Jenne K. Britell
About Jenne K. Britell
Dr. Jenne K. Britell (age 82) has served as an independent director of Onity Group Inc. since February 2019, bringing deep corporate finance, governance, and regulated-industry expertise from senior roles at GE Capital and multiple Fortune 500 boards . She holds a Ph.D. and MBA from Columbia University and master’s and undergraduate degrees from Harvard University, and has been affirmatively determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Executive Vice President, Global Consumer Finance; President, Global Commercial & Mortgage Banking | Prior to 2000 (dates not specified) | Senior leadership across consumer and mortgage finance in regulated environments |
| Structured Ventures, Inc. | Chair & Chief Executive Officer | Prior to 2019 (dates not specified) | Advised U.S. and multinational companies on strategy and governance |
| Dime Bancorp; HomePower; Citicorp; Republic New York | Senior management positions | Prior (dates not specified) | Banking operations and risk management experience |
| Polish-American Mortgage Bank | Founding Chair & Chief Executive Officer | Prior (dates not specified) | Established mortgage banking operations internationally |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Rentals, Inc. (NYSE: URI) | Director; Non-Executive Chair | Director 2006–2019; Chair 2008–2019 | Led board oversight and governance at a large-cap industrial firm |
| Quest Diagnostics (NYSE: DGX) | Director | 2005–2019 | Audit & Finance Committee member |
| Crown Holdings (NYSE: CCK) | Director | 2000–2017 | Audit Committee Chair; financial oversight and audit leadership |
| Aames Investment Corp. | Lead Director | Prior (dates not specified) | Lead independent responsibilities |
| TIAA-CREF | Trustee | Prior (dates not specified) | Pension oversight and fiduciary governance |
| Lincoln National Corp. | Director | Prior (dates not specified) | Insurance sector board experience |
Board Governance
- Committee assignments: Audit Committee member (all members independent, financially literate, and SEC-defined audit committee financial experts); Nomination/Governance Committee member .
- Independence: Board affirmatively determined Dr. Britell is independent under NYSE standards .
- Attendance: In 2024, the Board held 10 meetings and each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; 2024 Annual Meeting attended by seven directors .
- Board leadership: Lead Independent Director is Kevin Stein; executive sessions of non-management directors were held at four meetings in 2024 .
- Committee activity: Audit Committee met nine times in 2024; Nomination/Governance Committee met six times .
- Skills matrix: Dr. Britell flagged for public company board experience, CEO/large organization leadership, financial services industry experience, audit committee financial expert designation, and regulatory/risk experience .
Fixed Compensation
| Component (FY2024) | Amount ($) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | 95,000 | Cash retainers and committee fees per reduced fee structure |
| Equity (Grant-Date Fair Value) | 120,000 | 4,792 RSUs granted May 28, 2024, vesting May 28, 2025 subject to attendance threshold |
| Total | 215,000 | Sum of cash and equity grant-date value |
- Program structure: Non-management directors received cash components including base retainer ($72,000), Audit member fee ($12,500), Nomination/Governance member fee ($7,500), plus meeting fees ($1,000) for meetings above eight; chair and lead independent premiums apply to designated roles .
- Deferral Plan: Directors may defer equity delivery to specified dates (e.g., six months post-termination) and elect settlement in cash or stock; dividend equivalents accrue on deferred awards .
Performance Compensation
| Metric/Condition | Application to Director Equity | Quantitative Detail |
|---|---|---|
| Attendance-based vesting | Annual RSUs vest only if the director attends ≥75% of Board and applicable committee meetings; pro-rata vesting if below threshold | 2024–2025 grant: 4,792 RSUs; vest May 28, 2025 contingent on attendance; grant-date fair value $120,000 |
| 2025–2026 grant framework | Post 2025 Annual Meeting, each non-management director to receive ~$120,000 RSUs (rounded to whole shares) | Equity awards at $120,000 grant-date fair value; RSU count determined by grant-date price |
Other Directorships & Interlocks
- Current public boards: None disclosed as current; prior public company boards include URI, DGX, CCK with audit leadership roles (see External Roles) .
- Compensation Committee interlocks: No member (including peers) had relationships requiring Item 404 disclosure; none served as a Company officer .
- Large shareholder/observers: Oaktree holds up to 9.9% under an ownership cap and has two non-voting board observers; observers may attend Board and committee meetings subject to privilege exceptions .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) and financially literate; extensive governance and capital markets experience .
- Financial services and mortgage industry experience; risk, compliance, and international operations background .
- Prior non-executive chair and audit chair roles demonstrating board leadership and oversight capability .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 34,014 shares | Includes 4,792 RSUs vesting 5/28/2025; includes trust-held shares |
| RSUs unvested (as of 3/31/2025) | 4,792 | 2024–2025 director grant |
| Shares held by trust | 29,222 | Trust ownership detail |
| Ownership % of class | Less than 1% | Per beneficial ownership table |
| Indicative value at $32.32 | $1,099,332 | Based on 3/31/2025 price and total vested/unvested shares |
| Director ownership guideline | At least 5× base cash retainer | Guideline requires ≥5× base retainer; base retainer $72,000 |
| Hedging/pledging status | Prohibited; none pledged | Company policy prohibits hedging/pledging; none pledged by directors |
Insider Trades
| Date | Form | Transaction | Shares | Instrument/Condition | Holdings Post |
|---|---|---|---|---|---|
| May 21, 2025 | Form 4 | Stock Award (Grant) | 3,188 | Annual director equity grant (grant-date FV ~$120,000; share count depends on price) | 37,202 (Direct) |
Note: The proxy indicates 2025–2026 director grants are targeted at $120,000 grant-date fair value; RSU count aligns with grant-date stock price mechanics .
Governance Assessment
- Board effectiveness: Dr. Britell’s audit chair experience (Crown) and SEC-defined audit financial expert status support strong oversight on Audit and Nominating/Governance Committees; active committee cadence (Audit 9x; Nom/Gov 6x in 2024) indicates continued engagement .
- Independence and alignment: NYSE independence affirmed; attendance threshold embedded in RSU vesting enhances engagement incentives; director ownership significantly exceeds guideline thresholds, strengthening alignment with shareholders .
- Conflicts/related-party exposure: Compensation Committee disclosed no Item 404 relationships; related party transactions oversight resides with Risk & Compliance Committee; Oaktree observer rights exist but are non-voting and subject to privilege exceptions (monitoring recommended) .
- RED FLAGS: None disclosed—no pledging or hedging of Company stock; no compensation committee interlocks requiring Item 404 disclosure; attendance thresholds reduce risk of low engagement .
- Say-on-Pay context: 2024 Say-on-Pay received 86.5% approval, a supportive signal for compensation governance (company-wide) .