Corporate Governance Structure

Guided by strategic, responsible leadership.

About our Board of Directors

The Board of Directors provides oversight and direction to our Executive Management team on developing and implementing a long-term strategy for Flagstar Bank. The group offers guidance in risk management, human capital management, and compensation philosophies. Flagstar’s board is a diverse group of sophisticated leaders with a wide range of experience and expertise, including risk assessment, corporate strategy, public company financial reporting, technology management, and leadership development.

Board development strategy

In 2020, CEO Sandro DiNello worked with senior leaders within the organization and an executive search firm to fill two vacant board positions in a way that would further diversify and strengthen our board. The team determined that a good complement to the existing board makeup would be women of color whose qualifications include strong technology backgrounds.

After a rigorous search and interview process, the Board of Directors finalized the appointments of Lori Jordan and Toan Huynh. Both women bring to Flagstar their experience in fintechs, cloud platforms, e-commerce, and other future-focused technologies that are rapidly redefining the banking and mortgage businesses. In 2021, the board indoctrinated the new directors so they can best serve the company.

Our board now includes ten directors, including three women, one Black member, and one Asian member.

Demographics
Female
Racial Diversity

Structure

The positions of Chairman of the Board and Chief Executive Officer are separate. The board believes this approach strengthens its governance structure, fosters clear accountability, and enhances alignment on corporate strategy. Based on its annual review, the board has determined that all members, with the exception of Mr. DiNello who serves as the Bank's president and CEO, are independent.

Throughout 2021, the board integrated Flagstar’s focus on environmental, social, and governance (ESG) into corporate strategy and board oversight. This led to renaming the Nominating/Corporate Governance Committee to Nominating, Governance, and Social Responsibility Committee in May. The board also revised the committee charter to include board oversight of initiatives and strategies related to ESG and DE&I. The newly named Nominating, Governance, and Social Responsibility Committee collaborates with the Office of Corporate Responsibility to bring awareness to and address these important matters.

The groups guide the company in a range of areas, from lowering carbon emissions and addressing climate change to mitigating lending inequalities and appraisal bias.

Meet our Board of Directors:

John D. Lewis

Chairman of the Board

Executive Committee Chair, Nominating, Governance and Social Responsibility Committee

Sandro P. DiNello

President and Chief Executive Officer, Flagstar Bancorp, Inc. and Flagstar Bank

Executive Committee

Jay J. Hansen

President and Co-Founder, O2 Investment Partners, LLC

Audit Committee Chair, Executive Committee, Nominating, Governance and Social Responsibility Committee

Toan C. Huynh

Cloud and Digital Leader

Risk Committee, Technology Committee

Lori Jordan

Strategic Product Leader, Amazon

Compensation Committee, Nominating, Governance and Social Responsibility Committee, Technology Committee

Bruce E. Nyberg

Financial Services Executive, Retired

Compensation Committee, Executive Committee, Risk Committee

James A. Ovenden

Retired CEO and President of Purpose Financial, Inc.

Audit Committee, Compensation Committee Chair, Technology Committee Chair

Peter H. Schoels

Managing Partner, MP Global Advisers LLC

Risk Committee

David L. Treadwell

Consultant

Audit Committee, Compensation Committee, Risk Committee Chair

Jennifer R. Whip

Principal, Cambridge One LLC

Audit Committee, Nominating, Governance and Social Responsibility Committee Chair, Technology Committee