FOA.NYSEFinance of America Companies INC
DEF: Finance of America Companies Inc. Announces Annual Meeting of Stockholders
Sentiment:
Proxy Statement
Finance of America Companies Inc. will hold its Annual Meeting of Stockholders virtually on May 16, 2025, to vote on director elections, executive compensation, and auditor ratification.
Summary
- Finance of America Companies Inc. (FOA) will hold its Annual Meeting of Stockholders on May 16, 2025, at 9:00 a.m. Eastern Time, in a virtual format.
- Stockholders of record as of March 19, 2025, are entitled to vote on three proposals.
- The proposals include the election of six director nominees, an advisory vote on executive compensation, and the ratification of BDO USA, P.C. as the independent registered public accounting firm for 2025.
- The board of directors recommends voting FOR all listed proposals.
- Stockholders can vote online, by telephone, or by mail, with deadlines for advance voting set for May 15, 2025, at 11:59 p.m. Eastern Time.
- The company's board consists of seven directors, but will be reduced to six at the time of the Annual Meeting.
- The board has determined that Norma C. Corio and Messrs. Essex, Gardner, Lord, Pratcher and West qualify as independent directors under NYSE listing standards.
- As of December 31, 2024, FOA had 747 U.S.-based employees and 104 contractors in the Philippines.
- The company offers various employee benefits and wellness resources, including health insurance, 401(k) plans, and training programs.
Sentiment
Score: 6
Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and related proposals. The sentiment is neutral, with a focus on compliance and governance.
Positives
- The company is committed to good corporate governance, as reflected in its Corporate Governance Guidelines and Code of Business Conduct and Ethics.
- FOA offers comprehensive employee benefits and wellness programs.
- The board of directors includes several independent members.
- The company has a securities trading policy and hedging policy in place to promote compliance with insider trading laws.
- The company has a formal written policy regarding transactions with related persons.
Negatives
- The company is a controlled company, which means it is exempt from certain corporate governance requirements of the NYSE.
- The company has engaged in several transactions with related persons, which could present potential conflicts of interest.
- The company has significant obligations under Tax Receivable Agreements, which could negatively impact its liquidity.
- The company's securities trading policy prohibits company personnel and their related persons from engaging in any transactions involving any derivatives, including trading in futures and derivative securities, or hedging activities, including options, warrants, puts, call or other similar arrangements or instruments designed to hedge or offset decreases in the market value of securities, related to the Company's securities.
Risks
- Forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially.
- The company's obligations under the Tax Receivable Agreements could have a substantial negative impact on its liquidity.
- The company is subject to risks related to transactions with related persons.
- The company is subject to risks related to the AAG Transaction.
Future Outlook
The company provides forward-looking statements that are subject to risks and uncertainties, and cautions readers not to place undue reliance on them.
Industry Context
The document does not provide specific details on how this announcement relates to broader industry trends or competitors.
Related Party Transactions
- The company has engaged in several transactions with related persons, including those involving Blackstone and Brian L. Libman.
- These transactions include equity investments, senior notes, working capital promissory notes, and sales of business purpose loans and home improvement loans.
- The company has a formal written policy regarding transactions with related persons.
Stakeholder Impact
- Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
- Employees are affected by the company's benefits, training, and corporate responsibility initiatives.
- The company's performance and decisions impact its customers, suppliers, and creditors.
Next Steps
- Stockholders are encouraged to vote on the proposals before the deadlines.
- The company will hold its Annual Meeting of Stockholders on May 16, 2025.
- The company will file a registration statement on Form S-3, which is pending effectiveness as of the date of this Proxy Statement.
Key Dates
| Date | Description |
|---|---|
| 1995 | U.S. Private Securities Litigation Reform Act of 1995 |
| 2001 | Cory S. Gardner was Communications Director for the National Corn Growers Association from 2001 to 2002. |
| 2002 | Cory S. Gardner was General Counsel and Legislative Director to U.S. Senator Wayne Allard from 2002 to 2005. |
| 2004 | Kristen N. Sieffert began her reverse mortgage career in 2004 with Financial Freedom Senior Funding Corp. |
| 2005 | Cory S. Gardner was a member of the Colorado General Assembly from 2005 to 2011. |
| 2006 | Lance N. West joined Centerbridge in 2006. |
| 2007 | Tyson A. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. |
| December 2008 | Jeremy E. Prahm served as a Portfolio Manager and Director of Quantitative Solutions at Green Tree Investment Management from December 2008 to December 2015. |
| 2011 | Cory S. Gardner was a member of the U.S. House of Representatives from 2011 to 2015. |
| January 2012 | Kristen N. Sieffert joined the Company in January 2012. |
| 2013 | Brian L. Libman created FOA in 2013. |
| December 2013 | Graham A. Fleming joined the Company in December 2013. |
| January 1, 2015 | The UFG Holdings LLC Management Long-Term Incentive Plan (the MLTIP) was established by UFG Holdings LLC (UFG), the Companys predecessor holding company, on January 1, 2015. |
| 2015 | Kristen N. Sieffert has served as President of the Companys subsidiary, Finance of America Reverse LLC (FAR) since 2015. |
| December 2, 2015 | The Company entered into a salary continuation agreement with Jeremy E. Prahm on December 2, 2015. |
| September 2016 | Lauren E. Richmond joined the Company in September 2016. |
| 2017 | Tyson A. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. |
| June 2019 | Lauren E. Richmond has served as General Counsel and Secretary of each of the Companys operating subsidiaries since June 2019. |
| June 2019 | FOA Equity (through its predecessor UFG) entered into two Revolving Working Capital Promissory Notes (the Original Promissory Notes) with certain entities affiliated with Blackstone and Brian L. Libman, respectively (such entities, the Noteholders). |
| October 12, 2020 | UFG adopted the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the A&R MLTIP), effective as of the date the Transaction Agreement was executed, which amended and restated the MLTIP. |
| October 12, 2020 | The Company entered into an LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), dated as of October 12, 2020, by and among the Company, FOA Equity, and the Original Unitholders, including the Principal Stockholders. |
| October 2020 | Graham A. Fleming served as President from October 2020 to April 2023. |
| November 5, 2020 | Finance of America Funding LLC (FOAF), a direct subsidiary of FOA Equity, issued $350.0 million aggregate principal amount of 7.875% senior unsecured notes due 2025 (the 2025 Unsecured Notes). |
| April 1, 2021 | The Company became a public company as a result of a series of transactions pursuant to which Replay Acquisition Corp. (Replay) combined with Finance of America Companies Inc. (the Business Combination). |
| April 1, 2021 | Brian L. Libman has served as the Chairman of our board of directors since April 1, 2021. |
| April 1, 2021 | Norma C. Corio joined the Companys board of directors on April 1, 2021. |
| April 1, 2021 | Tyson A. Pratcher joined the Companys board of directors on April 1, 2021. |
| April 1, 2021 | Lance N. West joined the Companys board of directors on April 1, 2021. |
| April 1, 2021 | Robert W. Lord joined the Companys board of directors on April 1, 2021. |
| April 2021 | Jeremy E. Prahm was appointed as Chief Investment Officer of the Company in April 2021. |
| April 2021 | Lauren E. Richmond served as General Counsel and Secretary of the Company from April 2021 to September 2022. |
| April 5, 2021 | The Company began trading under the symbol FOA on the New York Stock Exchange on April 5, 2021. |
| January 1, 2022 | The Absolute Share Limit is automatically increased on the first day of each fiscal year commencing on January 1, 2022. |
| April 2022 | Kristen N. Sieffert has served as Head of Enterprise Consumer Direct at Finance of America Holdings LLC since April 2022. |
| July 1, 2022 | Mr. Fleming was elected Interim Chief Executive Officer effective July 1, 2022, succeeding Particia L. Cook. |
| August 2022 | Ms. Corio retired from One Equity Partners (OEP) where she served as a Senior Managing Director in August 2022. |
| September 2022 | Lauren E. Richmond was appointed Chief Legal Officer, General Counsel and Secretary of the Company in September 2022. |
| December 6, 2022 | Finance of America Reverse LLC (FAR), an indirect subsidiary of the Company, the Company acquired a majority of the assets and certain of the liabilities of American Advisors Group, a California corporation (AAG/Bloom, NKA Bloom Retirement Holdings Inc.). |
| December 6, 2022 | The Company issued and sold 1,086,956 shares of Company Class A Common Stock (accounting for adjustment for the Companys 10:1 reverse stock split effective on July 25, 2024) to each of (i) BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P. and BTO Urban Holdings II L.P. (collectively, the Blackstone Investor) and (ii) Libman Family Holdings, LLC (together with the Blackstone Investor, the Investors). |
| March 2023 | The Company terminated this borrowing in March 2023. |
| March 31, 2023 | Through Finance of America Reverse LLC (FAR), an indirect subsidiary of the Company, the Company acquired a majority of the assets and certain of the liabilities of American Advisors Group, a California corporation (AAG/Bloom, NKA Bloom Retirement Holdings Inc.). |
| April 1, 2023 | Ms. Sieffert received a base salary increase in connection with Ms. Siefferts appointment as President of the Company, increasing her base salary from $400,000 to $650,000. |
| April 5, 2023 | Graham A. Fleming was appointed as our Chief Executive Officer effective April 5, 2023. |
| April 5, 2023 | Kristen N. Sieffert was appointed to President of the Company in April 2023. |
| January 30, 2024 | The Original Promissory Notes were further amended (each such note as amended, an Amended Promissory Note) to provide for an aggregate amount of permitted borrowings of $85.0 million and a maturity date of May 25, 2025. |
| May 13, 2024 | The amount reflects the aggregate grant date fair value of the stock awards granted on May 13, 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, based on the closing price of our Class A Common Stock on the grant date. |
| July 25, 2024 | Accounting for adjustments for the Companys 10:1 reverse stock split effective on July 25, 2024. |
| October 31, 2024 | FOAF completed an exchange with certain existing noteholders of the 2025 Unsecured Notes (the Exchange Transaction). |
| October 31, 2024 | In connection with the issuance of the Exchangeable Secured Notes, the Company, FOAF and U.S. Bank Trust Company, National Association, as trustee, entered into a registration rights agreement, dated as of October 31, 2024, pursuant to which the Company agreed to register the shares of Class A Common Stock deliverable upon exchange of the Exchangeable Secured Notes. |
| November 4, 2024 | Additional details about the Exchange Transaction are contained in our Current Report on Form 8-K, filed with the SEC on November 4, 2024. |
| November 6, 2024 | The Company made its financial results for the quarter ended September 30, 2024 publicly available via a press release and earnings call on November 6, 2024, prior to the date the option awards were granted. |
| November 7, 2024 | Mr. Fleming, Ms. Sieffert and Mr. Prahm each received a grant of 200,000, 150,000 and 200,000 options to purchase FOA Units exchangeable for shares of Class A Common Stock, respectively (Options). |
| November 8, 2024 | The Q3 2024 Quarterly Report was filed on November 8, 2024. |
| November 30, 2026 | The Options vest on November 7, 2026, the second anniversary from the date of grant (subject to the named executive officers continued employment on the vesting date), are exercisable for a period ending on November 7, 2029, five years from the date of grant, and have an exercise price of $25.00 per Option. |
| November 7, 2029 | The Options vest on November 7, 2026, the second anniversary from the date of grant (subject to the named executive officers continued employment on the vesting date), are exercisable for a period ending on November 7, 2029, five years from the date of grant, and have an exercise price of $25.00 per Option. |
| March 14, 2025 | References to risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the SEC) on March 14, 2025. |
| March 19, 2025 | Stockholders as of the close of business on March 19, 2025 (the Record Date) may vote at the Annual Meeting or any postponement or adjournment thereof. |
| March 19, 2025 | Andrew Essex joined the Companys board of directors on March 19, 2025. |
| March 19, 2025 | Cory S. Gardner joined the Companys board of directors on March 19, 2025. |
| March 27, 2025 | On or about March 27, 2025, we distributed or made available, as the case may be, this Proxy Statement, and our Annual Report for the fiscal year ended December 31, 2024 (referred to as the Proxy Materials), notifying each stockholder entitled to vote at the Annual Meeting how to vote. |
| May 15, 2025 | Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 15, 2025, for the voting of shares held by stockholders of record as of the Record Date. |
| May 15, 2025 | Proxy cards with respect to shares held of record must be received no later than 11:59 p.m., Eastern Time, on May 15, 2025. |
| May 16, 2025 | Finance of America Companies Inc.s Annual Meeting of Stockholders to be held on Friday, May 16, 2025, at 9:00 a.m., Eastern Time. |
| March 17, 2026 | To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Finance of America Companies Inc.s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2026. |
| November 27, 2025 | To be eligible under the SECs stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 2026 Annual Meeting, a proposal must be received by our Secretary on or before November 27, 2025. |
| January 16, 2026 | To make a director nomination or present other business for consideration at the 2026 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholders notice must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after January 16, 2026, but not later than February 15, 2026. |
| February 15, 2026 | To make a director nomination or present other business for consideration at the 2026 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholders notice must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after January 16, 2026, but not later than February 15, 2026. |
| 2028 | The next advisory say-on-pay frequency vote is scheduled for 2028. |
Keywords
Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Director Election, BDO USA, Stockholders, Corporate Governance, Finance of America
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.