Michael Winer
About Michael Winer
Independent director of Five Point Holdings (FPH) since 2009; Age 69 (Class II director, term expires 2026). Senior real estate investor and former portfolio manager at Third Avenue Management (managed the Third Avenue Real Estate Value Fund since 1998 and the Real Estate Opportunities Fund, L.P. since 2006; retired 2018). Education: B.S. in Accounting, San Diego State University; California CPA (inactive). Core credentials: multi-decade real estate investing, distressed real-estate asset workouts, and public company board governance in California land development.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Avenue Management LLC | Senior investment team; Portfolio Manager – Real Estate Value Fund; Portfolio Manager – Real Estate Opportunities Fund, L.P. | 1994–2018; funds since 1998 and 2006 | Led real estate value strategies; long-term performance orientation in public real estate securities |
| Cantor Fitzgerald, L.P. | Vice President, Asset Sales Group | Pre-1994 | Evaluated/underwrote portfolios of distressed real estate loans |
| Society for Savings (CT) | First Vice President | Pre-1994 | Asset management/workouts on distressed portfolios |
| Pioneer Mortgage | Director of Asset Management | Pre-1994 | Workout, collection, liquidation of distressed real estate loans/assets |
| Winer-Greenwald Development, Inc. | Co-Founder & Chief Financial Officer | Early career | Development/construction/ownership/management of commercial properties |
| Pacific Scene, Inc.; The Hahn Company | Executive roles | Early career | California-based real estate development operations |
| Deloitte & Touche LLP (Touche Ross & Co.) | Public Accounting – Real estate developer clients | Earliest career | Accounting foundation; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tejon Ranch Company (NYSE:TRC) | Director | Since 2001 | Chair, Nominating & Corporate Governance; Member, Executive Committee and Audit Committee; previously Compensation and Real Estate committees |
| Future Citizens Foundation (First Tee of Monterey County) | Board of Trustees, Vice Chairperson | Current | Youth development mission governance |
Board Governance
- Independence: Board determined Winer is “independent” under NYSE rules; all key committees (Audit, Compensation, Conflicts, Nominating & Corporate Governance) are composed solely of independent directors.
- Committee assignments (2025): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member; Lead Independent Director is Michael Rossi.
- Meeting cadence/attendance: In 2024, Board (5), Audit (5), Compensation (5), Conflicts (5), Nominating (4); each Board member attended ≥75% of Board and committee meetings and all directors attended the 2024 annual meeting.
- Governance practices: Clawback policy for erroneously awarded compensation; anti-hedging and anti-pledging policies; annual Board and committee self-evaluations; executive sessions of independent directors.
- Compensation Committee process: Uses independent consultant (Ferguson Partners Consulting); annual independence/conflict assessment with no conflicts identified; peer group benchmarking used for executive and non-employee director compensation.
Committee assignments and roles
| Committee | Role | Notes |
|---|---|---|
| Compensation | Chair | Oversees executive and director pay; administers clawback; authored Committee report |
| Audit | Member | Financially literate; committee chaired by William Browning (audit committee financial expert) |
| Nominating & Corporate Governance | Member | Committee chaired by Michael Rossi |
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned (Cash) | $175,000 | Includes $120,000 annual cash retainer; committee membership fees (Audit $25k, Compensation $15k + $5k chair, Nominating $10k); paid quarterly in arrears |
| 2024 | Stock Awards (Restricted Shares) | $80,000 | Time-based restricted shares vesting in four quarterly installments during 2024; directors could elect cash-to-stock; Winer received standard equity grant; no unvested awards at 12/31/2024 |
| 2024 | Total | $255,000 | Cash + equity |
Director program structure (2024):
- Annual cash retainer $120,000; annual restricted shares $80,000; committee fees: Audit $25,000 + $5,000 chair; Compensation $15,000 + $5,000 chair; Nominating $10,000 + $5,000 chair; Conflicts $10,000 + $5,000 chair; additional $25,000 for Lead Independent Director.
Performance Compensation (Committee oversight)
FPH links executive annual incentives to corporate and individual goals; as Compensation Chair, Winer oversaw the 2024 metric framework and outcomes.
| 2024 Metric | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|
| Adjusted Cash Flow ($mm) | $50.0 | $83.1 | $130.0 | $250.0; performance “Max” |
| Modified SG&A Expense ($mm) | $64.1 | $61.6 | $59.1 | $58.0; performance “Max” |
| Extend Revolving Credit Facility | — | — | — | Achieved; performance “Target” |
| San Francisco approvals | — | — | — | Achieved; performance “Max” |
| Valencia approvals | — | — | — | Partial; performance “Threshold” |
| Extend Great Park Venture Development Mgmt Agreement | — | — | — | Achieved; performance “Max” |
Additional design details:
- Annual incentive weighting: 70% corporate metrics, 30% individual goals for NEOs.
- Long-term incentives (NEOs): PSUs split between share-price hurdles (3-year measurement; thresholds $4.10, $7.10; vest 33%/100% with linear interpolation) and strategic milestones (finance partners; 2028 notes; approvals), plus 3-year RSUs.
Say-on-Pay (signal of investor confidence):
- 2024: ~99% approval of executive compensation.
- 2023: ~99% approval of executive compensation.
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| Tejon Ranch Co. (NYSE:TRC) | Public company board | Tejon Ranch is included in FPH’s executive compensation benchmarking peer group; Winer serves on TRC’s board and chairs its Nominating & Governance committee, creating a potential benchmarking interlock (mitigated by use of independent consultant and committee independence). |
Peer group composition (used for benchmarking executive and director pay) includes multiple homebuilders and real estate firms, including Tejon Ranch.
Expertise & Qualifications
- Deep real estate investment, asset management/workouts, and California entitlement/land development experience; financially literate (Audit committee eligibility).
- Governance leadership: Chairs FPH Compensation Committee; serves on Nominating & Governance (FPH and TRC).
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Mar 31, 2025 | 172,883 | <1% | Based on 69,858,638 Class A and 79,233,544 Class B outstanding; less than 1% indicator per proxy |
| Mar 31, 2024 | 158,014 | <1% | Based on 69,358,504 Class A and 79,233,544 Class B outstanding; less than 1% indicator per proxy |
Alignment policies:
- Anti-hedging and anti-pledging for directors and officers.
- Non-employee director outside opportunities are not restricted by the Code of Conduct (note: potential competition opportunity risk).
Governance Assessment
-
Strengths
- Independent director with relevant financial and real estate expertise; serves on key committees and chairs Compensation; committee structure composed solely of independent directors.
- Robust governance policies: clawback, anti-hedging/pledging, annual evaluations, executive sessions; strong say-on-pay support (~99% in 2023 and 2024).
- Active oversight of performance-linked pay: clear corporate metrics with above-target outcomes in 2024 (Adjusted Cash Flow and SG&A discipline).
-
Potential Risks / RED FLAGS
- Related-party exposure at company level with Lennar (major shareholder, multiple transactions and agreements); while Winer is not on the Conflicts Committee, continued vigilance is warranted.
- Director Code permits non-employee directors to pursue opportunities even if complementary or competitive, which requires strong Conflicts Committee oversight.
- Benchmarking interlock: Tejon Ranch included in compensation peer group while Winer serves on TRC’s board; independence mitigations via consultant and committee process should be maintained/documented.
-
Overall signal
- Winer’s tenure, committee leadership, and independent status support board effectiveness; compensation oversight appears aligned to performance, and investor support via say-on-pay is strong—positive for investor confidence, with conflict controls needing continued enforcement.