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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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April 3, 20188, 2019

Dear Fellow Shareholder:

On behalf of the Board of Directors, we cordially invite you to attend the Annual Meeting of Shareholders of Altisource Portfolio Solutions S.A. (the "Annual Meeting"), which will be held at ourthe registered office of the Company located at 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg on Tuesday,Monday, May 15, 2018,20, 2019, at 9:00 a.m. Central European Time. The accompanying materials provide further details regarding admission to the Annual Meeting as well as the business to be conducted at the meeting.

It is very important that you be represented at the Annual Meeting regardless of the number of shares you own or whether you are able to attend in person. If you are a shareholder of record (that is, you hold your shares in your name as a holder of record with our transfer agent), you may authorize your proxy by the Internet, by telephone or by mail as described in the accompanying materials. If you hold your shares through a bank or broker, please follow the voting instructions you receive from your bank or broker. This will not prevent you from voting in person but will ensure that your vote is counted if you are unable to attend.

Thank you for your support of and interest in Altisource Portfolio Solutions S.A.

Sincerely,	​
	​
Timo Vättö Chairman of the Board of Directors	​	William B. Shepro Chief Executive Officer and Director

Sincerely,

William B. Shepro

Chief Executive Officer and Director

40, avenue Monterey, L-2163 Luxembourg, +352 2469 7900

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.

PROXY STATEMENT

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.
40, avenue Monterey
L-2163 Luxembourg City
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 72 391

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 201820, 2019

NOTICE

Our Annual Meeting of Shareholders ("Annual Meeting") will be held:

PURPOSE

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To elect six (6)four (4) Directors until the next annual meeting of shareholders or until their respective successors have been elected and qualified;



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To approve the appointment of Mayer Hoffman McCann P.C. to be our independent registered certified public accounting firm for the year ending December 31, 20182019 and the appointment of Atwell S.à r.l. to be our certified auditor (Réviseur d'Entreprises) for the same period;



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To approve Altisource Portfolio Solutions S.A.'s unconsolidated annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg (the "Luxembourg Annual Accounts") for the year ended December 31, 20172018 and Altisource Portfolio Solutions S.A.'s consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") including a footnote reconciliation of equity and net income to International Financial Reporting Standards ("IFRS") (the "Consolidated Accounts" and, together with the Luxembourg Annual Accounts, the "Luxembourg Statutory Accounts") as of and for the year ended December 31, 2017;2018;



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To receive and approve the Directors' reports for the Luxembourg Statutory Accounts for the year ended December 31, 20172018 and to receive the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period;



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To allocate the results in the Luxembourg Annual Accounts for the year ended December 31, 2017;2018;



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To discharge each of the Directors of Altisource Portfolio Solutions S.A. for the performance of their mandates for the year ended December 31, 20172018 and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period;



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To renew our share repurchase program such that Altisource Portfolio Solutions S.A. is authorized, for a period of five years from the date of the Annual Meeting,ratify changes to repurchase up to twenty-five percent (25%) of the outstanding shares of its common stock (as of the close of business on the date of the Annual Meeting) at a minimum price of one dollar ($1.00) per share and a maximumnon-management Directors' compensation;

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price of five hundred dollars ($500.00) per share, with the maximum price to be adjusted for any stock splits and reverse stock splits;

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To approve changes to non-management Directors' compensation;



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To approve, on an advisory (non-binding) basis, the compensation of Altisource's named executive officers as disclosed in the proxy statement ("Say-on-Pay"); and



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To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

PROCEDURES

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Our Board of Directors has fixed March 21, 201822, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.



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Only shareholders as of the close of business on the record date will be able to vote at the Annual Meeting. In order to be admitted to the meeting, each shareholder will be asked to present proof of share ownership as of the record date and valid government-issued photo identification. If your shares are held in "street name" by a bank or broker, you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting.Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance of the meeting pursuant to the instructions listed in the accompanying materials so that your vote will be counted if you are unable to attend the Annual Meeting.



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The proxy statement for our Annual Meeting and our annual report to shareholders on Form 10-K for the year ended December 31, 20172018 are available on our website under Investor Relations-Financial Information athttp://ir.altisource.com/financials.cfm. In accordance with Securities and Exchange Commission ("SEC") rules, you may also access our proxy statement and annual report athttp://www.proxyvote.com, a website that does not identify or track visitors to the site, by entering the Control Number found on your Notice and Access Card, your proxy card or your email notification, as applicable, in the space provided.applicable.



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Although Luxembourg law does not require a quorum for the conduct of business at the Annual Meeting, in accordance with the requirements of the NASDAQ listing standards, we have established that the presence at the Annual Meeting of holders of at least thirty-three and one-third percent (33¹/3%) of our issued and outstanding shares of common stock able to be voted, whether represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.



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The Luxembourg Statutory Accounts, the Directors' reports for the Luxembourg Statutory Accounts, the report of the certified auditor (Réviseur d'Entreprises) onfor the Consolidated Accounts and the report of the supervisory auditor (Commissaire aux Comptes) onfor the Luxembourg Annual Accounts will be available for inspection at our registered office from May 5, 20186, 2019 until the conclusion of the Annual Meeting. Beginning May 5, 2018,6, 2019, copies will also be available to any shareholder who

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requests them by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg.

By Order of the Board of Directors,

	​
Kevin J. Wilcox Corporate Secretary	​
April 3, 20188, 2019 Luxembourg City, Grand Duchy of Luxembourg	​

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General Information

We have made this proxy statement available to you on or about April 3, 20188, 2019 as a holder of common stock of Altisource Portfolio Solutions S.A. ("Altisource" or the "Company") because our Board of Directors is soliciting your proxy to be used at our 2018 Annual Meeting, and any adjournment or postponement thereof. The Annual Meeting will be held at our registered office located at 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg on Tuesday,Monday, May 15, 201820, 2019, at 9:00 a.m. Central European Time for the purposes listed in the Notice of Annual Meeting of Shareholders.

Internet Availability of Proxy Materials

As in prior years,Consistent with historical practice, we are using the "Notice and Access" method of furnishing proxy materials to our beneficial shareholders via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we reduce the environmental impact of our Annual Meetingthe meeting and save costs. On April 3, 2018,8, 2019, we commenced mailing Notices of Internet Availability of Proxy Materials (the "Notices") to participating shareholders. The Notice contains instructions about how to access our proxy materials. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will receive an email with links to the online proxy materials. If you previously requested to receive paper copies of the proxy materials by mail, you will receive the proxy materials by mail until you elect otherwise.

Shareholders of record will receive a paper copy of the proxy materials by mail unlessexcept to the extent they previously requested delivery of proxy materials electronically. The proxy card included with the proxy materials contains instructions on how to request electronic delivery of future proxy materials.

Who May Vote

You are entitled to vote at the Annual Meeting, and any adjournment or postponement thereof, if you are a holder of our common stock at the close of business on March 21, 2018.22, 2019. At the close of business on March 21, 2018,22, 2019, there were 17,399,79216,308,607 shares of common stock issued, outstanding and able to be voted, and there was no other class of equity securities outstanding. Each share of our common stock is entitled to one (1) vote at the Annual Meeting on all matters properly presented for a vote.

Voting Procedures

If you are a shareholder of record, which means you hold your shares through an account with our transfer agent, American Stock Transfer & Trust Company, LLC, you may vote by one of the following three options for voting before the Annual Meeting:

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Over the Internet, athttp://www.proxyvote.com, by following the instructions on your proxy card or the instructions that you received by email;



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By telephone; or



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By completing, dating, signing and returning a proxy card by mail.

If you are a beneficial holder, meaning you hold your shares in "street name" through an account with a bank or broker, please follow the voting directions on the voting instruction form that your bank or broker provides to you. Your ability to vote over the Internet or by telephone depends on the voting procedures of your bank or broker.

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If you plan to vote over the Internet or by telephone, your voting instructions must be received no later than 9:59 p.m. Central European Time (3:59 p.m. Eastern Time) on Monday, May 14, 201819, 2019 in order to allow sufficient time to tabulate the votes prior to the start of the meeting.

Shareholders may also vote in person at the Annual Meeting. All shareholders must present valid government-issued photo identification to vote at the meeting. If your shares are held by a bank or broker, you must also obtain and present a "legal proxy" from the holder of record to vote at the meeting. For specific instructions, please refer to the proxy card, Notice or email notification you receive.

Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance of the meeting in one of the manners available to you so that your vote will be counted if you later are unable to attend the Annual Meeting.

How a Proxy Works

If you properly submit your proxy to Altisource and do not revoke it prior to its use, it will be voted in accordance with your instructions. Other than as discussed below with respect to "broker non-votes," if no contrary instructions are given, each proxy received for the Annual Meeting will be voted "FOR" each of the nominees for Director named in this proxy statement and "FOR" each of the other proposals identified in the agenda for the Annual Meeting; and with regard to any other business that properly comes before the meeting,Annual Meeting, each proxy will be voted in accordance with the discretion of the persons appointed as proxies.

If the shares you own are held by a bank or broker and you do not provide specific voting instructions to your bank or broker on a "non-routine" item as defined by the New York Stock Exchange, the bank or broker will be prohibited from voting your shares. This is commonly referred to as a "broker non-vote." All of our proposals other than the proposals related to the appointment of our independent registered certified public accounting firm and certified auditor our annual accounts and our share repurchase programLuxembourg Annual Accounts are expected to be "non-routine" proposals; therefore, if you do not instruct your bank or broker how to vote your shares with respect to thesenon-routine proposals, your shares will not be counted.voted.

How to Revoke a Proxy

Your proxies may be used only at the Annual Meeting and any adjournment or postponement thereof, and will not be used for any other meeting. You have the power to revoke your proxy at any time before it is exercised by:

•

delivering written notice to our Corporate Secretary at the following address prior to the Annual Meeting:

Kevin J. Wilcox, Corporate Secretary
Altisource Portfolio Solutions S.A.
40, avenue Monterey
L-2163 Luxembourg City
Grand Duchy of Luxembourg;

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submitting a properly executed proxy bearing a later date prior to the Annual Meeting; or



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appearing at the Annual Meeting and giving the Corporate Secretary notice of your intention to vote in person.

Quorum and Voting Information

Although Luxembourg law does not require a quorum for the conduct of business at the Annual Meeting, in accordance with the requirements of the NASDAQ listing standards, the Company has established that the presence at the Annual Meeting of holders of at least thirty-three and one-third percent (33¹/3%) of our

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issued and outstanding shares of common stock able to be voted, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Assuming a quorum, the six (6)four (4) nominees for Director will be elected as Directors of Altisource at the Annual Meeting so long as the votes cast in favor of each such person exceed the votes cast against such person. You may vote for, against or abstain from voting for one (1) or more nominees for Director.

The following Annual Meeting proposals will be approved if the votes cast in favor of the action exceed the votes cast against the action: the proposal to approve the appointment of Mayer Hoffman McCann P.C. ("Mayer Hoffman") to be our independent registered certified public accounting firm for the year ending December 31, 20182019 and Atwell S.à r.l. ("Atwell") to be our certified auditor (Réviseur d'Entreprises) for all statutory accounts as required by Luxembourg law for the same period; the proposal to approve the Luxembourg Statutory Accounts as of and for the year ended December 31, 2017;2018; the proposal to receive and approve the Directors' reports for the Luxembourg Statutory Accounts for the year ended December 31, 20172018 and to receive the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period; the proposal to allocate the results in the Luxembourg Annual Accounts for the year ended December 31, 2017;2018; the proposal to approve the discharge of each of the Directors of Altisource Portfolio Solutions S.A. for the performance of their mandatemandates during the year ended December 31, 20172018 and of the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period; the proposal to approve the renewal of our share repurchase program whereby Altisource Portfolio Solutions S.A. is authorized, for a period of five years, to repurchase up to twenty-five percent (25%) of the outstanding shares of its common stock (as of the close of business on the date of the Annual Meeting) at a minimum price of one dollar ($1) per share and a maximum price of five hundred dollars ($500) per share, with the maximum price to be adjusted for any stock splits and reverse stock splits; the proposal to approveratify changes to non-management Directors' compensation; the advisory vote to approve the compensation of Altisource's named executive officers as disclosed in the Proxy Statement ("Say-on-Pay"); and any other matter properly submitted for your consideration at the Annual Meeting. While our Board of Directors intends to carefully consider the shareholder votes resulting from the Say-on-Pay proposal, the final vote will not be binding on us and is advisory in nature.

Any other matter properly submitted for your consideration will be approved with such vote as required by Luxembourg law. Abstentions will not be counted in determining the votes cast in connection with the proposals in the agenda of the Annual Meeting.

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Our Articles of Incorporation provide that our Board of Directors shall consist of no less than three (3) and no more than seven (7) members, with the exact number to be decided by our shareholders.

We are proposing the six (6)four (4) nominees listed below for election as Directors at the Annual Meeting until the next annual meeting of shareholders or until their respective successors have been elected and qualified and subject to their earlier death, resignation or removal.

On March 25, 2019 and March 26, 2019, W. Michael Linn and Timo Vättö, respectively, informed the Company that they will not stand for re-election as Directors at the Annual Meeting. There are no disagreements between Messrs. Vättö and Linn and the Company regarding any matter relating to the Company's operations, policies or practices.

With Altisource simplifying its business model (including exiting certain businesses) and reducing costs to improve margins and better align its cost structure with anticipated revenues through our Project Catalyst restructuring plan, the Board of Directors determined that it is an appropriate time and in the best interests of the Company and our shareholders to transition to a smaller Board and not nominate any additional persons as Directors at this time.

All nominees currently serve as our Directors. There are no arrangements or understandings between any nominee and any other person for selection as a nominee.

If any nominee is unable or unwilling to stand for election at the time of the Annual Meeting, the shares represented by a validly executed proxy will be voted for the election of such other person as the Board of Directors may recommend in his place, unless the Board of Directors chooses to reduce the number of Directors serving on the Board. At this time, our Board of Directors knows of no reason why any of the nominees would not be able or willing to serve as Director if elected.

The following table sets forth certain information concerning each of our nominees for Director:

If our nominees for Director are elected, we believe that the proposed Board composition will be well-balanced in terms of length of Director tenure between more experienced Directors (Messrs. Müller-Ineichen and Shepro were appointed in July 2009) and newly appointed Directors (Messrs. Morettini and Burg were appointed in May 17, 2017 and September 2018, respectively), while also providing the date of his initial electionopportunity to refresh the composition and leadership of the Board and certain Committees, including the Compensation Committee, of Directors

The principal occupation for the last five (5) years and additional biographical information of each nominee for Director are set forth below.

All nominees for Director bring a wealth of leadership experience derived from their service in executive and managerial roles as well as extensive board experience.

Timo Vättö.which Mr. Vättö was appointed tois currently the Board of Directors of Altisource in August 2009, as Lead Independent Director in May 2014 and as Chairman, of the Board of Directors in January 2015. He is the founder and owner of Cundo Management AG, a provider of independent corporate advisory services, which was founded in November 2008. Mr. Vättö serves as Chairman of the Board of Directors of Evalueserve Ltd, a privately held global professional services provider offering research, analytics and data management services. He also serves on the Board of Directors of IHAG Holding AG, a family-owned company that holds a diversified portfolio of majority and minority shareholdings in a variety of sectors, on the Board of Directors of Rettig Group, a privately held investment company, and as Chairman of the Board of Directors of KYC Exchange Net AG, a privately held company that provides a secure platform for Know Your Customer and Customer Due Diligence purposes. Previously, Mr. Vättö was employed by Citigroup in Switzerland and the U.S. for almost twenty years in senior client coverageNomination/Governance Committee and business head roles within Corporate and Investment Banking, most recently as HeadCompliance Committee, of Swiss Investment Banking. In addition, fromwhich Mr. Linn is currently the Chairman.

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2004The principal occupation for the last five (5) years and additional biographical information of each nominee for Director are set forth below. All nominees for Director bring a wealth of leadership experience derived from their service in executive and managerial roles as well as their board experience.

Scott E. Burg.    Mr. Burg was appointed to 2009, Mr. Vättö served as a member of the Board of Directors including asof Altisource in September 2018. Mr. Burg is the Chief Investment Officer and a memberManaging Partner of Deer Park Road Management Company, LP ("Deer Park"), an investment management company, where he is responsible for the Audit Committee,firm's portfolios and portfolio risk management. Prior to joining Deer Park in August 2010, Mr. Burg was a Principal at General Capital Partners, where he advised middle-market companies in distressed situations. Mr. Burg also worked at Pursuit Partners, a $550 million fixed-income hedge fund, where he analyzed residential mortgage-backed securities, and he founded The Murray Hill IPS (later Clayton IPS; now MountainView IPS), a world-wide leader in the valuation of Citibank (Switzerland) AG, part of Citigroup's Wealth Management Business.difficult-to-price assets. Mr. VättöBurg holds a MasterBachelor of Science in Economicsfrom the University of Colorado and a Master of Business Administration from the University of TampereDenver's Daniels College of Business.

As Chief Investment Officer and Managing Partner of Deer Park, Mr. Burg has financial expertise and deep experience in Finland.

Mr. Vättö's experience with Cundo Management AGbusiness advisory services and Citigroupasset management, including real estate and mortgage-related investments, that makes him financially literate and qualifies him as a financial expert as defined by NASDAQ listing standards and SEC rules, and his knowledge ofrules. Deer Park's position as an investor in the financial services industry provides the Board of DirectorsCompany has provided Mr. Burg with subject matter expertise. Through his eight plus years of service on our Board of Directors, Mr. Vättö has developed a thorough understanding of our business and industry.

Orin S. Kramer.    Mr. Kramer was appointed tounique insight into the Board of Directors of Altisource in August 2016. Mr. Kramer manages Boston Provident, L.P., a private investment fund founded in 1992. He has served as Chairman of the New Jersey State Investment Council from 2002 to 2010, Chairman of the Robert F. Kennedy Center from 2009 to 2013, and in his region as Chairman of the Community Chest from 1998 to 2007. Mr. Kramer serves on the Board of the National Park Foundation and on the Board of the Climate Reality Project, chaired by former Vice President Gore, since 2004. Mr. Kramer has also served on the boards of a number of financial services firms, both public and private.

In 2011, Mr. Kramer was appointed to the New York State Council of Economic and Fiscal Advisors by Governor Cuomo. In 2007, he was appointed by the Pennsylvania State Treasurer as a member of the Financial Asset Management Commission, which reviewed the State's investment practices. In 1995, he was designated by the Secretary of Treasury to serve as a member of the Advisory Commission on Financial Services. He was named by President Clinton as a member of the Commission to Study Capital Budgeting. In 1992, he served as a coordinator of President-elect Clinton's transition team on financial services issues. In 1990, he was appointed by the Governor of California as Executive Director of the California Commission on Ratemaking for Workers Compensation Insurance. In 1986, he served as Vice-chairman and Executive Director of a special commission appointed by Governor Cuomo to study the liability insurance crisis and civil justice reform and he co-authored the New York DeWind Commission report on product deregulation for banks. Mr. Kramer has published two books and a number of studies on the financial services industry. He has taught financial institutions law at Columbia Law School.

From 1981 to 1983, Mr. Kramer was a member of the Financial Institutions group at the management-consulting firm of McKinsey & Co. From 1977 to 1981, he served as Associate Director of the White House Domestic Policy Staff. Previously, Mr. Kramer had been an associate with the law firm of Simpson Thacher & Bartlett and Executive Director of the New York State Commission on Living Costs and the Economy. He received a Bachelor of Arts from Yale College and a Juris Doctor from Columbia Law School.

Mr. Kramer has over thirty-five years of experience in various public sector roles in the financial services industry. With his extensive experience in business advisory services and investment activity and his deep knowledge of the financial services industry, Mr. Kramer offers both financial expertise and a valuable perspective on government, regulation and risk management.

W. Michael Linn.    Mr. Linn was appointed to the Board of Directors of Altisource in May 2011. Mr. Linn also serves as a Board member of Panua Partners in Hope, a charitable organization dedicated to demonstrating a cost effective methodology for eliminating multigenerational poverty. In addition, Mr. Linn is a private investor in energy-related industries. Mr. Linn previously served as President and Chief Executive Officer of Greensleeves, LLC from January 2010 to April 2014. He also served on the Board of Directors of National Lime and Stone from 1994 through 2012. Mr. Linn served on the Board of Directors of Ocwen Financial Corporation ("Ocwen") from August 2002 to May 2008 and as the Executive Vice President of Sales and Marketing of Ocwen from February 2004 to May 2007. Prior to joining Ocwen, Mr. Linn served on the Board of Directors and as the Executive Vice President of Sales and Marketing of Solomon

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Software, Inc., a corporation now owned by Microsoft Corporation. He has also served on the Board of Directors and as President and Chief Executive Officer of Saunders, Inc., a venture backed, privately held financial services and technology solutions company. Mr. Linn holds a Bachelor of Arts from Harvard College and a Master of Business Administration from Harvard University.

Mr. Linn's extensive experience in rolling out emerging technologies and in the development of strategic relationships brings valuable operational, sales and strategic expertise to our Board of Directors. Furthermore, Mr. Linn is financially literate and qualifies as a financial expert as defined by NASDAQ listing standards and SEC rules. Through his six plus years of service on our Board of Directors, Mr. Linn has developed a thorough understandinginterests of our business and industry.long-term investors.

Joseph L. Morettini.    Mr. Morettini was appointed to the Board of Directors of Altisource in May 2017. Mr. Morettini served as Partner of Deloitte & Touche LLP ("Deloitte") from 1989 until his retirement in 2015, and in various positions with Deloitte from 1984 to 1989. During his tenure at Deloitte, his client responsibilities included companies in the financial services and mortgage servicing industries in addition to various public companies from small market capitalization to large market capitalization.capitalization, and he was the external audit partner assigned to Altisource from August 2009 to February 2014. Mr. Morettini also served on the Board of Directors and as Audit Committee Chairman of TechBridge, an Atlanta, Georgia based nonprofit organization, from 2003 to 2005. Mr. Morettini holds a Bachelor of Arts in Liberal Arts and Sciences from the University of Illinois and a Master of Accountancy from Western Illinois University. Mr. Morettini is a Certified Public Accountant.

Mr. Morettini's extensive experience with large financial institutions and public corporations in the financial services and mortgage servicing industries and his over thirty years of experience with Deloitte provide the Board of Directors with valuable insight from an accounting and audit perspective. Mr. Morettini is financially literate and qualifies as a financial expert as defined by NASDAQ listing standards and SEC rules.

Roland Müller-Ineichen.    Mr. Müller-Ineichen was appointed to the Board of Directors of Altisource in July 2009. He also serves on the Board of Directors of Bank Arner SA, a provider of private banking services based in Lugano, Switzerland; of SWA Swiss Auditors AG, a private company based in Freienbach, Switzerland that provides auditing and consulting services for financial institutions in Switzerland; of Citibank (Switzerland) Ltd. based in Zurich and Geneva, Switzerland, a subsidiary of Citigroup that provides private banking services to High Net Worth individuals; and of Sberbank (Switzerland) Ltd, based in Zurich, Switzerland, a subsidiary of Sberbank Russia, offering trade finance, trading and corporate banking services.services; and of Habib Bank AG Zurich, a provider of corporate, personal, private, and correspondent banking products based in Zurich. In addition, from May 2010 to September 2011, Mr. Müller-Ineichen served as a member of the Board of Directors of Absolute Private Equity AG, a Switzerland-based investment company. Mr. Müller-Ineichen served as a Partner with KPMG Switzerland and KPMG Europe LLP where he was the lead partner on audits of national and international Banks, Security Dealers and Fund Management Companies. Mr. Müller-Ineichen began working in the Zurich office of KPMG in June 1995 as a Senior

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Manager in the audit department focused on the banking and financial services industries and served as a Partner from January 1999 until his retirement in December 2008. Prior to joining KPMG, Mr. Müller-Ineichen progressed through various audit and managerial roles with Switzerland-based financial institutions. Mr. Müller-Ineichen is a Swiss Certified Public Accountant. He completed a commercial and banking business apprenticeship with UBS in 1980. Mr. Müller-Ineichen holds a Business Commerce degree.

Mr. Müller-Ineichen's past employment experience provides the Board of Directors with accounting expertise, and his experience in the financial services industry provides the Board of Directors with valuable strategic and financial insights. Furthermore, Mr. Müller-Ineichen is financially literate and qualifies as a financial expert as defined by NASDAQ listing standards and SEC rules. Through his eightnine plus years of service on our Board of Directors, Mr. Müller-Ineichen has developed a thorough understanding of our business and industry.

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William B. Shepro.    Mr. Shepro was appointed Chief Executive Officer and to the Board of Directors of Altisource in July 2009. Mr. Shepro previously served as the President and Chief Operating Officer of Ocwen Solutions, a business unit of Ocwen.Ocwen Financial Corporation ("Ocwen"). From 2003 to 2009, he served as President of Global Servicing Solutions, LLC, a joint venture between Ocwen and Merrill Lynch. Mr. Shepro also held the positions of Senior Vice President of Ocwen Recovery Group and Senior Vice President, Director and Senior Manager of Commercial Servicing at Ocwen. He joined Ocwen in 1997. Mr. Shepro also serves on the Boards of certain of Altisource's subsidiaries.subsidiaries and Lenders One, a national alliance of mortgage bankers managed by a subsidiary of Altisource. He holds a Bachelor of Science in Business from Skidmore College and a Juris Doctor from the Florida State University College of Law.

Mr. Shepro's day-to-day leadership and intimate knowledge of our business and operations provide the Board of Directors with Company-specific experience and expertise. Furthermore, Mr. Shepro's legal background and operational experience in the financial technology and residential and commercial mortgage servicing industries provide the Board of Directors with valuable strategic, industry and operational insights.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR

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Meetings of the Board of Directors

The Board of Directors plays an active role in overseeing the Company's business and representing the interests of the Company and its shareholders. Directors generally attend all meetings of the Board of Directors and all meetings of Committees on which they serve. Directors are also consulted for advice and counsel between formal meetings.

Our Board of Directors met thirteen (13)twenty (20) times in 2017. The average attendance2018. During 2018, each of all incumbentour Directors at Board and Committee meetings in 2017 was ninety-eight percent (98%), and each Director attended at least seventy-five percent (75%) of the total number of meetings100% of the Board meetings and meetings of the Committees on which they served.served, in each case during their period of service.

Although we do not have a formal policy regarding Director attendance at our annual meetings of shareholders, our Directors generally attend. All of the then-incumbent members of our director nominees for 2017Board of Directors attended our 20172018 annual meeting of shareholders, except Mr. Kramer who was unable to attend due to a personal matter.shareholders.

Independence of Directors

Our Corporate Governance Guidelines provide that a majority of our Directors must qualify as independent Directors under NASDAQ listing standards and applicable law.

Our Board of Directors annually reviews the direct and indirect relationships that the Company has with each Director. The purpose of this review is to determine whether any transactions or relationships are inconsistent with a determination that the Director is independent. Only those Directors who are determined by our Board of Directors to have no material relationship with Altisource are considered independent. This determination is based in part on the analysis of questionnaire responses that follow the independence standards and qualifications established by NASDAQ and applicable law. The Board of Directors also considers beneficial ownership of our common stock by each of the Directors, as set forth under "Security Ownership of Certain Beneficial Owners and Management," although our Board of Directors generally believes that stock ownership tends to further align a Director's interests with those of our other shareholders. Please see "Minimum Stock Ownership Requirements" under the Board of Directors Compensation section for additional information.

The Board of Directors has determined that all of our current Directors other than Mr. Shepro are independent under NASDAQ listing standards. Mr. Shepro is deemed not to be independent because he serves as the Chief Executive Officer of Altisource.

Executive Sessions of Independent Directors

Our Independent Directors met in executive session of the Board of Directors without management four (4) times in 2018.

Board Leadership Structure

Our Corporate Governance Guidelines also provide that the Board may appoint a lead independent director unless the Chairman of the Board is an independent director. Mr. Vättö, an independent Director, is the Chairman and, as a result, we do not currently have a lead independent director.

Executive Sessions of Independent Directors

Our Independent Directors met in executive session of If our nominees for Director are elected, the Board of Directors without management five (5) times in 2017.

Board Leadership Structure

The Board of Directors currently believes that separatingwould assess what would be the positions of Chief Executive Officer and Chairman is themost appropriate structure for the Company's needs. The Board periodically reviews the leadership structure, including which Director nominee should serve as Chairman and may make changes in the future aswhether it deems towould be in the best interests of the Company and our shareholders at such time.to appoint a lead independent director.

Committees of the Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee, a Compliance Committee, a Nomination/Governance Committee and an Executive Committee. Except as otherwise

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The Chief Executive Officer is responsible for our day-to-day operations and for formulating and executing our long-term strategy in collaboration with the Board of Directors. The Chairman of the Board leads the Board and oversees meetings of the Board of Directors, ensures the delivery of information necessary for the Board's informed decision-making and, together with the Board, approves the strategy for Altisource. We currently believe that the leadership structure now in place appropriately serves the Board's ability to carry out its roles and responsibilities on behalf of the shareholders and allows the Chief Executive Officer to focus his time and energy on operating and managing the Company.

Committees of the Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee, a Compliance Committee, a Nomination/Governance Committee and an Executive Committee. Except as otherwise required by applicable laws or rules, the Committees' responsibilities and procedures are designed to remain flexible, so that they may be in a position to best react or respond to changing circumstances or conditions. A brief description of each committee is provided below.

Audit Committee.    The Audit Committee of our Board of Directors oversees the relationship with our independent registered certified public accounting firm and certified auditor; provides assistance to our Board of Directors with respect to matters involving the accounting, auditing, financial reporting and internal control functions; establishes procedures for the receipt, retention and treatment of complaints received by the Company relating to the financial reporting process and our system of accounting, internal controls, auditing and federal securities law matters; reviews and approves transactions in which a "Related Person" (as defined by SEC Regulation S-K in accordance with the Company's Related Person Transactions Policy) has a material interest; reviews the scope and results of the annual audit conducted by the independent registered certified public accounting firm, including any significant matters regarding internal controls over financial reporting; and reviews the Company's internal audit plan, internal audit budget and enterprise risk assessment. The Audit Committee is also empowered to retain, at the Company's expense, such independent counsel or other advisors as it deems necessary in connection with its responsibilities.

The members of the Audit Committee for 20172018 were Messrs. Müller-Ineichen, Linn, Morettini Linn and Vättö, with Mr. Müller-Ineichen serving as the Chairman. Each member of our Audit Committee is independent as defined in regulations adopted by the SEC and NASDAQ listing standards. Our Board of Directors has determined that all members of our Audit Committee are financially literate, possess accounting or related financial management experience that results in the individual's financial sophistication within the meaning of NASDAQ listing standards and qualify as audit committee financial experts as that term is defined in SEC rules. Pursuant to the Company's Corporate Governance Guidelines, no director may serve as a member of the Audit Committee if such director serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee.

Our Audit Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website atwww.altisource.com and is available in print to any shareholder who requests it. On an annual basis, the Audit Committee reviews its charter and presents any recommendations for amendments to the Board. The Audit Committee also evaluates its performance under its charter and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter. The charter was last reviewed by the Audit Committee in February 2018.January 2019. The Audit Committee met fourteen (14) times and took action pursuant to written consent two (2)eleven (11) times in 2017.2018. The Audit Committee met in executive session with both the Company's internal and external auditors five (5) times, solely with the Company's internal auditors three (3) timesone (1) time and solely with the Company's external auditors five (5) times in 2017.2018.

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Compensation Committee.    The Compensation Committee of our Board of Directors oversees our compensation and employee benefit plans and practices. Our Compensation Committee also evaluates and makes recommendations to our Board of Directors for compensation and other human resources matters relating to our executive officers. The Compensation Committee reviews with the Chief Executive Officer and the Chief Administration and Risk Officer (except as it relates to their own compensation) and subsequently approves all executive compensation programs, any severance or termination arrangements applicable to executive officers and any equity compensation plans that are not subject to shareholder approval. The Compensation Committee also has the power to review our other compensation plans, including the goals and objectives thereof. The Compensation Committee is responsible for reviewing Director compensation and recommending changes, subject to the approval of our shareholders. The Compensation Committee has the authority to administer awards under theour 2009 Equity Incentive Plan.Plan, as amended and restated (the "2009 Equity Incentive Plan").

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The Compensation Committee may request that any of our Directors, executive officers, employees or other persons attend its meetings to provide advice, counsel or pertinent information as the Committee requests. The Compensation Committee is also empowered to retain independent compensation consultants, counsel or other advisors as it deems necessary in connection with its responsibilities at the Company's expense. In determining whether a compensation consultant, counsel or other advisor is independent, the Compensation Committee considers all factors set forth in SEC rules and the NASDAQ listing standards with respect to advisor independence, as well as any other factors the Compensation Committee deems relevant. Based on its consideration of the various factors as set forth in SEC rules and NASDAQ listing standards, the Compensation Committee determined that its compensation consultant Exequity LLP ("Exequity") is independent and that the engagement of Exequity by the Company raises no conflict of interest. In 2017,2018, our Compensation Committee engaged Exequity to conduct a peer group analysis, review the compensation levels for Directors and executive officers and review the design of awards granted pursuant to our Long-Term Incentive Plan for our executive officers and other key employees. Please see "Role of Compensation Consultant" in our Compensation Discussion and Analysis for further information.

The members of the Compensation Committee during 20172018 were Messrs. Vättö, Burg, Morettini, Müller-Ineichen and Orin S. Kramer, with Mr. Vättö serving as the Chairman. Mr. Kramer resigned as a member of the Compensation Committee effective August 23, 2018, upon his resignation from the Board.

Each member of the Compensation Committee is independent as defined by NASDAQ listing standards, as revised in 2013. While we have no specific qualification requirements for members of the Compensation Committee, our members have knowledge and experience regarding compensation matters as developed through their respective business experience in both management and advisory roles, including general business management, executive compensation and employee benefits experience. We believe that their collective achievements and knowledge provide us with extensive diversity in experience, culture and viewpoints.

Our Compensation Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website atwww.altisource.com and is available in print to any shareholder who requests it. On an annual basis, the Compensation Committee reviews its charter and presents any recommendations for amendments to the Board. The Compensation Committee also evaluates its performance under its charter and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter. The charter was last reviewed by the Compensation Committee in February 2018.January 2019. The Compensation Committee met eight (8) times in 2017.2018.

Compensation Committee Interlocks and Insider Participation.    No current member of the Compensation Committee has ever been an officer or employee of the Company, and no member has nor has ever had any relationship with us requiring disclosure under Item 404 of SEC Regulation S-K. None of our executive officers has served on the Board of Directors or compensation committee of any other entity that has or had one (1) or more executive officers who served as a member of our Board of Directors or our Compensation Committee during the 20172018 fiscal year.

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Compliance Committee.    The Compliance Committee of our Board of Directors provides assistance to the Board with the development, monitoring and evaluation of the Company's compliance function, including its compliance management system, and the Company's compliance with applicable laws, rules and regulations governing its businesses. The Compliance Committee performs such other duties as may be prescribed pursuant to its charter. The members of the Compliance Committee for 20172018 were Messrs. Linn, Kramer, Morettini and Müller-Ineichen, and Kramer, with Mr. Linn serving as the Chairman. Mr. Kramer resigned as a member of the Compliance Committee effective August 23, 2018. Each member of the Compliance Committee is independent as defined by NASDAQ listing standards.

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Our Compliance Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website atwww.altisource.com and is available in print to any shareholder who requests it. On an annual basis, the Compliance Committee reviews its charter and presents any recommendations for amendments to the Board. The Compliance Committee also evaluates its performance under its charter and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter. The charter was last reviewed by the Compliance Committee in February 2018.January 2019. The Compliance Committee met five (5)four (4) times in 2017.2018.

Nomination/Governance Committee.    The Nomination/Governance Committee of our Board of Directors makes recommendations to our Board of Directors of individuals qualified to serve as Directors and committee members for our Board of Directors, advises our Board of Directors with respect to Board of Directors composition, procedures and committees, develops and presents our Board of Directors with a set of corporate governance guidelines and oversees the evaluation of our Board of Directors. The Nomination/Governance Committee may retain, at the Company's expense, such independent counsel or other advisors as it deems necessary.

The members of the Nomination/Governance Committee during 20172018 were Messrs. Linn, Burg, Kramer, Müller-Ineichen and Vättö and Kramer,, with Mr. Linn serving as the Chairman. Mr. Kramer resigned as a member of the Nomination/Governance Committee effective August 23, 2018. Each member of the Nomination/Governance Committee is independent as defined by NASDAQ listing standards.

Our Nomination/Governance Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website atwww.altisource.com and is available in print to any shareholder who requests it. On an annual basis, the Nomination/Governance Committee reviews its charter and presents any recommendations for amendments to the Board. The Nomination/Governance Committee also evaluates its performance under its charter and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter. The charter was last reviewed by the Nomination/Governance Committee in February 2018.January 2019. The Nomination/Governance Committee met five (5)six (6) times in 2017.2018.

The Nomination/Governance Committee regularly assesses the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are anticipated. Various potential candidates for Director are then identified. Candidates may come to the attention of the Nomination/Governance Committee through current members of the Board of Directors, professional search firms, shareholders or industry sources.

When recommending nominees to the Board, the Nomination/Governance Committee considers candidates based on merit, against objective criteria relating to the candidate's knowledge, experience, skills and expertise, with due regard for the benefits of diversity on the Board. In considering diversity, the Nomination/Governance Committee considers differences that relate to gender, age, ethnicity, race, national origin, cultural background, disability, religion and sexual orientation. In February 2018, the Board of Directors amended our Board Diversity Policy to further emphasize the Company's commitment to diversity in connection with appointments to the Board. The Nomination/Governance Committee assesses the effectiveness of our Board Diversity Policypolicy as part of its annual review of Board composition and considers

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the results of this assessment when evaluating director nominees. Our Board Diversity Policy is available on our website atwww.altisource.com and is available in print to any shareholder who requests it.

In evaluating a particular candidate, the Nomination/Governance Committee will also consider factors other than the candidate's qualifications and background, including (i) the current composition of the Board of Directors and the interplay of the candidate's experience with the background of other members of our Board of Directors, (ii) whether the candidate meets the independence standards set forth under applicable laws, regulations and Nasdaq listing standards, (iii) the balance of management and independent Directors, (iv) the need for Audit Committee expertise and (v) the evaluation of other prospective nominees.

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In connection with this evaluation, one or more members of the Nomination/Governance Committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the Nomination/Governance Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors. The Board of Directors determines whether the candidates will be nominated and presented to the shareholders for election, after considering the recommendation and report of the Nomination/Governance Committee.

The Nomination/Governance Committee considers director candidates recommended by shareholders. If you want to recommend persons for consideration by our Nomination/Governance Committee as nominees for election to our Board of Directors, you can do so by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg. Should you recommend a candidate for Director, our Nomination/Governance Committee would evaluate such candidate in the same manner that it evaluates any other candidate. You should provide each proposed nominee's name, biographical data, qualifications and expertise. Your recommendation should also include a written statement from the proposed nominee consenting to be named as a nominee and, if nominated and elected, to serve as a Director. To date, weAny recommendation that a shareholder desires to have notincluded in our proxy materials for consideration at our 2020 annual meeting of shareholders must be received any shareholder proposals relating to Director nominees for the Annual Meeting.at our registered office no later than December 2, 2019. Please see the "Shareholder Rights" and "Shareholder Proposals" sectionsections for additional information regarding shareholder proposals.

In February 2017, in conducting its annual assessment of the size and makeup of our Board of Directors, our Nomination/Governance Committee determined to add an additional Board member. Therefore,On July 24, 2018, following the recommendation of the Nomination/Governance Committee, the Board of Directors nominated Mr. Joseph L. MorettiniScott E. Burg for election atto the 2017 annual meetingBoard of shareholders.Directors. In nominating Mr. MorettiniBurg to serve on our Board, the Board considered the value that he would add due to his relevant experience and understanding of our business and industries. On September 25, 2018, Mr. Burg was elected to the Board by our shareholders on May 17, 2017 andat a special meeting of shareholders. With the sizeaddition of the Board was increased to six (6) Directors. In selectingMr. Burg, together with Mr. Morettini, to serve on our Board, the Board determined that his qualifications, experience and abilities would bring valuable insights to our Board. With two new Directors on-boardingwho was elected in the last two years,2017, our Board's composition representsreflects a balanced approach to Director tenure, allowing the Board to benefit from the experience of longer-serving Directors combined with fresh perspectives from newer Directors.

In the first quarter of 2018, theOur Nomination/Governance Committee reviewedcontinues to consider the sizecomposition and makeupdiversity of our Board and at a future date may propose changes to the composition of Directorsthe Board including the election of one or more additional director candidates in order to complement the qualifications and determined thatexperience of our existing Board members, and to enhance the currentdiversity of our Board composition was appropriate and that the current Directors should be re-nominated for election at the Annual Meeting.composition.

Executive Committee.    Our Executive Committee is generally responsible to act on behalf of our Board of Directors during the intervals between meetings of our Board and to otherwise assist the Board in handling matters that, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board. The members of the Executive Committee during 20172018 were Messrs. Vättö and Shepro, with Mr. Vättö serving as the Chairman.

Our Executive Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website atwww.altisource.com and is available in print to any shareholder who requests it. On an annual basis, the Board of Directors reviews and approves the charter. The Executive

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Committee also evaluates its performance under its charter and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter, except to the extent the Executive Committee has not taken any action during the year. The charter was last reviewed by the Board of Directors in February 2018.January 2019. The Executive Committee took no formal actionsaction pursuant to written consent two (2) times in 2017.2018.

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Corporate Governance Guidelines

The Corporate Governance Guidelines adopted by our Board of Directors provide guidelines for effective corporate governance and to promote the effective functioning of the Board and its Committees. The Corporate Governance Guidelines cover topics such as Director qualification standards, Board of Directors and committee composition, Director responsibilities, minimum stock ownership requirements for our non-management Directors and Chief Executive Officer, anti-hedging and anti-pledging policies, Director access to management and independent advisors, Director compensation, Director orientation and continuing education, management succession and annual performance reviews of the Board of Directors.

Our Nomination/Governance Committee reviews our Corporate Governance Guidelines at least once a year and, if necessary, recommends changes to the Corporate Governance Guidelines to our Board of Directors. Our Corporate Governance Guidelines were last reviewed by the Nomination/Governance Committee in February 2018.January 2019. Our Corporate Governance Guidelines are available on our website atwww.altisource.com and are available to any shareholder who requests a copy by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg.

Shareholder Rights

We are committed to governance policies and practices that serve the interests of the Company and its shareholders in accordance with Luxembourg law. The following table summarizes someis a summary of our policies and practices that provide rights to our shareholders:

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Majority Voting:  Directors are elected by the majority of votes cast.

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Annual Elections:  All Directors are elected annually. Altisource does not have a staggered board.

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Shareholder Proposals:  Shareholders representing individually or jointly at least ten percent (10%) of the Company's share capital are authorized tomay nominate candidates for election to the Altisource Board and make other proposals for inclusion in the proxy statement, subject to completing certain formalities. Please see the "Shareholder Proposals" section for additional information.

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Special Meetings:  A special meeting of shareholders may be called at any time by the holders of at least ten percent (10%) of the outstanding stock entitled to be voted at such meeting.

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No Shareholder Rights Plan:  Altisource does not maintain a shareholder rights plan (sometimes called a "poison pill").

The Board of Directors and its Committees monitor developments in governance best practices to assure that it continues to meet its commitment to represent shareholder interests.

Shareholder Engagement

Engagement with our shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance, compensation practices, Board diversity, capital structure, business performance and the operation of the Company. This feedback is shared regularly with the Company's management and the Board, and may be considered in setting the governance practices and strategic direction for the Company. Shareholder feedback may also help us to better tailor the public information we provide to address the interests and inquiries of our shareholders and other interested parties.

Altisource from time to time interacts and communicates with shareholders in a number of forums, including quarterly earnings presentations, SEC filings, investor conferences and meetings and press releases. In furtherance of the Company's commitment to constructive communication and engagement with shareholders, in November 2018 the Board of Directors adopted a policy regarding communications by

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Altisource interactsshareholders and communicatesother interested parties with shareholders in a number of forums, including quarterly earnings presentations, SEC filings, investor conferences and press releases. In addition, Altisource has a practice of directly engaging with shareholders by phone or in person throughout the year to obtain their input. Such discussions typically include our Chief Executive Officer, our Chief Financial Officer and/or the Chairman of the Board of Directors. In 2017 and in the early part of 2018, we had discussionsDirectors designed to promote effective engagement with shareholders collectively owning more than a majority of our issued and outstanding shares regarding, among other topics, strategy and financial results.clearly outline the parameters for such engagement.

Shareholder feedback is thoughtfully considered and has ledcontributed to modifications in our governance practices and disclosures. At the 2017 annual meeting of shareholders, the Board recommended anannual Say-on-Pay vote after considering feedback from shareholders and that anannual Say-on-Pay vote enables our shareholders to provide timely input on executive compensation matters. In February 2018, in line with the Board's longstanding view and based in part on shareholder encouragement, we amended our Board Diversity Policy to further emphasize our commitment to diversity, and disclosed this policy on our website. In addition, the Nomination/Governance Committee has taken steps to establish a more diverse pool of director candidates as part of its ongoing succession planning process.

Shareholders who wish to contact our Board of Directors or any individual Director regarding Altisource may do so by mail addressed to our Corporate Secretary at Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg or by email to the Office of the Corporate Secretary at corporate.secretary@altisource.lu. Relevant communications received in writing are distributed to our Board of Directors or to individual Directors, as appropriate, depending on the facts and circumstances outlined in the communication received.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our Directors, officers and employees as required by NASDAQ listing standards. We have also adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer Executive Vice President, Finance and Chief Accounting Officer. The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers are available on our website atwww.altisource.com and are available to any shareholder who requests a copy by writing to our Corporate Secretary at 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg. On an annual basis, the Board of Directors reviews and approves the Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers. The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers were last reviewed by the Board of Directors in February 2018.January 2019. Any amendments to the Code of Business Conduct and Ethics or the Code of Ethics for Senior Financial Officers, as well as any waivers that are required to be disclosed under SEC rules or NASDAQ listing standards, must be approved by our Board of Directors or the Audit Committee and will be posted on our website atwww.altisource.com or otherwise disclosed in accordance with such rules.

Risk Management and Oversight Process

Our Board of Directors and its Committees play a key role in the oversight of the Company's risk management.

Through regular reviews with management and internal and external auditors, the Board of Directors and the Audit Committee monitor Altisource's enterprise risks, including credit risk, liquidity risk, operational risk and legal and regulatory risk and enterprise risk. In its periodic meetings with internal and external auditors, the Audit Committee discusses the scope and plan for the internal audit department and, in conjunction with management, considers whether accounting and financial controls are aligned with business risks. In its periodic meetings with the external auditors, the Audit Committee reviews the external audit scope, the external auditors'

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responsibilities and independence under the Standards of the Public Company Accounting Oversight Board ("PCAOB"), accounting policies and practices and other required communications.

On an annual basis, the Board of Directors and the Audit Committee perform an enterprise risk assessment with management to review the principal risks and monitor the steps management is taking to map and mitigate these risks. This enterprise risk assessment includes operational, financial, legal and regulatory

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compliance, reputational, technology, privacy, data security (including cybersecurity), strategic and other risks that could adversely affect our business.

The Board of Directors and the Compliance Committee monitor Altisource's overall compliance function, including the compliance management system, and Altisource's compliance with legal and regulatory requirements and related risks, through regular reviews with both management and internal auditors. At least quarterly, the Compliance Committee reviews and discusses with management the Company's compliance with legal and regulatory requirements and compliance programs.

In addition, working closely with management, the Nomination/Governance Committee assists the Board of Directors in monitoring the Company's governance and succession risks, and the Compensation Committee assists the Board of Directors in monitoring the Company's compensation policies and related risks.

The role of the Board of Directors in risk oversight is consistent with the Company's leadership structure, with the Chief Executive Officer, Chief Administration and Risk Officer and other members of management having responsibility for assessing and managing the Company's risk exposure, and our Chairman, the Board of Directors and its Committees providing oversight of the management of these risks.

Corporate Responsibility and Sustainability

At Altisource, we are dedicated to improving the welfare of the communities in which we operate through social and other responsibility initiatives, such as our continued collaboration with Habitat for Humanity International ("Habitat") to help revitalize homes and communities. We believe that our commitment to corporate responsibility and community involvement is not only an expression of good corporate citizenship that aligns with our core value of enriching the communities in which we live and serve, but also strengthens our relationships with our customers and other stakeholders, contributing to the long-term success of our business.

In 2017,2015, Altisource established a Corporate Responsibility Management Committee to (i) oversee policies, procedures and strategies regarding Corporate Responsibility; (ii) encourage social responsibility by and among the Company and our employees, as well as with our customers and in our communities; and (iii) monitor the Company's reputation, including with customers, community advocates and governance agencies. The Committee typically meets quarterly and is chaired by our Chief Administration and Risk Officer and includes our Chief Legal and Compliance Officer, Chief Revenue Officer and other key operational executives.

In 2018, Altisource and its employees dedicated over 4,400 hours to community-service activities, which is approximately twice the number of hours dedicated in 2016. These activities included helpingtheir time or gave funds to build or renovate homes in ninethe U.S. metropolitan areas as part of the Company's alliance with Habitat, participatingsupport an orphanage in India, enrich child education in the buildingPhilippines and alleviate poverty in Uruguay. We also continued to focus on increasing diversity among the vendors for certain of homes, schools and sanitation infrastructure in India, helpingour businesses, with an estimated 21% of our 2018 spending on field vendors directed to create shelter for low-income families in Uruguay and repainting an elementary school in the Philippines. The Company also donated over $700,000 in supportthose owned or operated by people of activities including home-building in the U.S., India and Uruguay and assistance in Texas, Floridacolor, women, veterans and the United States Virgin Islands followingdisabled, exceeding our target of 15%. Beyond our existing sustainability practices in telecommuting, mass transit and other areas, the 2017 hurricanes that affected those areas.

In addition, in 2017, Altisource's Corporate Responsibility program began studying how to expand the Company's sustainability efforts,Management Committee has also been implementing additional initiatives, including improved waste reduction and energy efficiency, and developingit has developed a framework for reportingsustainability report to report on these efforts. We currently anticipate finalizing this framework in 2018.

Our Board of Directors provides oversight of our Corporate Responsibility programManagement Committee and receives regular updates on the effectiveness of thisthe Corporate Responsibility program.

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Compensation Arrangements for Non-Management Directors

Altisource's director compensation program is designed to attract and retain highly qualified non-management directors. Our Compensation Committee believes that compensation for non-management directors should consist of both equity and cash to compensate members for their service on the Board of Directors and its committees and to align their interests with our shareholders.

In line with our philosophy that the interests of our Directors should align with the interests of our shareholders, and to encourage active membership, non-management Directors who attend at least seventy-five percent (75%) of all meetings of the Board of Directors and Committees on which they serve are entitled to receive an award of shares of our common stock at the end of the applicable service year based on an award value of $110,000, as approved by our shareholders at our 2016 annual meeting.shareholders. We determine the number of shares to be granted by dividing the award value by the average of the high and low prices of our common stock as reported on the NASDAQ Global Select Market on the first day of the service year.

For the 20162017 to 20172018 service year, all of our non-management Directors attended at least seventy-five percent (75%) of all meetings of the Board of Directors and Committees on which they served and, all of theas a result, each non-management Directors who served as Directors during the service year, other than Mr. Kramer,Director received an award of 4,126 shares of our common stock at the end of the service year based on an award value of $110,000. For the 2016 to 2017 service year, Mr. Kramer, having served on the Board of Directors less than a full service year, received 2,627 shares based on an award value of $81,972 ($110,000 prorated to his election date). Mr. Morettini did not receive a service award for the 2016 to 2017 service year, having been elected to the Board beginning in the 2017 to 2018 service year.

For the 2017 to 2018 service year, our non-management Directors who have served on the Board of Directors for the full service year and have attended at least seventy-five percent (75%) of all meetings of the Board of Directors and Committees on which they serve will receive 5,762 shares of our common stock at the end of the service year, based on an award value of $110,000 divided by the average of the high and low prices of the common stock as reported on the NASDAQ Global Select Market on theMay 18, 2017 (the first day of the 2017 to 2018 service year.year).

In 2017, the Compensation Committee engaged our compensation consultant to conduct a director pay benchmarking study relative to our peer group at the time. The pay study concluded that the total compensation (cash and equity) for our non-management Directors was below the peer group median. Based on these findings and other factors, the Compensation Committee recommended submitting a proposal to our shareholders to increase the value of the annual equity award made to our non-management Directors from $110,000 to $120,000, and our shareholders approved this proposal at our 2018 annual meeting of shareholders.

For the 2018 to 2019 service year, our non-management Directors who attend at least seventy-five percent (75%) of all meetings of the Board and Committees on which they serve will receive 4,139 shares of common stock at the end of the service year, based on an award value of $120,000, divided by the average of the high and low prices of the common stock as reported on the NASDAQ Global Select Market on May 16, 2018 (the first day of the 2018 to 2019 service year), as approved by our shareholders at our 2018 annual meeting of shareholders. For the 2018 to 2019 service year, our non-management Director who will have served on the Board of Directors less than a full service year, Mr. Burg, will receive 2,642 shares at the end of the service year if he attends seventy-five percent (75%) of all meetings of the Board of Directors and committees on which he has served since joining the Board to the end of the service year based on an award value of $76,603 ($120,000 prorated to his start date). For the 2018 to 2019 service year, Mr. Kramer, having served on the Board of Directors less than a full service year and attended at least seventy-five percent (75%) of all meetings of the Board and Committees on which he served, was granted 1,134 shares upon his resignation from the Board based on an award value of $32,877 as of the grant date ($120,000 prorated to the number of days in the 2018 to 2019 service year that Mr. Kramer served as a Director).

In addition, in line with our philosophy that the interests of our Directors should be aligned with those of our shareholders, new non-management Directors are granted a one-time award of 500 shares of common stock, which are scheduled to vest in four (4) equal installments, with the initial portion vesting on the date of the annual meeting following the award and vesting continuing on the dates of the next three (3) annual meetings. Accordingly, on the date of our 2017 annual meeting,his election, September 25, 2018, Mr. MorettiniBurg received a one-time award grant

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of 500 shares of common stock whichthat will vest in four equal(4) installments each year on the date of our annual meeting subject to his continued service on the Board.of shareholders.

EachAs approved by our shareholders at our 2016 annual meeting of shareholders, each non-management member of our Board of Directors also receives the following annual cash compensation, in quarterly installments:

•

a retainer of $54,000;

•

an additional $100,000 to the Chairman of the Board of Directors;

•

an additional $25,000 to the Audit Committee Chairman;

•

an additional $17,500 to the Compliance Committee Chairman;

•

an additional $15,000 to the Compensation Committee Chairman;

•

an additional $12,500 to the Nomination/Governance Committee Chairman;

•

an additional $10,000 to all Audit Committee members (other than the Audit Committee Chairman);

•

an additional $10,000 to all Compliance Committee members (other than the Compliance Committee chairman);

•

an additional $7,500 to all Compensation Committee members (other than the Compensation Committee Chairman); and

•

an additional $5,000 to all Nomination/Governance Committee members (other than the Nomination/Governance Committee Chairman).

The Company also pays for, or reimburses our Directors for, their reasonable travel, lodging, food and other expenses related to their attendance at Board, Committee or shareholder meetings or other corporate functions.

Certain Directors are also required to file Luxembourg tax returns in connection with the compensation that they receive as Directors of Altisource. In connection with this requirement, the Company is presenting a proposal at the Annual Meeting to ratify Altisource's payment of tax preparation services for any Luxembourg tax returns that must be filed by non-resident Directors as a result of their membership on the Board of Directors of Altisource. The cost of the tax preparation services is estimated to be 1,000 euros per year, per Director. Please see "Proposal Eight: Ratification Of Changes To Non-Management Directors' Compensation."

Non-Management Director Compensation for 2018

The following table summarizes (i) cash compensation earned by each non-management member of our Board of Directors who served as a Director during 2018, (ii) stock awards made to our non-management Directors in 2018 for their service in the 2017 to 2018 service year and (iii) any other compensation received in 2018. Our management Director does not receive an annual retainer or any other compensation for his service on the Board of Directors.

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•

an additional $7,500 to all Compensation Committee members (other than the Compensation Committee Chairman); and

•

an additional $5,000 to all Nomination/Governance Committee members (other than the Nomination/Governance Committee Chairman)

The Company also pays for, or reimburses our Directors for, their reasonable travel, lodging, food and other expenses related to their attendance at Board, Committee or shareholder meetings or other corporate functions.

Non-Management Director Compensation for 2017

The following table summarizes (i) cash compensation earned by each non-management member of our Board of Directors who served as a Director during 2017, (ii) stock awards made to our non-management Directors in 2017 for their service in the 2016 to 2017 service year and (iii) any other compensation received in 2017. Our management Director does not receive an annual retainer or any other compensation for his service on the Board of Directors.

Name	​	Fees Earned or Paid in Cash(1)		​	Stock Awards(2)	​	All Other Compensation	​	Total	​
Timo Vättö(3)	​	$184,000	​	​	$81,179	​	-	​	$265,179	​
Orin S. Kramer	​	$76,500	​	​	$51,686	​	-	​	$128,186	​
W. Michael Linn	​	$94,000	​	​	$81,179	​	-	​	$175,179	​
Joseph L. Morettini(4)	​	$45,945	​	​	$9,838	(5)	-	​	$55,783	​
Roland Müller-Ineichen(6)	​	$96,500	​	​	$81,179	​	-	​	$177,679	​

⁽¹⁾

Cash compensation for our non-management directors is established on a "service year" basis running from one annual meeting of shareholders to the next annual meeting of shareholders, and is paid in equal installments at the end of each quarter during which the non-management directorDirector served as a member of our Board of Directors. Certain Directors elect to receive their quarterly payments in currencies other than the U.S. dollar. Director compensation may be prorated for a Director serving less than a full one (1) year term, as in the case of a Director joining the Board of Directors after an annual meeting of shareholders but during the service year. This table shows the amounts earned for service in 2017,2018, including amounts earned for service in the fourth quarter of 20172018 and paid in the first quarter of 2018.

2019.

⁽²⁾

Non-management Directors who attended at least seventy-five percent (75%) of all meetings of the Board of Directors and Committees on which they served for the 20162017 to 20172018 service year were entitled to receive an award of Altisource common stock at the end of such service year. The number of shares of common stock was determined by dividing $110,000$120,000 by the average of the high and low prices of the common stock as reported on the NASDAQ Global Select Market on the first day of the service year. This table shows the aggregate award date fair value of such shares on the date received in May 2017.2018.

⁽³⁾

Mr. Vättö's cash compensation was paid in euros, using the following exchange rates that were in effect on the 15th day of the last month of the quarter for which payment was made: for the first quarter, an exchange rate of 0.940500.80977 euros to the U.S. dollar; for the second quarter, an exchange rate of 0.894150.86257 euros to the U.S. dollar; for the third quarter, an exchange rate of 0.837610.85999 euros to the U.S. dollar and for the fourth quarter, an exchange rate of 0.848940.88417 euros to the U.S. dollar. The amounts reported in the table above are the U.S. dollar amounts prior to conversion to euros.

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Mr. MorettiniBurg joined the Board of Directors effective May 18, 2017September 25, 2018 and was appointed by the Board of Directors to the AuditCompensation Committee and the ComplianceNomination/Governance Committee, effective May 18, 2017.November 12, 2018. These amounts reflect compensation for service from those dates.

⁽⁵⁾

Mr. Kramer resigned from the Board of Directors effective August 23, 2018.

⁽⁶⁾

On the date of his initial election, Mr. Morettini received a one-time grant of 500 shares of common stock, with an aggregate fair market value of $9,838. This award vests in four (4) equal installments beginning on the date of the Annual Meeting2018 annual meeting of shareholders and continuing on the dates of the next three (3) annual meetings of shareholders, subject to his continued service on the Board.

⁽⁶⁾⁽⁷⁾

Mr. Müller-Ineichen's cash compensation was paid in euros for the first and second quarters and in Swiss francs for the third and fourth quarters,quarter using the following exchange ratesrate that werewas in effect on the 15th dayDecember 15, 2018 of the last month of the quarter for which payment was made: for the first quarter, an exchange rate of 0.94050 euros to the U.S. dollar; for the second quarter, an exchange rate of 0.89415 euros to the U.S. dollar; for the third quarter, an exchange rate of 0.96090 Swiss francs to the U.S. dollar and for the fourth quarter, an exchange rate of 0.989340.99741 Swiss francs to the U.S. dollar. The amounts reported in the table above are the U.S. dollar amounts prior to conversion to euros or Swiss francs.

Minimum Stock Ownership Requirements

To further align our non-management Directors' interests with those of our shareholders, in February 2018, the Board of Directors adopted minimum stock ownership requirements for non-management Directors. Pursuant to these ownership requirements, each non-management Director is required to attain and maintain stock ownership at a level equal to three times his or her annual cash retainer. Each non-management Director has two years from the effective date of his or her initial appointment or from the date on which he or she first becomes subject to the policy, whichever is later, to comply with these requirements. Each of our Directors either currently meets the applicable minimum stock ownership requirements or is expected to come into compliance with these requirements within the period noted above. For information regarding the minimum stock ownership requirements applicable to our Chief Executive Officer, please see "Minimum Stock Ownership Requirement for the Chief Executive Officer" in our Compensation Discussion and Analysis. The minimum stock ownership requirements for our non-management Directors and Chief Executive Officer are set forth in our Corporate Governance Guidelines, which are available on our website atwww.altisource.com.

Proposed Change in Compensation

Under Luxembourg law, Director compensation is subject to review and adjustment by the shareholders.

The Compensation Committee believes it is important to review Director compensation from time to time to help ensure that the compensation levels of our Directors are aligned with those of our peer companies, so that we may attract and retain the best possible candidates to serve on our Board of Directors. The last compensation increase for our non-management Directors was approved by our shareholders at our 2016 annual meeting.

In the fourth quarter of 2017, the Compensation Committee engaged Exequity to assist in conducting a pay study analyzing the competitiveness of the Company's pay levels for non-management Directors. The pay study revealed that the total cash and equity compensation for our management Directors is approximately thirteen percent (13%) below the peer group median, based on a review of publicly available peer group data. Please see "Role of Compensation Consultant" in our Compensation Discussion and Analysis for further information relating to the peer group companies used in the analysis.

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Based on the findings of the pay study, the Compensation Committee recommended submitting a proposal to our shareholders to increase the award value of the annual award of shares of common stock to non-management Directors who attend at least seventy-five percent (75%) of Board and committee meetings from $110,000 to $120,000 beginning in the 2018 to 2019 service year. As in prior years, the number of shares of common stock would be determined by dividing the award value by the average of the high and low prices of the common stock to be reported on the NASDAQ Global Select Market on the first day of the service year. No other changes would be made to the current compensation program for our non-management Directors.

The proposed changes to the pay structure would bring overall non-management Director compensation closer to the peer group median and would further align the interests of our non-management Directors with our shareholders through increased equity ownership. Following this change, the equity compensation of our non-management Directors would comprise approximately sixty percent (60%) of total Director compensation, compared to approximately fifty-three percent (53%) for our peer group. In evaluating the appropriate level of non-management Director compensation, the Compensation Committee considered, among other things, the valuable financial, operational and strategic expertise that our existing non-management Directors bring to the Company.

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Executive Officers Who Are Not Directors

The following table sets forth certain information with respect to each person who currently serves as one of our executive officers but does not serve on our Board of Directors. Our executive officers are determined annually by our Board of Directors and generally serve at the discretion of our Board of Directors. None of our Directors or executive officers is related to any other Director or executive officer of Altisource by blood, marriage or adoption.

Name	​	Age(1)				​	Position
Kevin J. Wilcox	​	​	5455		​	​	Chief Administration and Risk Officer
Indroneel ChatterjeeMichelle D. Esterman	​	​	3746		​	​	Chief Financial Officer
Joseph A. DavilaMarcello Mastioni(2)	​	​	4843		​	​	President, Servicer SolutionsChief Operating Officer
Gregory J. Ritts	​	​	4950		​	​	Chief Legal and Compliance Officer

⁽¹⁾

As of March 21,22, 2019

⁽²⁾

Mr. Mastioni became an executive officer as of December 14, 2018

The principal occupation for the last five (5) years, as well as certain other biographical information, for each of our executive officers that is not a Director is set forth below.

Kevin J. Wilcox.    Mr. Wilcox serves as Chief Administration and Risk Officer of Altisource. Mr. Wilcox has served as Chief Administration Officer since August 2009 and as General Counsel from August 2009 through October 2014. Before joining Altisource, he served as Executive Vice President, Chief Administration Officer and Corporate Secretary for Ocwen from May 2008. Mr. Wilcox also served as Senior Vice President of Human Resources and Corporate Services for Ocwen. He joined Ocwen in March 1998 as Senior Manager, Litigation in the Law Department, where he was responsible for the management and resolution of all corporate litigation. He holds a Bachelor of Science in Business Administration from the University of Florida and a Juris Doctor from the Florida State University College of Law.

Indroneel Chatterjee.Michelle D. Esterman.    Mr. Chatterjee servesMs. Esterman has served as Chief Financial Officer of Altisource.Altisource since August 27, 2018. She also served as Chief Financial Officer of Altisource from March 2012 to October 2017 and as Executive Vice President, Finance of Altisource from October 2017 to August 2018. Before joining Altisource in October 2017, heMarch 2012, she served as Senior Manager, Audit & Enterprise Risk Services for Deloitte since 2003, including a two year rotation with Deloitte Touche Tohmatsu, and in various positions within Deloitte & Touche LLP from 1996 to 2003. Ms. Esterman began her career with Georgia Pacific Corporation in 1994 and is a Certified Public Accountant (Florida). She holds a Bachelor of Business Administration with a concentration in Accounting and a Master of Accountancy with a concentration in Tax from the University of North Florida.

Marcello Mastioni.    Mr. Mastioni has served as Chief Operating Officer of Altisource since March 2019. He previously served as President, Consumer Real Estate Marketplace since joining Altisource in August 2017. Prior to joining the Company, Mr. Mastioni served as Vice President and Managing Director of Europe, Middle East and Africa at HomeAway® from March 2013 to July 2017. He was also Director of Strategy and Business Development at Expedia® from June 2010 to March 2013. Mr. Mastioni served as Head of Credit Solutions, Global MarketsRetail and Consumer Goods Industries at Nomura Securities, an investment banking firm, from January 2017 to September 2017the World Economic Forum and as Executive Director on the fixed income trading desk at Nomura from August 2014. Mr. Chatterjee also held the positionsled operations for General Electric ("GE") in Europe, including those of Investment Analyst, Absolute Return Income Fund for Perry Capital from March 2013 to April 2014, Executive Director for UBS Securities LLC from November 2009 to March 2013 and Vice President, High Yield Research for AIG Global Investment Group from October 2006 to November 2009.GE's Digital Energy UPS business. He holds a Bachelormaster of Sciencescience in Economicsindustrial engineering and business administration from the Wharton School of Business at thePolytechnic University of Pennsylvania.

Joseph A. Davila.    Mr. Davila serves as President, Servicer Solutions of Altisource. Mr. Davila previously served as President, Mortgage Services from February 2013 to May 2016 and as Senior Vice President, Real Estate Services from July 2011 to February 2013. Before joining Altisource, he served as Vice President of Operations of Capital One Financial Corporation beginning in 2007. Mr. Davila began his career as a consultant with Price Waterhouse and, subsequently, Bain & Company. He holds a Bachelor of Science from Southern Methodist UniversityMilan and a Mastermaster of advanced studies in global leadership from Columbia, INSEAD and London Business Administration from the Kellogg School of Management at Northwestern University.School.

Gregory J. Ritts.    Mr. Ritts serveshas served as Chief Legal and Compliance Officer of Altisource since February 2018 and has served as General Counsel since joining Altisource in October 2014. Before joining Altisource, he served as Senior Vice President, Deputy General Counsel of Publicis Groupe, an advertising and communications group, beginning in June 2010. Mr. Ritts also served as Global Vice President of Business Affairs and Corporate Development at Razorfish LLC, and held various senior legal positions with aQuantive, Inc. and Microsoft Corporation. Mr. Ritts began his career with Nixon Peabody and Perkins Coie as an associate attorney. He holds a Bachelor of Arts from Miami University and a Juris Doctor from the University of Michigan Law School.

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Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership of Common Stock

The following table sets forth certain information regarding the beneficial ownership of our common stock by:

•

all persons known by Altisource to beneficially own five percent (5%) or more of the outstanding common stock;

•

each Director and Named Executive Officer (as defined in "Compensation Discussion and Analysis") of Altisource; and

•

all Directors and executive officers of Altisource as a group.

The table is based upon information supplied to us by Directors, executive officers and principal shareholders and filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is based on an aggregate of 17,399,79216,308,607 shares issued and outstanding as of March 21, 2018.22, 2019. Unless otherwise indicated in the footnotes below, the information is provided as of the record date, March 21, 2018.22, 2019.

Unless otherwise noted, the address of all persons below is: Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg.

Shares Beneficially Owned⁽¹⁾

Name of Beneficial Owner:	​	Amount		​	Percent				​
William C. Erbey(2)	​	6,000,709		​	​	34.49		%	​
Putnam Investments, LLC(3)	​	2,867,507		​	​	16.48		%	​
Deer Park Road Management Company, LP(4)	​	2,843,768		​	​	16.34		%	​
Leon G. Cooperman(5)	​	1,279,540		​	​	7.35		%	​
The Vanguard Group, Inc.(6)	​	916,846		​	​	5.27		%	​
Directors and Named Executive Officers:	​			​	​			​	​
William B. Shepro(7)	​	690,894		​	​	3.90		%	​
Kevin J. Wilcox(8)	​	364,626		​	​	2.08		%	​
Orin S. Kramer(9)	​	144,985		​	​	*		​	​
Michelle D. Esterman(10)	​	76,203		​	​	*		​	​
Joseph A. Davila(11)	​	47,544		​	​	*		​	​
Roland Müller-Ineichen	​	23,117		​	​	*		​	​
W. Michael Linn(12)	​	22,768		​	​	*		​	​
Gregory J. Ritts(13)	​	18,948		​	​	*		​	​
Timo Vättö	​	18,417		​	​	*		​	​
Indroneel Chatterjee(14)	​	1,200		​	​	*		​	​
Joseph L. Morettini(15)	​	125		​	​	*		​	​
All Directors and Executive Officers as a Group (11 persons)	​	1,408,827		​	​	7.83		%	​

Name of Beneficial Owner:	​	Amount		​	Percent				​
William C. Erbey(2)	​	6,000,709		​	​	36.79		%	​
Deer Park Road Management Company, LP(3)	​	3,076,210		​	​	18.86		%	​
Putnam Investments, LLC(4)	​	1,436,106		​	​	8.81		%	​
The Vanguard Group, Inc.(5)	​	1,289,395		​	​	7.91		%	​
Leon G. Cooperman(6)	​	852,936		​	​	5.23		%	​
Directors and Named Executive Officers:	​			​	​			​	​
Scott E. Burg(3)	​	3,076,210		​	​	18.86		%	​
William B. Shepro(7)	​	777,275		​	​	4.66		%	​
Kevin J. Wilcox(8)	​	404,068		​	​	2.45		%	​
Michelle D. Esterman(9)	​	89,830		​	​	*		​	​
Gregory J. Ritts(10)	​	30,888		​	​	*		​	​
Roland Müller-Ineichen	​	28,879		​	​	*		​	​
W. Michael Linn(11)	​	28,530		​	​	*		​	​
Timo Vättö	​	24,179		​	​	*		​	​
Marcello Mastioni(12)	​	20,119		​	​	*		​	​
Joseph L. Morettini	​	5,887		​	​	*		​	​
All Directors and Executive Officers as a Group (10 persons)(13)	​	4,485,865		​	​	26.44		%	​

*

Less than one percent (1%)

⁽¹⁾

For purposes of this table, an individual is considered the beneficial owner of shares of common stock if he or she directly or indirectly has, or shares, voting power or investment power, as defined in the rules promulgated under the Exchange Act, or has the right to acquire such beneficial ownership within 60 days after March 21, 2018.22, 2019. Therefore, the table includes options to acquirepurchase shares of our common stock that are currently exercisable or will become exercisable within such 60 day60-day period and restricted shares and restricted share units ("RSUs") that vest within 60 days. It does not include restricted shares that do not vest within such 60 day60-day period and under which the holder has no voting rights until vested. With respect to shares, unless otherwise

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rights until vested. With respect to shares, unless otherwise indicated, an individual has sole voting power and sole investment power with respect to the indicated shares. No shares have been pledged as security for indebtedness by the Named Executive Officers or Directors.

⁽²⁾

Based on information contained in a Schedule 13D/A filed with the SEC on December 1, 2017. Consists2017, Mr. Erbey's holdings consist of 5,452,489 shares held by Salt Pond Holdings, LLC ("Salt Pond"), a United States Virgin Islands limited liability company, of which the members are the Christiansted Trust (as defined below), the Frederiksted Trust (as defined below) and Erbey Holding Corporation (as defined below); the Christiansted Trust, a United States Virgin Islands trust, of which Mr. Erbey, John Erbey (Mr. Erbey's brother), Mrs. Erbey and Salt Pond are co-trustees (the "Christiansted Trust"); the Frederiksted Trust, a United States Virgin Islands trust, of which Mr. Erbey, John Erbey and Salt Pond are co-trustees (the "Frederiksted Trust"); and Erbey Holding Corporation, Inc. ("Erbey Holding Corporation"), a Delaware corporation, wholly-owned by Carisma Trust, a Nevada trust, the trustee of which is Venia, LLC, a Nevada limited liability company; and 548,220 shares of common stock held by Mrs. Erbey. Mr. Erbey's business address is P.O. Box 25437, Christiansted, United States Virgin Islands 00824.

⁽³⁾

Based on information contained in a Schedule 13G/13D/A filed with the SEC on February 7, 2018, jointly by Putnam Investments, LLC d/b/a Putnam Investments ("PI"); two of its wholly-owned subsidiaries, Putnam Investment Management, LLC ("PIM") and The Putnam Advisory Company, LLC ("PAC"); and Putnam Equity Spectrum Fund and Putnam Capital Spectrum Fund. Consists of 2,867,507 shares held by PIM, as to which sole dispositive power is claimed. The shares held by PIM consist of 1,926,606 shares held by Putnam Equity Spectrum Fund as to which sole dispositive power is claimed, and 940,901 shares held by Putnam Capital Spectrum Fund, as to which sole dispositive power is claimed. The business address of PI, PIM, PAC, Putnam Equity Spectrum Fund and Putnam Capital Spectrum Fund is One Post Office Square, Boston, Massachusetts 02109.

⁽⁴⁾

Based on information contained in a Schedule 13G/A filed with the SEC on March 8,September 25, 2018 by Deer Park Road Management Company, LP ("Deer Park"), a limited partnership, on behalf of itself and Deer Park Road Management GP, LLC, Deer Park Road Corporation, Michael David Craig-Scheckman, AgateCreek LLC and Scott Edward Burg (collectively, the "Deer Park Reporting Persons"). Consists and a Form 4 filed with the SEC on September 27, 2018, Deer Park's holdings consist of 2,843,7683,076,210 shares held for the account of the STS Master Fund, Ltd. ("STS Master Fund"). Based on information set forth in a Schedule 13D/A filed with the Schedule 13G/A,SEC on September 25, 2018, the Deer Park Reporting Persons share voting and dispositive power. Deer Park serves as investment adviser to STS Master Fund, an exempted company organized under the laws of the Cayman Islands. The business address of the Deer Park Reporting Persons is 1195 Bangtail Way, Steamboat Springs, Colorado 80487.

⁽⁴⁾

Based on information contained in a Schedule 13G/A filed jointly with the SEC on February 14, 2019 by Putnam Investments, LLC d/b/a Putnam Investments ("PI") and two of its wholly-owned subsidiaries, Putnam Investment Management, LLC ("PIM") and The Putnam Advisory Company, LLC ("PAC"), PI reports aggregate holdings of 1,436,106 shares held by funds managed by PIM, as to which sole dispositive power is claimed by PIM and PI. The mutual funds have voting power with respect to these shares. The business address of PI, PIM and PAC is 100 Federal Street, Boston, Massachusetts 02110.

⁽⁵⁾

Based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2019 by The Vanguard Group, Inc. on behalf of itself and of Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. (the "Vanguard Entities"), The Vanguard Group, Inc.'s holdings include 10,918 shares as to which sole voting power is claimed; 900 shares as to which shared voting power is claimed; 1,278,843 shares as to which sole dispositive power is claimed; and 10,552 shares as to which shared dispositive power is claimed. Of these shares, 9,652 shares are beneficially owned by Vanguard Fiduciary Trust Company, and 2,166 shares are beneficially owned by Vanguard Investments Australia, Ltd., each of which is a wholly-owned subsidiary of The Vanguard Group, Inc. The business address of The Vanguard Entities is 100 Vanguard Blvd, Malvern, Pennsylvania 19355.

⁽⁶⁾

Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2018.2019, Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP and Equity LP Overseas and Advisors (each as defined below and, collectively, the "Omega Entities"). Mr. Cooperman is the managing member of Omega Associates, L.L.C. ("Associates"), a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the

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general partner of limited partnerships known as Omega Capital Partners, L.P. ("Capital LP"), Omega Capital Investors, L.P. ("Investors LP") and Omega Equity Investors, L.P. ("Equity LP"). Mr. Cooperman is the President, Chief Executive Officer, and sole stockholder of Omega Advisors, Inc. ("Advisors"), a corporation engaged in providing investment management services, and Mr. Cooperman controls said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Island exempted company, and as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). Consists of 50,000 shares owned by Mr. Cooperman; 504,101433,062 shares owned by Capital LP as to which sole dispositive and voting power is claimed; 131,385LP; 113,385 shares owned by Investors LP as to which sole dispositiveLP; and voting power is claimed; 294,489256,489 shares owned by Equity LP asLP. Mr. Cooperman reports sole voting and dispositive power with respect to which sole dispositive and voting power is claimed; 256,700 shares owned by Overseas as to which sole

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dispositive and voting power is claimed; and 42,865 shares owned by Managed Accounts as to which shared dispositive and voting power is claimed.these shares. Mr. Cooperman's address is St. Andrew's Country Club, 7118 Melrose Castle Lane, Boca Raton, Florida 33496. The business address of the Omega Entities is 810 Seventh Avenue, 33rd Floor, New York, New York 10019.

⁽⁶⁾

Based on information contained in a Schedule 13G/A filed with the SEC on February 8, 2018 by The Vanguard Group, Inc. on behalf of itself and of Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. (the "Vanguard Entities"). Includes 21,397 shares as to which sole voting power is claimed; 900 shares as to which shared voting power is claimed; 895,249 shares as to which sole dispositive power is claimed; and 21,597 shares as to which shared dispositive power is claimed. 20,697 shares are beneficially owned by Vanguard Fiduciary Trust Company, and 1,600 shares are beneficially owned by Vanguard Investments Australia, Ltd., each of which is a wholly-owned subsidiary of The Vanguard Group, Inc. The business address of The Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern, Pennsylvania 19355.

⁽⁷⁾

Consists of options to acquire 292,400purchase 342,400 shares exercisable on or within 60 days after March 21, 2018; 23,17522, 2019; 23,176 restricted shares scheduled to vest on or within 60 days after March 21, 2018;22, 2019; and 375,319411,699 shares held by the William B. Shepro Revocable Trust (as to which Mr. and Mrs. Shepro share voting and dispositive power), of which 35,000 were purchased in the open market on April 29, 2015, 7,200 were purchased in the open market on March 22, 2016, 2,300 were purchased in the open market on March 29, 2016, 1,700 were purchased in the open market on May 2, 2016, 21,066 were acquired as a result ofpurchased in a stock option exercise on August 19, 2016, 6,130 were purchased in the open market on November 4, 2016, 5,250 were purchased in the open market on February 21, 2017, 4,608 were purchased in the open market on February 24, 2017, 9,966 were acquired pursuant to the vesting of a restricted share award on April 15, 2017, 56,250 were acquired by thepurchased in a stock option exercise of options on September 1, 2017, and 168,751 were acquired by thepurchased in a stock option exercise of options on February 9, 2018.2018, 4,309 were acquired pursuant to the vesting of a restricted share award on April 7, 2018, 18,866 were acquired pursuant to the vesting of a restricted share award on April 15, 2018 and 13,205 were acquired pursuant to the vesting of an RSU award on February 12, 2019.

⁽⁸⁾

Consists of options to acquire 139,000purchase 164,000 shares exercisable on or within 60 days after March 21, 2018;22, 2019; 7,839 restricted shares scheduled to vest on or within 60 days after March 21, 201822, 2019; and 217,787232,229 shares, of which 18,000 were purchased in the open market on April 29, 2015, 8,130 were purchased as a result ofin a stock option exercise on March 30, 2016, 1,700 were purchased in the open market on May 2, 2016, 22,999 were acquired as a result ofpurchased in a stock option exercise on August 19, 2016, 3,610 were acquired pursuant to the vesting of a restricted share award on April 15, 2017, 39,167 were acquired by thepurchased in a stock option exercise of options on September 1, 2017, and 117,501 were acquired by thepurchased in a stock option exercise of options on February 9, 2018.

⁽⁹⁾

Includes 142,108 shares held by Boston Provident Partners, L.P.,2018, 1,005 were acquired pursuant to the vesting of a private investment fund managed by Mr. Kramer, of which 25,000 were purchased in the open marketrestricted share award on February 24, 2017, 20,000 were purchased in the open market on August 30, 2017; 5,000 were purchased in the open market on August 31, 2017; and 125 restricted shares scheduled to vest within 60 days after March 21, 2018.

⁽¹⁰⁾

Consists of options to acquire 68,213 shares exercisable on or within 60 days after March 21, 2018; 5,437 restricted shares scheduled to vest on or within 60 days after March 21, 2018; and 2,553 shares held jointly by Ms. Esterman and her spouse, Gregory F. Esterman, whichApril 7, 2018, 6,834 were acquired pursuant to the vesting of a restricted share award on April 15, 2017.2018 and 6,603 were acquired pursuant to the vesting of an RSU award on February 12, 2019.

^(11)(9)

Consists of options to acquire 40,138purchase 77,230 shares exercisable on or within 60 days after March 21, 2018;22, 2019; 5,437 restricted shares scheduled to vest on or within 60 days after March 22, 2019; and 7,163 shares held jointly by Ms. Esterman and her spouse, Gregory F. Esterman, of which 2,553 were acquired pursuant to the vesting of a restricted share award on April 15, 2017, 603 were acquired pursuant to the vesting of a restricted share award on April 7, 2018, 3,206 were acquired pursuant to the vesting of a restricted share award on April 15, 2018 and 801 were acquired pursuant to the vesting of an RSU award on February 12, 2019.

⁽¹⁰⁾

Consists of options to purchase 22,343 shares exercisable on or within 60 days after March 22, 2019; 2,369 restricted shares scheduled to vest on or within 60 days after March 21, 2018;22, 2019; and 5,0376,176 shares, of which 1,100 were acquired as a result of a stock option exercise on September 6, 2017, 2,950500 were purchased in the open market on May 11, 2015 andMarch 21, 2016, 987 were acquired pursuant to the vesting of a restricted share award on April 15, 2017.2017, 266 were acquired pursuant to the vesting of a restricted share award on April 7, 2018, 987 were acquired pursuant to the vesting of a restricted share award on April 15, 2018, 882 were acquired pursuant to the vesting of a restricted share award on July 27, 2018, 1,981 were acquired pursuant to the vesting of a restricted share award on November 13, 2018 and 573 were acquired pursuant to the vesting of an RSU award on February 12, 2019.

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^(12)(11)

Includes 2,070 shares held by the W. M. Linn Trust, 580 shares held by S & S Agriculture & Oil, LP, a limited partnership in which Mr. Linn shares voting and dispositive power, 1,500 shares held by the William Michael Linn, Roth IRA and 233 shares held by William M. Linn, Simple IRA.

^(13)(12)

Consists of options to acquire 15,092purchase 12,233 shares exercisable on or within 60 days after March 21, 2018, 2,369 restricted shares scheduled to vest on or within 60 days after March 21, 201822, 2019 and 1,4877,886 shares, of which 500 were purchased in the open market on March 21, 2016 and 9876,808 were acquired pursuant to the vesting of a restricted share award on April 15, 2017.August 1, 2018 and 1,078 were acquired pursuant to the vesting of an RSU award on February 12, 2019.

^(14)(13)

ConsistsIncludes 3,076,210 shares for which ownership is attributed to Scott E. Burg and also reported by Deer Park. As a result, the percentages of 1,200 shares purchasedall beneficial owners in the open market by Mr. Chatterjee's spouse, Valeriya Chatterjee, on October 31, 2017.

⁽¹⁵⁾

Consists of 125 restricted shares scheduled to vest within 60 days after March 21, 2018.table total more than 100%.

Equity Compensation Plan Information

The following table sets forth information as of the end of the most recently completed fiscal year with respect to compensation plans under which our equity securities are authorized for issuance.

Plan category	​	Number of securities to be issued upon exercise of outstanding options, warrants and rights				​	Weighted average exercise price of outstanding options, warrants and rights				​	Number of securities remaining available for future issuance under equity compensation plans				​	​	Number of securities to be issued upon exercise of outstanding options, warrants and rights				​	Weighted average exercise price of outstanding options, warrants and rights				​	Number of securities remaining available for future issuance under equity compensation plans				​
Equity compensation plans approved by security holders	​	​	1,745,906		​	​		$28.20		​	​		1,450,799		​	​	​	​	1,440,566		​	​		$30.78		​	​		1,185,281		​	​

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, Directors and persons who own more than ten percent (10%) of our common stock to file reports of ownership and changes in ownership with the SEC. Executive officers, Directors and greater than ten percent (10%) shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon the Company's review of Section 16(a) reports, the Company believes that all Section 16(a) filing requirements applicable to such reporting persons were complied with in 2017.2018.

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Overview

This Compensation Discussion and Analysis provides information regarding each of the following:

•

our compensation philosophy and the overall objectives of our executive compensation program;



•

our compensation governance practices;



•

our executive compensation review process;



•

the elements of our executive compensation program; and



•

the decisions made in 20172018 and the first quarter of 20182019 with respect to the compensation of each of theour named executive officers identified below (the "Named Executive Officers").

Our Named Executive Officers for 20172018 are:

Executive Compensation Philosophy and Objectives

We believe an effective executive compensation program aligns executives' interests with shareholders by rewarding performance that achieves or exceeds specific financial targets and strategic goals designed to improve shareholder value. We seek to provide our executives with long-term incentive opportunities that promote consistent, high-level financial performance and individual service longevity. The Compensation Committee evaluates both performance and compensation opportunities to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key executives remains competitive relative to the compensation paid to similarly situated executives of our peer companies.

To achieve these objectives, we generally believe executive compensation packages should include both cash and equity-based compensation that rewards performance measured against established goals.

In determining executive compensation for fiscal year 2017,2018, our Compensation Committee considered, among other factors, the overwhelming shareholder support that the "Say-on-Pay" proposal received at our 2017 annual meeting of shareholders in 2018, with approximately ninety-twoeighty percent (92%(80%) of voted shares supporting the Company's executive compensation structure, and continued to apply the same effective principles and a philosophy it has used in previous years, includingfocused on pay-for-performance and the use of a compensation programsprogram designed to motivate the creation of shareholder value. In furtherance of these principles, our Compensation Committee has approved certain compensation changes, including (i) moving toward a more regular annual equity grant practice for our executive officers, (ii) changing the payout methodology of our annual incentive plan beginning in 2018 to reduce the cash component and replace it with an equity component and (iii) granting equity more broadly across our organization to motivate and align employees with the success of the Company.

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In furtherance of these principles and philosophy, in 2018, our Compensation Committee approved certain compensation changes in the following areas, including:

•

for our executives, beginning in 2018, changed the payout of any amounts earned under our annual incentive plan from one-hundred percent (100%) in cash to a maximum of seventy-five percent (75%) in cash, requiring executives to elect a minimum of twenty-five percent (25%) to a maximum of fifty percent (50%) of any amount earned to be received in equity that vests over two years;



•

for all other annual incentive-eligible employees, made a corresponding change to the payout of any amounts earned under our annual incentive plan from one-hundred percent (100%) cash to a maximum of ninety percent (90%) in cash, requiring employees to elect a minimum of ten percent (10%) to a maximum of thirty percent (30% of any amount earned to be received in equity that vests over two years; and



•

moving toward a more regular annual equity grant practice for our executive officers as part of our Long-Term Incentive Plan, with a significant portion thereof tied to the achievement of pre-determined performance metrics.

In 2019, as part of our continued focus on the above compensation philosophy and objectives, our Compensation Committee approved further compensation changes in the following areas:

•

beginning in 2019, changing the payout of any amounts earned by our executive officers under our annual incentive plan to sixty percent (60%) in cash and forty percent (40%) in equity that vests over two years, eliminating the feature allowing executives to choose the percentage paid in equity; and



•

moving to all performance-based awards for our executive officers in our Long-Term Incentive Plan beginning in 2019, with fifty percent (50%) of each award tied to the Company's achievement of adjusted earnings per share goals and relative shareholder return, each measured over a three-year performance period, and fifty percent (50%) tied to executives' achievement of a minimum performance level on their annual scorecards.

Compensation Governance Practices

Our compensation program maintains and continues to build upon the Company's compensation governance framework. In evaluating the design of our compensation program, our Compensation Committee considers whether such program discourages behavior that may result in unnecessary or excessive risk.

Key features of our compensation program and practices include:

•

Performance-basedPerformance-Based Compensation.  Pay is highly linked to performance. Our 20172018 incentive cash compensation awards make up an importanta significant portion of the cashtotal compensation for each of our Named Executive Officers, including the majority of the compensation for our Chief Executive Officer, and are based on financial goals (e.g., service revenue, adjusted pre-tax income and/or adjusted diluted earnings per share ("EPS") targets), strategic initiatives, compliance, customer experience and individual performance goals.organizational impact. In addition, the 2017 and 2018 awards issued pursuant to our Long TermLong-Term Incentive Plan havehad a significant performance component.component, while we expect the 2019 awards issued pursuant to our Long-Term Incentive Plan will be fully performance-based.



•

Independent Compensation Consultant.  We typically use an independent compensation consultant to review, analyze and provide recommendations regarding executive compensation.

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•

Minimum Stock Ownership Requirement for the Chief Executive Officer.  In February 2018, the Board of Directors instituted a minimum stock ownership requirement for our Chief Executive Officer requiring that he beneficially own Altisource stock equal to at least three times his base salary.



•

Claw-Back Policy.  In February 2018, we voluntarily adopted a claw-back policy that provides that, in the event of an accounting restatement, the Company may seek to recoup incentive compensation paid to one or more executive officers to the extent that their fraud or intentional misconduct caused the restatement.



•

Restrictive Covenants.  With respect to equity grants made after January 1, 2013, we have the right to cancel outstanding equity awards and recover realized gains if an executive breaches certain restrictive covenants within two years following his or her departure from the Company.



•

Golden Parachute Excise Tax Protection.  We do not provide golden parachute excise tax gross-up protection for our executives.



•

Anti-Hedging and Anti-Pledging Policies.  Our Corporate Governance Guidelines prohibit our executive officers and directors from pledging or otherwise encumbering shares of the Company's common stock as collateral for indebtedness and from entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company's common stock. We also maintain a management directive detailing our trading window period policy and our insider trading policy, which contains similar prohibitions.

Our Executive Compensation Review Process

Role of Our Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation programs,program, including base salaries, annual non-equity and equity incentive compensation, equity awards, including those under our Long-Term Incentive Plan, and executive benefits. The Compensation Committee determines the compensation of our Chief Executive Officer and approves the compensation of other executive officers.

The Compensation Committee reviews the compensation of our Chief Executive Officer and other executive officers periodically to determine whether compensation changes are appropriate, and it may make changes to target total compensation opportunities from time to time. To make decisions that are informed by

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marketplace practices, the Compensation Committee, typically in consultation with its independent compensation consultant, conducts benchmarking analysesanalysis among peer companies ofthat are comparable in size, industry and similarother attributes and that may compete with Altisource for qualified management talent. Thetalent bi-annually. In evaluating executive compensation, the Compensation Committee also considers additionalsuch factors such as the executive's performance against pre-set targets for the year, the Company's overall performance against its pre-set targets in the environment in which the Company is operating, the performance of the Company's stock price compared to similar companies, the executive's experience and expertise, the executive's scope of responsibility and other factors such as retention.

Role of Executive Officers in Compensation Decisions

Certain executives are involved in the design and implementation of our executive compensation programs.program. Our Chief Executive Officer and Chief Administration and Risk Officer generally attend Compensation Committee meetings, except that they are not present during any voting or deliberations on their own compensation. These executives actively participate in performance reviewsdeterminations and compensation discussions for other executive officers, including making recommendations to the Compensation Committee as to the amount and form of compensation (other than their own).compensation. The Compensation Committee exercises its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations. The Compensation

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Committee generally delegates executive compensation matters to the Chief Executive Officer and the Chief Administration and Risk Officer for further development and execution following approval by the Committee.

In addition, the Compensation Committee has delegated authority to the Chief Executive Officer and the Chief Administration and Risk Officer to approve equity awards of up to 5,000 stock options or 5,000 restricted shares (or similar equity instrument) per employee (other than executive officers), with an exercise price of up to $50 per share or 5,000 restricted shares (or similar equity instrument) for employees (other than executive officers), withand in an aggregate amount of up to 75,000 stock options or restricted shares (or similar equity instrument) per calendar year. Awards approved by these executives pursuant to this delegation are reported to the Compensation Committee.

Role of Compensation Consultant

The Compensation Committee periodically engages an independent compensation consultant to provide compensation consulting services. With the consent of the Compensation Committee or Compensation Committee Chairman, the independent compensation consultant coordinates with the Company's human resources function to gather information necessary to provide these services and reviews, validates and provides input on information, programs and recommendations.

Among other services, from time to time the Compensation Committee engages its compensation consultant to review the peer group used to benchmark executive and director pay to ensure the comparisons remain meaningful and relevant. Consistent with this practice and considering the evolution of Altisource's business model, in 2017, the Compensation Committee engaged its compensation consultant, Exequity, to conduct an in-depth review of the companies in its peer group.

As part of this review, Exequity provided research related to potential Based on the compensation consultant's recommendation, the Compensation Committee approved removing five companies from the peer group companies for Altisource, taking into consideration many factors, including known competitors for executive talent, participants within Altisource's industry sectors, as well asand adding seven companies in adjacent industries, comparability ofresponse to the significant change at that time in Altisource's business models and organizational complexity, geographic footprint and comparability of business scale (primarily focused on revenues and market capitalizations). Exequity worked with Altisource's management and human resources function to identify companies that competemodel around our four strategic businesses. In 2018, in consultation with the Company for executive talentcompensation consultant, the Compensation Committee approved removing Nationstar Mortgage Holdings, Inc. ("Nationstar") and adding Mr. Cooper Group Inc., following WMIH Corp.'s acquisition of Nationstar on October 10, 2018 and a change in eachthe combined company's name to Mr. Cooper Group Inc.

The group of its four strategic businesses, Servicer Solutions, Origination Solutions, Consumer Real Estate Solutions and Real Estate Investor Solutions. Exequity also provided research to identify which existing19 peer group companies currently consists of:

•

Black Knight Financial Services, Inc.

•

CoreLogic, Inc.

•

CoStar Group, Inc.

•

Ellie Mae, Inc.

•

Everi Holdings, Inc.

•

ExlService Holdings, Inc.

•

FleetCor Technologies, Inc.

•

Genpact Ltd.

•

Jack Henry & Associates Inc.

•

Marcus & Millichap, Inc.

•

Mr. Cooper Group Inc.

•

PennyMac Financial Services, Inc.

•

Radian Group Inc.

•

RealPage, Inc.

•

Redfin Corporation

•

Stewart Information Services Corp.

•

Virtusa Corp.

•

WEX, Inc.

•

Zillow Group, Inc.

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were no longer appropriate benchmarking peers dueUtilizing an analysis similar to tenuous business comparability and/or company scale.

Pursuant to Exequity's recommendations, and to better align our peer group with our current business model, the Compensation Committee determined to remove five companies (Equifax, Inc., PRGX Global, Inc., Sykes Enterprises Incorporated, Syntel, Inc. and Walter Investment Management Corp.) and to add seven companies (CoStar Group, Inc., Ellie Mae, Inc., Marcus & Millichap, Inc., Radian Group, RealPage, Inc., Redfin Corporation and Zillow Group, Inc.) to its peer group.

The resulting group of 19 peer companies consists of:

•

Black Knight Financial Services, Inc.

•

CoreLogic, Inc.

•

CoStar Group, Inc.

•

Ellie Mae, Inc.

•

Everi Holdings, Inc.

•

ExlService Holdings, Inc.

•

FleetCor Technologies, Inc.

•

Genpact Ltd.

•

Jack Henry & Associates Inc.

•

Marcus & Millichap, Inc.

•

Nationstar Mortgage Holdings, Inc.

•

PennyMac Financial Services, Inc.

•

Radian Group Inc.

•

RealPage, Inc.

•

Redfin Corporation

•

Stewart Information Services Corp.

•

Virtusa Corp.

•

WEX, Inc.

•

Zillow Group, Inc.

Based on the research provided by Exequity, and the factors noted above, the Compensation Committee determined that the revised peer group is appropriate for use in future director and executive pay studies. This revised peer group was used to conduct benchmarking analyses for the director and executive pay studies described below.

The Compensation Committee also engaged Exequity to conduct a director pay benchmarking study relative to the above-listed companies. The pay study concludedconducted by our compensation consultant that the total compensation (cash and equity)is described in "Compensation Arrangements for our non-management Directors is below the peer group median. Based on these findings and other factors, the Compensation Committee recommended submitting a proposal to our shareholders to increase the value of the annual equity award made to our non-management Directors from $110,000 to $120,000. Please see "Proposed Change in Compensation" in the "Board of Directors Compensation" sectionNon-Management Directors" above, for further information relating to this pay study and the proposed compensation change.

Utilizing a similar analysis, in the first quarter of 2018, Exequity conducted a pay study to analyze the competitiveness of Altisource's executive pay levels relative to the pay levels for the companies in its peer group. In conducting its analysis, Exequity compared Altisource's positions to peer benchmarks in terms of base salary, target annual cash incentive opportunity, total target cash compensation, long-term incentive compensation and total direct compensation (target total cash compensation plus long-term incentives). Following its pay study, Exequity concluded that the total direct compensation for each of Altisource's top five executive officers was below the peer group's median level for comparable roles at peer-group companies, primarily as a result of lower equity compensation. The Compensation Committee considered

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the results of this pay study in determining the size of the 2018 equity grants awarded to these executives under the Company's 2017 Long-Term Incentive Plan. Please see "2018 Long-Term Incentive Plan Awards" in the "Equity Compensation" section below for further information regarding these grants.

In 2017, the Company also sought input from Exequity with regard to the design of the 2017 and 2018 awards issued under our Long-Term Incentive Plan and the September 2017 compensation increase for the Chief Administration and Risk Officer, which are described further in subsequent sections of this Compensation Discussion and Analysis.

Elements of Executive Compensation

The current annual compensation package for our Named Executive Officers primarily consists of three elements:

•

Base salary.  Base salary is intended to attract executives and to provide fixed compensation that is commensurate with the executive's scope of responsibility and effectiveness.



•

Annual cash incentive compensation.  Altisource's annual incentive compensation—which, beginning with the 2018 service year, is payable in a combination of cash incentive and equity—is based on the achievement of Company performance targets and an assessment of the executive's individual performance, andimpact on the organization. The annual incentive plan is designed to align the executive's compensation with the Company's strategic business and financial goals andthat increase long-term shareholder value.



•

Long-term equity compensation.  Long-term equity compensation focuses on the retention of high-performing executives and incenting the achievement of strategic business objectives designed to increase long-term shareholder value.

We believe that this compensation mix supports our objective of havingputting a large portion of compensation that is "at risk" based on Company performance. These elements of compensation are also designed to be consistent with competitive market practices and to attract and retain highly talented executives. Going forward, we expect to furthercontinue to emphasize theperformance-based long-term equity compensation element because of (i) the direct link that equity compensation provides between shareholder interests and the interests of our executives and (ii) the employee retention characteristics that equity compensation provides considering our industry and business environment.

Base Salary

Base salaries for our Named Executive Officers are established based on individual qualifications and job responsibilities while using a market-based approach that takes into account compensation levels at companies in our peer group for similar positions. The Compensation Committee sets the base salary for the Chief Executive Officer and approves the base salaries for all other Named Executive Officers.

Base salaries for our Named Executive Officers are reviewed periodically, withand adjustments may be made based on market information, internal review of the Named Executive Officer's compensation in relation to other executives, individual performance and corporate performance. Salary levels are also considered upon a relocation, a promotion or other change in job responsibility. Please refer to "Other Compensation Decisions for our Named Executive Officers" below for additional information relating to base salary changes approved by the Compensation Committee for our Named Executive Officers in 2017.

In addition, under article L.223-1 of the Luxembourg Labor Code, all compensation owed pursuant to an employment agreement is required to be adapted based upon the cost of living index in the Grand Duchy of Luxembourg. As previously disclosed, effective January 1, 2017, there was a required two and a half percent (2.5%) increase in compensation pursuant to this law. The base salaries for our Named Executive Officers and the incentive compensation targets for the Chief Executive Officer and the Chief Administration and Risk Officer were adjusted accordingly.

Base salaries for our Named Executive Officers are set in U.S. dollars and paid in euros. Please see the Summary Compensation Table under "Executive Compensation" for additional information regarding the base salaries of our Named Executive Officers.

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In addition, under article L.223-1 of the Luxembourg Labor Code, compensation owed pursuant to an employment agreement is required to be adapted based upon the cost of living index in the Grand Duchy of Luxembourg. As previously disclosed, effective August 1, 2018, there was a required two and a half percent (2.5%) increase in compensation pursuant to this law. On these dates, the base salaries for our Named Executive Officers (other than Ms. Esterman, who does not reside in Luxembourg) and the incentive compensation targets for the Chief Executive Officer and the Chief Administration and Risk Officer were adjusted accordingly. There were no other changes to base salaries for our Named Executive Officers in 2018.

Base salaries for our Named Executive Officers are set in U.S. dollars and paid in euros (other than for Ms. Esterman, who resides in the U.S. and Mr. Mastioni, whose salary is set and paid in euros). Please see the Summary Compensation Table under "Executive Compensation" for additional information regarding the base salaries of our Named Executive Officers.

Annual Incentive Compensation

The following discussion provides a summary of the compensation of our Named Executive Officers under our annual incentive plan for performance during 2018, other than Mr. Chatterjee, who did not participate due to his resignation as Chief Financial Officer in August 2018. See the discussion of Mr. Chatterjee's compensation in "Compensation of Named Executive Officer Whose Employment Ended During 2018" below.

Overview

Pursuant to anour annual incentive plan, a participant earns cashannual incentive compensation subject to award guidelines as determined by the Compensation Committee. The plan provides the Compensation Committee (payable in a combination of cash and our management with the authority to establish incentive award guidelines, which are further discussed below.equity).

In 2017,2018, consistent with prior years, each Named Executive Officer (other than Mr. Chatterjee⁽¹⁾) had a targeted annual cash incentive award that is expressed as a percentage of his or her target total annual compensation. As previously reported, in order to better align with market practice, support the retention of our executives and more closely align executive compensation with shareholder interests, the annual incentive award program was amended in February 2018 to require executives to elect to have a minimum of twenty-five percent (25%), and up to a maximum of fifty percent (50%), of their annual incentive compensation, which was previously paid entirely in cash, total target compensation. Incentivepaid in RSUs. Messrs. Shepro and Wilcox and Ms. Esterman each elected to receive fifty percent (50%) of their 2018 annual incentive compensation in cash and fifty percent (50%) in RSUs, Mr. Mastioni elected to receive sixty percent (60%) in cash and forty percent (40%) in RSUs and Mr. Ritts elected to receive seventy percent (70%) in cash and thirty percent (30%) in RSUs. Annual incentive compensation awards made up a significant portion of the target total annual cash compensation for each of our Named Executive Officers, including the majority of the compensation for our Chief Executive Officer.

In 2017, thirty-four2018, thirty-five percent (34%(35%) to sixty percent (60%) of target total annual cash target compensation of our Named Executive Officers was payable only upon achievement of certain minimum Company and individual performance levels. The appropriate targeted percentage is assigned to our Named Executive Officers based upon the nature and scope of their responsibilities.

The table below reflects the percentage of each executive's target and actual total annual cash compensation that was allocated to each of base salary and annual incentive compensation in 20172018 and the percentage of actual total annual cash compensation for each executive that was allocated to each of base salary and annual incentive compensation in 2017:

⁽¹⁾

Mr. Chatterjee joined the Company in October 2017 and did not participate in the 2017 annual incentive plan. However, pursuant to the terms of his employment agreement, to compensate for the lost incentive opportunity from his prior employer, Mr. Chatterjee was provided the opportunity to earn an incentive compensation award of $485,000, subject to meeting performance criteria. In November 2017, the Compensation Committee approved the performance criteria for Mr. Chatterjee which pertained to (i) amending our Senior Secured Term Loan ("SSTL"), (ii) continuing to develop shareholder communications and (iii) supporting other corporate initiatives. In the first quarter of 2018, the Committee determined that Mr. Chatterjee met these performance expectations and Mr. Chatterjee received an award of $485,000.

⁽²⁾

The executive's Incentive Compensation includes a one-time discretionary award of $31,486 to reflect the executive's efforts and accomplishments leading our Servicer Solutions business and revenue diversification efforts to position it for continued growth, and contribution to the completion of our Cooperative Brokerage Agreement with New Residential Investment Corp. ("NRZ").

⁽³⁾

The executive's Incentive Compensation includes a one-time discretionary award of $23,125 to reflect the executive's significant contributions to our strategic initiatives, including the amendment of the SSTL and the completion of the Luxembourg subsidiary restructuring as well as the completion of our Cooperative Brokerage Agreement with NRZ.

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actual total annual compensation for each executive that was allocated to each of base salary and annual incentive compensation in 2018:

Our annual incentive compensation is structured in a manner that is intended to motivate executives to achieve pre-established key performance indicators by rewarding executives for such achievement. As in prior years, this was accomplished in 20172018 by utilizing a scorecard methodology whichthat incorporates multiple financial and non-financial performance indicators (with(typically with a substantial majority beingof the award tied to financial performance indicators) for our Named Executive Officers that are developed through our annual strategic planning process and designed to enhance Company performance and long-term shareholder value. Typically, thirty-five percent (35%) to fifty-five percent (55%) of the total incentive award opportunity for

In 2018, our Named Executive Officers were also evaluated on their "Altisource Impact," which measured whether the executives created long-term shareholder value by collaborating across business units, developing strategic business ideas and implementing operational excellence and process improvements. Unlike the performance appraisal in prior years, this rating was not tied to a portion of the executive's target annual incentive opportunity; rather, a positive rating was a condition of the executive's eligibility to receive the portion of his or her incentive that is tied to the achievement of financial objectives.

Consistent with prior years, in 2017, the annual cash incentive award for our Chief Executive Officeroverall Altisource corporate performance on revenue and other Named Executive Officers was based on (i) the executive's performance against goals established per their scorecards (eighty percent (80%)) and (ii) a performance appraisal (twenty percent (20%)).adjusted diluted EPS.

Personal Scorecards of our Continuing Named Executive Officers

The corporate scorecard is approved annually by the Board of Directors and is utilizedused by the Compensation Committee to determine the personal scorecards of our Chief Executive Officer and other Named Executive Officers and, following the end of the performance period, the appropriate amount of incentive compensation awarded to these executives. During the development of the corporate scorecard each year, the Board considers the level of difficulty associated with the attainment of each goal in the corporate scorecard. The intent of the Board of Directors is to establish target levels in the scorecard that are ambitious but achievable. CertainSubsequent amendments/exceptions to the corporate scorecard maymust also be approved at subsequentby the Board of Directors meetings.Directors. Typically, these amendments/exceptions to the corporate scorecard reflect adjustments deemed by the Board of Directors to be appropriate in light of changes to the business or other relevant factors during the year.

The Chief Executive Officer's personal scorecard is based on corporate level goals (comprising financial objectivesAltisource revenue, Altisource adjusted diluted EPS and strategic initiatives)compliance and customer experience targets) established in the corporate scorecard, while the scorecards for other Named Executive Officers are generallytypically based on performance within their respective corporate, business unit or support unit.

In 2017, the componentsunits in each scorecard of our Named Executive Officers were weighted individually based on relevanceaddition to the ultimate financial performance of the Company and the importance of their achievement to the success of our corporate strategy. Within each component of the scorecard, there were three (3) established levels of achievement: threshold, target and outstanding. Each level of achievement was typically tied to a relative point on a percentage scale which indicates the level of goal achievement within each component of the scorecard. Generally, achieving the threshold level of achievement earned the executive fifty percent (50%) of the target incentive compensation tied to such goal; the target level of achievement earned the executive one hundred percent (100%) of the target incentive compensation tied to such goal; and the outstanding level of achievement earned the executive one hundred fifty (150%) of the target incentive compensation tied to such goal. An achievement below the threshold level would generally not entitle the executive to compensation for the associated goal.

In 2017, the corporate scorecard goals were cascaded down through the organization to incentive-eligible employees in their personal scorecards, which are also linked to corporate profitability and the achievement of our strategic initiatives. The scorecards were communicated to all incentive-eligible employees and were made available to them. Performance against such scorecards is generally reviewed with management periodically through business reviews and after the end of each year. This incentive compensation structure is intended to align the goals of our incentive-eligible employees with the overall success of the Company, while establishing clear performance standards within their respective business or support units.goals.

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In 2018, the components in each scorecard of our Named Executive Officers were weighted individually based on relevance to the ultimate financial performance of the Company and their achievement with respect to compliance and customer experience targets. Within each component of the scorecard, there were four (4) established levels of achievement: below threshold, threshold, target and outstanding. Each level of achievement was typically tied to a relative point on a percentage scale that indicates the level of goal achievement within each component of the scorecard. Generally, a below threshold level of achievement earned the executive zero percent (0%) of the target incentive compensation tied to such goal; a threshold level of achievement earned the executive fifty percent (50%) of the target incentive compensation tied to such goal; a target level of achievement earned the executive one hundred percent (100%) of the target incentive compensation tied to such goal; and an outstanding level of achievement earned the executive one hundred fifty percent (150%) of the target incentive compensation tied to such goal.

In 2018, the corporate scorecard goals were cascaded down through the organization to annual incentive-eligible employees in their personal scorecards, which are also linked to adjusted diluted EPS⁽¹⁾ targets and the achievement of our compliance and customer experience targets. The 2017scorecards were communicated to all annual incentive-eligible employees and were made available to them, with updates generally provided monthly throughout the year. Performance against such scorecards is generally reviewed with management periodically through business reviews and after the end of each year. This incentive compensation structure is intended to align the goals of our annual incentive-eligible employees with the overall success of the Company, while establishing clear performance standards within their respective corporate, business or support units.

The 2018 corporate scorecard was approved by the Board of Directors at its meeting on November 15, 2016.in February 2018. Certain amendments to the corporate scorecard were approved at subsequent Board of Directors meetings. These amendments to the corporate scorecard reflected adjustments deemed by the Board of Directors to be appropriate in light of changes to the business or other relevant factors during the year. Such factors included, by way of illustration, (i) 2017 industry-widehigher interest expense from the refinancing of the senior secured term loan origination volumes, which were significantly lower than anticipated,extended the maturity date from December 2020 to April 2024 and (ii) a change intightening of the business strategyacquisition criteria to incorporate the impact of one of our large clients.the increasing interest rate environment and slowing rental appreciation. In evaluating whether to approve an amendment to the corporate scorecard, the Board of Directors considered the effect that such amendment would have on our Named Executive Officers' personal scorecards, and whether the rationale for the amendment was due to factor(s) beyond their control.control or was due to decisions taken in the overall best interests of the Company and its shareholders.

Consistent with prior years, theThe Company's corporate scorecard for 2017 included achieving2018 was simplified compared to prior years, with a significantly larger percentage of the personal scorecards of our Named Executive Officers tied to the achievement of financial targets and simplified goals, including consolidated service revenue and adjusted diluted EPS⁽¹⁾ targets and achieving growth initiatives or business segment specificsegment-specific service revenue and adjusted pre-tax income⁽²⁾ targets. In addition, the corporate scorecard provided for execution againstincluded specific goals linked to our strategic initiatives.compliance and customer experience objectives.

⁽¹⁾

Adjusted diluted EPS (a non-U.S. GAAP measure is calculated by dividing net income attributable to Altisource after removing intangible asset amortization expense (net of tax), share-based compensation expense (net of tax), gain on sale of business (net of tax), sales tax accrual (net of tax), restructuring charges (net of tax), loss on debt refinancing (net of tax), goodwill write-off from business exit (net of tax), unrealized loss on investment in equity securities (net of tax), certain income tax related items, net and litigation settlement loss (net of tax), by the weighted average number of diluted shares.

⁽²⁾

Adjusted pre-tax income is calculated by removing non-controlling interests, intangible asset amortization expense, share-based compensation expense, gain on sale of business, sales tax accrual, restructuring charges, loss on debt refinancing, goodwill write-off from business exit, unrealized loss on investment in equity securities and litigation settlement loss from income before income taxes and non-controlling interests.

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Overall, the Company achieved a majority of its 2017significant 2018 corporate scorecard goals, including those tied to consolidated service revenue, adjusted diluted EPS, Consumer Real Estate Solutions adjusted pre-tax income, Chief Financial Officer Department expense, Chief Administration and Risk Officer Department expense, Law and Compliance Department expense and compliance and customer experience and other strategic initiatives. With respect to the other strategic initiatives, thetargets. Additional significant Company achievements included successfully (i) established a direct relationship with NRZ by entering into a Cooperative Brokerage Agreementrefinancing the senior secured term loan in April 2018, extending the maturity from December 2020 to April 2024, (ii) using $15.0 million received from the sale of the rental property management business to Front Yard Residential Corporation ("RESI") and related letter agreement$49.9 million to repay debt based on amounts received and a non-binding Letteranticipated to be received from the discontinuation of Intentthe BRS business to enter into a Services Agreement, (ii) completed a restructuring of its Luxembourg subsidiariesrepay debt and (iii) launching Project Catalyst to simplifybetter align the Company's corporatecost structure with anticipated revenue and allow it to operate more efficiently, resulting in a netimprove operating loss carryforward of $300.9 millionmargins and (iii) amended its SSTL to allow the Company to make open market share purchases and complete the Luxembourg restructuring.performance. The Company also won several new large customer mandates, expanded key existing relationships and continued to develop the sales pipeline, positioning Altisource to grow non-Ocwen revenue in 2018 and beyond and further diversifying itsour revenue base.

The Company also made significant progress positioning its Consumer Real Estate Solutions business for long-term success by achieving goals related to improving the conversion of Owners.com leads to showings. Further, the Company achieved its goal related to the advancement of its marketplace strategy.

Among the goals applicable to our Named Executive Officers, the Company did not achieve (i) the company-wide diversified service revenue goal and (ii) the adjusted pretax income goal for certain ServicerConsumer Real Estate Solutions businesses⁽³⁾. Withservice revenue goal. The underperformance with respect to our diversifiedthe company-wide service revenue goal we believe that there was a slowing of our growth primarily due to lower service revenue from the decision of some of our current and prospective clients to perform additional due diligence on Altisource following the April 2017 announcements of regulatory actions against OcwenOrigination Solutions, Real Estate Investor Solutions and the uncertainty associated with NRZ's May 2017 announcement of its agreement in principalConsumer Real Estate Solutions businesses. These businesses were impacted by elongated timelines to acquire certain mortgage servicing rights from Ocwen. We believe this additional diligence largely affected timing, not wins of new business, as evidenced by our recent successes at winningclose and onboard new business and expandingthe decision to discontinue the BRS and construction management businesses. Although the Consumer Real Estate Solutions business with existing customers.

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Adjusted diluted EPS (a non-GAAP measure) is calculateddid not achieve its service revenue goal, this business did experience tremendous service revenue growth, growing by dividing net income attributable to Altisource plus intangible asset amortization expense (net of tax), and adding or deducting certain income tax related items relating to the Luxembourg subsidiary merger, other income tax rate changes82% in Luxembourg and the United States and an increase in foreign income tax reserves (and related interest), by the weighted average number of diluted shares.

⁽²⁾

Adjusted pre-tax income is calculated by adding intangible assets amortization expense, to, and deducting net income attributable to non-controlling interests from, income before income taxes and non-controlling interests.

⁽³⁾

For purposes of this section, references to the "Servicer Solutions" business(es) exclude certain servicer technology businesses and the mortgage charge-off collection business.

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Our corporate scorecard for 2017,2018, as amended, and corresponding achievement levels for our Named Executive Officers (other than(excluding Mr. Chatterjee, who didwas not participatea participant in the 2017 annual incentive plan)plan as a result of his resignation as Chief Financial Officer) are detailed below:

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The elements of our strategic initiatives and actual levels of achievements of our Named Executive Officers against such initiatives are set forth below. We do not disclose all of our specific performance measures and targets forIf these initiatives as they contain highly sensitive datainformation related to our business operations and strategy. We believestrategy that we deem highly sensitive, we do not disclose all of the disclosure of suchspecific performance measures and targets because we believe that such disclosure would result in competitive harm.