John Pitstick
About John P. Pitstick
Independent director of Velocity Financial, Inc. since January 2020; currently Audit Committee Chair and member of the Compensation Committee. The Board determined he is independent under NYSE rules; all non‑employee nominees were affirmed independent in 2025 . A CPA (inactive) with 30+ years in accounting, finance, SEC reporting, internal controls and capital markets; prior roles include CFO of Conversant, Inc. and Senior Manager at Ernst & Young . In 2024, the Board met 7 times and all directors, including Mr. Pitstick, attended at least 75% of Board and committee meetings; he qualifies as an “audit committee financial expert” under SEC rules per company disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conversant, Inc. (public) | EVP (2005–2007); Chief Financial Officer (2007–2015) | 2005–2015 | Led public-company finance, SEC reporting, internal controls |
| Ernst & Young LLP | Senior Manager (Technology, Biotech, Financial Services clients) | 1995–2004 | Audit/SEC reporting advisory; internal controls expertise |
| Caldera Medical, Dyve Biosciences, Seven Lakes Enterprises | Financial executive roles (privately held) | 2015–2024 | Finance operations for growth-stage/private firms |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Gameverse Interactive, Inc. | Chief Financial Officer | Current | Not stated as public | Operating CFO; no board role disclosed |
| Public company directorships | — | — | — | None disclosed in VEL proxy |
Board Governance
- Committees and roles: Audit Committee Chair; member of the Compensation Committee . The Audit Committee had 5 meetings in 2024; Compensation Committee had 2 .
- Audit Committee financial expert: Company states each Audit Committee member (including Pitstick) meets SEC “financial expert” criteria .
- Independence: Board affirmed all non‑employee director nominees are independent under NYSE rules; additional relationships for sponsor designees reviewed; determination unchanged .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings .
- Executive sessions: Independent directors and each committee can meet in executive session at any time; presiding officer is Board Chair, Lead Independent Director, or committee chair as applicable .
- Stock ownership guidelines: Directors must hold ≥4x annual cash retainer within four years (sponsor-designees exempt; Pitstick not exempt) .
- Anti‑hedging/pledging: Company prohibits pledging, short sales, and hedging by directors and executives .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard director retainer |
| Committee member retainer | $10,000 per committee | Applies to each committee membership |
| Committee chair retainer | $10,000 per chair | Additional for chair responsibilities |
| Annual equity grant (restricted stock) | $95,000 grant-date fair value | Issuable upon re‑election at the annual meeting; director awards may vest at the earlier of 1‑year or next AGM per plan exceptions |
2024 individual compensation (director):
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| John P. Pitstick | $105,000 | $95,000 | $200,000 |
Cash composition detail for Mr. Pitstick: $75,000 board retainer + $10,000 Audit Committee member + $10,000 Compensation Committee member + $10,000 Audit Committee chair = $105,000 .
Performance Compensation
- Director plan design: Non‑employee directors receive time‑based restricted stock; no performance-vested metrics are applied to director equity .
- Company incentive framework (executive reference): Core Net Income Annual Growth and individual/corporate objectives are the primary metrics for executive annual cash incentives; PSUs use 3‑year average Core Net Income Annual Growth (0–200% payout). Directors are not participants in these performance plans .
| Metric (for directors) | Applies? | Detail |
|---|---|---|
| Performance-vested equity (PSUs) | No | Director equity is time‑based restricted stock |
| Cash bonus tied to metrics | No | Not applicable to directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for John P. Pitstick |
| Committee roles at other public companies | None disclosed |
| Interlocks | Company states no executive served on another entity’s compensation committee where a reciprocal interlock existed in 2024 |
Expertise & Qualifications
- CPA (inactive); extensive audit, accounting, internal control and SEC reporting experience .
- Financial executive with public-company CFO background; capital markets and operational finance experience .
- Audit Committee financial expert per SEC definition (company determination) .
- Skills map emphasis (board-wide): accounting/audit, risk oversight, corporate finance, M&A, and financial services domain experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 70,634 | As of April 3, 2025; 0.2% of class |
| Unvested restricted shares (included above) | 15,811 | Voting but no investment power |
| Options (exercisable) | 12,500 | Vested options held at 12/31/2024; strike/expiry not disclosed for directors |
| Options (unexercisable) | — | Not disclosed |
| Shares pledged | Prohibited by policy; no pledging disclosed | |
| Ownership guidelines | 4x annual cash retainer for directors (within 4 years) | Pitstick is subject to the guideline (not a sponsor designee) |
| Indicative value vs guideline | ~$1.38M vs ~$0.30M | 70,634 shares × $19.56 (12/31/2024 close) vs 4×$75k; suggests he exceeds guideline based on reported holdings and price |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company reports all required insider ownership filings were timely in 2024; no exceptions |
| Recent Form 4 transactions | Not enumerated in proxy; refer to SEC filings for trade-level detail |
Governance Assessment
-
Strengths
- Independent director with deep finance/audit background; Audit Chair and SEC “financial expert” status support strong financial oversight .
- High engagement indicated by ≥75% attendance; Board/committee cadence (7 Board; 5 Audit; 2 Compensation) provides oversight touchpoints .
- Compensation alignment: directors paid with balanced cash/equity; equity subject to minimum vesting and no single-trigger CIC; robust clawback and anti-hedging/pledging policies .
- Stock ownership guideline should align director interests; based on disclosed holdings and year-end price, Pitstick appears to exceed the 4x retainer threshold .
-
Watch items
- Board includes sponsor designees from Snow Phipps/TruArc and PIMCO; the Board reviewed these relationships and maintained independence determinations, but concentrated ownership remains a structural governance consideration (not specific to Pitstick) .
- No director-specific say-on-pay vote data or individual attendance percentages disclosed; rely on company-level statements .
Related-Party and Conflicts Check
- Related-party transactions: Only disclosure in 2024 involved employment of the CEO’s adult child; no transactions involving Pitstick reported .
- Policies: Audit Committee oversees Related Person Transaction Policy; all covered transactions reviewed for arm’s-length terms and best interests of the company .
Director Compensation Detail (Structure Analysis)
| Element | 2024 vs prior design | Implication |
|---|---|---|
| Cash retainers | Flat schedule: $75k Board; $10k per committee; +$10k per chair | Pay anchored to role/responsibility; no meeting fees disclosed |
| Equity form | Time-vested restricted stock; $95k annual grant | Time-based equity emphasizes retention and alignment; not performance-vested |
| Plan safeguards | No single-trigger CIC; repricing requires shareholder approval; minimum vesting; clawback | Shareholder-friendly terms reduce governance risk |
Committee Composition Snapshot
| Committee | 2024 Meetings | Chair | Members |
|---|---|---|---|
| Audit | 5 | John P. Pitstick | Joy L. Schaefer; Dorika M. Beckett |
| Compensation | 2 | Alan H. Mantel | Michael W. Chiao; John P. Pitstick |
| Governance | 1 | John A. Pless | Joy L. Schaefer; Dorika M. Beckett |
The Audit Committee is responsible for auditor oversight, financial statement integrity, internal control over financial reporting, legal/regulatory matters impacting financial statements, whistleblower program, and related-party policy oversight . The Compensation Committee oversees executive pay, incentive plan design, director pay recommendations, and consultant independence .
Summary Signals for Investors
- Board effectiveness: Strong financial oversight anchored by Pitstick’s Audit Chair role and expert designation; committee workload and disclosures align with best practices .
- Alignment: Director equity and ownership guidelines (and Pitstick’s apparent compliance) support “skin-in-the-game”; anti-hedging/pledging reduces misalignment risk .
- Conflicts: No Pitstick-related transactions disclosed; formal related-person review in place; sponsor influence monitored with independence determinations .