Marco Fregenal

About Marco Fregenal

Marco Fregenal, 61, is Fathom Holdings’ President and Chief Executive Officer (since November 2023), has served on the Board since 2019, and resumed principal financial officer/accounting officer responsibilities in February 2025; he previously served as CFO from 2012-November 2024 and COO+CFO from 2012-2017. He holds a B.S. in economics (Rutgers) and a Masters in Econometrics and Operations Research (Monmouth) . Company performance under his senior leadership shows revenues rising to a 2022 peak then declining in 2023–2024, with EBITDA remaining negative across 2020–2024 (see table below; S&P Global data) . Agent licenses grew ~21% in 2024 to ~14,300, despite housing headwinds .

Past Roles

External Roles

No public company directorships or committee roles for Mr. Fregenal are disclosed in the company’s proxy materials or 10-K .

Fixed Compensation

• Base salary: $400,000 for 2024; $500,000 2023 stated base (he voluntarily reduced portions and took equity in lieu during 2023) .
• All other compensation: $14,596 in 2024 (medical premiums); $14,464 in 2023 (medical premiums and vehicle) .

Multi-year compensation (named executive officer summary):

Notes:

• In both 2023 and 2024, he elected to receive the value of his cash bonus in equity, not cash .

Performance Compensation

• Annual bonus plan: Discretionary, based on Compensation Committee/Board assessment of individual performance and company financial condition (executives can elect equity in lieu of cash) .
• Equity plan: Awards under the 2019 Omnibus Plan, with time- and performance-based awards permitted; performance criteria may include revenue, EBITDA, margins, TSR, ROA/ROE, cash flow, expense targets, debt reduction, capital targets, and event-driven milestones .

Key 2024–2025 awards and schedules:

Plan-level provisions (selected):

• Corporate transactions: Unvested awards may be vested/assumed/cashed-out at the plan administrator’s discretion; acceleration may be conditioned on post-transaction termination within a specified period .
• Clawback: Dodd-Frank aligned policy mandates recoupment of excess incentive compensation over three completed fiscal years preceding any required restatement; applies to current/former executive officers; “no-fault” basis .

Equity Ownership & Alignment

Beneficial ownership and components (as of July 1, 2025):

• Shares beneficially owned: 1,471,500 (5.2% of outstanding) .
• Included: 54,499 restricted shares vesting Sept 1, 2025 .
• Excluded (disclaimed): 200,000 shares held in a trust for children (spouse trustee) and 5,056 spouse shares (with 1,350 restricted vesting Mar 30, 2026) .
• Shares outstanding: 28,149,753 .

Unvested/vesting pipeline (as of Dec 31, 2024 and subsequent disclosures):

Hedging/pledging:

• Insider Trading Policy strongly discourages hedging transactions and pledging/margin accounts for employees and directors .
• No pledges by Mr. Fregenal are disclosed in beneficial ownership footnotes .

Stock ownership guidelines:

• No executive stock ownership guideline disclosures were found in the proxy/10-K .

Section 16 compliance:

• Company notes a late Form 4 for Mr. Fregenal (filed April 25, 2025) reporting the Nov 15, 2024 grants (200,000 RSUs and 50,000 performance shares) .

Employment Terms

• Employment agreement: The 2024 proxy states the company had not entered into employment agreements with any NEOs; the 2025 proxy’s employment agreement discussion pertains to the former CFO (Joanne Zach) and does not include Mr. Fregenal .
• Severance/Change-in-control: No executive-specific severance terms for Mr. Fregenal are disclosed; plan-level COI provisions allow award treatment/acceleration at administrator discretion in a corporate transaction .
• Clawback: Companywide incentive compensation clawback policy (Dodd-Frank compliant) applies to executive officers .

Board Governance

• Board service: Director since 2019; currently also President, CEO, and (for SEC purposes) principal financial/accounting officer since Feb 2025 .
• Board leadership: Independent Chair (Scott Flanders) since November 2023, providing separation from the CEO role .
• Committee independence and composition (as of July 1, 2025): Audit (Hood—Chair; Rothstein; Venable); Compensation (Gupta—Chair; Flanders; Murray; post-meeting expected: Flanders—Chair; Murray; Rothstein); Nominating & Governance (Venable—Chair; Gupta; Murray; Rothstein; post-meeting expected: Venable—Chair; Murray; Rothstein) . Mr. Fregenal does not serve on committees .
• Director independence: Board determined Messrs. Flanders, Hood, Murray and Mses. Gupta, Venable are independent under Nasdaq rules .
• Meetings/attendance: 2024—Board (7 meetings); Audit (5); Compensation (4); Nominating & Governance (5). All directors attended ≥75% of their meetings .
• Director compensation: Non-employee directors receive $50k cash retainer, $100k annual equity (time-vested); Chair receives an additional $85k cash; committee chairs/members receive additional cash retainers. Mr. Fregenal received no additional compensation for director service in 2024 .

Dual-role implications:

• Mr. Fregenal concurrently serves as CEO and principal financial officer (since Feb 2025) and as a director, concentrating executive roles; mitigants include an independent Chair and fully independent key committees .

Performance & Track Record

Company financial trend (fiscal years):

*Values retrieved from S&P Global.

Context and operating milestones:

• Revenue peaked in FY 2022 and declined in FY 2023–2024 amid housing market headwinds; EBITDA remained negative across 2020–2024 [table above].
• Licensed agent base grew from ~11,795 (Dec 31, 2023) to ~14,300 (Dec 31, 2024), up ~21% .
• 2019 Omnibus Plan share reserve increased multiple times, most recently by 1.3 million shares in 2025 (to 8,669,778), signed by CEO Fregenal; as of July 1, 2025, 173,690 shares remained available pre-increase .

Compensation Structure Analysis

• Cash vs. equity mix: Mr. Fregenal elected equity in lieu of cash bonuses in 2023 and 2024; 2023 base salary was also partially taken in equity following voluntary reductions, increasing at-risk/equity-linked pay .
• Shift to RSUs/PSUs: Grants in 2024 included 200,000 RSUs (time-based) and 50,000 performance shares (terms not disclosed), leaning toward time-based RSUs but with a performance element .
• Plan governance: Robust clawback policy and strongly discouraged hedging/pledging support pay governance .
• Dilution considerations: Repeated plan share reserve increases (2021–2025) and a low remaining reserve prior to the 2025 increase signal continued reliance on equity for compensation/retention .

Vesting Schedules and Insider Selling Pressure

Upcoming company-known vest dates and sizes may create periodic supply:

• 54,499 shares vest Sept 1, 2025 .
• 200,000 RSUs vest 1/3 on each of Aug 19, 2025/2026/2027 (~66,667 shares per tranche) .
• 50,000 performance shares granted Nov 15, 2024 (vesting/performance conditions not disclosed) .

Related Party Transactions

No related-party transactions involving Mr. Fregenal are disclosed; broader related-party items (e.g., with founder/former CEO and board financings) are noted at the company level in the proxy .

Equity Compensation Plan and Clawback

• 2019 Omnibus Plan permits options, RSUs, SARs, performance awards; administrator discretion on transaction treatment; awards generally non-transferable .
• Incentive Compensation Clawback Policy (effective per Board): recoupment over three completed fiscal years preceding restatement; applies to executive officers; “no fault” standard .

Employment & Retention Risk

• No executive-specific employment agreement or severance for Mr. Fregenal disclosed; plan-level COI treatment applies .
• CFO transition: The CFO was terminated without cause in Feb 2025; Mr. Fregenal reassumed principal financial/accounting officer roles, increasing key-person concentration risk .

Investment Implications

• Alignment: High equity exposure (5.2% beneficial ownership) and election to take equity in lieu of cash bonuses suggest alignment with long-term shareholders .
• Near-term supply risk: Meaningful scheduled vesting in Aug/Sept 2025 (and annually through 2027) could add selling pressure absent Rule 10b5-1 plans/retention posture disclosures .
• Governance: Independent Chair and fully independent audit/compensation committees offset risks from CEO also serving as principal financial officer; however, role concentration persists until a separate permanent CFO is appointed .
• Pay-for-performance: Bonuses are discretionary; presence of time-based RSUs and undisclosed PSU terms reduces visibility to explicit metric weightings/targets; company-level clawback and hedging/pledging discouragement strengthen controls .
• Fundamentals: Revenues have retrenched from 2022 peak and EBITDA remains negative; agent count growth is a positive offset if conversion into profitable growth materializes (monitor quarterly results and cash metrics) [table above] .

Appendix: Beneficial Ownership (as of July 1, 2025)

Appendix: Board/Committee Roster (as of July 1, 2025)

• Audit: Hood (Chair), Rothstein, Venable .
• Compensation: Gupta (Chair), Flanders, Murray (expected post-AGM: Flanders—Chair; Murray; Rothstein) .
• Nominating & Governance: Venable (Chair), Gupta, Murray, Rothstein (expected post-AGM: Venable—Chair; Murray; Rothstein) .

Company Financials (context)

*Values retrieved from S&P Global.