John Pless

About John A. Pless

Independent director of Velocity Financial, Inc. since 2007 (18+ years of tenure), Pless is Managing Partner at TruArc Partners (successor to Snow Phipps) with a background in private equity, M&A, and financial institutions advisory; he holds a B.A. in Economics from Middlebury College . The Board classifies him as independent after reviewing relationships, including his role as a Snow Phipps/TruArc designee, and determined these were not “material relationships” under NYSE rules . He currently serves as Chair of VEL’s Governance Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Governance Committee (1 meeting in 2024; ESG oversight, board evaluations, management succession, governance principles) .
• Other VEL board context: 7 board meetings in 2024; all directors attended at least 75% of board and committee meetings . Board Chair: Alan H. Mantel; Lead Independent Director: Joy L. Schaefer .
• Independence: Board determined all non-employee nominees, including Pless, are independent under NYSE rules after reviewing relationships; it specifically considered that Mantel and Pless were Snow Phipps partners and are managing partners of TruArc, sub-adviser to Snow Phipps funds .
• Shareholder nomination rights: Snow Phipps may nominate up to two directors and is entitled to have one nominee on the Compensation and Governance Committees; Snow Phipps nominated Mantel and Pless .
• Executive sessions: Independent directors/committees may meet in executive session outside management at any time .
• Policies supporting governance: Majority vote standard in uncontested elections with resignation policy; director retirement age 75; anti-hedging and anti-pledging policy; director stock ownership guidelines (4x cash retainer) with exemptions noted below .

Fixed Compensation

• Structure for non-exempt directors: annual board retainer $75,000; $10,000 per committee membership; $10,000 per committee chair; $95,000 in restricted stock (granted upon re-election) .
• Exemption: PIMCO and Snow Phipps nominees (including Pless) and the CEO receive no director compensation from VEL .

Performance Compensation

• Not applicable for Pless: VEL does not provide performance-based equity or options to Snow Phipps/PIMCO designees (they receive no director compensation) .

Other Directorships & Interlocks

• Controlling shareholders: Snow Phipps beneficially owns ~36.6% and PIMCO ~33.1% of common stock (as of April 3, 2025), with nomination rights to two seats each; PIMCO holds warrants to purchase 1,673,958 shares .
• Committee seat rights: Snow Phipps is entitled to one nominee on the Compensation and Governance Committees; current nominees are Mantel and Pless .
• Independence assessment: Board deemed these relationships non-material for independence .

Expertise & Qualifications

• Core credentials: Broad finance and corporate governance experience; PE/M&A; FIG advisory; Managing Partner of TruArc (successor to Snow Phipps); BA Economics, Middlebury .
• Board skills matrix (board-level): highlights private equity/investments, corporate finance, M&A, risk oversight prevalent across the board, aligning with Pless’s background .

Equity Ownership

• Director stock ownership guidelines: Independent directors must hold 4x annual cash retainer within 4 years; however, Snow Phipps designees (Mantel, Pless) are prohibited by internal policies from personally holding VEL shares and are not subject to the guideline; they also do not receive director compensation .
• Anti-pledging/hedging: VEL prohibits pledging, margin purchases, short selling, and hedging of company securities by directors and officers .

Insider Filings

Note: The proxy does not disclose individual Form 4 transactions for Pless; it reports overall Section 16(a) compliance for 2024 .

Governance Assessment

• Strengths
  • Independence affirmed despite sponsor ties; majority voting with resignation policy enhances accountability .
  • Governance Committee chaired by an experienced PE investor; committee oversees ESG, board/management evaluations, and succession planning .
  • Anti-hedging/pledging policy and executive sessions support oversight quality .
• Watch items / RED FLAGS
  • Significant sponsor influence: Snow Phipps holds ~36.6% and has nomination rights, including designated seats on Compensation and Governance Committees; Pless, as Snow Phipps/TruArc designee, chairs Governance—potential conflict optics for director nominations/ESG oversight .
  • Alignment gap: Pless receives no director compensation and (per sponsor policy) holds no VEL shares and is exempt from ownership guidelines—reduces direct economic alignment with minority shareholders even as Board deems him independent .
  • Governance Committee met once in 2024—frequency may merit monitoring given committee scope (ESG, board evaluation, succession) .
• Related parties
  • No related person transactions involving Pless disclosed; Audit Committee oversees related party policy; only item disclosed for 2024 was CEO’s adult child employment (not related to Pless) .