Business Context and Reporting Period
This Form 8-K Current Report is filed by Flagstar Bank, National Association for the reporting period of March 25, 2026. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Director Departure: Alessandro DiNello notified the Bank on March 25, 2026, of his decision not to stand for re-election at the 2026 Annual Meeting of Shareholders. His term will expire at the conclusion of the meeting, expected on June 9, 2026. The departure is not related to any disagreement with the Bank regarding operations, policies, or practices.
- Director Appointment: Eli H. Miller was appointed to the Board of Directors, effective April 1, 2026, to fill the vacancy resulting from the resignation of Brian Callanan. His term expires at the Annual Meeting.
- Committee Assignments: Mr. Miller has been appointed to serve on the Risk Assessment Committee and the Technology and Operations Committee.
Guidance, Outlook, and Management Commentary
Management Commentary on New Director: Mr. Miller currently serves as a Senior Managing Director of Liberty Strategic Capital, where he leads fundraising and investment decisions. His background includes roles as Managing Director of Government Relations at Blackstone Inc. and Chief of Staff at the U.S. Department of the Treasury. His appointment is pursuant to an investment agreement dated March 7, 2024, between the Bank and funds managed by Liberty 77 Capital L.P.
Compensation: Mr. Miller will receive standard remuneration for non-employee directors, including an annual cash retainer of $97,500, an annual equity award totaling $130,000, and additional retainers for committee service. No other material plans or contracts were entered into in connection with his appointment.
Risks and Contingencies: The filing does not disclose new material risks or contingencies beyond standard governance transitions.
Investor Verification Checklist
- Verify the date and agenda of the 2026 Annual Meeting of Shareholders (expected June 9, 2026) to confirm the finalization of the Board composition.
- Review the Current Report on Form 8-K filed on March 14, 2024, for details regarding the Investment Agreement with Liberty 77 Capital L.P. that necessitated Mr. Miller's appointment.
- Confirm the specific cash retainer amounts for the Risk Assessment and Technology and Operations Committees, as the filing notes these are paid in addition to the base retainer but does not specify the amounts.
- Monitor future filings for any amendments regarding material plans or contracts involving Mr. Miller, as the Bank has committed to filing an amendment within four business days if such arrangements are entered into.