Donna Corley
About Donna Corley
Donna Corley (age 51) joined Offerpad’s board in April 2025 as a Class II independent director with a term expiring at the 2026 annual meeting. She will serve as Chair of the Audit Committee effective upon conclusion of the June 5, 2025 annual meeting, and is also a member of the Nominating & Corporate Governance Committee. Corley is Founder/CEO of Guiding Star Advisory, LLC (since Dec 2022), previously held senior leadership roles at Freddie Mac (EVP & Head of Single-Family; Chief Risk Officer, Single-Family; SVP Credit Pricing/Risk Transfer/Securitization), holds a B.S. in business administration from The American University, and is a CFA charterholder . The board determined she is independent under NYSE rules; it noted Guiding Star has provided consulting services to Offerpad but concluded this relationship does not impair her independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freddie Mac | EVP & Head of Single-Family Business | Oct 2019 – May 2022 | Led single-family operations; prior CRO Single-Family (2014–2019); SVP Credit Pricing, Risk Transfer & Securitization (2011–2014) |
| Freddie Mac | Executive Vice President Advisor | Jun 2022 – Nov 2022 | Advisor following operational leadership roles |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Guiding Star Advisory, LLC | Founder & CEO | Dec 2022 | Consulting firm; has provided services to Offerpad (board concluded independence not impaired) |
| PennyMac Mortgage Investment Trust Holdings LLC | Board of Trustees | Current | Mortgage REIT governance experience |
| Bite Me Cancer Foundation | Board Member | Current | Non-profit governance |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair (effective after June 5, 2025 annual meeting)
- Nominating & Corporate Governance Committee: Member
- Independence and engagement:
- Board determined Corley is independent; reviewed Guiding Star consulting relationship and found no impairment to independence .
- Non-management and independent directors hold regular executive sessions; Lead Director is Kenneth DeGiorgio .
- Board and committee activity context (FY2024):
- Board held 4 meetings; all directors attended ≥75% of board and committee meetings during their service period .
- Audit Committee met 8 times in 2024 (Corley joined in 2025) .
- Board leadership structure: Combined CEO/Chair with a Lead Independent Director; Lead Director responsibilities include presiding over executive sessions and agenda setting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $50,000 | Paid quarterly, pro-rated for partial quarters |
| Audit Committee Chair Retainer (cash) | $20,000 | Annual, for Audit Chair role |
| Audit Committee Member (non-chair) (cash) | $10,000 | Annual |
| Nominating & Governance Chair Retainer (cash) | $10,000 | Annual |
| Nominating & Governance Member (cash) | $5,000 | Annual |
| Lead Independent Director Retainer (cash) | $25,000 | Annual |
| Deferred Compensation Option | Elect cash convert to fully vested RSUs; defer RSU settlement | Under Director Deferred Compensation Plan |
| Applicability to Corley | Compensated under Non-Employee Director Compensation Program | Confirmed in appointment 8-K |
Anti-hedging policy: Directors are prohibited from hedging transactions in company equity .
Performance Compensation
| Equity Award | Value/Formula | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| Initial RSU Grant at appointment | $300,000 grant value | 1/3 per year over 3 years | Full vest if not continuing on the post-CIC board | Time-vested, no performance metrics disclosed |
| Annual RSU Grant at annual meeting | RSUs equal to 0.0125% of shares outstanding on grant date | Vest in full on earlier of 1-year or next annual meeting | Full vest if not continuing on the post-CIC board | Time-vested, no performance metrics disclosed |
Director equity awards are time-based RSUs; no revenue/EBITDA/TSR performance metrics are used for director grants .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Note |
|---|---|---|
| PennyMac Mortgage Investment Trust Holdings LLC | Trustee | Mortgage finance exposure; no Offerpad related-party transactions with Corley disclosed |
Board/Ownership context: First American Financial Corporation owns ~18.6% of Offerpad; Lead Director Kenneth DeGiorgio served as FAF CEO through early April 2025, a governance dynamic worth monitoring even though not specific to Corley .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Financial services & risk management | Former Chief Risk Officer (Single-Family) at Freddie Mac; leadership in credit pricing and risk transfer |
| Audit oversight | Appointed as Audit Committee Chair (effective post-annual meeting) |
| Capital markets and securitization | Led Freddie Mac’s risk transfer and securitization functions |
| Credentials | B.S. business administration (American University); CFA charterholder |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Source/Date |
|---|---|---|---|
| Donna Corley | 1,000 | <1% | As of April 11, 2025 (27,543,087 shares outstanding) |
Stock ownership/pledging: No pledging or hedging is permitted under policy; no pledging disclosed for Corley .
Governance Assessment
-
Positives
- Immediate appointment to Audit Chair underscores strong financial and risk credentials; adds depth to audit oversight as the committee met 8x in the prior year .
- Independence affirmed despite Guiding Star’s consulting with the company; transparent disclosure in proxy .
- Director pay structure mixes modest cash with equity, aligning with shareholders; time-based RSUs and deferral options support long-term alignment .
- 2025 say-on-pay advisory vote passed with 18,730,915 For vs 212,825 Against (2,653 abstain; 4,261,321 broker non-votes), indicating substantial shareholder support for compensation practices .
-
Monitoring points / potential red flags
- Consulting tie: Guiding Star Advisory’s services to Offerpad were disclosed; board concluded independence not impaired, but investors may monitor scope/fees to safeguard independence optics .
- Ownership alignment: Current reported beneficial ownership is 1,000 shares (<1%), with equity alignment expected to increase via director RSUs; track future RSU grants/holdings for alignment trends .
- Board dynamics: Significant shareholder FAF (18.6%) and Lead Director’s recent executive role at FAF (through early April 2025) could present perceived influence dynamics; ongoing independent oversight remains important .
-
Shareholder voting snapshot (2025 Annual Meeting)
- Auditor ratification: 23,104,744 For; 100,653 Against; 2,317 Abstain
- Director elections (Class I): Nominees elected with 18.75–18.90M For votes and ~45–199k Withheld; not directly related to Corley’s Class II seat