Chase Consumer Bank CRO); advisory to C-suites across major financial firms .
- Technology/cyber oversight as Technology Committee Chair, coordinating with CIO, CISO, and CRO on CSMP governance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 38,906; includes 25,364 directly held |
| Ownership % of class | 0.009% |
| Unvested RSUs (vesting/trigger within 60 days) | 13,542 |
| Pledging/Hedging | Prohibited for directors and officers (no pledging collateral; no hedging via derivatives) |
| Stock ownership guidelines | Directors: 5x annual cash retainer; all non-employee directors in compliance or within five-year phase-in for new directors |
Insider Trades
| Date | Type | Shares | Price | Value |
|---|---|---|---|---|
| 2024-03-21 | Open-market buy | 27,100 | $3.69 | $99,891 |
| 2025-01-31 | Form 4 filed (ownership change) | — | — | Filing reference (details in SEC XML) |
Note: CIK 910073 reflects issuer continuity through corporate name changes; the March 2024 buy aligns with investor confidence signaling post-capital actions .
Governance Assessment
- Committee influence and expertise: As Technology Committee Chair and Compensation Committee member, Lux has material influence on cyber risk oversight and executive/director pay governance; he also contributes to Nominating/Governance and Risk committees, reinforcing board effectiveness in risk and talent oversight .
- Independence and conflict review: Board explicitly reviewed Mphasis’ services to the Bank given Lux’s Mphasis directorship and affirmed independence—mitigates vendor interlock concerns but remains a monitoring point for related-party exposure. RED FLAG monitored but mitigated via Board review and NYSE standards .
- Attendance and engagement: Board/committee cadence is high (85 total meetings in 2024); all directors met ≥75% attendance, supporting engagement; Technology Committee oversight framework requires regular CIO/CISO/CRO reporting—positive for cyber governance .
- Alignment signals: Balanced cash/equity director pay and stock ownership guidelines (5x retainer) promote alignment; Lux’s open-market purchase (Mar 2024) is a positive confidence indicator. Anti-hedging/anti-pledging policies strengthen shareholder alignment .
- Compensation structure: Director equity is time-based RSUs/restricted stock with one-year vest; no performance metrics—consistent with industry norms for non-employee directors; Compensation Committee uses independent consultants and robust clawback policies for executives, and prohibits single-trigger CIC payouts—positive governance posture .
Fixed Compensation
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Marshall Lux (2024) | 127,152 | 126,438 | 748 | 254,338 |
Performance Compensation
| Metric | 2024 Value | Terms |
|---|---|---|
| Director equity award (RSU/Restricted Stock) | $126,438 (grant-date fair value) | One-year vest |
| RSUs vesting status (as of Record Date) | 13,542 RSUs could vest/trigger within 60 days | Time-based; no performance metrics |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction | Board Independence Determination |
|---|---|---|---|
| Mphasis | Director | Provided data migration and management services to Bank | Independence affirmed after review |
| Guardian Life Mutual Funds | Director | — | Noted as external role |
| DHB Capital Corp. (prior) | Director | — | Prior public company board |
Expertise & Qualifications
- Banking/Insurance/FinTech; risk management and compliance; technology oversight; public company governance; strategic operations; crisis management; capital initiatives .
- Technology/cyber risk oversight as Committee Chair coordinating with CIO/CISO/CRO; reviews policy/adoption across CSMP .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Directly Held Shares | RSUs (≤60 days vest/trigger) |
|---|---|---|---|---|
| Marshall Lux | 38,906 | 0.009% | 25,364 | 13,542 |
- Anti-hedging/anti-pledging: Strict prohibitions for directors/officers .
- Stock ownership guideline: 5x annual retainer; directors in compliance or within five-year phase-in .
Related Party Transactions
- Board reviews loans and related-person transactions under federal banking laws and internal policy; competitive-bid loan sales to Reverence affiliates and services by Mphasis were considered; Lux’s independence affirmed despite Mphasis vendor relationship .
Risk Indicators & Red Flags
- Potential vendor interlock (Mphasis services to Bank while Lux is Mphasis director): RED FLAG monitored; mitigated by Board review and independence determination .
- Hedging/pledging: Prohibited—positive alignment .
- Director compensation structure: Balanced cash/equity and clear policy—no excessive guarantees; equity not performance-based, consistent with director norms .
Compensation Committee Analysis
- Compensation Committee members: Milton Berlinski (Chair), Marshall Lux, Steven T. Mnuchin, Allen C. Puwalski; uses independent consultant; robust governance including clawbacks, anti-hedging/pledging, no single-trigger CIC, no option repricing without shareholder approval .
Governance Conclusion
- Board effectiveness: Lux contributes deep risk and technology expertise across multiple key committees, including chairing Technology—strengthens oversight of cyber and IT governance .
- Alignment and confidence signals: Balanced compensation mix, stock ownership guidelines, anti-hedging/pledging, and open-market share purchase point to investor-aligned behavior .
- Monitoring points: Continue oversight of any Mphasis engagements to avoid related-party concerns; maintain scrutiny on committee workloads and attendance given high meeting cadence .