🧾 What This Document Is

This is a DEF 14A, or Proxy Statement. It’s a formal notice from a company to its shareholders ahead of an important meeting. It explains what will be voted on, who is running the board, and how executives are paid. Think of it as the "agenda and information packet" for a company's annual shareholder meeting.

👉 In simple terms: If you own stock in Altisource, this document tells you what's being decided at the upcoming meeting and gives you the facts you need to cast your vote.

🏢 What The Company Does

Altisource Portfolio Solutions S.A. is a service provider and technology company for the real estate and mortgage industries. They help mortgage servicers, banks, and investors manage the lifecycle of a property—from the initial loan to foreclosure and resale.

👉 Why it matters: Their business is deeply tied to the health of the U.S. housing and mortgage market. When the real estate market is active, their services are in higher demand.

🗳️ What's Being Voted On

Shareholders will vote on eight key proposals at the meeting on May 20, 2026:

1. Elect 6 Directors to the board.
2. Appoint RSM US LLP as auditors for 2026.
3. Approve the 2025 financial statements (a formality).
4. Receive and approve the Directors' report (another formality).
5. Allocate the 2025 financial results (decide on dividends, etc.).
6. Discharge the Directors and auditor from liability for 2025 (standard governance).
7. Advisory vote on executive pay ("Say-on-Pay")—a non-binding check on management compensation.
8. Amend the 2009 Equity Incentive Plan to add 800,000 new shares for employee grants and create automatic annual increases for four years.

👉 The big ask: Proposals 7 (Say-on-Pay) and 8 (Equity Plan) are the most significant. The board wants shareholder feedback on pay and is seeking a larger pool of stock to give to employees as incentives.

👥 Who's Running the Board

The board proposes to re-elect six directors. Key members include:

• William B. Shepro (Chair & CEO) – The company's leader since 2009.
• Mary C. Hickok – From Deer Park Road Management, a major investor.
• Joseph L. Morettini – Former Deloitte partner, the board's audit expert.
• Two new members from 2025: Wesley G. Iseley (mortgage industry vet) and Matthew Winkler (credit investor).

👉 Why it matters: The board has a mix of insiders, investment experts, and industry veterans. Their expertise is meant to guide the company in a complex market.

💰 Executive Pay Highlights

The top executives received significant compensation in 2025, largely tied to stock awards:

• CEO William Shepro: Total compensation was $7.48 million. This included $2.71M in stock awards and a one-time grant of Stakeholder Warrants valued at $3.11M.
• CFO Michelle Esterman: Total compensation was $2.70 million.
• CLO Gregory Ritts: Total compensation was $2.44 million.

👉 What's interesting: A large portion of the 2025 pay came from Stakeholder Warrants, a special distribution to replace long-term incentives. Also, in 2024-2025, the CEO and CFO had the option to receive part of their salary in stock instead of cash.

📊 Who Owns the Company

A few large investors hold significant stakes:

• Benefist Street Partners, LLC: ~29.2%
• Deer Park Road Management: ~25.4%
• UBS Asset Management: ~23.4% The CEO, William Shepro, beneficially owns 9.65% of the company.

👉 Why it matters: Ownership is concentrated among a few major funds and the CEO. This can influence shareholder votes and corporate strategy.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strengths: Deep industry expertise on the board; aligned compensation (executives and directors own significant stock); focus on shareholder feedback.
• ⚠️ Risks: Business is highly dependent on the volatile mortgage and real estate markets; concentrated ownership could lead to conflicts; asking for more equity shares for compensation could dilute existing shareholders.

🔮 What's Next

The key near-term event is the Annual Meeting on May 20, 2026. Shareholders must decide whether to approve the new equity plan and signal their comfort with executive pay. The company's direction will heavily depend on the U.S. housing market and its ability to win and retain business from major mortgage servicers.

🧠 The Analogy

Think of Altisource as a specialized toolbox for the housing industry. This proxy statement is like the annual meeting for the company that owns the toolbox. The shareholders (the owners) are being asked: 1) who should be the foremen (Directors), 2) if they agree with the price of the tools (Say-on-Pay), and 3) if they'll chip in to buy more specialized tools (Equity Plan) to keep the business competitive.

🧩 Final Takeaway

This proxy is about maintaining governance and seeking shareholder approval for key tools—namely, the executive compensation structure and a larger pool of equity awards—that Altisource believes are necessary to motivate its team and navigate the challenges of the real estate services market. The votes on these items will reveal shareholder confidence in the current leadership and strategy.