Cory Gardner
About Cory S. Gardner
Cory S. Gardner, age 50, joined FOA’s Board on March 19, 2025 as an independent director and member of the Audit Committee. He brings deep experience in legislative affairs, financial services, and regulatory policy from service as a U.S. Senator (2015–2021), U.S. Representative (2011–2015), and in prior government roles. He holds a J.D. from the University of Colorado School of Law and a B.A. in Political Science from Colorado State University. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | U.S. Senator (Colorado) | 2015–2021 | Legislative affairs and regulatory policy experience cited by FOA Board |
| U.S. House of Representatives | U.S. Representative | 2011–2015 | Federal legislative experience |
| Colorado General Assembly | Member | 2005–2011 | State legislative experience |
| Office of U.S. Sen. Wayne Allard | General Counsel & Legislative Director | 2002–2005 | Legal and legislative leadership |
| National Corn Growers Association | Communications Director | 2001–2002 | Communications and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Senate Leadership Fund | Chairman & CEO | Since 2024 | Political leadership role |
| ACT West, LLC | Sole owner | Since 2021 | Advisory/consulting business |
| HealthBook+ | Advisor/Consulting | Since 2023 | Advisory engagement |
| Ford Motor Company | Advisor/Consulting | Since 2023 | Advisory engagement |
| American Conservation Coalition | Advisor/Consulting | Since 2023 | Advisory engagement |
| Coign Credit Card | Advisor/Consulting | Since 2022 | Advisory engagement |
| Crypto Council for Innovation | Advisor/Consulting | Since 2021 | Advisory engagement |
| National Cannabis Roundtable | Advisor/Consulting | Since 2021 | Advisory engagement |
| Pura Vida Funds | Advisor/Consulting | 2021–2023 | Advisory engagement |
| Edward M. Kennedy Institute | Board; Audit & Finance Committee | Since 2023 | Governance and finance oversight |
| International Republican Institute | Board; Finance Committee | Since 2023 | Governance and finance oversight |
| American Council of Young Political Leaders | Advisory Board | Since 2023 | Advisory role |
| Univ. of Colorado Center for Combat Research | Strategic Advisory Board | Since 2023 | Advisory role |
| Regulating AI | Board of Advisors | Since 2023 | Advisory role |
| Michael Best Strategies | Board of Advisors | Since 2021 | Advisory role |
| United Launch Alliance | Strategic Advisory Group | Since 2021 | Advisory role |
| Center for National Security Initiatives | Board of Directors | Since 2021 | Governance role |
| Qcells North America | Board of Advisors | 2021–2023 | Advisory role |
| Jaws Juggernaut | Board; Audit Committee | 2021–2023 | Public company/SPAC governance and audit oversight |
| U.S. Air Force Academy | Board of Visitors | 2015–2021 | Governance oversight |
Board Governance
| Topic | Detail |
|---|---|
| Independence | FOA Board affirmatively determined Gardner is independent under NYSE standards. |
| Committee Assignments | Audit Committee member (Chair: Norma C. Corio). |
| Audit Committee Expertise | Board designated Corio as “audit committee financial expert”; all Audit members (incl. Gardner) satisfy NYSE financial literacy. |
| 2024 Attendance Baseline | Board (10 mtgs), Audit (7), Comp (3), N&G (2); Gardner appointed in 2025 and did not attend 2024 meetings. |
| Executive Sessions | Non-management sessions are regularly scheduled; Brian L. Libman presides. |
| Hedging/Pledging Policy | Company policy prohibits hedging and pledging of FOA securities by personnel and related persons. |
| Controlled Company Status | FOA is a “controlled company” under NYSE due to Principal Stockholders’ voting power; may elect exemptions (e.g., majority independent board not required). |
| Nomination Dynamics | Gardner was recommended to the Board by Blackstone Investors (not exercising formal nomination rights under Stockholders Agreement). |
| Related Party Transactions Policy | Item 404(a)-type transactions require Audit Committee approval; disclosure threshold >$120,000. |
| Appointment Representations | At appointment, Board determined Gardner has no arrangements for selection and no Item 404(a) transactions. |
Committee membership snapshot (current)
| Committee | Gardner | Chair | 2024 meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Norma C. Corio | 7 | Gardner did not attend 2024 meetings due to 2025 appointment |
| Compensation | — | Brian L. Libman | 3 | Not a member |
| Nominating & Corporate Governance | — | Brian L. Libman | 2 | Not a member |
Fixed Compensation
| Component | Gardner (2025) | FOA Policy Detail |
|---|---|---|
| Cash Retainer | Prorated from Mar 19, 2025; exact $ not disclosed. | Quarterly cash retainer of $25,000 (annual $100,000). |
| Eligibility | Non-employee, non-Blackstone-affiliated directors only. | Same as left. |
| Committee/Meeting Fees | Not specifically disclosed; compensation table shows single cash column. | Program described as approx. $200,000 package (cash + equity). |
Performance Compensation
| Award Type | Gardner (2025) | FOA Director Program (2024 for context) |
|---|---|---|
| RSUs | Prorated equity grant per policy; grant details not disclosed at appointment. | Annual equity grant targeted ~$100,000, adjusted in 2024 to $65,200 grant date fair value per director; 10,000 RSUs granted on May 13, 2024; vest on earlier of the 2025 Annual Meeting and May 13, 2025 (i.e., May 13, 2025). |
| Options | None disclosed for directors. | None disclosed. |
| Performance Metrics | None disclosed for director equity; RSUs are time-based. | None disclosed for director equity; time-based vesting only. |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee/Notes |
|---|---|---|---|
| Jaws Juggernaut | Public (SPAC) | Director | Audit Committee (2021–2023). |
| Edward M. Kennedy Institute | Non-profit | Director | Audit & Finance Committee (since 2023). |
| International Republican Institute | Non-profit | Director | Finance Committee (since 2023). |
| Multiple advisory/strategic boards (see External Roles) | Various | Advisor | Governance/strategy advisory roles. |
Expertise & Qualifications
- FOA Board cited Gardner’s experience in legislative affairs, financial services, and regulatory policy as a key qualification.
- Legal training (J.D.) and broad federal/state legislative experience enhance oversight of compliance and regulatory risks.
- Financial literacy for Audit Committee service confirmed by Board.
Equity Ownership
| Holder | Shares of Class A Common Stock | Class A % | FOA Units | % Total Voting Power | As-of Date |
|---|---|---|---|---|---|
| Cory S. Gardner | — | * (<1%) | — | * (<1%) | Record Date: Mar 19, 2025 |
Footnote: Beneficial ownership includes RSUs scheduled to vest within 60 days of March 19, 2025.
Governance Assessment
- Positives
- Independent director with Audit Committee membership and confirmed financial literacy, supporting board oversight of financial reporting and compliance.
- Company hedging and pledging prohibitions strengthen alignment and reduce risk of misaligned incentives.
- No related-party transactions or selection arrangements disclosed at appointment, lowering conflict risk at entry.
- Risks and RED FLAGS
- FOA’s “controlled company” status reduces certain NYSE governance protections (e.g., majority independent board requirement), which can weaken minority shareholder safeguards.
- Gardner’s recommendation by Blackstone Investors, while not a formal nomination, signals Principal Stockholder influence in board composition that investors should monitor.
- Initial ownership alignment appears limited (no Class A shares reported at Record Date), though standard director RSUs provide some equity exposure.
- Extensive external advisory and leadership commitments could pose time-commitment risk; N&G committee assesses time commitments per policy.
Overall signal: Addition of a policy-savvy, independent Audit Committee member is constructive for regulatory and compliance oversight, but controlled-company dynamics and low initial ownership require continued monitoring for board independence and alignment.