Kenneth DeGiorgio
About Kenneth DeGiorgio
Kenneth DeGiorgio, 54, has served on Offerpad’s board since 2019 (including service on the “Old OfferPad” board) and currently serves as Lead Independent Director and Chair of the Nominating & Corporate Governance Committee; he is also a member of the Compensation Committee . He previously served as CEO and a director of First American Financial Corporation (FAF) from February 2022 to early April 2025, following prior roles as President (2021–2022) and Executive Vice President (2010–2021), bringing deep real estate and operating experience to Offerpad .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First American Financial Corporation | Chief Executive Officer and Director | Feb 2022 – early Apr 2025 | Led public company in title/settlement services; prior President (2021–2022) and EVP over international division, trust company, and corporate functions (2010–2021) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First American Financial Corporation | Director | Feb 2022 – early Apr 2025 | Ended CEO and board service in early April 2025 |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Compensation Committee .
- Independence: Board determined DeGiorgio is independent under NYSE rules; he presides over independent director executive sessions as Lead Director .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 4 meetings .
- Committee activity (2024): Audit met 8 times (DeGiorgio is not a member); Compensation met 2 times; Nominating & Corporate Governance met 4 times .
- Lead Director responsibilities include presiding at meetings without the Chair/CEO, approving agendas/schedules, and serving as liaison to management .
Fixed Compensation
- Director compensation program (2024): $50,000 annual retainer; Committee Chair retainers: Audit $20,000, Compensation $20,000, Nominating & Governance $10,000; Committee member retainers: Audit $10,000, Compensation $10,000, Nominating & Governance $5,000; Lead Independent Director retainer: $25,000 .
- 2025 changes: As of Jan 1, 2025, annual retainer $75,000 and initial RSU grant $150,000; one-time waiver of 2025 annual director grants at the June 5, 2025 annual meeting .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (grant-date fair value) | $66,532 |
| Total | $161,532 |
| Election to Defer (2024) | Elected to defer 100% of cash retainers and RSU awards under the Director Deferred Compensation Plan |
Program terms note: Initial RSU grant $300,000 vesting 1/3 annually over 3 years; annual RSU grant sized at 0.0125% of outstanding shares, vests on earlier of first anniversary or next annual meeting; full vesting of director awards immediately prior to a change in control if the director will not continue on the post-transaction board .
Performance Compensation
Directors receive time-vesting RSUs; no performance metrics are tied to director equity grants .
| Equity Element | Value/Quantity | Vesting/Terms |
|---|---|---|
| 2024 Annual RSU grant (grant-date fair value) | $66,532 | Annual grant vests by next annual meeting or first anniversary |
| Outstanding RSUs at 12/31/2024 | 13,333 units | Time-vested; subject to CIC acceleration if not continuing on post-CIC board |
| Performance metrics for director equity | None disclosed (time-based RSUs only) |
Other Directorships & Interlocks
| Entity | Relationship to Offerpad | Overlap with DeGiorgio | 2023/2024 Transactions |
|---|---|---|---|
| First American Financial Corporation (FAF) | >5% shareholder and supplier of title/settlement and property data services | DeGiorgio served as FAF CEO and director through early April 2025 | Payments to FAF: $7.3M (2023), $5.3M (2024); OPHL warehouse facility with FAF subsidiary expired April 2024 (fees immaterial; no amounts outstanding at 12/31/2024) |
| 2023 Pre-Funded Warrants Private Placement | Financing to OPAD | DeGiorgio invested ~$0.5M; FAF invested ~$25.0M; other insiders participated; all warrants exercised in 2023 | ~$90.0M aggregate proceeds to OPAD |
RED FLAG/Conflict Consideration: FAF is a significant shareholder and key service provider. DeGiorgio’s recent executive role at FAF creates potential related-party optics. Mitigants disclosed include Board independence determinations and Audit Committee oversight of related person transactions .
Expertise & Qualifications
- Director qualification highlights: Real Estate and Business Experience .
- Governance leadership: Lead Director; Chair of Nominating & Corporate Governance with ESG oversight responsibility at the committee level .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 62,200 shares; less than 1% of outstanding |
| Deferred RSUs vesting/vested within 60 days but not settled (as of Apr 11, 2025) | 77,390 shares equivalent (not included in beneficial ownership line) |
| Outstanding RSUs at 12/31/2024 | 13,333 units |
| Anti-hedging policy | Hedging by directors is prohibited under Insider Trading Compliance Policy |
Governance Assessment
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Strengths:
- Lead Independent Director with explicit responsibilities; presides over executive sessions—supports independent oversight .
- Independent under NYSE rules; robust committee roles as Nominating & Governance Chair and Compensation Committee member .
- Active committees with regular meetings; each director met minimum attendance threshold in 2024 .
- Compensation Committee engaged independent consultant Pay Governance; no conflicts identified .
- Alignment signals include personal capital at risk (2023 ~$0.5M pre-funded warrants) and 2024 election to defer 100% of director cash and equity, increasing long-term equity exposure .
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Risks/Watch items:
- Related-party exposure with FAF (large shareholder and vendor) during DeGiorgio’s tenure as FAF CEO; $5.3M 2024 spend (down from $7.3M 2023) requires continued scrutiny for fairness and independence; Audit Committee is charged with reviewing related person transactions .
- Concentrated shareholder/creditor influence via other board-affiliated entities (e.g., LL Funds facilities linked to another director), underscoring the need for rigorous recusals and independent committee processes on conflicted matters .
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Compensation structure:
- Director pay mixes cash retainers with time-based RSUs; no performance metrics for directors, which is typical but places emphasis on board process/oversight rather than pay-for-performance at the director level .
- 2025 program changes (higher cash retainer; reduced initial grant; no annual grant in 2025) modestly shift mix toward cash; investors may monitor for alignment given elimination of 2025 annual equity grant .
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Overall:
- Governance profile is supported by independent leadership, committee structure, and attendance; potential conflicts stemming from FAF ties are disclosed and subject to committee oversight. Continued transparency on related-party dealings and maintenance of robust independent processes are key to investor confidence .