Justin Ishbia
About Justin Ishbia
Justin Ishbia (Age: 47) is a Class III director at UWM Holdings Corporation (UWMC), serving since 2021. He is the founder and Managing Partner of Shore Capital Partners, with a background as an investment professional and attorney. He holds a J.D. from Vanderbilt University Law School with a Certificate of Law & Business from the Vanderbilt Owen Graduate School of Management and a B.A. in Accounting from Michigan State University. He is Mat Ishbia’s brother and Jeffrey A. Ishbia’s son, and is not designated as an independent director; he holds no board committee assignments. He also serves as Alternate Governor of the NBA’s Phoenix Suns.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shore Capital Partners | Founder & Managing Partner | Not stated | Leads sourcing/valuation, deal structuring, financing, fundraising, administration |
| Private equity firm (not named) | Investment professional | Not stated | PE investing experience cited (firm not disclosed) |
| Legal practice (not named) | Attorney | Not stated | Legal training and experience (firm not disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix Suns (NBA) | Alternate Governor | Since Feb 2023 (team control date cited for Mat; Justin listed as Alternate Governor) | Governance role at franchise controlled by Mat Ishbia |
| Vanderbilt University | Board of Trust | Not stated | University governance |
| Various private companies | Director | Not stated | Portfolio boards tied to Shore Capital Partners |
Board Governance
- Independence and committees: UWMC’s board identified three independent directors (Coopes, Czubak, Verdun). Justin Ishbia is not listed among independent directors and holds no standing committee roles. The board operates Audit and Compensation Committees; Justin is on neither.
- Attendance and engagement: The board held five meetings in 2024; each director attended at least 75% of board and applicable committee meetings. Independent director executive sessions are held with Robert Verdun presiding.
- Controlled company status: UWMC is a “controlled company” under NYSE rules due to SFS Holding Corp. (controlled by Mat Ishbia) holding a majority of voting power. As a result, UWMC relies on exemptions, including not having a fully independent Compensation Committee and not maintaining a separate nominating committee.
- Compensation Committee composition and process: Compensation Committee members in 2024 were Kelly Czubak (Chair), Robert Verdun, and Mat Ishbia (CEO). A subcommittee of independent directors sets CEO pay. No compensation consultant was used in 2024. No interlocks with other companies were disclosed.
Fixed Compensation (Director)
| Component | 2024 Terms | 2024 Amount for Justin Ishbia |
|---|---|---|
| Annual cash retainer | $120,000 | Included in cash paid |
| Board meeting fees | $3,000 per meeting | Included in cash paid |
| Annual equity grant | $25,000 in Class A shares; immediate vest at grant | $24,999 grant-date fair value |
| Total cash paid | — | $132,000 |
| Total director compensation | — | $156,999 |
Notes: At the 2024 annual meeting, non-employee directors received 3,782 fully vested shares (per-director) as the annual equity grant.
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance-linked director pay | None disclosed; director equity grants are time-based and immediately vested at grant. |
| Options/PSUs for directors | None disclosed for directors. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Private/other boards | Boards of various private companies (portfolio), Vanderbilt University Board of Trust, Phoenix Suns Alternate Governor. |
| Potential interlocks | Family control context: Phoenix Suns controlled by Mat Ishbia; Justin serves as Alternate Governor, indicating ongoing governance ties with entities affiliated with the controlling shareholder outside UWMC. |
Expertise & Qualifications
- Finance and private equity: Founder & Managing Partner of Shore Capital Partners with responsibility across sourcing, valuation, financing, and administration.
- Legal and accounting training: J.D. (Vanderbilt) with Law & Business certificate; B.A. in Accounting (Michigan State).
- Corporate governance: Service on multiple private company boards and a major university board.
Equity Ownership
| Holder | Class A Shares | Class D Shares | Notes |
|---|---|---|---|
| Justin Ishbia | 8,507 | — | <1% ownership; beneficiary of trusts that hold a 23% pecuniary non-voting interest in SFS Holding Corp. (controlling shareholder) |
| SFS Holding Corp. (control) | 1,397,782,620 | 1,397,782,620 | SFS’s Class D carries 10 votes per share but voting is capped at 79% via voting limitation; 841,218,503 shares are pledged as collateral (captured both as Class D and as-as-converted Class A). |
RED FLAG: A large portion of SFS-held shares (841,218,503) are pledged as collateral. While pledged by SFS/Mat Ishbia, Justin’s 23% pecuniary non-voting interest in SFS links him economically to the controlling shareholder’s leveraged position.
Related-Party Transactions (Context for Conflicts)
| Transaction | Counterparty | 2024 Amount | Notes |
|---|---|---|---|
| Campus leases | Entities controlled by Jeffrey A. Ishbia and Mat Ishbia | $19.5 million lease expense | UWM campus facilities leased from entities controlled by founder and CEO; options to extend. |
| Legal services | Ishbia & Gagleard, P.C. (Jeffrey A. Ishbia partner) | $0.6 million | Annual retainer; firm used historically. |
| Aircraft usage | Entities controlled by Mat Ishbia | $0.2 million (plus $0.2 million to third parties) | Business travel policy; some personal use by NEOs included in compensation. |
| Employee leasing/services | Entities controlled by Mat/Jeffrey Ishbia | $0.3 million fees earned by UWM | Admin services provided. |
Audit Committee pre-approves related-party transactions per policy.
Governance Assessment
-
Strengths
- Documented board and committee self-evaluations; annual review of governance guidelines.
- Audit Committee fully independent (Coopes, Czubak, Verdun) with a designated financial expert (Verdun).
- Director meeting attendance at least 75% in 2024.
- Strong say-on-pay support in 2024 (>99% votes cast in favor), suggesting limited investor concern on executive pay structure that year.
-
Concerns / RED FLAGS
- Controlled company: Relies on NYSE exemptions—no nominating committee, Compensation Committee includes non-independent CEO; limits minority shareholder influence on director selection and pay.
- Family ties and potential conflicts: Justin is the CEO’s brother and founder’s son; numerous related-party transactions with entities controlled by family members.
- Pledged shares: 841,218,503 shares pledged by SFS; while not Justin’s personal pledge, his 23% pecuniary interest in SFS links him to the controlling shareholder’s leveraged position.
- Director equity alignment: Annual equity grant is small ($25,000) and immediately vests, limiting ongoing alignment via unvested ownership; Justin’s disclosed direct Class A holdings are minimal (8,507 shares).
- No committee assignments: Justin holds no Audit or Compensation Committee roles; limits direct involvement in key oversight areas.
-
Other notes
- Hedging prohibited under insider trading policy; short sales also prohibited.
- Independent executive sessions are presided over by Verdun; no lead independent director due to controlled company status.
Director Compensation (Detail)
| Item | 2024 Value |
|---|---|
| Fees earned or paid in cash | $132,000 |
| Equity award (grant-date fair value) | $24,999 |
| Total | $156,999 |
Program structure for non-employee directors:
- Annual cash retainer $120,000; $3,000 per board meeting.
- Annual equity grant $25,000 in Class A shares, fully vested at grant (3,782 shares granted at 2024 annual meeting).
- No director-specific committee chair/membership fees disclosed.
Board Governance (Committee Assignments)
| Committee | Members | Justin Ishbia’s Role |
|---|---|---|
| Audit | Coopes, Czubak, Verdun (Chair Verdun; all independent) | Not a member |
| Compensation | Czubak (Chair), Verdun, Mat Ishbia | Not a member |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: Over 99% of votes cast supported NEO compensation.
- Engagement: Outreach to top 20 institutional holders of Class A (63% of Class A outstanding); engaged with holders representing ~34% of Class A outstanding.
Independence, Attendance & Engagement
| Metric | Status |
|---|---|
| Independence | Not listed as independent; only Coopes, Czubak, Verdun deemed independent by the board. |
| Attendance | Each director attended ≥75% of board and applicable committee meetings in 2024; board met 5 times. |
| Executive sessions | Independent directors hold executive sessions; Verdun presides. |
| Lead Independent Director | Not designated (controlled company rationale). |
Potential Conflicts or Related-Party Exposure
- Family relationships: Brother of CEO/Chair Mat Ishbia; son of founder/director Jeffrey A. Ishbia.
- Economic interest in controller: Beneficiary of trusts with 23% pecuniary non-voting interest in SFS Holding Corp., which controls UWMC’s voting power.
- Affiliated outside roles: Alternate Governor of Phoenix Suns (controlled by Mat Ishbia), indicating continuing family-affiliated governance links outside UWMC.
- Corporate related-party transactions: Significant lease expenses, law firm retainers, aircraft usage and inter-entity services with entities controlled by Mat/Jeffrey Ishbia.
Implication: While Justin’s PE and legal background add financial and transactional expertise, his familial ties, economic interest in the controller, and UWMC’s controlled-company exemptions represent structural governance risks that investors should monitor—particularly around related-party transactions, board independence balance, and the robustness of pay/governance oversight.