Maria N. Fregosi
About Maria N. Fregosi
Independent director since February 2021; age 59 as of the 2025 proxy. She is Executive Vice President – Operations at Lennar Mortgage (a division of Lennar Corporation), with prior senior finance roles including Chief Investment Officer and founding member at Homepoint, and earlier roles at Catalyst Financial, BKF Capital Group, and ABN AMRO Bank. Education: MBA in Finance (University of Rochester, Simon School); BA in Economics, summa cum laude (SUNY Buffalo State). The Board has determined she is independent and an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Homepoint (NASDAQ: HMPT) | Chief Investment Officer, founding member; responsible for balance sheet, servicing asset, correspondent division, investments | Not disclosed | Senior finance leadership in mortgage origination/servicing |
| Catalyst Financial; BKF Capital Group; ABN AMRO Bank | Finance roles | Not disclosed | Investment banking/financial services experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennar Mortgage (Lennar Corp.) | EVP – Operations | Current | Focus on finance and secondary market divisions |
Board Governance
- Independence: The Board determined Ms. Fregosi is an independent director under Nasdaq rules; she is also designated an SEC “audit committee financial expert.”
- Board/Committee membership and chairs (2024 activity):
- Audit Committee: Member and Chair; committee met 4 times in 2024.
- Compensation Committee: Member (Chair: David J. Wolenski); did not meet in 2024; acted by unanimous written consent.
- Nominating & Corporate Governance Committee: Member (Chair: Joy C. Hou); did not meet in 2024; acted by unanimous written consent.
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings of which they were a member; all directors attended the 2024 annual meeting.
- Board structure: CEO Steven N. Bronson serves as Chairman; a Lead Independent Director (David J. Wolenski) is appointed to enhance independent oversight.
| Governance Detail | 2024 Status |
|---|---|
| Audit Committee meetings | 4 meetings |
| Compensation Committee meetings | 0 meetings; acted by unanimous written consent |
| Nominating & Corporate Governance meetings | 0 meetings; acted by unanimous written consent |
| Board meetings | 6 meetings; ≥75% attendance by each director |
| Annual meeting attendance | All directors attended 2024 annual meeting |
| Lead Independent Director | David J. Wolenski |
Fixed Compensation
| Component (Non-Employee Director) | Amount/Terms | Source/Notes |
|---|---|---|
| Annual cash retainer | $10,000 | Paid quarterly; prorated if partial quarter |
| Committee/Chair fees | Not disclosed | No additional fees disclosed |
| Initial equity award (upon first becoming director) | $5,000 grant-date fair value (common stock) | Policy provision |
| Annual equity award | $5,000 grant-date fair value (common stock), granted July 15 if ≥6 months of service | Policy provision |
Director compensation earned in FY2024:
| Director | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Maria N. Fregosi | $10,000 | $5,000 (1,282 shares granted on Jul 15, 2024) | $15,000 |
No director held stock options or restricted stock awards as of Dec 31, 2024.
Performance Compensation
- Structure: Annual equity grants are fixed-value common stock; no performance-vested metrics (e.g., TSR/EBITDA) are disclosed for non-employee director equity.
| Performance Metric | Used in Director Pay? | Notes |
|---|---|---|
| TSR percentile | No disclosure | Not indicated for directors |
| Revenue/EBITDA goals | No disclosure | Not indicated for directors |
| ESG/strategic metrics | No disclosure | Not indicated for directors |
Other Directorships & Interlocks
- No other public company directorships or committee roles for Ms. Fregosi are disclosed in the company’s proxy biography.
Expertise & Qualifications
- Finance and capital markets expertise (mortgage banking, balance sheet/servicing asset management).
- SEC “audit committee financial expert” and Nasdaq financial sophistication requirements satisfied; serves as Audit Chair.
- Academic credentials: MBA in Finance (Simon School, University of Rochester); BA in Economics, summa cum laude (SUNY Buffalo State).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Maria N. Fregosi | 4,945 | 0.1% | As of April 17, 2025; based on 9,864,214 shares outstanding |
Additional ownership details:
- Options/RSUs: None held by directors as of Dec 31, 2024.
- Hedging/derivatives: Prohibited for employees and directors.
- Pledging: Insider trading policy does not prohibit pledging; directors may pledge subject to policy terms. Note: No disclosure that Ms. Fregosi has pledged shares.
Governance Assessment
- Positives:
- Independent director; Audit Committee Chair; designated SEC “financial expert,” signaling strong financial oversight capability.
- Board attendance threshold met; all directors attended the 2024 annual meeting, indicating engagement.
- Compensation mix includes equity (albeit modest), providing some alignment with shareholder value.
- Watch items / potential red flags:
- Compensation and Nominating & Governance Committees did not meet in 2024 (actions taken by unanimous written consent), which can indicate lighter formal oversight cadence.
- Insider trading policy allows pledging of company stock, which can pose misalignment/forced-sale risks; no pledging by Ms. Fregosi is disclosed.
- Concentrated control: CEO/Chair is not independent and beneficially owns 83.1% (including affiliated entities), potentially limiting independent director influence; a Lead Independent Director structure is in place as a counterbalance.