Brian Libman
About Brian L. Libman
Brian L. Libman (age 59) is FOA’s founder and Chairman, overseeing business strategy since April 1, 2021; he is the architect of FOA’s business model with decades in specialty finance and more than twenty acquisitions executed . He began at Lehman Brothers, developed Aurora Loan Services, later served as Managing Partner/CEO at Green Tree Servicing and Chief Strategy Officer at its public-market successor, and holds a Wharton M.B.A. and B.S.E.; he is the inventor named on US20070136186A1 for an automated loan evaluation system . FOA’s Board has not designated him as an independent director under NYSE standards; independence determinations were made for other directors (Corio, Essex, Gardner, Lord, Pratcher, West) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Finance of America Companies Inc. | Founder; Chairman overseeing business strategy | Chairman since Apr 1, 2021; founded FOA in 2013 | Architect of FOA’s unique business model; strategic oversight |
| Green Tree Servicing | Managing Partner and CEO; Chief Strategy Officer of its public-market successor | Prior to creating FOA in 2013 | Led specialty finance operations and strategy |
| Lehman Brothers | Built loan acquisition, servicing and lending; created Aurora Loan Services | Early career (spent more than a decade) | Built a leading alternative mortgage originator/servicer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public-company directorships disclosed in proxy |
Board Governance
- Committee assignments and chair roles (current): Libman chairs the Compensation Committee and the Nominating & Corporate Governance Committee; he is not on the Audit Committee .
- Independence status: The Board affirmatively determined independence for Ms. Corio and Messrs. Essex, Gardner, Lord, Pratcher, and West; Libman is not listed among independent directors .
- Attendance and engagement: In 2024, the Board met 10 times; Audit 7; Compensation 3; Nominating & Corporate Governance 2; all directors (during their service periods) attended at least 75% of meetings; four of five then-serving directors attended the 2024 annual meeting .
- Executive sessions: Executive sessions of non-management directors are regularly scheduled; Libman presides at executive sessions .
- Controlled company: FOA is a “controlled company” under NYSE rules due to Principal Stockholders holding >50% voting power, allowing exemptions from majority-independent board and fully independent compensation/nominating committees; although a majority of independent directors currently serve, protections differ from non-controlled companies .
- Nomination rights and interlocks: Under the Stockholders Agreement, entities controlled by Libman (“BL Investors”) and funds affiliated with Blackstone have board nomination rights proportional to ownership; Libman was designated under this agreement . Compensation Committee interlocks: none with FOA executives in 2024 .
Committee Membership Snapshot (Libman)
| Committee | Role | Notes |
|---|---|---|
| Compensation | Chair | Sets CEO pay; recommends director compensation; administers equity plans |
| Nominating & Corporate Governance | Chair | Oversees board composition, evaluations, governance guidelines |
| Audit | Not a member | Audit chaired by Corio; she is the audit committee financial expert |
Fixed Compensation
| Year | Cash Retainer ($) | Equity RSUs Grant Date | RSUs (#) | RSUs Fair Value ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 100,000 | May 13, 2024 | 10,000 | 65,200 | 165,200 |
- Program structure: Non-employee, non-Blackstone-affiliated directors receive ~$200,000 annually (quarterly cash retainer of $25,000 and ~ $100,000 equity), with 2024 equity grant scaled due to stock price below $10 (post 10:1 reverse split) .
- RSU vesting: Director RSUs granted May 13, 2024 vest on the earlier of the 2025 Annual Meeting date or May 13, 2025 .
Performance Compensation
| Component | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None disclosed for directors (time-based vesting) | Earlier of 2025 Annual Meeting or May 13, 2025 | Equity intended to align director interests; no performance-conditioned director equity disclosed |
Other Directorships & Interlocks
| Person | Current Public Boards | Committee Roles Elsewhere | Interlocks/Conflicts |
|---|---|---|---|
| Brian L. Libman | Not disclosed | Not disclosed | No compensation committee interlocks with FOA executives in 2024 |
Expertise & Qualifications
- Specialty finance and lending expertise; led >20 acquisitions; founder and strategic architect of FOA’s business model .
- Built loan businesses at Lehman Brothers; created Aurora Loan Services .
- Patent: US20070136186A1 “Automated Loan Evaluation System” .
- Education: Wharton School M.B.A. and B.S.E. .
Equity Ownership
| Holder | Class A Shares | Class A % | FOA Units | Voting Power % | RSUs Scheduled to Vest | Exchangeable Notes Convertible Shares |
|---|---|---|---|---|---|---|
| Brian L. Libman (and affiliated entities) | 2,346,303 | 19.7% | 6,955,056 | 37.1% | 10,000 RSUs vesting by 2025 meeting | 1,204,400 (included per SEC rules) |
- Ownership as of March 19, 2025; Class B shares confer voting equal to FOA Units held; FOA Units are exchangeable one-for-one into Class A .
- Securities trading policy prohibits hedging/derivatives and pledging of Company securities by Company personnel and related persons after adoption .
- Stockholders Agreement permits Principal Stockholders to pledge/hypothecate FOA Units (LLC interests) for financing, with Company cooperation—distinct from Company securities policy and a potential collateralization pathway for significant voting instruments .
Related-Party Exposure and Transactions
- Senior and Exchangeable Notes: Libman and affiliates held $77.28 million of FOAF notes; exchanged into Secured Notes on Oct 31, 2024; FOA paid $6.7 million in interest to Libman-affiliated entities in 2024 and $6.1 million in 2023; $193,210 cash consideration paid in 2024 in the exchange .
- Working Capital Promissory Notes: Revolving notes originally up to $35 million (later $60 million, then $85 million) with entities affiliated with Blackstone and Libman; matured to May 25, 2025 and secured by tangible assets and specified pledged risk-retention securities; include covenants and mandatory prepayments .
- Governance agreements: Libman’s BL Investors hold nomination rights; registration rights and exchange mechanics facilitate liquidity/structural control .
Governance Assessment
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Strengths (alignment and engagement):
- High ownership and voting power (37.1%) align incentives, with direct Class A holdings and FOA Units; ongoing RSUs provide additional alignment .
- Active board engagement metrics (10 board meetings; committee cadence; ≥75% attendance) and presiding over executive sessions indicate involvement .
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Risks/RED FLAGS (investor confidence considerations):
- Controlled company governance: FOA relies on NYSE controlled company exemptions; the Compensation and Nominating committees are chaired by a non-independent director (Libman), weakening perceived independence of pay and nomination oversight .
- Significant related-party financing: Material interest payments to Libman-affiliated entities and participation in note exchanges create potential conflicts of interest and cash leakage risk to insiders .
- Structural control and nomination rights: The Stockholders Agreement grants proportional nomination power to BL Investors, entrenching board influence relative to public float .
- Potential pledging of FOA Units: The Stockholders Agreement permits Principal Stockholders to pledge FOA Units; while Company securities pledging is prohibited for personnel, collateralization of voting units could introduce counterparty risk and governance complexity if triggered .
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Overall view: Libman’s deep specialty finance experience and founder status are positives for strategy continuity and turnaround credibility. However, the combination of controlled-company status, non-independent chairing of key committees, and substantial related-party financing requires heightened monitoring of pay practices, capital allocation, and board refresh processes to sustain investor confidence .