Joy Schaefer
About Joy Schaefer
Independent director since January 2020; appointed Lead Independent Director in February 2022. Schaefer brings deep financial services operating expertise across auto finance, residential and multifamily mortgages, and home equity lending, with prior audit experience at Ernst & Young and a B.S. in Accounting from Illinois Wesleyan University . She serves on VEL’s Audit Committee and Governance Committee and is designated an audit committee financial expert; the board has affirmatively determined she is independent despite a prior operating partner role at Snow Phipps (VEL’s largest shareholder) until August 2018 . The board appointed her Lead Independent Director under a policy ensuring female leadership in chair or lead roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Eagle Advisors, LLC | President | Aug 2005–present | Strategic, operational, financial improvements consulting |
| Snow Phipps | Operating Partner | 2005–Aug 2018 | PE operating leadership; prior affiliation considered non-material for independence |
| JL Schaefer Consulting | President | 2002–2005 | Strategic/financial/operational advisory |
| Ameriquest Mortgage | President & COO | 2002 | Mortgage banking operations leadership |
| Westcorp family of companies (Westcorp, WFS Financial, Western Financial Bank) | Various senior roles: COO, CEO, President, CFO, Treasurer | 1990–2002 | Public company leadership; national auto finance; bank operations |
| Ernst & Young | Audit Manager | Early career | Accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Assets Trust, Inc. (NYSE: AAT) | Director | Current | Public REIT board experience; AAT is also in VEL’s executive compensation peer set |
Board Governance
- Lead Independent Director; presides over executive sessions when applicable; independent directors and committees may meet in executive session without management .
- Committee assignments: Audit Committee (member; financial expert), Governance Committee (member). Board determined all Audit Committee members are independent and financially literate .
- 2024 meeting cadence: Board (7), Audit (5), Compensation (2), Governance (1); all directors attended at least 75% of meetings of the Board and committees on which they served .
- Independence affirmed; board reviewed relationships with Snow Phipps and PIMCO and deemed them not material (Schaefer was a Snow Phipps operating partner until Aug 2018) .
- Majority vote standard in uncontested elections; advance resignation policy for directors not receiving majority support .
- Shareholder rights: written consent and ability to call special meetings (approved 2022) .
| Committee | Role | Chair | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Member | John P. Pitstick | 5 | Each member is independent; all are audit committee financial experts |
| Governance | Member | John A. Pless | 1 | Oversight of ESG, board evaluation and succession planning |
| Board | Lead Independent Director | Board Chair: Alan H. Mantel | 7 | Executive sessions allowed; LID/Chair/Committee Chair preside |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 | Comprised of $75,000 board retainer + $10,000 per committee (Audit, Governance) |
| Stock Awards ($) | $95,000 | Annual restricted stock grant, issuable upon re-election |
| Total ($) | $190,000 |
| Director Compensation Structure | Amount | Details |
|---|---|---|
| Board member cash retainer | $75,000/year | |
| Committee member retainer | $10,000/year per committee | |
| Committee chair retainer | $10,000/year per chair | |
| Annual equity grant | $95,000 restricted stock (per non-employee director) | Issued upon re-election at the annual meeting |
Performance Compensation
| Feature | Terms |
|---|---|
| Director equity grant vesting | Non-employee director awards vest on the earlier of the one-year anniversary of grant and the next annual meeting |
| Clawback policy | All awards subject to reduction/recoupment per VEL clawback policy and law |
| No dividends on unvested equity | Dividends on unvested awards are accumulated and paid only upon vesting; no dividends on options/SARs |
| Change-in-control | No automatic single-trigger vesting; performance awards vest based on actual performance through change-in-control |
No director PSUs or option grants are disclosed for 2024 director compensation; Schaefer’s equity in 2024 is restricted stock (time-based) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public board | American Assets Trust, Inc. (AAT) |
| Interlock with VEL peer set | AAT is in VEL’s 2024 executive compensation peer group, creating potential information-flow interlock across boards |
Expertise & Qualifications
- Financial services operating executive across auto finance, mortgages, commercial lending; prior audit experience at Ernst & Young; B.S. in Accounting (Illinois Wesleyan) .
- Audit committee financial expert; financial literacy per NYSE standards .
- Public company board experience (AAT) and private equity operating partner background .
Equity Ownership
| Metric (as of Apr 3, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 50,101 | |
| Percent of class | 0.1% | Based on 36,480,648 shares outstanding |
| Unvested restricted shares | 15,811 | Included in beneficial ownership; voting but no investment power |
| Vested options | 12,500 | Included as exercisable within 60 days per footnotes |
| Ownership guidelines | 4x annual cash retainer for independent directors within 4 years | |
| Hedging/pledging | Prohibited (no pledging; anti-hedging policy) |
Say-on-Pay & Shareholder Feedback
| Votes | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| For | 23,356,736 | 28,925,885 | 31,915,085 | 32,192,729 | 23,185,417 |
| Against | 837,716 | 2,719,822 | 33,065 | 45,527 | 160,640 |
| Abstain | 2,020,944 | 17,084 | 1,005 | 27,361 | 113,017 |
| Broker Non-Votes | 428,858 | 391,416 | 271,573 | 349,332 | 1,044,375 |
Related Party Transactions and Policies
- Written Related Person Transaction Policy; Audit Committee reviews and approves covered transactions .
- 2024 disclosed related party transaction: Kelsey Farrar (adult child of CEO Christopher Farrar) employed and paid $391,122; otherwise, no director or executive related party transactions reported for 2024 .
- Stock pledging and hedging prohibited for directors and executives .
Governance Assessment
- Strengths: Lead Independent Director role and female leadership requirement; robust independence review; clear majority voting + resignation policy; anti-hedging/anti-pledging; director ownership guidelines; audit committee financial expertise; strong say-on-pay support (≥99% in 2023–2025; lower but approved in 2022) .
- Alignment: Schaefer holds 50,101 shares and vested options; annual director equity grants with vesting align incentives; ownership guidelines require 4x cash retainer within 4 years .
- Potential conflicts/RED FLAGS: Prior operating partner affiliation with Snow Phipps (largest shareholder) deemed non-material by board but remains a perception risk . Interlock risk as AAT director while AAT is in VEL’s executive compensation peer group (information-flow) .
- Engagement and effectiveness: Committee service (Audit, Governance); board and committee meeting cadence; attendance threshold met; executive session practices support independent oversight .