Form 4: Deer Park Road Management Affiliates Report RSU Grant for Altisource Portfolio Solutions Director

A recent SEC Form 4 filing reveals that Mary Hickok, a non-management director of Altisource Portfolio Solutions S.A. and Managing Director at Deer Park Road Management Company, LP, was granted 152,091 restricted share units as compensation for her service.

Summary

• On May 21, 2025, Mary Hickok, a Managing Director at Deer Park Road Management Company, LP ('Deer Park'), received 152,091 restricted share units ('RSUs') as compensation for her role as a non-management director of Altisource Portfolio Solutions S.A. (the 'Issuer') for the 2025-2026 service year.
• Each RSU represents a contingent right to receive one share of common stock ('Shares').
• The RSUs are set to vest on the date of the Issuer's 2026 Annual General Meeting of Shareholders, contingent on Ms. Hickok attending at least 75% of all Board and committee meetings on which she serves.
• All economic income derived from Ms. Hickok's director service, including these RSUs, belongs to STS Master Fund, Ltd., for which Deer Park serves as investment adviser.
• Ms. Hickok has no pecuniary interest in the shares reported.
• Deer Park Road Management Company, LP, along with its general partner Deer Park Road Management GP, LLC, and its members Deer Park Road Corporation and AgateCreek LLC, are deemed directors by deputization due to Ms. Hickok's representation on the Board.
• The reporting persons collectively disclaim beneficial ownership of the shares except to the extent of their pecuniary interest.
• Following this transaction, STS Master Fund, Ltd. indirectly holds 11,946,891 shares of Common Stock, and Deer Park 1850 Fund, LP indirectly holds 89,537 shares of Common Stock.

Sentiment

Score: 6

Explanation: The filing reports a standard compensation event for a director, which is generally a neutral to slightly positive signal as it aligns director interests with shareholders. There are no negative financial implications or unexpected events reported.

Positives

• The grant of Restricted Share Units (RSUs) to a non-management director aligns the director's interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• The vesting conditions, requiring attendance at Board and committee meetings, promote active participation and engagement from the director.

Risks

• The vesting of the RSUs is contingent upon Ms. Hickok attending at least 75% of all Board and committee meetings, meaning the compensation is not guaranteed if attendance requirements are not met.
• The economic benefit of the RSUs accrues to STS Master Fund, Ltd., rather than directly to Ms. Hickok, which could be perceived as a potential misalignment of individual director incentives, although it aligns with the fund's interests.

Future Outlook

The granted Restricted Share Units are expected to vest on the date of Altisource Portfolio Solutions S.A.'s 2026 Annual General Meeting of Shareholders, provided the director meets the specified attendance requirements.

Management Comments

• "Ms. Hickok, Managing Director at Deer Park, serves on the Issuer's Board as a representative of Deer Park."
• "By virtue of their representation on the Board, for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed to be directors by deputization of Ms. Hickok."
• "Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or for any other purpose."

Industry Context

The compensation of non-management directors with equity-based awards like Restricted Share Units (RSUs) is a common practice across various industries. This method aims to align the interests of the board members with those of the shareholders, encouraging long-term value creation. The structure where the economic benefit accrues to an investment fund, while the individual serves as a representative, is typical for directors appointed by significant institutional investors.

Comparison to Industry Standards

• The grant of RSUs as director compensation is a standard practice, comparable to compensation structures seen in many publicly traded companies across various sectors, including financial services and real estate technology.
• While specific comparable companies are not named in the filing, companies like Black Knight, Inc. (prior to acquisition), or other mortgage and real estate service providers often utilize similar equity-based compensation for their independent directors.
• The vesting condition tied to meeting attendance is also a common governance practice to ensure active board participation, aligning with best practices for director accountability.

Corporate Governance

Related Party Transactions

• The RSU grant to Mary Hickok, a Managing Director at Deer Park Road Management Company, LP, is considered a related party transaction as Deer Park is a 10% owner and has deputized directors on the Issuer's board. The economic benefit of Ms. Hickok's director compensation accrues to STS Master Fund, Ltd., an entity advised by Deer Park.

Stakeholder Impact

• Shareholders: The RSU grant represents potential future dilution upon vesting but also aims to align the interests of a significant shareholder's representative with long-term company performance.
• Directors: The compensation structure provides incentives for continued service and active participation on the board.

Next Steps

• The RSUs are scheduled to vest on the date of Altisource Portfolio Solutions S.A.'s 2026 Annual General Meeting of Shareholders, subject to Ms. Hickok's attendance at Board and committee meetings.

Key Dates

Recommendation

Keywords

Altisource Portfolio Solutions, ASPS, SEC Form 4, Restricted Share Units, RSU, Director Compensation, Beneficial Ownership, Insider Transaction, Deer Park Road Management, Corporate Governance