| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on February 16, 2022, Patricia L. Cook, Chief Executive Officer (“CEO”) of Finance of America Companies Inc. (the “Company”), informed the Company of her intention to retire as CEO of the Company, effective upon the appointment of her successor. On June 13, 2022, Ms. Cook informed the Company that she will retire as CEO of the Company effective as of June 30, 2022 due to an existing medical condition. Ms. Cook will continue to serve on a month-to-month basis as a senior consultant to the Company through December 31, 2022.
On June 13, 2022, the Board of Directors appointed Graham A. Fleming, President of the Company, as interim CEO, effective as of July 1, 2022. Mr. Fleming will continue to serve as President of the Company during this interim period.
Graham A. Fleming joined the Company in December 2013 and was appointed to President of the Company in October 2020. Prior to his current role, Mr. Fleming served as Chief Administrative Officer, overseeing Finance, Treasury, Risk, Compliance and Corporate Administration. Prior to joining the Company, Mr. Fleming founded and served as the President of Icon Residential Lenders. Prior to that, Mr. Fleming served as the Chief Financial Officer of AMRESCO Residential Mortgage. Mr. Fleming brings over 25 years of experience in the mortgage lending business including extensive expertise in strategic planning, accounting and financial management, regulatory compliance, quality control and risk management, secondary operations and capital markets. Mr. Fleming attended the Dublin Business School, Ireland and is a Chartered Certified Accountant.
Cook Separation Agreement, Consulting Agreement and Restrictive Covenant Agreement
In connection with her departure, the Company and Ms. Cook will enter into a Separation Agreement, which sets forth the terms of Ms. Cook’s separation (the “Cook Separation Agreement”), a Consulting Agreement, which sets forth the terms of Ms. Cook’s consultancy for the Company (the “Cook Consulting Agreement”), and a Restrictive Covenant Agreement, which sets forth certain restrictive covenants in connection with Ms. Cook’s separation (the “Cook Restrictive Covenant Agreement”). The Cook Consulting Agreement will provide for a six-month consulting period following Ms. Cook’s termination of employment on June 30, 2022, for which she will receive a consulting fee of $25,000 per month and will be available to provide transition services to the Company and Mr. Fleming. In addition, pursuant to the Separation Agreement, which includes a customary mutual release of claims between the Company and Ms. Cook, Ms. Cook will receive separation pay equal to $1,375,000. Ms. Cook will not receive any other incentive compensation during her period of service as a consultant to the Company. The Cook Restrictive Covenant Agreement contains customary confidentiality, cooperation, non-competition, non-solicitation and non-disparagement provisions.
As previously disclosed, Ms. Cook was granted 1,307,195 restricted stock units on June 17, 2021 (of which 653,599 will be unvested as of the date of her retirement) (the “Specified RSUs”) pursuant to the Finance of America Companies Inc. 2021 Omnibus Incentive Plan, Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the “A&R LTIP”) and an award agreement entered into between Ms. Cook and the Company. In addition, pursuant to the A&R LTIP, Ms. Cook was granted the right to receive up to 136,800 shares of Class A Common Stock of the Company upon specified earnout dates (the “Earnout Rights”) to the extent such dates occur and subject to certain other terms and conditions set forth in the A&R LTIP. In connection with her retirement from the Company, the Company had previously determined (as approved by the Board and the Compensation Committee of the Board) to fully accelerate the Specified RSUs as of the effective date of her retirement. The Company had also determined (as approved by the Board and the Compensation Committee of the Board) that Ms. Cook’s Earnout Rights will remain outstanding and eligible to vest following her retirement upon the occurrence of the applicable earnout dates.
| Item 7.01. | Regulation FD Disclosure. |
On June 13, 2022, the Company issued a press release announcing Ms. Cook’s retirement. A copy of the Company’s press release is attached as Exhibit 99.1 to this report. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
