Michael Rossi
About Michael Rossi
Michael Rossi, age 81, has served on Five Point Holdings’ board since May 2016 and is the Lead Independent Director. He chairs the Nominating and Corporate Governance Committee and serves on the Compensation Committee. Rossi’s background spans senior leadership in banking (Vice Chairman of BankAmerica; Chief Credit Officer), real estate (Chairman & CEO of Shorenstein Properties), and governance consulting; he holds a B.A. from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Shorenstein Properties LLC | Chairman & CEO; Advisory Board Member | 2015–Jan 2020; current advisor | Led succession, planning, compensation, org development |
| BankAmerica Corporation | Vice Chairman; previously Chief Credit Officer | 1993–1997 | Senior risk/credit leadership |
| Aozora Bank | Chairman & CEO (took bank public) | 2005–2007 | IPO in Nov 2006 |
| GMAC/ResCap | Chairman | 8 months | Interim leadership |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| San Francisco 49ers | Senior Advisor | Current | Strategic advisory |
| State of California | Senior Advisor for Jobs & Economic Development | Former | Public sector economic development |
| California Workforce Development Board | Chairman (former) | Former | Workforce governance |
| BAFT (Bankers Assoc. for Foreign Trade) | Nominating Committee member; past president of BAFT board | Former | Industry governance |
| Pulte Homes; Del Webb Corp.; Union Pacific Resources | Director (prior public boards) | Former | Real estate/industrial board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Rossi is independent under NYSE rules; all key committees comprised solely of independent directors |
| Committee Assignments | Compensation Committee member; Nominating & Corporate Governance Committee member and Chair; Not on Audit or Conflicts Committees |
| Lead Independent Director | Serves as Lead Independent Director; responsibilities include presiding over independent director sessions and some board meetings, liaising between independent directors and management, previewing board materials, and approving meeting schedules |
| Years of Service | Director since 2016; Class I director nominated for re‑election in 2025 to a term expiring 2028 |
| Meeting Attendance | In 2024, the Board met 5 times; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Executive Sessions | Independent directors regularly meet in executive sessions without management |
| ESG Oversight | ESG topics overseen by relevant committees; Board supports ESG implementation |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Standard non‑employee director cash retainer |
| Lead Independent Director fee | 25,000 | Additional annual cash for Lead Independent Director |
| Compensation Committee member fee | 15,000 | Member (not chair) |
| Nominating & Corporate Governance Committee member fee | 10,000 | Member |
| Nominating & Corporate Governance Committee chair fee | 5,000 | Chair premium |
| Cash total | 175,000 | Sum of components; matches proxy-reported cash fees |
| Equity (restricted shares) | 80,000 | Annual grant of time‑based restricted shares vesting quarterly; directors had no unvested awards at 12/31/2024 |
| Total 2024 director pay | 255,000 | Fees earned + stock awards for Michael Rossi |
Performance Compensation
- Not applicable for director pay; non‑employee directors receive time‑based restricted shares (no PSUs/options disclosed for directors) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Pulte Homes | Public (prior) | Director (prior) | Historic role; no current interlock disclosed |
| Del Webb Corporation | Public (prior) | Director (prior) | Historic role; no current interlock disclosed |
| Union Pacific Resources | Public (prior) | Director (prior) | Historic role; no current interlock disclosed |
| Shorenstein Properties | Private | Advisory Board member | Ongoing advisory role; unrelated to FPH transactions per proxy |
- Related‑party environment at FPH: material ongoing transactions with Lennar (land banking, EB‑5 reimbursement obligations, JV distributions), while Lennar’s Executive Chairman Stuart Miller is also FPH’s Executive Chairman; Conflicts Committee (not including Rossi) oversees and approves related person transactions .
Expertise & Qualifications
- Banking and credit risk leadership (BankAmerica Vice Chairman; Chief Credit Officer) .
- Real estate operating and governance experience (Shorenstein Chairman & CEO; advisory roles) .
- Public company board experience and governance leadership (chairs Nominating & Corporate Governance; Lead Independent Director) .
- Education: B.A., University of California, Berkeley .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total % of Common |
|---|---|---|---|---|---|
| Michael Rossi | 135,704 | <1% | — | — | <1% |
- Policy prohibits director hedging and includes anti‑pledging; company maintains insider trading policy (filed with 2024 10‑K) and corporate governance guidelines .
- Directors had no unvested director grants outstanding at year‑end 2024 .
Governance Assessment
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Strengths
- Independent status; Lead Independent Director role with defined responsibilities to safeguard board independence and agenda control .
- Chairs Nominating & Corporate Governance, indicating central role in board composition, evaluation, and governance standards .
- Attendance and engagement: ≥75% meeting attendance; participation in executive sessions; all directors attended the 2024 annual meeting .
- Transparent director pay structure with modest cash retainers and equity aligned to shareholder value; no director tax gross‑ups disclosed .
- Compensation Committee uses independent consultant (Ferguson Partners); committee disclosed independence/conflict assessment and no interlocks .
-
Risks and monitoring points
- Significant related‑party transactions and strategic ties with Lennar (land sales, reimbursements, JV relationships) increase conflict risk; reliance on Conflicts Committee oversight (Rossi is not a member). Continued scrutiny of Conflicts Committee process and recusal practices is warranted .
- Advisory agreement payments to former CEO/Chairman Emeritus Emile Haddad ($3.875 million in 2024) create optics risk; ensure robust rationale and performance conditions per amended agreement .
- Ownership alignment: Rossi’s beneficial stake is <1%, typical for independent directors but limited “skin‑in‑the‑game” leverage; mitigated by equity retainer program and anti‑hedging/anti‑pledging policies .
-
Shareholder sentiment indicator
- 2024 say‑on‑pay approval ≈99%, signaling broad investor support for compensation governance; while focused on executives, it reflects confidence in Compensation Committee oversight (of which Rossi is a member) .