Steven G. Norcutt
About Steven G. Norcutt
Independent director since 2004 and Lead Independent Director since June 2022; age 65. President of Schafer Richardson, Inc. (commercial real estate) since October 2009 with prior senior roles across mortgage lending and portfolio management; MBA in Finance (Carlson School of Business, University of Minnesota) and B.S. in Finance (St. Cloud State University) . Determined independent under Nasdaq and Company criteria; qualifies as an “audit committee financial expert” and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schafer Richardson, Inc. | President | Oct 2009–present | Real estate operations; leadership |
| Guaranteed Rate Mortgage | SVP – Regional Manager | Apr 2008–Oct 2009 | Residential mortgage banking |
| Centennial Mortgage and Funding, Inc. | EVP & COO | Prior to 2008 (dates not specified) | Residential mortgage operations |
| ReliaStar Investment Research, Inc. | SVP & Portfolio Manager, Structured Finance | 1993–2001 | Mortgage portfolio management |
| ReliaStar Investment Research, Inc. | VP & Portfolio Manager, Residential Mortgage Loans | 1988 (joined)–1993 | Mortgage portfolio management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| No other public company directorships disclosed in proxy | — | — | Proxy biography lists operating roles; does not disclose other public boards |
Board Governance
- Lead Independent Director: presides over executive sessions; may call meetings of independent directors; sets agenda/information flow; serves as independent leadership contact .
- Committees: Audit Committee member; determined independent and “audit committee financial expert” .
- Independence: Board determined Norcutt is independent (five of seven directors independent) .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Attendance: Board held 11 meetings in 2024; all directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting .
| Governance Attribute | Status/Detail |
|---|---|
| Lead Independent Director | Appointed June 2022; ongoing |
| Audit Committee | Member; financial expert; independent |
| Independence | Independent director per Nasdaq/Company standards |
| 2024 Attendance | ≥75% of Board/committee meetings; attended annual meeting |
| Executive Sessions | 4 sessions of independent directors in 2024 |
Fixed Compensation
| Year | Cash Retainer (Annual) | Cash Retainer (Quarterly) | Equity Award Type | Grant Date | Grant Value | Shares Granted | Vesting | DERs (as of 12/31/24) |
|---|---|---|---|---|---|---|---|---|
| 2024 | $120,000 | $30,000 | Deferred Stock Units (DSUs) | Aug 2024 | ~$120,000 (ASC 718) | 18,462 | Vests June 11, 2025; time-based, continued service | $3,692 |
- Directors can elect to receive all or part of cash retainer in common stock .
- DSUs carry dividend equivalent rights (DERs) and settlement can be deferred to change-in-control and/or third anniversary options per award agreement .
Performance Compensation
| Award | Performance Metric | Target/Condition | Measurement Period | Outcome |
|---|---|---|---|---|
| DSUs (Director) | None (time-based vesting) | Continued service through day immediately preceding next annual meeting | Aug 2024–June 11, 2025 | Scheduled vest June 11, 2025 |
No performance-based (PSU/option) elements disclosed for non-employee director compensation; director equity is time-vested DSUs with DERs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | None in 2024 (no interlocking relationships) |
| Shared directorships with customers/suppliers | Not disclosed in proxy for Norcutt |
Expertise & Qualifications
- Decades of operating, business, and financial experience in mortgage lending and mortgage portfolio management; current president of a commercial real estate firm .
- Audit committee financial expert designation; financial literacy; independent .
- MBA in Finance (Carlson School of Business, University of Minnesota); B.S. in Finance (St. Cloud State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding (Ref) | Notes |
|---|---|---|---|---|
| Steven G. Norcutt | 98,150 | * (<1%) | 90,298,221 (as of 4/17/2025) | Includes 18,462 shares underlying DSUs granted in Aug 2024 |
- Non-employee director ownership guideline: hold common stock valued at 3x annual cash retainer ($360,000); all non-employee directors have either exceeded requirement or remain within compliance window .
- Anti-hedging/anti-pledging policy prohibits hedging/short-term speculation/pledging of Company stock; policy applies to directors .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Direct/Indirect | SEC URL |
|---|---|---|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-12 | A (Award) [insider-trades] | Deferred Stock Units [insider-trades] | 18,678 [insider-trades] | $0.00 [insider-trades] | 37,140 [insider-trades] | D [insider-trades] | https://www.sec.gov/Archives/edgar/data/1273685/000127368525000062/0001273685-25-000062-index.htm |
| 2024-08-26 | 2024-08-22 | A (Award) [insider-trades] | Deferred Stock Units [insider-trades] | 18,462 [insider-trades] | $0.00 [insider-trades] | 18,462 [insider-trades] | — | https://www.sec.gov/Archives/edgar/data/1273685/000127368524000072/0001273685-24-000072-index.htm |
Governance Assessment
-
Strengths:
- Long-standing independent director and Lead Independent Director, with structured responsibilities ensuring independent oversight and executive-session leadership .
- Audit Committee service with “financial expert” designation enhances financial reporting oversight; committee independence affirmed .
- Attendance solid (≥75% in 2024; attendance at annual meeting); regular independent executive sessions (4 in 2024) .
- Director equity in DSUs and robust stock ownership guidelines drive alignment; anti-hedging/anti-pledging policy strengthens investor protection .
- No material related-party transactions in 2024; formal related person transaction review process; indemnification framework disclosed .
-
Watch items (monitoring, not immediate red flags):
- Very long tenure (on Board since 2004) may be scrutinized by some investors for independence over time despite formal independence determinations .
- External operating role as President of Schafer Richardson (commercial real estate) warrants ongoing monitoring for potential related-party dealings; Company disclosed no material related-party transactions for 2024 and has policies to review any that arise .
-
Broader governance signals:
- Board structure separates Chair and CEO; presence of Lead Independent Director policy supports independent oversight .
- Executive say‑on‑pay improved markedly (62% approval in 2023 vs. ~95% in 2024) following shareholder engagement and program adjustments, indicating responsiveness to investor feedback .
RED FLAGS: None disclosed specific to Norcutt. Company prohibits pledging/hedging; no related-party transactions in 2024; Compensation Committee interlocks absent .