Walter C. Keenan
About Walter C. Keenan
Walter C. Keenan (age 57) has served as an independent director of Lument Finance Trust, Inc. since 2015; he is chair of the Compensation Committee and a member of the Audit and Nominating & Corporate Governance Committees, with over 35 years of financial services experience as an advisor, investor, and executive manager . He has a B.A. with Honors from Southern Methodist University and has been a private investor since March 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advantage Insurance Inc. | Chief Executive Officer | Jul 2013 – Mar 2022 | Led specialty insurance group serving HNW individuals/business owners |
| Republic Companies, Inc. | Independent Director; Audit Committee Chair | Not specified | Audit leadership at a regional P&C insurer |
| Medicus Insurance Holdings, Inc. | Chairman | Jul 2006 – Oct 2011 | Led board until sale to NORCAL Mutual |
| JMP Capital (JMP Group LLC) | President (principal investments group) | 2007 – 2011 | Principal investing leadership |
| The Cypress Group | Principal | 2005 – 2007 | Private equity investing |
| Morgan Stanley | Investment Banking | 1989 – 2003 | Banking roles; foundational finance experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Private Investor | Individual investor | Since Mar 2022 |
No current public company directorships were disclosed; past board roles are noted above .
Board Governance
- Independence: Board determined Mr. Keenan to be independent under NYSE Section 303A; he had no direct/indirect material relationship with the Company or subsidiaries .
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Attendance: In FY2024 the Board met 4 times; no director attended fewer than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session; the Lead Independent Director (Houlihan) chairs those sessions .
- Committee activity (FY2024): Audit met 5 times ; Compensation met 2 times ; Nominating & Corporate Governance met 2 times .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (Independent Director) | $100,000 | Paid in arrears; directors may elect stock-for-fees |
| Compensation Committee Chair fee | $10,000 | Additional cash retainer for chair role |
| Total fees earned (Mr. Keenan) | $110,000 | Matches retainer + chair fee |
| Stock-for-Fees election | 20,054 shares | Weighted avg price $2.4307; foregone cash $48,745.23 |
- Independent Directors Stock-for-Fees Program mechanics: Shares issued quarterly; number determined by dividing fee amount by average closing price over 10 trading days before payment date .
- Ad hoc participation: Independent directors may receive retainers/meeting fees for ad hoc committees formed as needed .
Performance Compensation
| Performance-linked element | Status | Metrics/Terms |
|---|---|---|
| Options/PSUs/Performance equity for directors | Not disclosed/none | No options or stock awards granted by the Company to current NEOs; director equity is via voluntary stock-for-fees, not performance-based . |
| Director performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed | No performance metrics tied to director pay disclosed . |
The Compensation Committee did not engage a compensation consultant in 2024; LFT is externally managed, and the Manager compensates officers and personnel .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Period |
|---|---|---|---|
| Republic Companies, Inc. | Regional P&C insurance | Independent Director; Audit Chair | Not specified |
| Medicus Insurance Holdings, Inc. | Insurance | Chairman | Jul 2006 – Oct 2011 |
- Current public company directorships: None disclosed .
- Designation rights/Interlocks: Lument Investment Holdings (affiliate of external Manager) designates two directors (Flynn, Reynolds) under a 2022 agreement; Hunt Companies Equity Holdings designates one director (James C. Hunt) under a 2018 agreement—potential influence dynamics to monitor .
Expertise & Qualifications
- 35+ years in financial services, including insurance CEO, audit chair experience, and private equity/investment banking roles .
- Compensation oversight expertise as Compensation Committee Chair .
- Education: B.A. with Honors, Southern Methodist University .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (Apr 15, 2025) | 141,507 | Less than 1% of outstanding shares |
| Shares outstanding (Record Date) | 52,324,472 | Used to contextualize % ownership |
| Ownership as % of shares outstanding | ~0.27% (calc.) | Calculated from disclosed figures |
| Shares pledged as collateral | None pledged | Pledging is a red flag; none disclosed |
| 2024 Stock-for-Fees shares | 20,054 | WAP $2.4307; foregone cash $48,745.23 |
| Options (exercisable/unexercisable) | Not disclosed/none | No director options disclosed |
Governance Assessment
- Board effectiveness and independence: Keenan is an independent director with consistent committee engagement and no attendance concerns; committees are composed exclusively of independent directors, and executive sessions are led by the Lead Independent Director—supportive of robust oversight .
- Alignment signals: He elected to receive director fees in stock (20,054 shares; ~$48.7k foregone cash), indicating alignment with shareholder outcomes; none of his shares are pledged .
- Compensation governance: As Compensation Committee Chair, his remit includes overseeing director compensation disclosures and equity plans; no external consultant retained in 2024 due to external management structure—a practical constraint but also a potential limitation in benchmarking rigor .
- Potential conflicts/structural risks: LFT’s external manager (Lument Investment Management) is paid a base fee (1.5% of equity) and incentive compensation tied to core earnings, which can bias toward higher-yield risk; designation rights for Lument IH and HCEH place affiliates’ nominees on the Board—heightened need for independent director vigilance, including by Keenan in compensation oversight .
- Policy safeguards: Company prohibits short selling, options, and hedging/monetization transactions in Company securities; executive clawback policy adopted Nov 2023 per Rule 10D-1—positive governance signals even though these primarily target executives rather than directors .
RED FLAGS to monitor
- External manager incentive fee can create risk-taking bias; independent director oversight must counterbalance this .
- Affiliate director designation rights (Lument IH, HCEH) may influence board dynamics; independence and committee chairs (including Keenan) must ensure arm’s-length governance in related-party matters .
- No compensation consultant in 2024; while reasonable under external management, it reduces third-party benchmarking for director pay .