Gioia Messinger
About Gioia Messinger
Independent director of Guild Holdings Company since July 2022; age 63 as of March 28, 2025. Background in technology leadership and cybersecurity with prior founder-CEO roles; education includes MBA (UC Irvine) and BS/MA in Electrical & Computer Engineering (UC San Diego). NACD Certified Director with a certification in Cyber Risk Governance, indicating strong technical and risk oversight credentials for a mortgage originator with material IT and data-security exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LinkedObjects, Inc. | Founder & Principal | 2012–present | Strategic advisory focused on digital transformation; relevant to GHLD’s tech and cybersecurity oversight . |
| Avaak, Inc. (now Arlo Technologies) | Founder & CEO | 2004–2012 | Built leading home security systems company; operational scale-up and product/IoT expertise . |
| SUMMIT Design Technologies, Inc. | Founder & President | 1989–2004 | Engineering services; deep technical operations background . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| One Stop Systems (OSS) | Director | Public (NASDAQ:OSS) | High‑performance computing for AI; potential technology network benefits . |
| Hunter Industries, Inc. | Director | Private | Irrigation and outdoor lighting manufacturer . |
| Indyme Solutions, LLC | Director | Private | AI solutions for large retailers . |
| CARI Health, Inc. | Director | Private | Personalized healthcare solutions . |
| UC San Diego Jacobs School of Engineering | Dean’s Council of Advisors | Academic | Governance/industry liaison . |
| Latino Corporate Directors Association | Member | Non-profit network | Diversity and governance network . |
Board Governance
- Independence: The Board affirmatively determined Messinger is independent under NYSE standards .
- Committee assignments (2024): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance; no committee chair roles .
- Audit oversight: Audit Committee responsibilities include financial reporting, internal controls, and explicit oversight of privacy, cybersecurity, and technology risk; Messinger is listed in the Audit Committee report .
- Compensation oversight: Compensation Committee (quarterly cadence) oversees pay-for-performance for executives, director pay, succession planning; Messinger serves alongside independent directors (chair: Mike Meyer) .
- Attendance: Board met four times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors met four times; independent director executive sessions presided by Junior Bryant (Nominating Chair); Board Chair Patrick Duffy presided non-management sessions .
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Base Board retainer (cash) | $50,000 | Standard for non-employee directors. |
| 2024 | Audit Committee member fee | $10,000 | Chair gets $25,000; member fee $10,000. |
| 2024 | Compensation Committee member fee | $7,500 | Chair gets $15,000; member fee $7,500. |
| 2024 | Total cash fees earned | $67,500 | Sum of components. |
| 2024 | All other compensation (DEUs from special dividend) | $3,898 | Value of dividend-equivalent units credited on outstanding RSUs. |
| 2024 | Total director compensation | $181,400 | Includes $110,002 RSU grant (see Performance Compensation). |
| 2023 | Total cash fees earned | $67,500 | Same component structure as 2024. |
| 2023 | All other compensation (DEUs from 9/7/2023 special dividend) | $5,209 | Dividend-equivalent units credited. |
| 2023 | Total director compensation | $172,712 | Includes $100,003 RSU grant (see Performance Compensation). |
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares Granted | Grant-Date Fair Value | Vesting | Change-in-Control |
|---|---|---|---|---|---|---|
| 2024 | May 8, 2024 | RSUs | 7,796 | $110,002 | Vest on date of 2025 Annual Meeting, subject to continued service . | RSUs accelerate and vest upon a change in control . |
| 2023 | May 3, 2023 | RSUs | 10,417 | $100,003 | Vest on date of 2024 Annual Meeting, subject to continued service . | RSUs accelerate and vest upon a change in control . |
- Dividend treatment: Outstanding RSUs accrue DEUs equal to the cash dividend amount divided by share FMV; special dividends on 9/7/2023 and 6/6/2024 generated DEUs, reflected in “All other compensation” .
- Note: Director equity is time-based (no performance metrics); GHLD does not grant stock options to directors; awards are under the 2020 Omnibus Incentive Plan .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. The Compensation Committee (Meyer—Chair; Bryant; Messinger) comprised independent, non-employee directors; no insider participation or interlocking relationships disclosed .
- Related-party transactions: None involving directors were disclosed for 2024–2025; Audit Committee reviews/approves any related-party transactions under policy .
Expertise & Qualifications
- Technical and cybersecurity expertise; NACD Certified Director; Cyber Risk Governance certification .
- Industry relationships across AI/HPC, retail analytics, and IoT security; relevant to Audit Committee’s technology and cybersecurity risk oversight .
- Advanced engineering degrees and MBA; enhances board’s depth on digital transformation and operational governance .
Equity Ownership
| As of Record Date | Class A Shares Beneficially Owned | % of Class | RSUs vesting within 60 days included | RSUs Outstanding (incl. DEUs) | Notes |
|---|---|---|---|---|---|
| March 28, 2025 | 27,625 | <1% | 8,042 | 8,042 as of 12/31/2024 | Address: c/o GHLD HQ; sole voting/investment power unless indicated . |
| March 18, 2024 | 18,994 | <1% | 10,880 | 10,880 as of 12/31/2023 | Beneficial ownership includes RSUs vesting within 60 days . |
- Hedging/pledging: Prohibited—directors may not engage in hedging, short sales, derivatives, margin accounts, or pledging GHLD securities; trading windows and preclearance apply .
- Ownership guidelines: Non-executive directors required to hold shares equal to 5x annual cash retainer; compliance assessed each April 1, with enforcement actions possible if non-compliant (e.g., sale restrictions) .
Governance Assessment
- Strengths:
- Independent director with strong technical/cyber credentials placed on Audit and Compensation Committees—aligned with oversight mandates including cybersecurity risk management .
- Consistent attendance (≥75%) and participation; structured executive sessions and annual self-assessments support board effectiveness .
- Director pay mix favors equity alignment (annual RSUs; DEUs), with explicit stock ownership guidelines and strict anti-hedging/pledging policy, promoting shareholder alignment .
- No related-party transactions or compensation committee interlocks disclosed; independent external comp consultant engaged with conflict-of-interest review .
- Watch items:
- Multiple external board roles (OSS and several private companies) may increase time commitments; continued monitoring of attendance and committee workload advisable .
- Annual increases in director equity grant value ($100k→$110k; Chair $150k→$160k) warrant benchmarking against performance and shareholder sentiment, though changes appear modest and market-aligned .
- Results of say‑on‑pay and any shareholder proposals for 2025 will be disclosed post‑meeting via Form 8‑K; monitor for investor feedback trends .
No red flags identified specific to Messinger (no related-party exposure; no hedging/pledging; no delinquent Section 16 filings reported for directors) .