Norma Corio

About Norma C. Corio

Norma C. Corio, 64, has served as an independent director of Finance of America Companies Inc. (FOA) since April 1, 2021. She is a seasoned financial executive and board leader: Senior Managing Director at One Equity Partners (2018–Aug 2022), CFO of American Express Global Business Travel (2014–2017), Co‑President of Miller Buckfire (2013–2014), and 30+ years at JPMorgan Chase including Treasurer (2008–2010) and Head of Restructuring (1995–2008). She holds an MBA in Banking & Finance (Pace University) and a BA in Economics (LeMoyne College). FOA’s board has affirmatively determined she is independent under NYSE listing standards.

Past Roles

External Roles

Board Governance

• Independence: FOA board has affirmatively determined Ms. Corio is independent under NYSE standards.
• Committee assignments (FY 2024 composition, current as of March 27, 2025): Audit (Chair), Compensation (not a member), Nominating & Corporate Governance (not a member).
• Audit expertise: Designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K.
• Meetings and attendance:
  • “Controlled company” under NYSE standards; nonetheless majority independent directors currently.
  • FY 2024 meetings: Board (10), Audit (7), Compensation (3), Nominating & Corporate Governance (2); all directors attended ≥75% of meetings during their service periods.
• 2025 election results signal strong investor confidence:
  • Votes for Corio: 18,989,628; withhold: 5,118; broker non‑votes: 1,560,358 (May 16, 2025 Annual Meeting).

Fixed Compensation

FOA’s non‑employee, non‑Blackstone‑affiliated director program targets ~$200,000 per year: quarterly cash retainer of $25,000 plus ~$100,000 in equity; 2024 equity grant value adjusted due to share price context.

Performance Compensation

Other Directorships & Interlocks

No disclosed interlocks with FOA’s principal counterparties; FOA related‑party transactions primarily involve Blackstone‑affiliated entities and founder Brian L. Libman, overseen under the Related Person Transactions policy and Audit Committee review.

Expertise & Qualifications

• Financial expertise: Audit committee financial expert; deep treasury, restructuring, and risk management experience.
• Education: MBA (Pace University), BA (LeMoyne College).
• Industry: Specialty finance, investment banking, private equity, corporate finance; multi‑committee governance experience across public and private boards.

Equity Ownership

Note: 10:1 reverse stock split effective July 25, 2024 impacts share counts across years.

Fixed vs Performance Mix and Year‑over‑Year Signals

• Cash vs equity mix: 2023 total ~$200k (cash $100k + equity $100k) vs. 2024 total ~$165.2k (cash $100k + equity $65.2k) driven by share price adjustment language in program; equity awards are service‑based RSUs, not options or PSUs.
• No director performance metrics disclosed; grants vest on service/time basis; no options or performance share units disclosed for directors.
• Ownership alignment: Additional RSUs outstanding into annual meeting; hedging and pledging prohibitions strengthen alignment.

Governance Assessment

• Audit leadership and financial oversight: Corio chairs FOA’s Audit Committee and is designated an audit committee financial expert, a strong signal for financial reporting oversight quality.
• Independence and attendance: Affirmed independent; FY 2024 board/committee meeting cadence robust (Board 10, Audit 7), with directors ≥75% attendance, supporting engagement.
• Shareholder support: Re‑elected in 2025 with 18,989,628 votes for and only 5,118 withheld; say‑on‑pay also passed with 18,930,013 votes for, indicating broad shareholder support for board oversight of compensation.
• Compensation structure: Director pay is modest and primarily fixed plus service‑based equity; absence of performance pay reduces pay‑for‑performance signaling but aligns with common director practices.
• Conflicts and related‑party exposure: FOA operates under a controlled‑company structure with significant related‑party arrangements (e.g., Stockholders Agreement, Tax Receivable Agreements, notes and working capital facilities with principal stockholders). As Audit Chair, Corio oversees RPT policy and approvals; no Corio‑specific related‑party transactions are disclosed.
• Risk indicators:
  • Controlled company governance exceptions (potentially fewer independent oversight requirements) — mitigated by current majority independent board but still a structural risk.
  • TRA obligations and complex capital structure introduce liquidity/transaction timing risks that Audit Committee must monitor.
  • Hedging/pledging prohibited by policy reduces alignment risks; no pledging by Corio disclosed.

Appendices

2025 Annual Meeting Voting – Director Election (Signal)

FOA Director Compensation Program Description

• Program: ~$200,000 per eligible non‑employee director annually (cash $25,000 per quarter; equity ~$100,000), with 2024 equity grant value adjusted due to stock price below $10 post reverse split; RSUs vest at or before the next annual meeting.