results of its evaluation, including an assessment of the charter’s adequacy. The Compensation Committee last reviewed its charter in December 2025. The Compensation Committee met six (6) times in 2025.
Nomination/Governance Committee. The Nomination/Governance Committee provides the Board with corporate governance guidelines, oversees the evaluation of the Board, and recommends individuals qualified to serve as Directors and committee members. The Nomination/Governance Committee also advises the Board on matters related to Board composition, procedures and committee structure. The Nomination/Governance Committee may retain, at the Company’s expense, independent counsel or other advisors as it deems necessary.
The members of the Nomination/Governance Committee during 2025 were Messrs. Morettini and Müller-Ineichen, with Mr. Morettini serving as the Committee Chair. Each member of the Nomination/Governance Committee is independent as defined by the Nasdaq listing standards.
The Nomination/Governance Committee operates under a written charter approved by the Board, which is available on our website at https://ir.altisource.com/corporate-governance and in print upon request. The Nomination/Governance Committee reviews its charter annually and presents any recommended amendments to the Board. The Nomination/Governance Committee also evaluates its performance under its charter and reports to the Board on the results of its evaluation, including an assessment of the charter’s adequacy. The Nomination/Governance Committee last reviewed its charter in December 2025. The Nomination/Governance Committee met five (5) times in 2025.
The Nomination/Governance Committee regularly evaluates the appropriate size of the Board. When a vacancy is anticipated, the Nomination/Governance Committee selects several candidates for Director. Candidates may be recommended to the Nomination/Governance Committee by current members of the Board, professional search firms, shareholders or industry sources.
When recommending nominees to the Board, the Nomination/Governance Committee considers candidates based on merit and against objective criteria relating to the individual’s knowledge, experience, skills and expertise, while giving due consideration to the benefits of diversity on the Board.
In evaluating a particular candidate, the Nomination/Governance Committee also considers factors beyond the candidate’s qualifications and background, including: (i) the current composition of the Board and the interplay between the candidate’s experience and the backgrounds of the current members of the Board; (ii) whether the candidate meets the independence standards required under applicable laws, regulations and Nasdaq listing standards; (iii) the balance between management and independent Directors; (iv) the need for Audit Committee expertise; and (v) the evaluation of other prospective nominees.
As part of this evaluation, prospective nominees are interviewed by one or more members of the Nomination/Governance Committee, and others as appropriate. After completing the evaluation and interview process, the Nomination/Governance Committee recommends individuals for nomination to the Board. After considering the Nomination/Governance Committee’s recommendations and report, the Board determines which candidates will be nominated and presented to the shareholders for election.
Potential director candidates meeting the criteria established by the Board are identified either by reputation, existing Board members or stockholders.
The Nomination/Governance Committee considers Director candidates recommended by shareholders. If you would like to recommend persons for consideration by the Nomination/Governance Committee as nominees for election to the Board, you can do so by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 33, Boulevard Prince Henri, L-1724 Luxembourg City, Grand Duchy of Luxembourg. If you recommend a qualified candidate for Director, the Nomination/Governance Committee will evaluate that candidate in the same way that it would evaluate any other candidate.
You should provide each proposed nominee’s name, biographical information, qualifications and areas of expertise, along with 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 be considered for inclusion in our proxy materials for our 2027 annual general meeting of shareholders, any such recommendation must be received at our registered
