William Browning
About William Browning
William Browning (age 71) has served on Five Point Holdings’ (FPH) Board since 2016 and was re‑elected in May 2025 to a term ending at the 2028 annual meeting . He is an independent director and Chair of the Audit Committee, designated by the Board as an “audit committee financial expert,” with deep accounting and audit leadership experience at Ernst & Young (EY) and Arthur Andersen; he holds a B.B.A. from the University of Oklahoma and is an adjunct professor at Southern Methodist University . His sector experience spans real estate/REITs, financial services, private equity, energy, engineering and construction, and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior client service partner; Managing Partner, Los Angeles office | 1999–Jan 2012; LA Managing Partner 2008–2012 | Led EY’s second-largest Americas practice at departure; >1,200 professionals; ~$400M annual revenues; extensive sector coverage |
| Arthur Andersen & Co. | Partner; Oklahoma office Managing Partner | Partner 1987; Office MP 1994 | Led domestic banking practice and regulatory compliance; broad client coverage in OK and Los Angeles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Commercial Real Estate Corporation | Director | Current | Specialty finance company focused on commercial real estate debt |
| McCarthy Holdings | Director | Former | Not specified |
| Parsley Energy, Inc. | Director | Former | Not specified |
| Southern Methodist University | Adjunct Professor | Current | Not specified |
Board Governance
- Independence: The Board determined Browning is independent under NYSE rules .
- Committee assignments:
- Audit Committee: Chair; financially literate; designated audit committee financial expert .
- Conflicts Committee: Member (chair is Kathleen Brown) .
- Attendance and engagement:
- 2024 meetings: Board (5), Audit (5), Compensation (5), Conflicts (5), Nominating & Corporate Governance (4). Every director attended ≥75% of meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting .
- Board leadership: Lead Independent Director is Michael Rossi; responsibilities include presiding over independent sessions and serving as liaison with management .
- Shareholder voting signal: At the 2025 annual meeting, Browning received 120,453,963 votes “For” with 4,602,751 “Withheld” and 11,281,106 broker non‑votes, and was elected to 2028 .
Fixed Compensation
2024 director compensation program and Browning’s 2024 actuals:
| Component | Program Terms (Annual) | Browning 2024 Amount |
|---|---|---|
| Cash retainer | $120,000; payable quarterly; option to elect shares instead | Included in fees earned |
| Audit Committee membership | $25,000 | Included in fees earned |
| Audit Committee chair | +$5,000 | Included in fees earned |
| Conflicts Committee membership | $10,000 | Included in fees earned |
| Equity (restricted shares) | $80,000; vests quarterly | $80,000 stock awards |
| Total cash fees (Browning) | N/A | $160,000 |
| Total compensation (Browning) | N/A | $240,000 |
Notes: Directors may elect to receive some or all cash compensation in restricted shares; no unvested awards were outstanding for directors at 12/31/2024 .
Performance Compensation
| Performance-Based Director Compensation | Metrics/Structure | Status |
|---|---|---|
| None disclosed for non‑employee directors | Equity grants are time‑based restricted shares vesting quarterly; no PSU/option awards for directors disclosed | Not applicable |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Ares Commercial Real Estate Corporation | Browning serves as director | No related‑party transactions with Ares disclosed by FPH |
Expertise & Qualifications
- Audit/finance expertise: Former EY LA Managing Partner; former Arthur Andersen partner; designated audit committee financial expert at FPH .
- Industry experience: Real estate/REITs, financial services, private equity, energy, engineering/construction, technology .
- Education: B.B.A., University of Oklahoma; adjunct professor at SMU .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Unvested Awards at 12/31/2024 | Hedging/Pledging |
|---|---|---|---|---|
| William Browning | 117,905 | <1% (*) | None (directors held no unvested awards at year‑end) | Company prohibits hedging and maintains anti‑pledging policies |
(*) “Represents beneficial ownership of less than 1%.”
Governance Assessment
- Strengths: Independent status; long tenure with consistent re‑election; Audit Committee chair and financial expert designation; strong meeting participation; quarterly vesting equity aligns interests; anti‑hedging/anti‑pledging policies; robust committee structure including Conflicts Committee oversight .
- Shareholder signals: Strong support in 2025 director election and high prior say‑on‑pay approval (~99% at 2024 meeting), indicating positive investor sentiment towards governance and pay practices .
- Potential red flags/monitoring items:
- Code of Conduct provides that non‑employee directors are not obligated to limit outside interests or notify the Company of opportunities even if complementary or competitive; monitor for any future conflicts and Conflicts Committee handling thereof .
- Related‑party exposures primarily involve Lennar and joint ventures; no Browning‑specific related party transactions disclosed, but ongoing vigilance via Conflicts Committee is appropriate .
Overall, Browning’s audit leadership and independence, combined with active committee roles and attendance, support board effectiveness; limited conflict exposure is disclosed, with structure in place to address any arising issues .