Graham Fleming
About Graham Fleming
Graham A. Fleming (age 55) is FOA’s Chief Executive Officer since April 5, 2023; he joined FOA in December 2013, previously serving as President (Oct 2020–Apr 2023), Interim CEO (Jul 2022–Apr 2023), and Interim CFO (Oct–Nov 2023). He is a Chartered Certified Accountant educated at Dublin Business School and brings 25+ years in mortgage lending, including founding Icon Residential Lenders and serving as CFO at AMRESCO Residential Mortgage . FOA’s pay-versus-performance disclosure shows cumulative TSR rising to 71 in 2024 (from 28 in 2023 and 32 in 2022) and a return to net income of $36 million in 2024 (vs. net losses of $218 million in 2023 and $716 million in 2022) . The board recognized “return to profitability” in 2024 when granting options to Fleming, aligning incentives with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Finance of America Companies Inc. | Chief Executive Officer | Apr 2023–present | Led FOA through return to profitability; oversight of strategic direction |
| Finance of America Companies Inc. | Interim Chief Executive Officer | Jul 2022–Apr 2023 | Leadership continuity during CEO transition |
| Finance of America Companies Inc. | President | Oct 2020–Apr 2023 | Oversaw enterprise operations across reverse mortgage and consumer direct |
| Finance of America Companies Inc. | Interim Chief Financial Officer | Oct–Nov 2023 | Bridged finance leadership; supported CFO transition |
| Icon Residential Lenders | Founder & President | Not disclosed | Built mortgage origination platform; strategy and capital markets experience |
| AMRESCO Residential Mortgage | Chief Financial Officer | Not disclosed | Financial management, risk and capital markets expertise |
External Roles
None disclosed in FOA’s proxy or 8-Ks for Fleming .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $850,000 | $850,000 |
| All Other Compensation ($) | $9,900 (primarily 401(k) match) | $10,350 (primarily 401(k) match) |
Performance Compensation
Annual Cash Incentive
| Item | 2023 | 2024 |
|---|---|---|
| Target Bonus (% of Salary) | Not disclosed | 147% |
| Target Bonus ($) | Not disclosed | $1,250,000 |
| Actual Bonus Paid ($) | $650,000 | $687,500 |
| Performance Metrics | Committee discretion based on individual, operational, and company performance; no formulaic metrics disclosed | Committee discretion based on individual, operational, and company performance; no formulaic metrics disclosed |
| Vesting | Cash (N/A) | Cash (N/A) |
Long-Term Incentives (RSUs and Options)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Expiration | Exercise Price | Notes |
|---|---|---|---|---|---|---|---|
| RSUs | Apr 1, 2024 | 200,000 | $1,424,000 | 1/3 each on 1st, 2nd, 3rd anniversary (Apr 1, 2025/2026/2027), service-based | N/A | N/A | Time-based; aligns with retention |
| RSUs (outstanding) | Apr 1, 2023 | 80,645 unvested at 12/31/24 | Not disclosed | 2nd and 3rd anniversaries of Apr 1, 2023 | N/A | N/A | Service-based |
| RSUs (outstanding) | Apr 1, 2022 | 16,286 unvested at 12/31/24 | Not disclosed | 3rd anniversary of Apr 1, 2022 | N/A | N/A | Service-based |
| Options | Nov 7, 2024 | 200,000 | $1,460,000 | Cliff vest Nov 7, 2026 (2-year), service-based | Nov 7, 2029 | $25.00 | Granted post “return to profitability”; strike 11$ above grant-date close; stock up 12% vs strike by 12/31/24 |
Earnout Rights (Legacy LTIP)
| Item | Fleming |
|---|---|
| Earnout Rights Outstanding (unearned) | 13,680 rights |
| Triggers | Average Class A price ≥ $125 or ≥ $150 for any 20 of 30 consecutive trading days within 6 years post-business combination (April 2021) |
| Status | No earnout date occurred as of proxy date |
Equity Ownership & Alignment
| Ownership Snapshot (as of Mar 19, 2025) | Amount |
|---|---|
| Class A Shares | 253,696 |
| FOA Units (exchangeable 1:1 into Class A) | 121,995 |
| Class A Share % | 2.3% |
| % of Total Voting Power | 1.6% |
| Unvested RSUs (as of Dec 31, 2024) | 296,931 units; market value $8,349,700 at $28.12 |
| Unexercisable Options (as of Dec 31, 2024) | 200,000; strike $25; expire Nov 7, 2029 |
| Hedging/Pledging Policy | Company prohibits hedging and pledging by personnel and related persons |
- Securities trading policy restricts derivatives and pledging, reducing misalignment risk from hedging/pledging. The Stockholders Agreement permits principal stockholders to pledge FOA Units; this does not apply to company personnel under the trading policy .
- Stock ownership guidelines for executives are not disclosed in the proxy; compliance status not disclosed.
Employment Terms
- Severance/Change-in-Control: FOA discloses no severance arrangements for named executive officers other than a salary continuation agreement for another executive; thus Fleming has no severance arrangement disclosed .
- Non-compete/Non-solicit: Not disclosed for Fleming.
- Clawback: Not disclosed.
- Perquisites: All Other Compensation primarily reflects 401(k) match; no tax gross-ups or extraordinary perquisites disclosed for Fleming .
Performance & Track Record
- Return to profitability triggered ad hoc option grants to executives, including Fleming, recognizing leadership and service; options were priced at $25, above the grant-date close, with 5-year term and 2-year cliff vest .
- Pay-versus-performance shows cumulative TSR improving to 71 in 2024, alongside net income of $36 million, demonstrating improved performance under Fleming’s tenure as CEO .
- FOA disclosed non-reliance on certain prior financial statements and a material weakness related to cash flow presentation classification, with remediation underway; audit committee and BDO engaged, indicating control risk to monitor .
Compensation Structure Analysis
- Year-over-year mix shift: 2024 introduced stock options alongside RSUs, increasing at-risk, performance-levered pay; salary remained flat at $850k, bonus modestly higher; RSU grant-date fair value slightly lower vs 2023 .
- Annual bonus determination is discretionary rather than formulaic KPI-based, reducing payout transparency but allowing committee judgment based on company and operational performance .
- Option strike set at a premium (~$11 above grant-date close) to emphasize upside alignment; options were 12% in-the-money at year-end, creating future exercise/selling incentives post-vesting .
Multi-Year Compensation Summary
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $850,000 | $850,000 |
| Bonus ($) | $650,000 | $687,500 |
| Stock Awards (RSUs) ($) | $1,500,001 | $1,424,000 |
| Option Awards ($) | — | $1,460,000 |
| Total ($) | $3,009,901 | $4,431,850 |
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay approval: 18,930,013 For; 61,709 Against; 3,024 Abstain; indicates strong shareholder support for NEO compensation .
Compensation Committee & Governance
- FOA is a controlled company under NYSE rules; compensation committee chaired by Chairman Brian L. Libman (with Essex, Pratcher, West). Committee sets CEO pay and recommends equity plans; independence exemptions may apply under controlled company status .
Investment Implications
- Alignment: Fleming’s significant unvested RSUs and 200,000 options vesting Nov 2026 align incentives to sustain performance through 2026–2027; options were granted post-profitability and at a premium strike, emphasizing shareholder value creation .
- Selling pressure: The 2-year cliff vest for options (Nov 2026) and annual RSU vesting tranches (Apr 2025–2027) could create windows for insider selling; hedging and pledging are prohibited for personnel, mitigating certain risk behaviors .
- Retention risk: No severance or change-in-control protections disclosed for Fleming; retention is primarily equity-based via RSUs and options, suggesting higher at-risk pay and dependence on sustained performance and share price .
- Control risk: The May 2025 restatement and material weakness in financial reporting controls introduce governance risk; monitor remediation progress and audit committee oversight .
- Shareholder support: Strong say-on-pay approval reduces near-term compensation controversy; continued performance improvements (TSR, net income) support pay-for-performance narrative .