Finance of America Companies Inc. appointed new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


(b) On February 16, 2022, Patricia L. Cook, Chief Executive Officer and director of Finance of America Companies Inc. (the "Company"), informed the Company of her intention to retire as Chief Executive Officer of the Company, effective upon the appointment of her successor (the "Separation Date"). It is expected that Ms. Cook will remain on the Company's Board of Directors (the "Board") through the date of the Company's 2022 Annual Meeting of Stockholders. 

(e) Ms. Cook was previously granted 1,307,195 restricted stock units on June 17, 2021 (of which 980,397 are unvested as of the date hereof) (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 has determined (as approved by the Board and the Compensation Committee of the Board) to fully accelerate upon Ms. Cook's retirement any Specified RSUs that are then-unvested and outstanding. The Company has 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. Such equity acceleration and Earnout Right benefits will only apply if (i) Ms. Cook remains employed through the Separation Date and such Separation Date occurs on or prior to December 31, 2022, (ii) Ms. Cook continues to comply with any restrictive covenants to which Ms. Cook is subject, and (iii) Ms. Cook timely executes and does not revoke a release of claims in favor of the Company and its affiliates.