Steven T. Mnuchin
About Steven T. Mnuchin
Steven T. Mnuchin (age 62) is Lead Independent Director of Flagstar Financial, Inc. (FLG), serving on the Board since 2024. He chairs the Nominating & Corporate Governance Committee and sits on the Compensation and Executive Committees. Mnuchin is Founder and Managing Partner of Liberty Strategic Capital; previously the 77th U.S. Treasury Secretary (2017–2021), Founder/CEO of OneWest Bank, Partner and CIO at Goldman Sachs, and Founder/CEO of Dune Capital Management. He holds a BA from Yale University and brings deep finance, regulatory, and cybersecurity oversight experience to FLG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | 77th Secretary of the Treasury | Feb 2017 – Jan 2021 | Led economic agenda and regulatory reforms; chaired CFIUS; oversaw cybersecurity for financial services; pivotal role in Tax Cuts and JOBS Act and CARES Act . |
| OneWest Bank Group LLC | Founder, Chairman & CEO | — | Built and led bank until sale to CIT Group Inc.; extensive banking leadership . |
| Goldman Sachs | Partner; Chief Information Officer | — | Led global information/technology strategy and operations; capital markets expertise . |
| Dune Capital Management | Founder, Chairman & CEO | — | Investment management leadership in global markets . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cybereason Inc. | Director | Since 2021 | Liberty Strategic Capital portfolio company . |
| Satellogic Inc. | Director | Since 2022 | Public company directorship; Liberty portfolio . |
| Zimperium, Inc. | Director | Since 2022 | Liberty portfolio; mobile cybersecurity . |
| Contrast Security, Inc. | Former Director | 2022–2023 | Prior board service . |
| BlueVoyant, Inc. | Former Director | 2022–2023 | Prior board service . |
Board Governance
- Independence: The Board determined Mnuchin is independent under NYSE rules; all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
- Lead Independent Director responsibilities: Presides over executive sessions; liaises between independent directors and CEO; engages major shareholders; guides CEO performance review and Board/committee self-assessments; approves agendas .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; Member, Executive Committee .
- Attendance: In 2024, the Board held 31 meetings and committees held 54; all directors attended at least 75% of meetings during their tenure. Eight of nine directors attended the June 5, 2024 annual meeting .
- Investor nomination rights: In the March 2024 capital raise, Liberty Investors (affiliated with Mnuchin) received rights to nominate two directors; Mnuchin and Brian R. Callanan were nominated under these rights .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $75,000 | 2024 program . |
| Lead Independent/Presiding Director retainer | $52,500 | Additional to board retainer . |
| Committee retainers – Chair | Audit $35,000; Compensation $20,000; Nominating & Corporate Governance $20,000; Risk $35,000; Technology $20,000 | 2024 schedule . |
| Committee retainers – Member | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500; Risk $15,000; Technology $7,500 | 2024 schedule . |
| 2024 fees earned (Mnuchin) | $135,860 | Paid/earned in cash; assigned to Liberty 77 Capital . |
| Director equity award (Mnuchin) | $104,779 | Restricted stock/RSUs; 1-year vest . |
| Total 2024 director comp (Mnuchin) | $240,639 | Cash + equity; no other comp . |
| Director ownership guideline | 5x annual cash board retainer | Compliance or within phase-in for all directors . |
Performance Compensation
| Element | Grant/Structure | Vesting | 2024 Value (Mnuchin) |
|---|---|---|---|
| Director equity (RSUs/restricted stock) | Annual grant | One-year vesting | $104,779 . |
- Performance metrics: None disclosed for director equity; director program balances cash/equity and transparency while maintaining independence .
Other Directorships & Interlocks
| Company/Entity | Relationship | Interlock/Note |
|---|---|---|
| Liberty Strategic Capital | Founder/Managing Partner | Liberty Investors obtained rights to nominate 2 directors; nominated Mnuchin and Brian R. Callanan . |
| Brian R. Callanan (FLG Director) | Liberty Senior Managing Director & General Counsel | Current FLG director; Audit and Risk committee member . |
| Reverence Capital Partners | Investor with one nomination right | Nominated Milton Berlinski to FLG Board . |
Expertise & Qualifications
- Corporate finance, investment banking, technology/cybersecurity oversight, and government/regulatory leadership; chaired CFIUS and led Treasury cybersecurity oversight for financial services .
- Public company governance, risk management, and strategic planning experience tailored to FLG’s Category IV bank context .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Steven T. Mnuchin (Director) | 75,013,636 | 18.072% | Includes RSUs vesting/triggerable within 60 days (13,542) and 100 shares directly held; beneficial ownership through Liberty-related entities as described . |
| Liberty 77 Capital L.P. et al. (group including Mnuchin) | 74,999,994 | 18.07% | As reported in Schedule 13D/A and Form 4; address and entities listed . |
- Hedging/pledging policy: Directors and officers are prohibited from hedging and pledging Company stock; anti-hedging/pledging is enforced via policy and guidelines .
- Director stock ownership guidelines: Five times annual cash retainer; directors are compliant or within the five-year phase-in period .
Governance Assessment
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Strengths:
- Significant “skin-in-the-game”: ~18% beneficial ownership aligns incentives with long-term shareholder value .
- Robust lead independent role and fully independent key committees enhance oversight and shareholder engagement .
- Active committee leadership (chairing Nominating & Corporate Governance) and service on Compensation/Executive Committees support board effectiveness in a turnaround context .
- Director compensation structure mixes cash/equity, with clear retainer schedules and one-year vesting; stock ownership guidelines reinforce alignment .
- Board and committee workload/attendance indicate high engagement during 2024 (85 total meetings; all directors ≥75% attendance) .
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Potential conflicts and RED FLAGS:
- Investor nomination rights: Liberty Investors’ contractual right to nominate two directors (including Mnuchin) creates an interlock and potential influence over board composition; director fees assigned to Liberty 77 reinforce affiliation. The Board nevertheless determined Mnuchin is independent under NYSE rules, but the affiliation warrants monitoring of related-party exposure and committee decisions, particularly in Nominating and Compensation .
- Concentrated ownership: ~18% stake plus Lead Independent role and chairing Nominating may amplify governance influence; ongoing transparency on transactions and strict adherence to conflict policies remain critical .
- CEO pay ratio and inducement awards reflect aggressive executive incentive alignment; while not specific to director pay, investor perception of pay-for-performance and committee rigor (Mnuchin as Compensation Committee member) is a watch item in a turnaround year .
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Mitigating factors:
- Company-wide policies: majority independent board, proxy access, recoupment/clawback, anti-hedging/pledging, no poison pill, and executive sessions support governance quality .
- Related party oversight: Board reviews and ratifies related-person transactions; banking laws require market-terms lending to insiders .
Conclusion: Mnuchin’s deep finance/regulatory background and significant ownership are positive alignment signals. The Liberty nomination rights and interlocks are the primary governance sensitivity; continued disclosure, independent committee leadership, and enforcement of conflict policies are essential to sustain investor confidence .