DEF 14A: Finance of America Companies Inc. Sets Date for Virtual Annual Stockholders Meeting

Finance of America Companies Inc. will hold its annual stockholders meeting virtually on May 13, 2024, to vote on director elections, executive compensation, and the ratification of its accounting firm.

Summary

• Finance of America Companies Inc. will hold its Annual Meeting of Stockholders on May 13, 2024, at 9:00 a.m. Eastern Time, in a virtual format.
• Stockholders of record as of March 18, 2024, are eligible to vote on three proposals.
• The proposals include the election of five director nominees, an advisory vote on executive compensation, and the ratification of BDO USA, P.C. as the independent registered public accounting firm for 2024.
• The board of directors recommends voting FOR all listed proposals.
• Voting can be done online, by telephone, or by mail, with deadlines specified for each method.
• The proxy statement and annual report are available online.
• The company had 96,561,759 vested shares of Class A Common Stock outstanding, 4,258,500 unvested shares of Class A Common Stock outstanding and 15 shares of Class B Common Stock outstanding as of March 18, 2024.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company is following standard corporate governance procedures.

Positives

• The company is committed to diversity, equity, and inclusion.
• The company offers comprehensive employee benefits and wellness resources.
• The company has adopted a Code of Business Conduct and Ethics that applies to all of its officers, directors and employees.
• The company has a formal written policy providing that persons meeting the definition of Related Person under Item 404(a) of Regulation S-K are not permitted to enter into a related party transaction with the Company without the approval of the Company's audit committee.

Negatives

• The company is a controlled company within the meaning of NYSE corporate governance standards, which means that stockholders will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.
• 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

• The company's Principal Stockholders control a majority of the combined voting power of all classes of the Company's stock entitled to vote generally in the election of directors.
• The company's payments under the Tax Receivable Agreements are expected to be substantial and there may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreements exceed the actual cash tax savings that the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreements and/or distributions to the Company by FoA Equity are not sufficient to permit the Company to make payments under the Tax Receivable Agreements after it has paid taxes.
• The company's Amended Promissory Notes contain restrictive covenants that limit, among other things, and in each case, subject to certain exceptions for transactions in the ordinary course of business, the ability of FoA Equity and certain of its subsidiaries, including the Guarantors, to incur additional indebtedness, repay indebtedness before its respective stated maturity, make restricted payments (including investments), sell or dispose of assets, incur liens and enter into certain transactions with affiliates.

Future Outlook

The company intends to conduct future advisory votes on the compensation of our named executive officers every year. The next advisory say-on-pay frequency vote is scheduled for 2028.

Industry Context

This proxy statement is a standard document for publicly traded companies, outlining the matters to be voted on at the annual meeting and providing information to stockholders to make informed decisions.

Comparison to Industry Standards

• The director compensation program, providing an annual package of $200,000, is generally in line with compensation packages offered by similarly sized public companies.
• The virtual format of the annual meeting is becoming increasingly common, offering cost savings and increased accessibility for stockholders, similar to trends seen across various industries.
• The company's related party transaction policies and procedures are consistent with industry best practices and regulatory requirements, ensuring transparency and accountability in dealings with related parties.

Related Party Transactions

• The company has entered into various transactions with related parties, including Blackstone and Brian L. Libman, as described in the proxy statement.
• These transactions include the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, AAG Transaction, Equity Investments, Tax Receivable Agreements, FoA Equity Amended and Restated Limited Liability Company Agreement, Senior Notes, and Working Capital Promissory Notes.

Stakeholder Impact

• The outcome of the votes at the Annual Meeting will impact the composition of the board of directors and executive compensation, which can affect shareholder value.
• The ratification of the independent accounting firm ensures the integrity of the company's financial reporting, which is important for investors and creditors.
• The company's commitment to diversity, equity, and inclusion can positively impact employees and the company's reputation.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals by the specified deadlines.
• The company will hold the Annual Meeting of Stockholders on May 13, 2024.
• The company will continue to monitor and update its corporate governance practices.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, Director Election, BDO USA, Voting, Finance of America