DeForest B. Soaries, Jr.
About DeForest B. Soaries, Jr.
Independent director of Onity Group Inc. since January 2015; age 73; currently Chair of the Nomination/Governance Committee and previously served on the Compensation and Human Capital Committee during 2024. Education: BA (Fordham University), Master of Divinity (Princeton Theological Seminary), Doctor of Ministry (United Theological Seminary). The Board has affirmatively determined he is independent under NYSE standards; he attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Baptist Church of Lincoln Gardens | Senior Pastor; later Pastor Emeritus | Senior Pastor 1990–2021; Emeritus until 2023 | Longstanding community leadership; borrower/community perspective brought to board deliberations |
| State of New Jersey | Secretary of State | 1999–2002 | Executive leadership in public service |
| U.S. Election Assistance Commission | Chair | 2004–2005 | Oversight of national election administration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independence Realty Trust (NYSE:IRT) | Independent Director; Chair of Compensation Committee | Since Feb 2011 (current) | Leads compensation oversight; public company board experience |
| Federal Home Loan Bank of New York | Independent Director | Jan 2009–Dec 31, 2023 (prior) | Vice Chair of Compensation & HR; member of Affordable Housing, Governance, Executive Committees |
| New Era Bank | Director | Prior service (dates not specified) | Banking board experience |
Board Governance
- Committee assignments (current): Chair, Nomination/Governance Committee; not listed on Audit, Compensation, Risk & Compliance, or Executive Committees as of April 15, 2025. He did serve on the Compensation Committee during 2024.
- Board leadership: Glen A. Messina serves as Chair & CEO; Kevin Stein is Lead Independent Director. Non-management directors held four executive sessions in 2024.
- Independence: Board determined Dr. Soaries is independent; Board observers designated by Oaktree may attend Board and committee meetings (non-voting), with limited exceptions.
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings.
- Key committee activity levels (2024): Audit (9 meetings), Compensation and Human Capital (8), Nomination/Governance (6), Risk & Compliance (5).
- Stock ownership guideline: Directors expected to own shares worth at least five times the base annual cash retainer within five years of appointment.
- Ethics and controls: Codes of Ethics adopted; insider trading policy prohibits short sales, hedging, margin accounts, pledging, and derivative transactions in Company stock. Clawback policy adopted by the Board.
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,016 |
| Annual Retainer Structure (reference) | Base retainer $72,000; Nom/Gov Chair +$15,000; Compensation Committee member +$10,000; Nom/Gov member +$7,500; meeting fees $1,000 per meeting beyond eight (applies to non-Lead Independent Directors). |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance Conditions | Vest Date / Settlement |
|---|---|---|---|---|---|
| RSUs (2024–2025 term) | May 28, 2024 | 4,792 | 120,000 | Vesting contingent on attending ≥75% of Board and applicable committee meetings; pro rata vesting if below threshold | May 28, 2025 (subject to attendance); delivery unless deferred under Deferral Plan |
| Deferred RSUs (prior service) | Prior years | 4,981 | N/A | Already vested; delivery deferred per election | Deliverable 6 months following termination of Board service |
- Deferral Plan: Directors may elect to defer equity awards; payout timing and form (cash equal to FMV or shares) elected per plan terms.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Independence Realty Trust; Chair of Compensation Committee |
| Compensation Committee interlocks (ONIT) | During 2024, members included Busquet, Merkle, Soaries, Stein; none were officers; no relationships requiring Item 404 disclosure; no cross-board executive interlocks with ONIT executives. |
| Related party transactions oversight | Risk & Compliance Committee reviews and approves related party transactions under the Company’s policy. |
Expertise & Qualifications
- Financial services and housing ecosystem experience; public company board service; compensation committee leadership at IRT.
- Education: BA (Fordham), M.Div. (Princeton Theological Seminary), D.Min. (United Theological Seminary).
- Community and borrower advocacy perspective from decades of pastoral leadership.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | 36,418 shares; includes 4,792 RSUs vesting May 28, 2025; excludes 4,981 vested RSUs deferred until six months after termination; less than 1% of class. |
| Total Shares and Units (vested + unvested) as of Mar 31, 2025 | 41,399 |
| Value at $32.32 share price (Mar 31, 2025) | $1,338,016 |
| Value at illustrative fully diluted book value $50.19 | $2,077,816 |
| Pledging/Hedging status | No shares pledged by directors; Company prohibits hedging/pledging under Insider Trading Prevention Policy. |
Governance Assessment
- Strengths: Independent status; chairs Nomination/Governance; prior member of Compensation Committee (2024), contributing to pay/governance oversight; strong equity alignment via annual RSUs and additional deferred RSUs; attendance threshold embedded in director equity; Company maintains clawback policy and prohibits hedging/pledging; Say-on-Pay support at 86.5% in 2024 indicates constructive shareholder sentiment.
- Potential risks/monitoring:
- Information flow: Oaktree-designated non-voting Board observers attend Board and committee meetings, which may warrant continued vigilance on confidentiality and conflict oversight; the Risk & Compliance Committee reviews related party transactions.
- Workload and refresh: Board diversity and refresh processes are active; continuation of annual evaluations and attendance thresholds support effectiveness.
- No red flags disclosed: No Item 404 related party transactions for Compensation Committee members; no pledging; attendance thresholds met at least 75% across directors; director equity compensation aligned with long-term value, not tied to short-term operating metrics.