Milton Berlinski
About Milton Berlinski
Milton Berlinski (age 68) is an independent director of Flagstar Financial, Inc. (FLG) since 2024 and currently serves as Chair of the Compensation Committee, and member of the Executive Committee and the Nominating & Corporate Governance Committee . He co-founded Reverence Capital Partners in 2013 after a 26-year career at Goldman Sachs, and holds a BA in engineering from California State University, Northridge (1978) and an MBA from Wharton (1980) . The Board has determined he meets NYSE independence standards, with specific review of Reverence-related transactions (loan sales to affiliates) concluded as non-material following competitive bid processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Founding member, Financial Institutions Group (Investment Banking); Head of Strategy & Corporate Development (pre/post IPO); Global coverage of financial sponsors and hedge funds; Member, Operating Committee & Compensation Committee | 26-year career; joined 1986 | Executed 300+ financial services transactions across subsectors; led strategic acquisitions; grew sponsor coverage revenues |
External Roles
| Organization | Role | Focus/Notes |
|---|---|---|
| Russell Investments | Director | Asset management governance |
| Venerable Holdings (HoldCo) | Director | Insurance solutions |
| Transact | Director | Financial services/processing |
| Osaic (f/k/a Advisor Group) | Director | Wealth management platform |
| DMG Bancshares | Director | Banking; potential sector interlock |
| Ministry Brands | Director | Vertical software |
| Allspring Global Investments | Director | Asset management |
| CAIS | Director | Alt investments platform |
| SEIA | Director | Wealth management |
| EverBank (f/k/a TIAA Bank) | Director | Banking; potential sector interlock |
| Kabbage; Obra Capital; Diamond Resorts; Victory Capital (prior) | Former Director | Prior public role at Victory Capital (NASDAQ: VCTR) |
| Ronald McDonald House; Wharton Advisory Board; Mount Sinai Dept. of Surgery Advisory Board; New America Alliance; SEO | Non-profit boards | Community, education, and philanthropic leadership |
Board Governance
- Committee assignments: Compensation (Chair), Executive, Nominating & Corporate Governance .
- Independence: Determined independent (NYSE/SEC standards); Board reviewed Reverence loan sale transactions (competitive bid) and deemed no material relationship .
- Attendance and engagement: In 2024, the Board held 31 meetings and committees met 54 times; all directors serving during 2024 attended at least 75% of meetings of the Board and their committees . Eight of nine directors attended the June 5, 2024 annual meeting .
- Lead Independent Director: Steven T. Mnuchin; presides executive sessions of independent directors and leads annual evaluations .
- Risk oversight: Robust committee structure (Audit, Risk Assessment, Technology, Compensation) with frequent reporting from CRO, CISO and Internal Loan Review; Compensation Committee oversees incentive risk .
Fixed Compensation
| Component | Amount/Terms | 2024 Berlinski Actual |
|---|---|---|
| Board annual cash retainer (non-employee director) | $75,000 | Included in fees |
| Committee chair/member retainers | Compensation Chair: $20,000; Nominating Chair: $20,000; Members: Audit $15,000; Compensation $10,000; Nominating $7,500; Risk $15,000; Technology $7,500 | Compensation Chair and Nominating Member applicable; total cash fees earned: $97,978 |
| Lead Independent/Non-Executive Chair premiums | Lead Independent: $52,500; Non-Executive Chair: $250,000 | Not applicable |
Notes:
- 2024 cash fees for Berlinski were $97,978; director compensation was assigned to Reverence Capital Partners LP (designation by Reverence Investors) .
Performance Compensation
| Equity Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Restricted Stock/RSUs | $104,779 | One-year vest | Standard annual equity for non-employee directors |
There are no disclosed performance metrics (TSR, ROA, etc.) tied to director equity; awards are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
- Reverence Investors nomination right: Reverence Investors have the right to nominate one board member; Berlinski is the Reverence nominee .
- Sector interlocks: Seats at DMG Bancshares and EverBank indicate multiple banking-sector board roles concurrent with FLG service, suggesting potential information-flow and time-allocation considerations .
Expertise & Qualifications
- Deep financial services M&A and strategic expertise; 300+ transactions led/executed across all subsectors; senior governance roles at Goldman Sachs (Operating and Compensation Committees) .
- Engineering (CSUN) and MBA (Wharton) education; multiple board roles across asset management, banking, fintech, and software; extensive non-profit governance .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 23,999 |
| Ownership (% of outstanding) | 0.006% |
| Directly held shares | 10,457 |
| RSUs vesting within 60 days (included in beneficial ownership) | 13,542 |
| Hedging/Pledging | Prohibited for directors under company policy |
| Director stock ownership guideline | 5x annual cash retainer; all non-employee directors in compliance or within phase-in period |
Governance Assessment
Positive signals:
- Independence affirmed despite sponsor affiliation; Board reviewed Reverence-related transactions and concluded no material relationship; committees composed entirely of independent directors .
- Strong governance roles: Chairs the Compensation Committee, which uses independent consultant (Meridian), maintains clawback policy, anti-hedging/pledging, double-trigger CIC norms, and risk review of incentives .
- Attendance and engagement: Board/committee workload is high; directors met frequently, and all directors met ≥75% attendance thresholds; annual meeting participation was strong .
Potential conflicts and RED FLAGS to monitor:
- Investor-nominated director: Reverence Investors’ board nomination right (Berlinski) plus waiver of 10% voting limit for Liberty and Reverence could concentrate influence; monitor related-party transactions, alignment with minority shareholders, and committee independence over time .
- Related-party exposure: Board explicitly reviewed loan sale transactions with Reverence affiliates; while process was competitive, recurring transactions with sponsor affiliates warrant continued scrutiny for pricing and fairness .
- Multiple external financial-services boards (e.g., DMG Bancshares, EverBank): Raises workload and potential confidentiality/interlock considerations across banking/asset management ecosystems; ensure robust recusals and conflict processes .
Director compensation and alignment:
- Mix of cash and equity with one-year RSU vest supports alignment; stock ownership guideline (5x retainer) plus anti-hedging/pledging and proxy access practices reinforce governance .
- 2024 cash fees ($97,978) and stock awards ($104,779) assigned to Reverence Capital per designation; transparency on assignment is positive, but investors should assess independence posture when compensation is routed to nominating sponsor .
Committee leadership effectiveness:
- Compensation Committee chaired by Berlinski oversees CEO and senior exec compensation design, risk balance, consultant independence, and pay-for-performance philosophy; 11 meetings in 2024 signal active oversight during turnaround year .
- Participation on Nominating & Corporate Governance aligns with board composition, independence determinations, ESG oversight, and shareholder communications processes .
Director Compensation
| Item | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $97,978 |
| Stock awards (grant-date fair value) | $104,779 |
| All other compensation | $0 |
| Total | $202,757 |
Program features:
- Annual cash retainer: $75,000 (non-employee directors) .
- Committee retainers (chair/member): Audit $35k/$15k; Compensation $20k/$10k; Nominating $20k/$7.5k; Risk $35k/$15k; Technology $20k/$7.5k .
- Equity: annual RSUs with one-year vesting .
Independence, Attendance & Engagement
- Independence determination: Independent per NYSE/SEC; Reverence-related transactions reviewed and deemed non-material .
- Attendance: All directors serving during 2024 attended ≥75% of meetings; Board held 31 meetings; committees held 54 meetings .
- Annual meeting attendance: 8 of 9 directors attended June 5, 2024 .
Related Party Transactions
- Transactions with Certain Related Persons: Board reviews loans and related-person transactions under federal banking laws; competitive, same terms as comparable loans .
- March 2024 capital raise: $1.05B investment agreements with Liberty, Hudson Bay, Reverence, and others; Berlinski is co-founder of Reverence; Liberty and Reverence obtained nomination rights (Liberty two seats; Reverence one seat) .
- Independence determination explicitly considered Reverence-affiliate loan sales entered after competitive bid processes .
Say-on-Pay & Shareholder Feedback (context)
- Majority approval in 2024 say-on-pay; Compensation Committee uses independent consultant (Meridian) and conducts outreach to investors; committee structure emphasizes risk-aware incentives and clawbacks .
Compensation Committee Analysis (structure under Berlinski)
- Committee responsibilities: CEO compensation, executive employment/CIC agreements, peer benchmarking, incentive plan design, performance certification, and succession planning; independent consultant support (Meridian) with no conflicts; 11 meetings in 2024 .
- Risk safeguards: Annual incentive risk assessments; recoupment; anti-pledging/hedging; maximum payout caps; balanced mix of cash/equity/long-term incentives .
Governance Summary
- Strengths: Independent status; seasoned financial-services strategist; chairs a critical committee during turnaround; robust governance policies (proxy access, clawbacks, anti-hedging/pledging); strong board/committee activity levels .
- Watch items (RED FLAGS): Sponsor nomination rights and voting-limit waiver; repeat transactions with sponsor affiliates; breadth of external financial-services board roles; ensure rigorous conflict-management, transparent related-party disclosures, and continued independent oversight of compensation and risk .