FOA 8-K
Finance of America Companies Inc. (FOA)
8-K
2025-03-20
For: 2025-03-19
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including Zip Code)
(877 ) 202-2666
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2025, the Board of Directors (the “Board”) of Finance of America Companies Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board to seven members and elected Andrew Essex and Cory Gardner to fill current vacancies, both effective March 19, 2025, to serve until the Company’s 2025 Annual Meeting of Stockholders and until the election and qualification of their respective successor, or death, resignation, disqualification or removal.
Additionally, the Board appointed (i) Mr. Gardner as a member of the Audit Committee of the Board, effective upon becoming a director, and (ii) Mr. Essex as a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board, effective upon becoming a director.
The Board has determined that each of Messrs. Essex and Gardner qualify as an independent director for service on the Board and the respective committees to which they were assigned under the listing standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and rules of the Securities and Exchange Commission (“SEC”), as applicable.
Each of Messrs. Essex and Gardner (i) has no arrangements or understandings with any other person pursuant to which he was selected as a director and (ii) is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with their service on the Board and respective committees, as a non-employee director, each of Messrs. Essex and Gardner will be compensated on a prorated basis in accordance with the Company’s compensation policy for non-employee directors of the Board as described under “Director Compensation” in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the SEC on March 28, 2024, which description is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On March 20, 2025, the Company issued a press release announcing the appointments of Messrs. Essex and Gardner as new directors. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | ||||||||||
| 99.1* | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Finance of America Companies Inc. | |||||||||||
| Date: | March 20, 2025 | By: | /s/ Matthew A. Engel | ||||||||
Name: Matthew A. Engel | |||||||||||
Title: Chief Financial Officer | |||||||||||
Exhibit 99.1
FOA Appoints New Board Members Andrew Essex and Cory Gardner
Strategic Appointments Strengthen FOA in Key Areas for its Growth Plans
PLANO, Texas – March 20, 2025 -- Finance of America Companies Inc. (“FOA” or the “Company”) (NYSE: FOA), a leading provider of home equity-based financing solutions for a modern retirement, today announced the appointment of Andrew Essex and former U.S. Senator Cory Gardner to its Board of Directors. Their addition brings a wealth of expertise in marketing, public policy, and strategic growth, further strengthening the Company’s leadership as it continues to expand its impact on senior homeowners.
Andrew Essex is a recognized leader in marketing and brand strategy, having served as the former CEO of Droga5, one of the world’s most influential advertising agencies. With decades of experience in media, communications, and corporate storytelling, Essex brings a deep understanding of consumer engagement and brand positioning that will help FOA continue to educate and empower retirees.
Cory Gardner served as a U.S. Senator from Colorado from 2015 to 2021 and previously as a U.S. Representative. With extensive experience in legislative affairs, financial services, and regulatory policy, Gardner will provide valuable insights into the evolving financial landscape and help guide FOA in fostering relationships with policymakers and industry stakeholders.
“I’m thrilled to welcome Andrew and Cory to our Board,” said Brian Libman, Chairman and Founder of FOA. “Andrew’s innovative marketing acumen and Cory’s deep understanding of public policy will be instrumental as we continue to enhance our offerings and advocate for responsible financial solutions for older Americans.”
FOA remains committed to providing financial security and peace of mind to retirees through its industry-leading solutions. The Company looks forward to leveraging the expertise of its newly appointed board members to further its mission and drive long-term growth.
About FOA
Finance of America Companies Inc. (NYSE: FOA) is a leading provider of home equity-based financing solutions for a modern retirement. In addition, FOA offers capital markets and portfolio management capabilities primarily to optimize the distribution of its originated loans to investors. FOA is headquartered in Plano, Texas. For more information, please visit www.financeofamericacompanies.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These statements include, but are not limited to, statements related to the Company’s expectations regarding new appointments to its Board of Directors, the performance of the Company’s business, the Company’s financial results, the Company’s liquidity and capital resources, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “budgets,” “forecasts,”
“anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under “Part I—Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained herein. All of these factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond the Company’s control. For further information on these and other risk factors affecting the Company, as such factors may be amended and updated from time to time in the Company’s subsequent periodic filings with the SEC, please visit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the Company’s objectives and plans will be achieved. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.