Alan J. Bowers
About Alan J. Bowers
Independent director since May 2015; age 70 as of April 15, 2025. Career CFO/CEO and CPA (since 1978) with >30 years in accounting, audit committees, and executive management; prior roles include president/CEO posts and extensive audit chair experience across public and private companies. Education: B.S. in Accounting, Montclair State University; MBA, St. John’s University. Selected for Onity’s Board for deep accounting expertise and diverse corporate management experience; affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Selina Hospitality PLC (Nasdaq GS: SLNA) | Director; Audit Committee Chair; Finance & Capital Allocation Committee member | Mar 2023 – Sep 2024 | Led audit oversight; finance capital allocation engagement |
| CWT Travel Holdings, Inc. (private) | Director; Audit & Finance Committee Chair; Compensation Committee member | Appointed Dec 2021 | Chaired audit/finance; comp committee member |
| Walker & Dunlop, Inc. (NYSE: WD) | Director; Lead Director; Audit Committee Chair; Nominating & Corporate Governance Committee member | Dec 2010 – May 2022 | Led board; audit chair; governance committee service |
| CorePoint Lodging Inc. (public REIT) | Director; Audit Committee Chair | Apr 2018 – Mar 2022 | Audit oversight through privatization transaction |
| La Quinta Inns & Suites (NYSE: LQ) | Director | Jul 2013 – May 2018 | Board service at hotel chain |
| American Achievement Corp. (private) | Director | Prior period | Governance/audit experience |
| Cape Success, LLC | President, CEO, Director | Prior period | Led PE‑backed staffing/IT business |
| MarketSource Corporation | President, CEO, Director | Prior period | Led marketing/sales support firm |
| MBL Life Assurance Corporation | President, CEO, Director | Prior period | Led life insurer |
| Refrigerated Holdings, Inc.; Roadlink Inc.; Fastfrate Holdings, Inc. (transport/logistics) | Director; Audit Committee Chair | Prior periods | Chaired audit committees |
| Coopers & Lybrand, L.L.P. | CPA (17 years) | Prior period | Senior accounting experience |
External Roles
| Company | Role | Status |
|---|---|---|
| CWT Travel Holdings, Inc. (private) | Director; Audit & Finance Chair; Compensation Committee member | Active as of proxy biography |
| Selina Hospitality PLC | Director; Audit Chair; Finance Committee | Ended Sep 2024 |
| Public company boards (current) | — | None disclosed beyond Sep 2024 |
Board Governance
- Committee assignments: Audit Committee Chair; Risk & Compliance Committee member. Audit Committee members (including Bowers) are independent, financially literate, possess accounting/financial management expertise, and qualify as SEC “audit committee financial experts.” Risk & Compliance members are independent.
- Independence: Board affirmed Bowers is independent under NYSE standards.
- Attendance: Board held 10 meetings and committees met frequently; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings in 2024; seven directors attended the 2024 annual meeting.
- Board leadership: Lead Independent Director is Kevin Stein; independent directors hold executive sessions (four in 2024).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 9 |
| Risk & Compliance | Member | 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned/Paid in Cash | $112,500 | Actual cash received (Onity director compensation table) |
| Annual Board Retainer | $72,000 | Standard retainer for non‑management directors |
| Audit Committee Chair Fee | $25,000 | Additional to chair |
| Risk & Compliance Committee Member Fee | $12,500 | Additional to non‑chair members |
| Meeting Fees | $1,000 per meeting | For meetings in excess of eight per year (non‑Lead Independent) |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|---|
| RSUs (2024–2025 Board term) | May 28, 2024 | 4,792 RSUs | $120,000 | Vest May 28, 2025, subject to attendance | Vesting conditioned on attending ≥75% of Board/committee meetings; pro rata vesting if <75% attendance |
| RSUs (planned 2025–2026) | May 21, 2025 (post‑meeting) | Rounded to next whole share | $120,000 | One‑year from grant, attendance condition | Same attendance‑based vesting structure |
- Director equity awards are time‑based with attendance gates; no TSR/financial performance metrics apply to director awards (distinct from executive LTIP).
Other Directorships & Interlocks
| Company | Relationship to Onity | Potential Interlock/Conflict |
|---|---|---|
| Walker & Dunlop; CorePoint Lodging; La Quinta; Selina; CWT | Prior/current external boards in finance/lodging/travel | No related‑party transactions disclosed for Compensation Committee members in 2024; Risk & Compliance Committee reviews and approves related party transactions under formal policy. |
- Board observers from Oaktree (a significant holder) attend Board/committee meetings (non‑voting) with limited exceptions; oversight of potential conflicts handled via committee structures.
Expertise & Qualifications
- CPA since 1978; 17 years at Coopers & Lybrand; extensive audit committee chair experience; designated Audit Committee financial expert under SEC rules.
- Executive management experience (multiple CEO/President roles); deep financial services industry exposure (mortgage, lodging REITs, CRE finance).
- Education: B.S., Montclair State University; MBA, St. John’s University.
Equity Ownership
| Metric | Amount/Details |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 36,177 shares; includes 4,792 RSUs vesting May 28, 2025 (attendance‑based) |
| Percent of class | <1% (asterisk denotes less than 1%) |
| Options outstanding | None for non‑management directors as of Dec 31, 2024 (except deferred RSUs for another director as disclosed) |
| Pledged shares | None; company policy prohibits pledging/hedging/margins |
| Ownership guidelines | Directors expected to own shares worth ≥5x base cash retainer within five years (i.e., ≥$360,000) |
| Compliance indicator | Value of Bowers’ vested+unvested shares at $32.32 (Mar 31, 2025): $1,169,241, exceeding guideline ($360,000) |
Governance Assessment
- Board effectiveness: Audit Chair role plus Risk & Compliance membership signal strong oversight in financial reporting and enterprise risk; Audit Committee members (incl. Bowers) meet independence and “financial expert” criteria. Positive for investor confidence.
- Independence & engagement: Affirmed independent; attendance ≥75% threshold met for all incumbent directors in 2024; equity grants explicitly tied to attendance, reinforcing accountability.
- Alignment: No options; annual RSUs with attendance gates; significant personal shareholdings with disclosed value; prohibited hedging/pledging; no pledged shares—supports alignment.
- Compensation structure: Cash fees modest and reduced since 2022; equity fixed at $120k per year with attendance condition; no tax gross‑ups; no option repricing.
- Potential conflicts: No Item 404 related‑party relationships disclosed for compensation committee members; Risk & Compliance Committee oversees related party transactions; presence of Oaktree observers noted but non‑voting with privilege limits. Monitoring remains appropriate.
RED FLAGS: None disclosed specific to Bowers—no pledging/hedging, no related‑party transactions, and attendance‑based vesting creates governance discipline. Continue monitoring any future external board changes and Onity’s related‑party approvals pipeline via Risk & Compliance.