Jeremy Prahm
About Jeremy Prahm
Jeremy E. Prahm (age 47) is Chief Investment Officer (CIO) of Finance of America (FOA). He joined FOA in December 2015 as Senior Managing Director across portfolio management, forward mortgage, reverse mortgage, and commercial businesses, and was appointed CIO in April 2021; he holds a B.S. in Economics from Saint Cloud University . During 2024, FOA’s cumulative TSR improved materially (value of initial fixed $100 investment rose from 28 in 2023 to 71 in 2024), while Net Income swung to +$36 million from a loss of $(218) million in 2023, indicating improved operating performance during Prahm’s senior tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Finance of America (FOA) | Senior Managing Director (portfolio mgmt., forward, reverse, commercial) | Dec 2015 – Apr 2021 | Oversaw/managed strategic direction across multiple lending/portfolio segments |
| Finance of America (FOA) | Chief Investment Officer | Apr 2021 – Present | Leads company-wide investment and portfolio management strategy |
| Green Tree Investment Management (Walter Investment subsidiary) | Portfolio Manager; Director of Quantitative Solutions | Dec 2008 – Dec 2015 | Quantitative portfolio leadership prior to FOA |
External Roles
No public company directorships or external board roles for Prahm are disclosed in FOA’s proxy statement; his disclosed biography lists FOA and prior Green Tree roles only .
Fixed Compensation
- The company states NEO base salaries were not adjusted in 2023 or 2024 (other than a 2023 increase for the President; Prahm’s remained constant) .
| Year | Base Salary ($) | Actual Annual Bonus ($) |
|---|---|---|
| 2024 | 850,000 | 687,500 |
| 2023 | 850,000 | 650,000 |
Annual incentive target and payout (2024):
| Named Executive Officer | 2024 Base Salary ($) | Target % of Base | Target Payout ($) | Awarded ($) |
|---|---|---|---|---|
| Jeremy E. Prahm (CIO) | 850,000 | 147% | 1,250,000 | 687,500 |
Notes:
- 2024 annual cash incentive awards were discretion-based, tied primarily to company and business unit performance; for Prahm, the committee considered his role overseeing and managing the strategic direction of FOA’s Portfolio Management segment .
Performance Compensation
Long-term equity incentives (2024 and 2025 awards):
RSUs (time-based):
| Grant Date | Units Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Apr 1, 2024 | 200,000 | 1,424,000 | Ratable over three years on the 1st, 2nd, and 3rd anniversaries of Apr 1, 2024, subject to continued employment |
Options:
| Grant Date | Options Granted | Exercise Price ($/sh) | Expiration | Grant Date Fair Value ($) | Vesting | Notable Pricing Context |
|---|---|---|---|---|---|---|
| Nov 7, 2024 | 200,000 | 25.00 | Nov 7, 2029 | 1,460,000 | Cliff vest on Nov 7, 2026 (2 years) | Granted when stock at $14 (11/7/24) and rose to $20.95 by 11/11/24; at FY24 end, stock exceeded strike by 12% |
Incentive Units (event-driven, Class B LLC Units):
| Grant Date | Units | Vesting Trigger | Expiration |
|---|---|---|---|
| Nov 12, 2025 | 700,000 | Vest upon consummation of a Change in Control (CoC) within 5 years; converts into Class A LLC Units equal to intrinsic value at vesting, then exchangeable 1:1 into Class A shares; continued employment required unless specific good leaver scenarios (termination without Cause, Good Reason, death, disability, or Board-approved retirement) | Expire without vesting if no CoC within 5 years |
Equity Ownership & Alignment
Security ownership and outstanding equity (as of March 19, 2025 ownership table; Dec 31, 2024 for outstanding awards):
-
Beneficial ownership: | Holder | Class A Shares | FOA Units | % of Total Voting Power | |---|---:|---:|---:| | Jeremy E. Prahm | 222,452 | 45,875 | 1.1% |
-
Outstanding equity awards at 12/31/2024: | Instrument | Status | Quantity | Value/Terms | |---|---|---:|---| | Options | Unexercisable | 200,000 | Strike $25.00; expire Nov 7, 2029; vest Nov 7, 2026 | | RSUs | Unvested | 296,931 | Market value $8,349,700 at $28.12 close on 12/31/24; lots vesting on 3rd anniv. of Apr 1, 2022; 2nd/3rd anniv. of Apr 1, 2023; 1st/2nd/3rd anniv. of Apr 1, 2024 | | Earnout Rights (2021) | Unvested | 8,640 | Market/payout value $242,957 at 12/31/24 |
Policies shaping alignment:
- Hedging and pledging: FOA prohibits personnel and related persons from engaging in derivatives/hedging on company securities and from initiating any transactions that involve pledging company securities as collateral or holding them in margin accounts after adoption of the policy .
Employment Terms
- Salary Continuation Agreement (Dec 2, 2015): If Prahm voluntarily resigns, the Company may elect to pay his regular salary and benefits (excluding bonus/incentives) for a chosen period up to 6 months, in exchange for his agreement to restrictive covenants (noncompetition, non‑solicitation, confidentiality). This applies to voluntary separation only; other NEOs lack severance arrangements .
- Change-of-control economics: As of Nov 12, 2025, Prahm received 700,000 Incentive Units that vest only upon consummation of a CoC within five years, with conversion mechanics tied to intrinsic value and immediate exchangeability into Class A stock; unvested units expire if no CoC occurs in five years .
- Option awards: No formal timing policy; November 2024 options were granted recognizing leadership and service in connection with FOA’s return to profitability, with details on timing relative to Q3 2024 results .
Performance & Track Record Indicators (Company-level context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (Cumulative TSR) | 32 | 28 | 71 |
| Net Income (Loss), $ millions | (716) | (218) | 36 |
- Proxy’s pay-versus-performance narrative notes cumulative TSR up 154% in 2024, coincident with large increases in compensation actually paid driven by equity value appreciation for both PEO and average non-PEO NEOs .
- FOA disclosed the November 2024 options were timed after the Q3 2024 earnings release and return to profitability determination, with strike set significantly above market at grant .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on NEO Compensation (May 16, 2025) | 18,930,013 | 61,709 | 3,024 | 1,560,358 |
Compensation Structure Analysis
- Mix and at-risk orientation: 2024 total reported pay includes meaningful equity (RSUs $1.424M; options $1.460M), with discretionary bonus below target (actual $687.5k vs $1.25M target), indicating emphasis on long-term equity/value creation; base salary steady at $850k .
- Shift and risk profile: Introduction of two-year cliff options in Nov 2024 at a premium strike ($25 vs $14 prior close) increases performance sensitivity; later ITM status by FY24-end underscores share price alignment risk/reward .
- Event-driven incentive: 700,000 Incentive Units granted in Nov 2025 vest only on CoC within five years, creating explicit alignment with strategic alternatives and potential sale outcomes; expire if no CoC .
- Severance/golden parachute: No standard severance for Prahm (or other NEOs) disclosed; the salary continuation agreement applies only to voluntary departures and is contingent on restrictive covenants .
Equity Ownership & Alignment Details
- Beneficial ownership: 222,452 Class A shares and 45,875 FOA Units; 1.1% of total voting power, aligning incentives with equity holders .
- Unvested backlog and selling pressure windows:
- RSUs vest ratably on April 1 anniversaries in 2025–2027 (time-based), a typical window for incremental supply as tranches settle .
- Options vest on Nov 7, 2026 (single cliff), creating a concentrated potential liquidity event thereafter; expire 2029 .
- Incentive Units only vest upon CoC within 5 years (granted Nov 12, 2025), tying significant value to strategic transactions rather than time .
- Pledging/hedging prohibited, reducing misalignment and forced-selling risks tied to margin loans .
Employment Terms
| Agreement/Policy | Terms |
|---|---|
| Salary Continuation Agreement (Dec 2, 2015) | Company may pay base salary and benefits (excl. bonus) up to 6 months if Prahm voluntarily resigns, in exchange for noncompete, non-solicit, confidentiality covenants; not applicable to other separation types; other NEOs have no severance arrangements . |
| CoC Incentive Units (Nov 12, 2025) | 700,000 units vest only upon consummation of a CoC within five years; convert into Class A LLC Units equal to intrinsic value (FMV over grant price) then exchangeable 1:1 into Class A shares; continue-employment requirement with specified good leaver exceptions; expire if no CoC in five years . |
| Securities Trading Policy | Prohibits hedging and, post-adoption, any pledging or margin arrangements in company securities . |
Investment Implications
- Alignment and leverage to equity: High equity exposure via unvested RSUs, premium-strike options, and CoC-linked Incentive Units aligns Prahm’s incentives with sustainable share price appreciation and transactional value; hedging/pledging prohibitions further support alignment .
- Retention risk vs. event optionality: Absence of traditional severance suggests retention relies primarily on unvested equity value and upcoming option/RSU vesting; the sizable CoC Incentive Unit grant increases alignment with strategic alternatives but could amplify event-driven focus .
- Near-term supply windows: RSU tranches on April 1 anniversaries through 2027 and option vesting on Nov 7, 2026 identify potential periods of insider selling pressure; however, policy limits hedging/pledging-related forced sales .
- Performance linkage: 2024 pay outcomes reflect discretionary cash below target alongside substantial equity awards post return to profitability, indicating the compensation committee’s emphasis on equity-based incentives tied to multi-year value creation rather than rigid annual formulas .