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 and offers guidance in risk management and our human capital management and compensation philosophies. The 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

To further diversify our board, the Board of Directors sought to fill two vacant board positions in 2020. CEO Sandro DiNello convened a group of senior leaders within the organization to form an internal search committee, which worked with an executive search firm to determine the criteria for the new board members, with the intention of looking for women of color who had strong technology backgrounds and other qualifications.

The search committee screened over 80 candidates, conducted panel interviews with eight candidates, and recommended four candidates to the CEO and nominating committee. After interviewing the final four candidates, the nominating committee recommended Lori Jordan and Toan Huynh to join the board and the Board of Directors finalized their appointments. Both Lori and Toan bring leadership experience and experience with fintechs, cloud platforms, e-commerce, and other technologies that are rapidly transforming the banking and mortgage businesses.

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

Demographics	Percentage
Female	30%
Racially diverse	20%

Structure

The positions of Chairman of the Board and Chief Executive Officer are separate. The board believes that separating the positions 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 are independent.

For 2021, the board will take steps to integrate Flagstar’s environmental, social, and governance (ESG) focus into corporate strategy and board oversight, including identification and management of ESG risks. The board will review and determine the advisability of merging ESG elements into existing board committee charters or forming a separate committee of the board to oversee ESG-related matters.

Meet our Board of Directors:

John D. Lewis

Chairman of the Board

Executive Committee Chair, Compensation Committee, Nominating/Corporate Governance 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, Nominating/Corporate Governance Committee

Toan C. Huynh

Cloud and Digital Leader

Lori Jordan

Strategic Project Leader, Amazon

David J. Matlin

Chief Executive Officer, MP Global Advisors LLC

Bruce E. Nyberg

Financial Services Executive, Retired

Compensation Committee, Executive Committee, Risk Committee, Technology Committee

James A. Ovenden

President and Chief Executive Officer, Purpose Financial , Inc.

Audit Committee, Compensation Committee Chair, Executive Committee, Technology Committee Chair

Peter Schoels

Managing Partner, MP Global Advisers LLC

Risk Committee

David L. Treadwell

Consultant

Audit Committee, Nominating/Corporate Governance Committee Chair, Risk Committee Chair

Jennifer R. Whip

Principal, Cambridge One LLC

Audit Committee, Risk Committee, Technology Committee