Jonathan Foster
About Jonathan Foster
Jonathan Foster (age 64) has served on Five Point Holdings’ Board since May 2016 and is a Class III director with a term expiring at the 2027 annual meeting. He is independent under NYSE rules and serves on the Conflicts Committee and the Nominating & Corporate Governance Committee. Foster holds a B.S. in Accounting from Emory University, an M.S. in Accounting & Finance from the London School of Economics, and has attended executive education at Harvard Business School and UC Berkeley School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current Capital Partners LLC | Founder & Managing Director | Since 2008 | M&A advisory, corporate management services, private equity investing |
| Wachovia Securities | Managing Director & Co-Head, Diversified Industrials & Services | 2007–2008 | Coverage/leadership role |
| Revolution LLC | EVP – Finance & Business Development | 2005–2007 | Corporate development/finance |
| The Cypress Group | Managing Director | 2002–2004 | Private equity investing |
| Bear Stearns & Co. | Senior MD & Head of Industrial Products & Services M&A | 2001–2002 | M&A leadership |
| Toysrus.com, Inc. | EVP, COO & CFO | 1999–2000 | Operating/finance leadership |
| Lazard | M&A (Managing Director) | ~10+ years prior to 1999 | M&A execution/leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Lear Corporation | Director | Current | Public company board |
| Masonite International Corporation | Director | Current | Public company board |
| Berry Global | Director | Current | Public company board |
| Sabine Oil & Gas | Director | Prior | Public company board |
| Smurfit-Stone Container Corporation | Director | Prior | Public company board |
| Chemtura Corporation | Director | Prior | Public company board |
Board Governance
- Independence: The Board determined Foster is independent under NYSE rules; all key committees (Audit, Compensation, Nominating & Corporate Governance, Conflicts) are comprised solely of independent directors .
- Committee assignments: Foster is a member of the Conflicts Committee and the Nominating & Corporate Governance Committee; he is not listed as a chair (Conflicts Committee chair: Kathleen Brown; Nominating & Corporate Governance Committee chair: Michael Rossi) .
- Attendance and engagement: In 2024, the Board met 5 times; Audit 5, Compensation 5, Conflicts 5, Nominating & Corporate Governance 4. Each director attended ≥75% of aggregate Board and committee meetings served; all directors attended the 2024 annual meeting .
- Board leadership: The Executive Chairman is Stuart Miller. Lead Independent Director is Michael Rossi, with responsibilities including presiding over independent director meetings and serving as liaison to management .
- Executive sessions: Independent directors meet regularly in executive sessions without management .
Fixed Compensation
| Component | Amount (USD) | Detail | Foster 2024 Actual |
|---|---|---|---|
| Annual cash retainer | $120,000 | Payable quarterly; directors may elect restricted shares in lieu of cash | Included in total cash |
| Committee membership fees | $10,000 per committee | Nominating & Corporate Governance ($10k); Conflicts ($10k) | $20,000 (two committees) |
| Committee chair fee | +$5,000 per committee | Applies to committee chairs | $0 (not a chair) |
| Lead Independent Director premium | $25,000 | Applies to Lead Independent Director | $0 (Rossi holds role) |
| Equity retainer | $80,000 | Annual restricted shares vesting quarterly | $80,000 |
| Total director compensation (2024) | — | — | $220,000 (cash $140,000; stock awards $80,000) |
| Unvested director awards at 12/31/2024 | — | — | None (no unvested awards for directors at year-end) |
Performance Compensation
Directors do not receive performance-based equity (no PSUs/options) or cash incentives; compensation consists of fixed cash and time-based restricted shares.
| Equity Grant Details (2024) | Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity grant | $80,000 | Restricted shares | Vest in four quarterly installments | Time-based only; no options/PSUs for directors |
Other Directorships & Interlocks
| Company | Relationship to FPH | Foster Role | Potential Interlock/Conflict |
|---|---|---|---|
| Lear, Masonite, Berry Global | No FPH-related transactions disclosed | Director | No related-party transactions involving Foster disclosed in proxy |
| Lennar-related items | Significant FPH related-party transactions exist with Lennar; oversight via Conflicts Committee | Foster sits on Conflicts Committee | Conflicts Committee reviews and approves related person transactions; Foster is not identified as party to any such transaction |
Expertise & Qualifications
- Capital markets and M&A expertise spanning Lazard, Bear Stearns, Cypress Group, Wachovia Securities; operating leadership roles at Toysrus.com and Revolution LLC .
- Academic credentials: Emory University (Accounting); London School of Economics (Accounting & Finance); executive education at Harvard Business School and UC Berkeley School of Law .
- Selected to the Board for extensive equity investing and officer/director experience across public and private companies .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of All Common Shares | Notes |
|---|---|---|---|---|---|
| Jonathan Foster | 135,679 | <1% | — | <1% | As of 3/31/2025; total A shares outstanding: 69,858,638 |
- Hedging/pledging: Company prohibits hedging and maintains anti-hedging and anti-pledging policies for directors and officers .
- Insider trading policy: Applicable to directors; filed as Exhibit 19.1 to 2024 Form 10-K .
- Stock ownership guidelines for directors: Not disclosed in the proxy (no numerical guideline mentioned).
Governance Assessment
- Board effectiveness: Foster’s dual service on Conflicts and Nominating & Governance committees positions him at the core of conflict oversight and board composition, supporting independent governance and related-party scrutiny (chairs are Brown for Conflicts, Rossi for Nominating) .
- Independence and attendance: Confirmed independent; met ≥75% attendance threshold across Board and committees; full director attendance at 2024 annual meeting—positive engagement signal .
- Compensation alignment: Director pay is modest, transparent, and primarily fixed cash plus time-based equity; absence of options/PSUs and quarterly vesting reduces risk incentives and supports independence .
- Ownership and trading controls: While personal ownership is <1%, strict anti-hedging/anti-pledging policies enhance alignment and mitigate misalignment risks .
- Shareholder support signals: 2025 director elections and say‑on‑pay passed decisively; for example, Foster was not up in 2025, but Class I nominees received strong “For” votes and say-on-pay was approved (124,593,574 For; 441,132 Against; 22,008 Abstentions), indicating broad investor confidence in governance and pay frameworks .
RED FLAGS: None disclosed specific to Foster. No related-party transactions involving Foster; robust Conflicts Committee process in place to manage Company’s significant Lennar-related dealings .