|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notice of 20202023 Annual Meeting of Stockholders and Proxy Statement DATE: Wednesday, May 13, 2020 TIME:of Radian Group Inc., which will be held exclusively in virtual format via live audio webcast at 9:00 a.m. Eastern Daylight Time PLACE: Liveon May 17, 2023. The accompanying Notice of 2023 Annual Meeting of Stockholders and proxy statement describe the items to be considered and acted upon by the stockholders at the meeting. There is no physical location for the meeting.
CORPORATE RESPONSIBILITY “At
|
|
RADIAN GROUP INC.
1500 Market Street
Philadelphia, Pennsylvania 19102
17, 2023 internet www.meetnow.global/MQ5UHZZ Conduct an advisory vote to approve the compensation of our named executive officers; Ratify the appointment of PricewaterhouseCoopers LLP as In addition to the items above, the Company may transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.13, 2020Internetwww.meetingcenter.io/23508910416, 202020, 2023 will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.ITEMS OF BUSINESS:1ITEMS OF BUSINESS: 1 Elect teneleven directors, each for a one-year term, to serve until their successors have been duly elected and qualified;2 23 3Conduct an advisory vote on the frequency of the advisory vote to approve the compensation of our named executive officers;4 Radian’sour independent registered public accounting firm for the year ending December 31, 2020;2023; and5 4
please submit your proxy with voting instructions. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope.we hope you will vote as soon as possible. For instructions about voting, please see “How Shares May Be Voted”Voted by Registered Holders” and “How Shares May Be Voted if Held in ‘Street Name’” beginning on page 12 of the proxy statement.Radian continues to monitor public health and safety concerns related to coronavirus (COVID-19) and Because the various measures being implemented to reduce its impact, including recommendations and protocols issued by public health authorities and federal, state, and local governments. In lightrepresentation of these concerns,stockholders at the annual meeting is very important, we thank you in advance for your participation.“virtually.” You will be able to“virtually” via live audio webcast. To attend and participate in the annual meeting online by visiting www.meetingcenter.io/235089104or examine a list of stockholders, go to www.meetnow.global/MQ5UHZZ at the meeting date and time described above and in the accompanying proxy statement. The password for the meeting is RDN2020. There is no physical location for the annual meeting.
Edward J. Hoffman
General Counsel and Corporate SecretaryPhiladelphia,April 13, 2020
March 31, 2023
|  | |||||||||||
1500 Market Street
Philadelphia,
www.radian.biz
19087
FOR 20202023 ANNUAL MEETING OF STOCKHOLDERS
Radian continues If you would like to monitor public health and safety concerns related to coronavirus (COVID-19) andreceive a printed copy of the various measures being implemented to reduce its impact, including recommendations and protocols issued by public health authorities and federal, state, and local governments. In lightProxy Materials, please follow the instructions included in the Notice. Upon request, we will promptly mail you paper copies of these concerns, wematerials free of charge.
| Information About Voting | | 2023 Proxy Statement 1 | ||||||
Before the Annual Meeting, by Registered Stockholders
 |  |  | ||||||||||||||||||||||||||||||
By Mail: If you received a paper proxy card or voting instruction form, complete, sign, date and return the | Online: Go to www.investorvote.com/RDN and follow the instructions on the screen. It will be necessary to have your Notice or proxy card available for reference when you access the web page. | By Telephone: Call toll free 1-800-652-VOTE (1-800-652-8683) within the United States and its territories or Canada, and follow the instructions. It will be necessary to have your Notice or proxy card available for reference when you call. | ||||||||||||||||||||||||||||||
Otherwise, you may vote your shares at the Annual Meeting if you attend online. See “Instructions for Participation“How to Participate in the Virtual Annual Meeting” below.
|
Information About Voting
Your vote is important to Radian. We encourage
| 2 2023 Proxy Statement | | Information About Voting | ||||||
Many of our stockholders who hold their shares in “street name” throughname,” meaning your shares are held by a Nominee, you will have the option to submit their proxies orreceived voting instructions from that nominee containing instructions that you must follow in order for your shares to their Nominee by telephone or the internet. These stockholdersbe voted. If you hold your shares in “street name,” you should review and follow the voting instructions provided by theiryour Nominee, including any instructions relating to revoking voting instructions. If your shares are held in “street name” and you wish to vote at the Annual Meeting online, you must obtain a legal proxy from your Nominee.
Shares/ Effect of Broker Non-votes Proposal 1 Election of directors Proposal 2 Advisory,non-binding vote to approve named executive officer compensation Proposal 3By email By mail Computershare
Radian Group Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001Information About Voting complete and returnsubmit a proxy or follow the voting instructions provided by your Nominee, as applicable.brokersa Nominee (which result in brokernon-votes“broker non-votes” when a beneficial owner of shares held in “street name” does not provide voting instructions and, as a result, the Nominee is prohibited from voting those shares on certain proposals); and (iii) signed but unmarked (i.e., unvoted) proxy cards.4 2023 Proxy Statement Information About Voting
with respect to each
nominee (3)Not voted/
No
effectVoted “For”
each
nomineeMajority of shares present
or represented by proxy
and entitled to voteSame effect
as
a vote“Against” “Against”Not voted/
No
effectVoted “For” Advisory, non-binding vote on the frequency of the advisory vote to approve named executive officer compensation The frequency (every one year, every two years or every three years) that receives the most votes cast by stockholders present in person or represented by proxy and entitled to vote will be considered the frequency recommended by the stockholders No effect Not voted/
No effectVoted for a frequency of every one year
(“1 year”)Proposal 4 20202023Majority of shares present
or represented by proxy
and entitled to voteSame effect
as
a vote“Against” “Against”
vote bybroker the Nominee (5)Voted “For” (1)Abstentions and brokernon-votes are included for purposes of determining whether a quorum is present; however, abstentions are considered “entitled to vote” whereas brokernon-votes are not.(2)If you complete and return your proxy card properly, but do not provide instructions on your proxy card as to how to vote your shares, your shares will be voted as shown in this column and in accordance with the judgment of the individuals named as proxies on the proxy card as to any other matter properly brought before the Annual Meeting.(3)See below for an explanation of this majority voting standard, which applies with respect to uncontested director elections.(4)Under Section 4.13(f) of our Amended and RestatedBy-Laws (the“By-Laws”), abstentions are not counted as votes “For” or “Against” a director’s election.2 2020 Proxy Statement
Information About Voting
|
As described(1)Abstentions and broker non-votes are included for purposes of determining whether a quorum is present; however, abstentions are considered “entitled to vote” whereas broker non-votes are not.
This year’s election of directors is an uncontested election of directors. If there were a contested election, then plurality voting, by which directors receiving the greatest number of votes cast would be elected, would apply.
Instructions for Participation in the Virtual Annual Meeting
The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. No physical meeting will be held. You will be able to attend the Annual Meeting online, and, subject to the eligibility requirements below, you will be able to participate by voting and submitting questions, by visiting www.meetingcenter.io/235089104. The password for the meeting is RDN2020.
To participate in the Annual Meeting, you must have been a stockholder of the Company as of the close of business on the record date, or you must hold a valid proxy for the Annual Meeting. If you are a stockholder of record, you will need to review the information included on your proxy card, including the15-digit control number provided in the shaded bar.
If you hold your shares through an intermediary, such as a bank or broker, you must register to attend the Annual Meeting in advance.
To register, you must submit proof of your proxy power (legal proxy) reflecting your Radian holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Daylight Time, on May 8, 2020. You will receive a confirmation of your registration by email after Computershare receives your registration materials.
Requests for registration should be sent to the following:
By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
Radian Group Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
The online meeting will begin promptly at 9:00 a.m., Eastern Daylight Time, on May 13, 2020. We encourage you to access the meeting prior to the start time to leave ample time forcheck-in and to ensure that you can hear streaming audio. The virtual meeting will be accessible on desktop and laptop computers, as well as tablets and smartphones.
| Information About Voting | | | 2023 Proxy Statement | |||||||
Information About Voting
We will announce the preliminary voting results at the conclusion
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Amended and Restated Certificate of Incorporation and ourBy-Laws provide for the annual election of directors. These organizational documents also provide thatdirectors, with the number of directors which may noton our Board to be less than nine or more than fourteen, is determined by our Board. Our Board has set the current number of directors at 11, and has approved a reduction in the size of the Board to 10 members effective upon the retirement of Mr. Carney at the Annual Meeting, as discussed below.
11.
Upon completion of his current term at the Annual Meeting, Mr. Carney will be retiring from the Board, and therefore, will not be standing for reelection. Effective upon Mr. Carney’s retirement, the Board has approved a reduction in the size of the Board from 11 to 10 members.
| 6 2023 Proxy Statement | | Proposal 1 – Election of Directors | ||||||
As part of this process and following a comprehensive director search process conducted with assistance from Spencer Stuart, a leading third-party search firm,
|
| Proposal 1 – Election of Directors | | 2023 Proxy Statement 7 | ||||||||||
Knowledge, Skills, & Experience (1) |
| |||||||||||
| Conner | Culang | Hess, D. | Hess, L. | Montgomery | Mumford | Muzio | Serio | Spiegel | Thornberry | ||||||||||||||||||||||||||
| Business Development | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| CEO or other C-Suite | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
| Financial | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| Government / Regulatory | ü | ü | |||||||||||||||||||||||||||||||||
| Information Technology / Digital Technology | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Insurance | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Mortgage / Real Estate | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
| Operations | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
| Other Public Co. Board | ü | ü | ü | ü | |||||||||||||||||||||||||||||||
| Risk Management | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||
Gender (2) | Ahmad | Conner | Culang | Hess, D. | Hess, L. | Montgomery | Mumford | Muzio | Serio | Spiegel | Thornberry | ||||||||||||||||||||||||
| Male | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
| Female | ü | ü | ü | ||||||||||||||||||||||||||||||||
Race/Ethnicity (2) | Ahmad | Conner | Culang | Hess, D. | Hess, L. | Montgomery | Mumford | Muzio | Serio | Spiegel | Thornberry | ||||||||||||||||||||||||
| Hispanic, Latino, or Spanish Origin | ü | ||||||||||||||||||||||||||||||||||
| White | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
| Black / African American | ü | ||||||||||||||||||||||||||||||||||
| South Asian / Indian | ü | ||||||||||||||||||||||||||||||||||
| Veteran | Ahmad | Conner | Culang | Hess, D. | Hess, L. | Montgomery | Mumford | Muzio | Serio | Spiegel | Thornberry | ||||||||||||||||||||||||
| Veteran | ü |
| 8 2023 Proxy Statement | | | ||||||
Proposal 1 – Election
diversity on our Board, including by ensuring that the pool of candidates evaluated by our Governance Committee for potential directorships includes qualified persons who reflect underrepresented diverse areas.
| Proposal 1 – Election of Directors | | 2023 Proxy Statement 9 | ||||||
| |||||
 Non-executive Chairman of the Board Independent Age: 76 Director Since: June 1999 Director Skills/Experience: •Business Development •CEO or other C-Suite •Information Technology / Digital Technology •Mortgage / Real Estate •Operations •Risk Management |
| ||||
| based on his deep institutional knowledge of Radian, his professional background and decades of experience in the mortgage and financial services industries. Based on his tenure with Radian through multiple economic cycles, including his 17 years of leadership as Chair of the Board’s Risk Committee, Mr. Experience Mr. | ||||
| |||||
| ||
|
| |
|
|
Proposal 1 – Election of Directors
| ||
|
|
| 10 2023 Proxy Statement | | Proposal 1 – Election of Directors | ||||||
| Fawad Ahmad | |||||
 Independent Age: 47 Director Since: February 2023 Director Skills/Experience: •CEO or other C-Suite •Information Technology / Digital Technology •Insurance •Operations | Skills and Qualifications Mr. Experience Mr. Ahmad currently is Senior Vice President and Chief Digital Officer at State Farm Mutual Automobile Insurance Company (“State Farm”), a property and casualty insurance provider that, with its affiliates, is the largest provider of auto and home insurance in the United States. Mr. Ahmad joined State Farm in 2016 as Vice President of Digital, and in 2017, was promoted to Vice President in Enterprise Technology – Customer Experience, a role that he held until assuming his current position in 2019. Before joining State Farm, from 2013 to 2016, Mr. Ahmad held leadership roles at Staples Inc., an industry leader in workspace products, including General Manager of Global Omnichannel Product and Strategy. Before that, Mr. Ahmad held the role of General Manager of the North America Core Shipping Platform at eBay Inc., a global commerce leader, responsible for leading the function’s strategy, operations, and strategic partnerships. | ||||
| Brad L. Conner | |||||
 Independent Age: 61 Director Since: February 2020 Committees: •Risk (Chair) •Compensation and Human Capital Management •Governance Director Skills/Experience: •Business Development •CEO or other C-Suite •Financial •Information Technology / Digital Technology •Insurance •Mortgage / Real Estate •Operations •Risk Management | Skills and Qualifications Mr. Conner brings recent C-suite level experience in banking and lending solutions in large, publicly-traded financial institutions, which is a skill set that is highly valuable in supporting the Board’s oversight over virtually all aspects of our business. In addition, his deep knowledge of the mortgage industry provides him with valuable insight into the industries in which we operate and complements the Board’s role in overseeing our strategic direction and supporting the execution of our strategic objectives. These experiences are particularly relevant in Mr. Experience Mr. Conner recently served as Vice Chairman, Head of Consumer Banking for Citizens Financial Group, Inc. (“Citizens”), a publicly-traded financial institution, beginning in January 2014. In | ||||
| Proposal 1 – Election of Directors | | 2023 Proxy Statement 11 | ||||||
| ||
Debra Hess | ||||||
 Independent Age: 58 Director Since: March 2019 Committees: •Audit (Chair) •Finance and Investment Director Skills/Experience: •CEO or other C-Suite •Financial •Mortgage / Real Estate •Other Public Co. Board •Risk Management Current Public Company Directorship: •AG Mortgage Investment Trust Inc. Former Public Company Directorship: •Crombie Real Estate Investment Trust | Skills and Qualifications Ms. Debra Hess’ extensive banking, finance and real estate asset management experience provides her with valuable insight into our businesses, the industries in which we operate and the various factors impacting our strategic direction. In addition, her roles as the Chief Financial Officer of various publicly-traded companies and her executive management experience with companies in the financial services and mortgage and real estate industries provide her with significant financial, accounting and compliance expertise in areas that are valuable to the Board’s oversight responsibilities and in particular to her role as Chair of the Audit Committee of our Board. Experience Ms. Hess | |||||
| 12 2023 Proxy Statement | | Proposal 1 – Election of Directors | ||||||
| Lisa W. Hess | |||||
 Independent Age: 67 Director Since: February 2011 Committees: •Compensation and Human Capital Management •Governance •Risk Director Skills/Experience: •CEO or other C-Suite •Financial •Risk Management | Skills and Qualifications Ms. Lisa Hess’ extensive | ||||
|
Proposal 1 – Election of Directors
| ||
|
| |
| Proposal 1 – Election of Directors | | 2023 Proxy Statement 13 | ||||||
| Brian D. Montgomery | |||||
 Independent Age: 66 Director Since: May 2012 (rejoined June 2021 after serving in HUD) Committees: •Audit •Governance •Risk Director Skills/Experience: •Business Development •CEO or other C-Suite •Government / Regulatory •Information Technology / Digital Technology •Insurance •Mortgage / Real Estate •Operations •Risk Management | Skills and Qualifications As the only person to have been confirmed twice by the U.S. Senate to lead the FHA while also serving concurrently as U.S. Department of Housing & Urban Development (“HUD”) Deputy Secretary, Mr. Montgomery possesses a deep working knowledge of the mortgage finance industry, federal housing policies and the federal regulation of housing. This expertise is extremely valuable in supporting the Board’s oversight over the Company’s Mortgage business generally, and specifically over the operations and the credit and risk management aspects of our businesses, as well as helping the Company develop the most effective strategy for navigating the regulatory and legislative landscape in the housing and mortgage finance industries. Experience Mr. Montgomery completed his second tenure at HUD in January 2021, most recently serving as the Deputy Secretary of HUD. Prior to his most recent role as Deputy Secretary, Mr. Montgomery served as FHA Commissioner from 2005 to 2009 and from 2018 to 2020. Since May 2021, Mr. Montgomery has been a partner with Gate House Strategies, LLC, an advisory firm he co-founded that is focused on housing finance-related compliance, as well as other housing-related areas such as technology, business strategy, and affordable/public housing. From August 2009 until 2017, Mr. Montgomery served in various executive leadership roles with The Collingwood Group, LLC, a consulting firm, including serving as Vice Chairman. He previously served as a director of the Company from 2012 to 2018, stepping down upon his appointment to rejoin HUD as FHA Commissioner in May 2018. Mr. Montgomery also serves as a director of Reverse Mortgage Investment Trust Inc., a real estate finance company. | ||||
| 14 2023 Proxy Statement | | Proposal 1 – Election of Directors | ||||||
| Lisa Mumford | |||||
 Independent Age: 59 Director Since: February 2020 Committees: •Finance and Investment (Chair) •Audit Director Skills/Experience: •CEO or other C-Suite •Financial •Insurance •Mortgage / Real Estate •Other Public Co. Board •Risk Management Current Public Company Directorship: •Ellington Financial, Inc. Former Public Company Directorship: •Ellington Residential Mortgage REIT | Skills and Qualifications Ms. | ||||
| ||
| Experience Ms. Mumford | |
| ||
| Proposal 1 – Election of Directors | | | 2023 Proxy Statement | |||||||
Proposal 1 – Election of Directors
| ||
| ||
| Gaetano J. Muzio | ||||||
 Independent Age: 69 Director Since: May 2012 Committees: •Compensation and Human Capital Management (Chair) •Finance and Investment Director Skills/Experience: • •Financial •Insurance •Mortgage / Real Estate •Other Public Co. Board •Risk Management Former Public Company Directorship: •Crosswinds Holdings Inc. |
| |||||
Skills and Qualifications Mr. Muzio possesses a broad understanding of the mortgage industry. His significant experience in finance, risk management, corporate governance and strategy gives him extensive expertise in several areas that are valuable to the Board’s oversight responsibilities. Additionally, his roles overseeing significant functions at a large financial services institution provide him with strong operational and talent management experience that is particularly useful in his role as Chair of the Compensation and Human Capital Management Committee of our Board. Experience Mr. Muzio is a Principal and co-founder of Ocean Gate Capital Management, LP (“Ocean Gate”), an investment fund. For 27 years prior to founding Ocean Gate, Mr. Muzio worked at Goldman Sachs in various positions, including serving as a Managing Director from 1996 until 2004. In 1986, he became the first Global Mortgage and Asset Backed Sales Manager responsible for creating the sales team and strategy for, and was also one of the founding members of, Goldman Sachs’ Mortgage and Asset Backed Department. In 1990, he became a general partner and Co-Head of Goldman Sachs’ Mortgage Department, with responsibilities for overseeing trading, risk management, sales, research, structured finance and compliance for the department. | ||||||
| 16 2023 Proxy Statement | | Proposal 1 – Election of Directors | ||||||
| ||
Gregory V. Serio | ||||||
 Independent Age: 61 Director Since: May 2012 Committees: • • • Director Skills/Experience: •Government / Regulatory •Insurance •Mortgage / Real Estate •Risk Management | Skills and Qualifications From both his private and public sector roles, Mr. Serio Experience Mr. Serio has served as a partner with Park Strategies, LLC (“Park Strategies”), a management and government relations consulting firm, since January 2005. He currently serves as the head of Park Strategies’ risk and insurance management practice group. He is also a partner in the D’Amato Law Group, a New York-based legal practice. Prior to joining Park Strategies, Mr. Serio served as Superintendent of Insurance for the State of New York from May 2001 to January 2005. From January 1995 until his appointment as Superintendent in 2001, Mr. Serio served as First Deputy Superintendent and General Counsel of the New York Insurance Department. Mr. Serio also has served as the Chairman of the Government Affairs Task Force of the National Association of Insurance Commissioners (“NAIC”) and as a member of and NAIC representative on the Financial Services and Banking Information Infrastructure Committee of the United States Treasury. He was also a commissioner of the International Commission on Holocaust Era Insurance Claims. He | |||||
| Proposal 1 – Election of Directors | | 2023 Proxy Statement 17 | ||||||
| Noel J. Spiegel | |||||
 Independent Age: 75 Director Since: February 2011 Committees: •Governance (Chair) •Compensation and Human Capital Management Director Skills/Experience: •Business Development •CEO or other C-Suite •Financial •Information Technology / Digital Technology •Other Public Co. Board •Risk Management Current Public Company Directorship: •American Eagle Outfitters, Inc. Former Public Company Directorships: •Vringo, Inc. •vTv Therapeutics, Inc. | Skills and Qualifications
Mr. Spiegel’s public | ||||
|
Proposal 1 – Election of Directors
| ||
| Mr. Spiegel |
| 18 2023 Proxy Statement |
| Proposal 1 – Election of | ||||||
| Richard G. Thornberry | ||||||
 Age: 64 Director Since: March 2017 Director Skills/Experience: •Business Development •CEO or other C-Suite •Financial •Information Technology / Digital Technology •Mortgage / Real Estate •Operations •Risk Management | Skills and Qualifications Mr. Thornberry Experience Mr. Thornberry has served as Radian’s Chief Executive Officer since March 2017. Before joining Radian, from 2006 until 2017, Mr. Thornberry served as the Chairman and Chief Executive Officer of NexSpring Group, LLC (“NexSpring Group”), a company that he | |||||
| ||||||
| ||||||
Proposal 1 – Election of Directors
Additional Information Regarding Directors
For additional information regarding our Board, its standing committees, and our standards for corporate governance and director independence, refer to the sections entitled “Corporate Governance and Board Matters” and “Compensation of Executive Officers and Directors—Director Compensation” below.
| 2023 Proxy Statement 19 | |||||||||
| ||||||||||
PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders with the opportunity to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”), as disclosed in the “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis” section of this proxy statement (“CD&A”) and the accompanying tabular and narrative disclosures. This vote is intended to provide an overall assessment of our executive compensation program rather than focus on any specific item of compensation.
Based on our most recent advisory vote at our 2017 annual meeting of stockholders, it is our current policy to conduct an advisory vote on the compensation of our NEOs on an annual basis.
Our executive compensation program is designed under the direction of the Compensation and Human Capital Management Committee of our Board (the “Committee”) to attract, motivate and retain high quality executive officers and to align our pay-for-performance philosophy with our overall business and strategic objectives. This pay-for-performance philosophy is intended to ensure that our NEOs’ interests are aligned with those of our stockholders, while not encouraging inappropriate actions, including unnecessary or excessive risk taking.
In considering the compensation of our NEOs in connection with this Proposal 2, we believe it is important to note the following with respect to our 2019 executive compensation program:
Fixed compensation continues to represent a limited portion of our NEOs’ total compensation. Base salary represented only 14% of Mr. Thornberry’s 2019 total target compensation and, on average, only 26% of the total target compensation for our other NEOs. The remaining target compensation for our CEO and other NEOs was tied to, and is contingent upon, Company and individual performance.
For 2019, the Committee adopted a quantitatively driven, “One Radian” approach to the STI program, with limited discretion. The funding levels for the STI awards were based on the Committee’s assessment of the Company’s performance against a shared set of quantitative financial metrics weighted at 65% and qualitative strategic objectives weighted at 35%.
The Company had an exceptional performance year in 2019, including year-over-year increases in consolidated adjusted diluted net operating income per share and book value per share; continued enhancements to the Company’s financial strength and flexibility; a record amount of flow new insurance written (“NIW”) for the fourth consecutive year; and growth in our mortgage insurance-in-force portfolio. Strategically, the Company transformed its MI pricing approach through the roll-out of RADAR Rates, continued the repositioning of our Services business to focus on high value title and real estate capabilities and strengthened the Company’s capital and liquidity position through a number of capital management actions, including continued risk distribution through a second mortgage insurance-linked note (“ILN”) transaction, restructuring the Company’s senior debt to improve our financing costs and debt maturity profile, returning $300 million to stockholders through stock repurchases and ultimately achieving a one-year total stockholder return of 53.8%. In recognition of their leadership in driving these and other achievements, the Committee awarded to our NEOs 2019 STI awards at levels above target. See “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis—II. Executive Summary—Our 2019 Performance” for a
| |||||
Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
description of adjusted diluted net operating income per share.
Our 2019 LTI awards provide for meaningful payouts only if the Company produces strong growth in book value. The performance-based restricted stock units (“performance-based RSUs”) granted to the NEOs in 2019, which represent two-thirds of the total target value of our NEOs’ LTI awards, have an absolute book value growth metric. The Company must achieve at least a 40% increase in LTI Book Value per Share (as defined below in the CD&A) over a three-year performance period for a NEO to be eligible to receive an award at 100% of target.
We: (1) utilize a fully independent compensation committee and compensation consultant in overseeing NEO compensation; (2) do not pay dividends on equity awards that have not vested (but dividend equivalents accrue) and our equity plan prohibits liberal share recycling; (3) impose double-trigger vesting for change-of-control payments; (4) do not provide gross-ups for excise taxes upon a change of control; (5) prohibit hedging or other speculative transactions in our stock; (6) impose a strong compensation clawback policy; (7) impose rigorous stock ownership and share retention requirements; (8) provide limited perquisites to our NEOs; and (9) encourage and solicit feedback regarding our executive compensation program.
The Committee is focused on ensuring that our executive compensation program is aligned with our overall strategic objectives. Our executive compensation program has evolved over time to reflect market conditions and to help drive our strategic objectives. As further described in the CD&A, since the financial crisis and through 2019, broadly speaking, the Company has performed through three business cycles or periods, each characterized by different primary strategic objectives: (1) a period of “Survival;” (2) a period of “Stabilize and Grow Traditional MI;” and (3) a period of “Grow and Diversify.” In each of these periods, the Committee modified our executive compensation programs to support our strategic business objectives and to take into account the market factors influencing the type and form of awards that would be most appropriate for our NEOs.
We urge you to read the CD&A in its entirety. While this vote is advisory and non-binding, our Board values the opinion of our stockholders and will take into account the outcome of the vote when considering future executive compensation matters. We are asking our stockholders to indicate their support for the compensation of our NEOs by voting “FOR” this proposal and the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”
| 20 2023 Proxy Statement |
|
| ||||||||
| |||||
PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
The Audit Committee of our Board is responsible for selecting an independent registered public accounting firm to perform the annual audit of our financial statements. The Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2020 is being submitted to our stockholders for ratification. PwC has been Radian’s independent registered public accounting firm since 2007. The Audit Committee believes that the continued retention of the independent registered public accounting firm is in the best interests of the Company and its stockholders. A representative of PwC is expected to attend our Annual Meeting, will have an opportunity to make a statement if he or she desires, and will be available to respond to questions.
If the stockholders fail to ratify the appointment of PwC, the Audit Committee will reconsider whether to retain the firm. Regardless of whether the stockholders ratify the appointment of PwC at the Annual Meeting, the Audit Committee, in its discretion, may retain PwC or select a new independent registered public accounting firm at any time if it determines that doing so would be in the Company’s best interests and those of our stockholders.
Independent Registered Public Accounting Firm Fees and Services
The following is a summary of the fees billed for professional services rendered to Radian by PwC for the fiscal years ended December 31, 2019 and December 31, 2018:
Type of Fees
| 2019
| 2018
| ||||||
Audit Fees
| $ | 4,072,122 | $ | 3,445,486 | ||||
Audit-Related Fees
| 429,790 | 201,787 | ||||||
Tax Fees
| 527,586 | 462,150 | ||||||
All Other Fees
| 2,880 | 26,740 | ||||||
Total
| $ | 5,032,378 | $ | 4,136,163 | ||||
For purpose of the above table, in accordance with the SEC’s definitions and rules:
“Audit Fees” are fees for professional services for the audit of the financial statements included in our Annual Report on Form10-K (which includes an audit of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002), for the review of our financial statements included in our Quarterly Reports on Form10-Q, for the review of registration statements filed under the Securities Act of 1933, as amended (the “Securities Act”) and for services that normally are provided in connection with statutory and regulatory filings.
“Audit-Related Fees,” if any, are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and which are not reported under “Audit Fees,” including services related to consultation on financial accounting and reporting matters.
“Tax Fees” are fees for professional services for tax compliance, tax advice and tax planning.
“All Other Fees” are fees for products and services provided by our independent registered public accounting firm other than those services reported above. For both 2019 and 2018, “All Other Fees” included license fees for accounting research software products. “All Other Fees” for 2018 also included miscellaneous advisory services fees.
|
Proposal 3 – Ratification of the Appointment of Pricewaterhousecoopers LLP
In addition to retaining PwC to audit our consolidated financial statements for 2019, we retained PwC to provide other auditing and advisory services as discussed above. We understand the need for PwC to maintain objectivity and independence in its audit of our financial statements. To minimize relationships that could appear to impair the objectivity of PwC, our Audit Committee is required topre-approve allnon-audit work performed by PwC in accordance with applicable SEC rules and ourpre-approval policy. All services provided by PwC and listed in the table above were approved by the Audit Committee in accordance with ourpre-approval policy.
The Audit Committee considered the nature and proposed extent of thenon-audit services provided by PwC and determined that those services were in compliance with the provision of independent audit services by the firm.
|
|
|
As discussed below under “—Director“Director Independence,” all of our directors, except our Chief Executive Officer, Mr. Thornberry, satisfy the requirements for independent directors under the NYSE listing standards and SEC rules.
| Director Name | Audit (1) | ||||||||||||||||||||||||||||||||
Compensation & Human Capital Management (1) |
|
|
|
|
| ||||||||||||||||||||||||||||
|
| Governance (1) |
|
Risk (1) | |||||||||||||||||||||||||||||
Fawad Ahmad (2) | |||||||||||||||||||||||||||||||||
| ü |
| ü | Chair | |||||||||||||||||||||||||||||
Debra Hess (3) | Chair |
| ü |
| |||||||||||||||||||||||||||||
|
| ü | ü | ||||||||||||||||||||||||||||||
| Brian D. Montgomery | ü |
| ü | ||||||||||||||||||||||||||||||
Lisa | ü |
| Chair |
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Gaetano J. Muzio | Chair |
|
|
| |||||||||||||||||||||||||||||
|
|
|
| ||||||||||||||||||||||||||||||
|
|
|
| ||||||||||||||||||||||||||||||
|
|
|
| ü | ||||||||||||||||||||||||||
| Gregory V. Serio | ü | | ü | |||||||||||||||||||||||
| Noel J. Spiegel | ü | Chair | ||||||||||||||||||||||||
Corporate(1)Each Committee met as follows in 2022: Audit Committee (ten times); Compensation and Human Capital Management Committee (eight times); Governance Committee (eleven times); and Finance and Investment Committee and Risk Committee (four times each).
The primary responsibilitiesorientation process, Mr. Ahmad is expected to attend all meetings of the Board’s standing committees are described below:
for the first two quarters following his appointment. The Board expects to appoint Mr. Ahmad to at least one standing committee in May 2023.
Compensation and Human Capital Management Committee. The current members of the
| Corporate Governance and Board Matters | | 2023 Proxy Statement 21 | ||||||
Credit Management Committee. The Creditcurrent members of the Compensation and Human Capital Management Committee oversees our mortgage credit-based risks, mortgage credit policies, pricing strategies, risk distribution strategies, credit-related modeling, and risk limits. Thiseach meet the additional NYSE independence criteria applicable to compensation committee oversees our credit and risk management policies and procedures, including our procedures for identifying and responding to emerging credit-related matters and trends that could pose
significant risk implications for Radian. Specifically, this committee monitors general compliance with mortgage insurance underwriting and procedures, including our guidelines regarding credit diversification and counterparty exposures. The Credit Management Committee also oversees the management of allocated capital related to the Company’s mortgage risk-taking businesses, including through risk distribution, and the development of new mortgage credit-based products. The Credit Management Committee met four times during 2019.
Finance and Investment Committee.Committee
Governance Committee.
activities. For a discussion of our Board nomination process, see “—Consideration“Consideration of Director Nominees” below.
| ||||||
Corporate Governance and Board Matters
Our non-executiveNon-executive Chairman of the Board and Chief Executive Officer are separate positions. We believe that separating these positions enhances the independent oversight of the Company and the effective functioning of the Board, as well as the Board’s monitoring and objective evaluation of the Chief Executive Officer’s performance. In
| 22 2023 Proxy Statement | | Corporate Governance and Board Matters | ||||||
Mr. Wender isevaluating thenon-executive implementation of this strategy.
performance of the Company. As described in our Guidelines of Corporate Governance, the responsibilities of the Chief Executive Officer include:
future strategic risks facing the Company as part of its annual strategic planning session with management. The full Board is responsible for the general oversight of risks. In this regard, the Board seeks to understand and oversee the most critical risks relating to our business, allocates responsibilities for the oversight of risks among the full Board and its committees, and reviews the systems and processes that management has in place to manage the current risks facing the Company, as well as those that could arise in the future. The Board regularly meets with management to receive reports derived from: (i) the Company’s enterprise risk management (“ERM”) function, which is designed to identify the risks we are facing, and to assess, manage and establish mitigation strategies for those risks and (ii) the Company’s information security function regarding cybersecurity risks and the Company’s efforts to mitigate such risks. The Board also receives a report directly from the Company’s head of legal compliance regarding the Company’s compliance function, including primary areas of focus and emerging compliance risks. As part of its risk oversight process, the Board considers the significant risks and exposures facing the Company and assesses the steps management is taking to minimize such risks. The full Board further considers current and potential full Board oversees the Company’s business, operational, compliance and strategic risks, regulatory risks, risks related to our information technology activities and cybersecurity risks. As noted above, the Board conducts certain aspects of its risk oversight function through its committees.committees, with each committee responsible for overseeing the ERM risks that pertain to the committee’s area of oversight. Each committee has full access to management and has the ability to engage advisors as appropriate. Specifically, each committee is charged with the following risk oversight responsibilities:responsibilities.significantthese risks or exposures facing the Company and the steps taken by management to minimize these risks. In particular, the Audit Committee reviews and discusses our financial risk exposures, including the risk of fraud, as well as legal and compliance risks.The Credit Management Committee provides oversight of our mortgage credit and risk management policies and procedures, including the potential effect of emerging risks and trendsCorporate Governance and Board Matters 20201923
Corporate Governance and Board Matters
|
In recommending to the Board that each of ourjudgement, viewed from the standpoints of the director, as well as from persons or organizations with which the director has an affiliation, including the Company.judgement. Our Board has determined that all of the members of the Board, except our CEO,Chief Executive Officer, Richard G. Thornberry, are “independent” under current NYSE listing standards and SEC rules. In determining that each of ournon-executive directors is independent, the Board considered whether there were any facts and circumstances that might impair the independence of each director.director, as further discussed below. The Board concluded that no material direct or indirect relationship exists between the Company and any of itsnon-executive directors, other than those compensatory matters that are a direct consequence of serving on our Board and which are detailed below in “Compensation of Executive Officers and Directors—Director Compensation.”non-employee non-executive directors is independent, the Governance Committee and the Board considered that certain director nominees hold board positions with respect to other entities that are either Radian customers, potential Radian customers or otherwise involved in mortgage-related business or activities. Specifically, the Governance Committee considered the following relationships.that Mr. Conner served in an executive capacity with Citizens Financial Groupserves as a director of United Services Automobile Association (“Citizens”USAA”) through January 2020 and that Citizens. USAA is a current customer of Radian’s Mortgage and homegenius businesses.24 2023 Proxy Statement Corporate Governance and Board Matters insurance business, includingREIT that owns a non-controlling interest in Arc Home LLC (“Arc”). Arc is a mortgage enterprise that, among other things, originates loans purchased by the government-sponsored enterprises (“GSEs”) and is a current customer of Radian’s Mortgage business.resulttrustee of Citizens’ 2018 acquisitionTIAA, which owns TIAA Bank (formerly Everbank), and serves on the Board of Franklin American Mortgage, which was alsoTIAA Bank. TIAA Bank is a current customer of Radian atRadian’s Mortgage business.time. Theinvests in a diverse array of financial assets, including residential and commercial mortgage-backed securities and residential and commercial mortgage loans. Ellington Financial has non-controlling interests in five mortgage loan originators, including American Heritage Lending LLC and Beeline Loans, Inc. that are customers of Radian’s Mortgage business.concludeddetermined that the relationship with Citizensdual board positions did not impair Mr. Conner’sthe director’s independence underbased on, among other factors, the NYSE or SEC independence standards. Among other things,current size of the Governance Committee evaluatedrelevant customer relationships, that the fact that Mr. Conner retired from Citizenscustomer relationships are arms-length transactions on March 3, 2020, that in his former executive role at Citizens he had no involvement in or control overcustomary terms and the relationship between Citizensdirector’s lack of oversight and Radian and that his compensation at Citizens was not directly or indirectly impacted bybenefits related to the relationship.business relationships. Based on the recommendation of the Governance Committee, the Board considered this relationship,these relationships and concluded, that it was not material and determinedin each case, that it did not impair Mr. Conner’sthe applicable director’s independence.20 2020 Proxy Statement
Director Qualifications.Our Governance Committee recommends candidates for nomination to our Board based on a number of factors, including the following minimum criteria: (i) the highest standards of personal character, conduct and integrity andintegrity; (ii) the intention and ability to act in the best interests of our stockholders; (ii)(iii) the ability to understand and exercise sound judgment on issues related to Radian and its businesses; (iii)(iv) the ability and commitment to devote the time and effort required to serve effectively on our Board, including preparation for and attendance at Board and committee meetings; (iv)(v) the ability to draw upon relevant experience and expertise in contributing to Board and committee discussions; and (v)(vi) freedom from interests or affiliations that could give rise to a biased approach to directorship responsibilities and/or a conflict of interest, actual or perceived.
Although the Board does not have a formal diversity policy, the Board and the Governance Committee consider diversity as a factor in identifying and evaluating director nominees. The Company considers diversity in a broad sense to mean differences of viewpoint, background, tenure, professional experience, and skills resulting in naturally varying perspectives, as well as diversity of race, gender, national origin, age and tenure.
making and oversight over our businesses to help drive our results. The Board considers diversity in a broad sense to mean differences of race, ethnicity, national origin, gender and age, as well as director tenure with Radian and differences in background, education, professional experience, skills and knowledge. The Board and the Governance Committee consider diversity as an important factor in identifying and evaluating director nominees, as discussed below.
| Corporate Governance and Board Matters | | 2023 Proxy Statement 25 | ||||||
below), and by national search firms. In all cases, the Governance Committee will facilitate several interviews of a candidate if itthe committee believes the candidate to be suitable after an initial evaluation, and will perform a comprehensive background investigation on suchthe candidate. The Governance Committee also may discuss a candidate at multiple meetings and have the candidate meet with members of senior management and the full Board.
|
Corporate Governance and Board Matters
the full text of the relevantBy-Law provisions, which includes the complete list of the information that must be submitted to nominate a director, may be obtained upon written request directed to our Corporate Secretary at our principal office. A copy of ourBy-Laws is also posted on the Corporate Governance section of our website (www.radian.biz)(www.radian.com).
Governance Committee is pleased to consider recommendations from stockholders regarding director nominee candidates that are received in writing and accompanied by sufficient information to enable the Governance Committee to assess the candidate’s qualifications, along with confirmation of the candidate’s consent to serve as a director if elected. Such recommendations should be sent to our Corporate Secretary at our principal office. Any recommendation received from a stockholder after January 1 of any year is not assured of being considered for nomination in that year.
| 26 2023 Proxy Statement | | Corporate Governance and Board Matters | ||||||
part of itsthis annual assessment, the Board often engages an independent governance consultant to facilitate the assessment process and to provide an unbiased perspective on the effectiveness of the Board and its standing committees as well as director performance, board succession planning and board dynamics. The contributions of individual directors were considered by the Governance Committee as part of its determination of whether to recommend their nomination for reelection to our Board.
During material interest. For purposes of this policy, a related person is any of our directors or nominees for director, any of our executive officers, any stockholder known to us to own in excess of 5% of our common stock, and any immediate family member of one of our directors, nominees for director or executive officers. Under the policy, in order for a related person transaction to proceed, it must be reviewed and approved or ratified by our Governance Committee. Our Governance Committee is also responsible for CulangConner, Spiegel and Ms. Lisa Hess served on the Compensation and Human Capital Management Committee during 2019.2022. No member ofdirector who served on the Compensation and Human Capital Management Committee during 2019:2022: (i) has ever been an officer or employee of Radian or any of its subsidiaries or (ii) had any relationship with Radian or its subsidiaries during 20192022 that would require disclosure under Item 404 of the SEC’s RegulationS-K.2019,2022, none of our executive officers served as a director or member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any other entity, one of whose executive officers is or has been a director of Radian or a member of our Compensation and Human Capital Management Committee.to document procedures pursuant to whichthat could present a conflict of interest based on the interests of the Company and a related party in such transactions are reviewed, approved or ratified.transaction. The policy applies to any transaction, other than certain excluded transactions (e.g.(e.g., compensation arrangements with executive officers or directors that have been approved by the Compensation and Human Capital Management Committee), in which: (i) Radian or any of its subsidiaries was or is to be a participant and (ii) any related person had or will have a direct or indirectreviewing andpre-approving or ratifyingproviding ongoing oversight of any related person transaction. The Governance Committee may delegate itspre-approval (but not ratification) authority under the policy to the chairtransaction that continues for a period of the committee.22 2020 Proxy Statement
Corporate Governance and Board Matters
The policy regarding related person transactions provides that the Governance Committee may approve or ratify a related person transaction (including, if applicable, as modified) only upon affirmatively concluding that the transaction: (i) is on terms no less favorable to the Company than those that could be obtained in arm’s length dealings with an unrelated third party; (ii) is consistent with the applicable independence rules of the SEC and NYSE; and (iii) does not create or otherwise give the impression of a conflict of interest that could result in harm to the Company. If the Governance Committee
determines that an existing related person transaction has failed to meet this standard for
| Corporate Governance and Board Matters | | 2023 Proxy Statement 27 | ||||||
of hedging or monetization transaction that allows a covered person to continue to own Radian securities without taking on the full risks and rewards of such ownership. This general prohibition of speculative transactions specifically includes: (i) short sales of Radian securities and (ii) buying or selling puts or calls of Radian securities. request. Certain provisions of the Code of Conduct also apply to former employees and directors. We intend to post on our website any amendments to, or waivers of, any provision of the Code of Conduct that applies to our Chief Executive Officer, principal financial officer or principal accounting officer or that relates to any element of the SEC’s definition of a “code of ethics.”which is part of the Code of Conduct and is available in the Corporate Governance section of Radian’s website (www.radian.biz), prohibits all Radian employees, (including Radian’s NEOs), temporary or contract workers and Board members, while employed by or providing services to Radian, from engaging in any formAmong other things,(www.radian.biz)(www.radian.com) includes the Anti-Hedging Policy described above as well as each of the following corporate governance materials, any of which are also available in print and free of charge upon request:Charters.ChartersGovernance. Upon the Governance Committee’s recommendation, our Guidelines of Corporate Governance.Governance to manage its operations. Among other things, these guidelines delineate the qualifications for our directors and the relative responsibilities of our Board, its standing committees, ournon-executive Non-executive Chairman, our Chief Executive Officer and our Corporate Responsibility Officer. The Governance Committee and Board consider the need for amendments or enhancements to our Guidelines of Corporate Governance at least annually and more frequently as necessary.Ethics.Ethics28 2023 Proxy Statement Corporate Governance and Board Matters Communications.Communicationsdirectors@radian.biz.directors@radian.com. In addition, interested persons may write to thenon-executive Non-executive Chairman at Radian Group Inc., 1500 Market Street, Philadelphia,550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 1910219087 or to Edward J. Hoffman, General Counsel and Corporate Secretary, at the same address. This contact information also is available on our website.Statement.Statement20192022 Annual Report to Stockholders are available at www.radian.biz/www.radian.com/StockholderReports.Corporate Governance and Board Matters 20202329
Corporate Governance and Board Matters
requirements.
determining whether to reappoint PwCPricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2020,2023, the Audit Committee took into consideration a number of factors, including the length of time PwC had been engaged, PwC’s independence and objectivity, PwC’s capability and expertise, information with respect to audit quality, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports of PwC, and the appropriateness of PwC’s fee.
Members of the Audit Committee
David C. Carney (Chair)
Debra Hess
Gregory V. Serio
Noel J. Spiegel
| Debra Hess (Chair) | Brian D. Montgomery | Lisa Mumford | Gregory V. Serio | ||||||||
| 30 2023 Proxy Statement | | | ||||||
 | Recommendation Radian’s Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement. Signed proxies will be voted “FOR” approval unless a stockholder gives other instructions on the proxy card. | ||||
| Proposal 2 – Advisory Vote to Approve the Compensation of the Company's Named Executive Officers | | 2022 Proxy Statement 31 | ||||||
| Recommendation Radian’s Board of Directors recommends a vote “FOR” conducting future advisory votes to approve compensation of the Company’s named executive officers every year (“1 year”). Signed proxies will be voted “FOR” conducting future advisory votes to approve compensation of the Company’s named executive officers every year unless a stockholder gives other instructions on the proxy card. | ||||
| 32 2023 Proxy Statement | | Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote to Approve Compensation of the Company’s Named Executive Officers | ||||||
| Type of Fees | 2022 | 2021 | ||||||
| Audit Fees | $3,189,937 | $3,064,912 | ||||||
| Audit-Related Fees | 275,540 | 730,590 | ||||||
| Tax Fees | 668,749 | 618,146 | ||||||
| All Other Fees | 954 | 332,880 | ||||||
| Total | $4,135,180 | $4,746,528 | ||||||
| Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP | | 2023 Proxy Statement 33 | ||||||
| Recommendation Radian’s Board of Directors recommends a vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Radian's independent registered public accounting firm for the year ending December 31, 2023. Signed proxies will be voted “FOR” ratification unless a stockholder gives other instructions on the proxy card. | ||||
| 34 2023 Proxy Statement | | Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP | ||||||
 |
| |||||||||
|
| Mr. Brummer was appointed to his current role in February 2020 and oversees the strategic direction and operations for Radian’s Mortgage businesses, including our mortgage insurance and mortgage risk services businesses. He also oversees our mortgage conduit business. Prior to assuming his current role, Mr. Brummer served as Senior Executive Vice President, Mortgage Insurance and Risk Services, and | ||||||||
 | Mary C. Dickerson Senior Executive Vice President, Chief People Officer Age: 50 | Ms. Dickerson joined Radian in January 2021 and is responsible for all aspects of our human resources (people) function and provides executive oversight over our procurement and vendor management, facilities, administration, safety, security and business resiliency functions. From 2017 until 2020, Ms. Dickerson served as Executive Vice President, Human Resources at DLL Group, a subsidiary of Rabobank Group, where she worked to build the organization's diverse culture, globally connected workforce and learning and development program, and was responsible for overseeing the company’s global human resources function. Prior to that, she served as Senior Vice President, Human Resources at XL Catlin plc from 2015 until 2017 and Executive Vice President, Human Resources at Accolade Inc. from 2012 through 2015. Ms. Dickerson has held various roles for The Hartford, AIG, VisionQuest, Allied Irish Banks, Wawa Inc. and Fitzpatrick's Hotel Group. | ||||||||
 |
| Mr. Hoffman was appointed General Counsel and Corporate Secretary of Radian in | ||||||||
 | ||||||||||
| homegenius | Mr. McMahon was appointed to his current role in January | ||||||||
| Executive Officers | | | ||||||||
Executive Officers
 | Sumita Pandit Senior Executive Vice President, Chief Growth Officer Age: 45 | Ms. Pandit joined Radian in March 2023 and is responsible for developing and implementing the Company’s long-term strategic growth plans. Ms. Pandit joined Radian after serving as the Chief Operating Officer of dLocal, a global digital payment company, where since 2021 she oversaw client management, marketing, investor relations, key commercial accounts and corporate development. Prior to that, Ms. Pandit held various Managing Director positions at J.P. Morgan Chase & Co. from 2015 through 2021, including Managing Director and Global Head of Fintech Investment Banking. Ms. Pandit also served as Vice President, Financial Institutions Group for Goldman Sachs from 2008 until 2015. During her investment banking career, she advised companies across verticals in fintech, including payments, financial software, neo-banks and insurtech. In 2021, Ms. Pandit was named as one of the Top 25 Women Leaders in Financial Technology by The Financial Technology Report. She currently serves on the board of Pushpay Holdings Limited, a public company that offers donor engagement software to non-profit companies. | ||||||||
 | homegenius | Mr. Ray | ||||||||
 | ||||||||||
|
| Mr. Quigley was appointed | ||||||||
| | |||||||
Name (1)
|
Shares Beneficially
| Percent
| ||||||
Herbert Wender
| 547,506 | * | ||||||
David C. Carney
| 238,578 | * | ||||||
Brad L. Conner
| — | * | ||||||
Howard B. Culang
| 240,588 | * | ||||||
Debra Hess
| 5,768 | * | ||||||
Lisa W. Hess
| 119,528 | * | ||||||
Lisa Mumford
| 95 | * | ||||||
Gaetano Muzio
| 95,899 | * | ||||||
Gregory V. Serio
| 98,732 | * | ||||||
Noel J. Spiegel
| 149,528 | * | ||||||
Richard G. Thornberry
| 157,222 | * | ||||||
Derek V. Brummer
| 223,634 | * | ||||||
J. Franklin Hall
| 115,005 | * | ||||||
Edward J. Hoffman
| 190,220 | * | ||||||
Brien J. McMahon
| 184,659 | * | ||||||
All current directors and executive officers as a group (17 persons)
| 2,413,418 | 1.24 | % | |||||
|
|
|
Percent
of Class— * Brad L. Conner 23,027 * Howard B. Culang 259,399 * Debra Hess 21,712 * Lisa W. Hess 126,611 * Brian D. Montgomery 9,041 * Lisa Mumford 19,329 * Gaetano J. Muzio 95,899 * Gregory V. Serio 121,759 * Noel J. Spiegel 156,623 * Richard G. Thornberry 753,507 * Derek V. Brummer 294,089 * Robert J. Quigley 59,150 * Edward J. Hoffman 211,353 * Brien J. McMahon 201,176 * J. Franklin Hall 52,941 * All current directors and executive officers as a group (18 persons) 2,482,660 1.58 %
| Beneficial Ownership of Common Stock | | 2023 Proxy Statement 37 | ||||||
■Shares that may be acquired within 60 days of March 16, 202020, 2023 upon the conversion of stock-settled restricted stock unitsRSUs awarded to ournon-employee non-executive directors and executive officers as follows: Mr. Wender—297,039Conner—7,083 shares; Mr. Carney—173,474Culang—186,459 shares; Ms. Debra Hess—5,768 shares; Ms. Lisa Hess—126,611 shares; Mr. Culang—173,474Montgomery—3,541 shares; Ms. Debra
|
Beneficial Ownership of Common Stock
|
Shares that may be issued within 60 days of March 16, 2020 upon the conversion of phantom stock awards granted to ournon-employee directors as follows: Mr. Wender—57,796Mumford— 7,083 shares; Mr. Carney—59,904Muzio—90,899 shares; Mr. Culang—59,064Serio—105,815 shares; Mr. Spiegel—126,611 shares; Mr. Thornberry—254,726 shares; Mr. Quigley—15,026 shares; Mr. Brummer—77,389 shares; Mr. Hoffman—62,039 shares; Mr. McMahon—71,471 shares; Mr. Hall—37,941 shares; and all current directors and executive officers as a group—176,7641,197,799 shares. All
Name and Business Address Shares Beneficially Owned (#) Percent of Class* The Vanguard Group (1) 100 Vanguard Blvd. Malvern, PA 19355 FMR LLC (2) 245 Summer Street Boston, MA 02210 BlackRock, Inc. (3) 55 East 52nd Street New York, NY 1005538 2023 Proxy Statement Beneficial Ownership of Common Stock with the SEC of Schedules 13D 13F and 13G (or any similar filings)with the SEC as of any date, subject to our actual knowledge of the ownership of our common stock. 18,979,826 9.43% 17,706,509 8.80% 15,686,882 7.80% Name and Business Address Shares
Beneficially
Owned (#)Percent
of Class*20,846,774 13.28 % 13,915,208 8.86 % 13,394,211 8.50 % *Based on shares of common stock outstanding at December 31, 2019.(1)Based on a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group reports that it has sole dispositive power with respect to 18,777,288 shares, sole voting power with respect to 196,313 shares, shared dispositive power with respect to 202,538 shares and shared voting power with respect to 33,990 shares. These shares are beneficially owned by funds and accounts managed by The Vanguard Group, Inc. and its subsidiaries.(2)Based on a Schedule 13G/A filed with the SEC on February 7, 2020. These securities are beneficially owned by FMR LLC and various investment management subsidiaries and affiliates of FMR LLC. FMR LLC reports that it has sole dispositive power with respect to 17,706,509 shares and sole voting power with respect to 2,526,546 shares. Members of the Johnson family, including Abigail P. Johnson, a Director, Chairman and the Chief Executive Officer of FMR LLC, may be deemed to control FMR LLC.(3)Based on a Schedule 13G/A filed with the SEC on February 10, 2020, BlackRock, Inc. reports that it has sole dispositive power with respect to 15,686,882 shares and sole voting power with respect to 15,088,388 shares. These shares are beneficially owned by funds and accounts managed by BlackRock, Inc. and its subsidiaries.28 2020 Proxy Statement
Beneficial Ownership of Common Stock
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish copies of these reports to us.SEC. Based solely on ourthe review of the copies of thesuch reports, we have received, and written representations received from our executive officers and directors with respect to the filing of reports on Forms 3, 4 and 5, we believe that all filings required to be made during 20192022 were made on a timely basis except: awith the exception of one Form 4 for Mr. Thornberry thatMs. Lisa Mumford, which was filed one day late in connectionand reported shares sold to satisfy taxes associated with the vesting of one tranche of restricted stock units that vest over a three year period, and one Form 4 for Mr. Spiegel relative to stock transactions involving ademinimis number of shares in connection with a brokerage dividend reinvestment program.
|
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis
| | 2023 Proxy Statement 39 | ||||||
| |||||||||||
| Our Named Executive Officers* | |||||||||||||||||
Richard G. Thornberry Chief Executive Officer (principal executive officer) | Robert J. Quigley EVP, Controller and Chief Accounting Officer (principal financial officer) | Derek V. Brummer President, Mortgage | Edward J. Hoffman Senior EVP, General Counsel and Corporate Secretary | Brien J. McMahon Senior EVP, Chief Franchise Officer and Co-Head of homegenius | J. Franklin Hall Former Senior EVP, Chief Financial Officer (principal financial officer through December 14, 2022) | ||||||||||||
| | Compensation of Executive | ||||||||||||
|
|
|
|
| ||||||||||
| ||
■Support the execution of our business strategy and performance;
Support the execution of our business strategy and performance;
■Maintain an appropriate balance between short-term and long-term compensation, while weighting total compensation in favor of longer-term variable pay;
■Manage risk with appropriate protectionprotections and controls;
■Maintain pay practices that are externally competitive and reasonable; and
■Remain flexible to respond to changes in our businesses and strategies and to current market developments.
| 2023 Proxy Statement 41 | |||||||||
| ||||||||||
Our 2019 Performance
| 24% increase compared to net income of |
| $400 million Shares Repurchased $137 million Dividends Declared | Purchased | |||||||||||||||||||
| $ | ||||||||||||||||||||||
4.35 Diluted Net Income Per Share | 38% increase compared to diluted net income per share of |
| $68 billion New Insurance Written (“NIW”) | ||||||||||||||||||||
4.87 |
| $261 billion Primary Insurance in Force (“IIF”) | |||||||||||||||||||||
$24.95 Book Value Per Share | 3% increase compared to | $110 million homegenius Revenue | 26% decrease compared to $149 million in 2021 primarily due to a significant decrease in title business on mortgage refinances | ||||||||||||||||||||
18.2% Return on Average Equity | 29% increase compared to a 14.1% return on average equity in 2021 | $903 million Available Holding Company Liquidity | Continued to maintain a strong level of liquidity following use of $536 million in 2022 for share repurchases and dividend payments | ||||||||||||||||||||
$(338) million Provision for Losses | Compared to $21 million in 2021 | $1.7 billion PMIERs Excess Available Assets (2) | Compared to $2.1 billion as of December 31, | ||||||||||||||||||||
|
| |||||
|
| |||||
|
|
| | Compensation of Executive Officers and Directors | ||||||||||
Compensation of Executive Officers and Directors
|
|
|
|
Please see “—IV. Primary Components of Compensation—B. Short-Term Incentive Program—2019 Short-Term Incentive Analysis” for additional information regarding our 2019 performance.
Our 2019 Executive Compensation Program
|
| ||
| ||
| |||||||||||||||||||||||
 87% of Chief Executive Officer's Total Target Compensation is Non-Fixed, Variable Pay | 100% Independence | All members of the Committee are fully independent and the Committee engages a fully independent compensation | |||||||||||||||||||||
| |||||||||||||||||||||||
100% Accountability | |||||||||||||||||||||||
55% 2022 Average STI Award for NEOs as Compared to Maximum Payout | 72% Average 10-year Chief Executive Officer STI Award as Compared to Maximum Payout | |||||||||||||||||||
60% of 2022 LTI Awards are Performance Based | 2022 LTI awards provide for a meaningful payout only if we produce strong growth in book value. For 60% of each NEO’s total LTI award, the Company must achieve at least a 40% increase in LTI Book Value per Share (as defined below) over the performance period for the NEO to be eligible to receive an award at target | 7xBase Salary Stock Ownership Requirement for Chief Executive Officer 2.5x Base Salary Stock Ownership Requirement for Other NEOs | We Require: ▪Rigorous stock ownership ▪Share retention, ▪A “double-trigger” for payments upon a change of control | ||||||||||||||||||||
| |||||||||||||||||||||||
| |||||||||||||||||||||||
| |||||||||||||||||||||||
|
| ||||||||||||||||||||||
 25% Weighting for Human Capital Management under Strategic Objectives | For our 2022 STI program, the Committee once again retained Human Capital Management as a standalone strategic priority. This reflects and reinforces our commitment to supporting our employees and ensuring that we continue to make progress in developing a diverse, equitable and inclusive One Radian community and team | Zero Problematic Pay Practices | We Do ▪Provide excessive perquisites ▪Provide gross-ups for excise taxes ▪Allow hedging or other speculative transactions in Radian stock | ||||||||||||||||||||
| ▪Provide for | ||||||||||||||||||||||
| |||||||||||||||||||||||
| ▪Pay dividends on unvested equity awards (dividends are accrued until awards have vested) | ||||||||||||||||||||||
| 2023 Proxy Statement 43 | |||||||||
| ||||||||||
Compensation of Executive Officers and Directors
|
Fixed compensation continues to represent a limited portion of our NEOs’ total compensation. Base salary represented only 14% of Mr. Thornberry’s 2019 total target compensation and, on average, only 26% of the total target compensation for our other NEOs. The remaining target compensation of our NEOs was tied to, and is contingent upon, Company and individual performance. The following charts highlight, for the CEO and our other NEOs, the percentage of 2019 total target compensation that was attributable to each primary component of compensation (average of each component for the other NEOs). The information presented is based on components of compensation at target, and therefore, is not directly comparable to amounts set forth in the 2019 Summary Compensation Table.
|
As discussed above, the Company had an exceptional performance year, both financially and strategically. Operating under the unifying strength of our One Radian brand, we produced a 19% year-over-year increase in consolidated adjusted diluted net operating income per share, 23% growth in book value per share, improved financial strength and flexibility, record flow NIW for the fourth consecutive year of $71.3 billion and 9% growth in ourinsurance-in-force to $240.6 billion, 95% of which was written in the strong underwriting years after 2008. Strategically, we successfully transformed our MI pricing approach through theroll-out of RADAR Rates in early 2019, providing our customers with greater optionality and significantly increasing the granularity and flexibility of our risk-based pricing, and we continued the repositioning of our Services business to focus on our high-value title and real estate capabilities. Further, with respect to our capital and liquidity position, we executed our second ILN transaction and obtained $562 million in risk protection, returned $375 million in capital from Radian Guaranty to Radian Group Inc., purchased 13.5 million shares of our common stock (returning $300 million to stockholders), reduced our total debt outstanding, lowered our cost of financing and improved our debt maturity profile. In light of our improved financial position, we received an upgrade from Moody’s Investors Service to the senior unsecured debt rating of Radian Group to Ba1 from Ba2 and achieved aone-year total stockholder return of 53.8%. In recognition of these achievements, the independent directors awarded Mr. Thornberry a maximum STI
| ||||||
Compensation of Executive Officers and Directors
award of 200% of target and the Committee awarded STI awards to our other NEOs of between 194% and 200% of target. See “—IV. Primary Components of Compensation—B. Short-Term Incentive Program—2019 Short-Term Incentive Analysis” for additional information regarding the 2019 STI awards. See “—II. Executive Summary—Our 2019 Performance” for a description of adjusted diluted net operating income per share.
|
As demonstrated in the following chart, our decisions regarding STI awards as a percentage of target have demonstrated a strong correlation between pay and performance throughout various business cycles.
|
|
|
| Contents | ||||||
| ||||||
Compensation of Executive Officers and Directors
|
Our Committee is focused on ensuring that our executive compensation program continues to be aligned with our overall strategic objectives. We believe this is apparent based on how our executive compensation program has evolved over time to reflect market conditions and to help drive our strategic objectives. Since the financial crisis and through 2019, broadly speaking, the Company has performed through three business cycles or periods (as defined above, “Survival,” “Stabilize and Grow Traditional Mortgage Insurance,” and “Grow and Diversify”). In each of these periods, the Committee modified our executive compensation programs to support our strategic objectives and to take into account the market factors influencing the type and form of awards that would then be most appropriate for our executives. The following illustrates significant changes in our executive compensation program during each of these business cycles:
|
Compensation of Executive Officers and Directors
|
|
|
Our 2019 LTI awards provide for meaningful payouts only if we produce strong growth in book value. The performance-based RSUs, which representtwo-thirds of the total target value of our NEO’s 2019 LTI awards, have an absolute book value growth metric. The Company must achieve at least a 40% increase in LTI Book Value per Share over a three-year performance period (as defined below in “—IV. Primary Components of Compensation—C. Long-Term Incentive Program—LTI Awards Granted in 2019—2019 Performance-Based RSUs”) for a NEO to be eligible to receive an award at target.
A failure to achieve our long-term objectives will have a significant, negative effect on our NEOs’ realized pay. For example, the performance-based RSUs granted to our executive officers in 2013 and 2015 resulted in no payout and those granted in 2014 resulted in only a 4% of target payout for our NEOs upon the conclusion of their three- year performance periods. Because these performance-based RSUs represented between 31% and 42% of 2013 through 2015 total target compensation for the CEO and between 24% and 32% of such compensation, on average, for our other NEOs who received these grants, realized pay for these NEOs was well below target compensation for these years.
COMMITTEE PROCESS AND ROLE
|
Compensation of Executive Officers and Directors
primary external counsel and concluded that the work performed by these advisors does not raise any conflict of interest. For a complete discussion of the responsibilities delegated by our Board to the Committee, please see the Committee charter, which is available on our website atwww.radian.biz.
https://www.radian.com/who-we-are/corporate-governance/board-committee-charters.
Overview of Process
CONSIDERATION OF STOCKHOLDER INPUT REGARDING OUR EXECUTIVE COMPENSATION PROGRAM
SETTING COMPENSATION
career path within the Company. For the compensation of the NEOs other than the CEO,Chief Executive Officer, the main participants in our compensation process are the Committee, its independent compensation consultant and two members of management—the CEOChief Executive Officer and the CHRO.CPO. The Committee
| 44 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
|
Compensation of Executive Officers and Directors
See “—IV. Primary Components of Compensation—B. SHORT-TERM INCENTIVE PROGRAM.”
Benchmarking Compensation
follows.
|
Compensation of Executive Officers and Directors
For 20192022 compensation, we benchmarked each of the primary components of our 20192022 compensation program, as well as the 20192022 total target cash and direct compensation for each NEO, toagainst external market reference points. In benchmarking an executive officer’s a NEO’s total targetcashcompensation, we consider base salary plus cash-based short- termshort-term incentives. TotalA NEO’s total targetdirectcompensation consists of total target cash compensation plus the annualized accounting value of long-term incentives. To the extent information was available, our NEOs’ compensation was benchmarked against similarly situated executive positions at other companies using one or all of the following three reference points (collectively referred to as the “benchmark references”), as appropriate:
appropriate.
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 45 | ||||||
| Mortgage Competitor |
|
| List Radian | Primary Business | |||||||||||||||||||||
Arch Capital Group Ltd. (NASDAQ: ACGL) | X | X | Mortgage Insurance | |||||||||||||||||||||||
| Assured Guaranty Ltd. (NYSE: AGO) | X | |||||||||||||||||||||||||
Black Knight, Inc. | (NYSE: BKI) | X | Mortgage & Real Estate Services | |||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
Essent Group Ltd. (NYSE: ESNT) | X | X |
| Mortgage Insurance | ||||||||||||||||||||||
| Corporation (NYSE: FAF) | X | Title & Other Real Estate Services | |||||||||||||||||||||||
| X | X | Mortgage Insurance | |||||||||||||||||||||||
| MGIC Investment Corporation (NYSE: MTG) | X | X | Mortgage Insurance | |||||||||||||||||||||||
| Mr. Cooper Group, Inc. (NASDAQ: COOP) | X | X | Mortgage Servicing & Lending | |||||||||||||||||||||||
| NMI Holdings, Inc. (NASDAQ: NMIH) | X | X | Mortgage Insurance | |||||||||||||||||||||||
| Old Republic International Corporation (NYSE: ORI) | X | Title & Other Real Estate Services | ||||||||||||||||||||||||
|
| (NYSE: PFSI) | X |
|
| |||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||
|
| Mortgage Servicing & Lending | ||||||||||||||||||||||||
|
| Stewart Information Services Corp. (NYSE: STC) | X | X |
|
| ||||||||||||||||||||
|
| Title & Other Real Estate Services | ||||||||||||||||||||||||
| X | X |
|
| Mortgage | |||||||||||||||||||||
|
|
|
| Investment | ||||||||||||||||||||||
(in millions)
|
2019 Peer Median (1)
|
Radian (1)
| ||||||
Revenue
|
|
$1,856
|
|
|
$1,222
|
| ||
Market Cap |
|
$3,939
|
|
|
$3,481
|
| ||
|
|
| (In millions) | 2022 Peer Median (1) | Radian (1) | ||||||
| Revenue | $3,281 | $1,438 | ||||||
| Market Cap | $4,586 | $4,467 | ||||||
■In most cases, the roles and responsibilities of our NEOs were sufficiently similar to the equivalent executive positions within the primary compensation peer group;
They■These peers represented our primary competition for talent; and
■We consider them asconsidered each of these peers to be a primary competitorscompetitor of our MIMortgage or Services business,homegenius businesses or otherwise havingto have significant operations in the mortgage and real estate industry.
From time to time, third
|
Compensation of Executive Officers and Directors
compensation and the Company’s performance, mainly because the Committee believes the primary compensation peer group approved by the Committee represents the most appropriate compensation peer group for the Company for the reasons discussed above.
| 46 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
For each of the NEOs, the results of the benchmarking conducted by the independent compensation consultant in October 2018 for the purpose of setting 2019 total target direct compensation (expressed as a percentile of the benchmarked group) were as follows:
|
|
|
| |||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
|
Compensation of Executive Officers and Directors
As our benchmarking process for 2019 illustrates, while the Committee considers benchmarking a valuable reference point for assessing the competitiveness of the NEOs’ compensation, the Committee does not set compensation for the NEOs to adhere strictly to any specific benchmarked reference point.
Internal Equity
INTERNAL EQUITY
Our review of internal equity involves comparing the compensation of positions within a given level of the organization as well as comparing the differences in compensation among various organizational levels.
Wealth Accumulation
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 47 | ||||||
| (1) Base Salary ■Established to provide a competitive level of compensation for day-to-day performance of job responsibilities (2) Short-Term Incentive ■100% performance-based, ensuring that a significant portion of annual compensation is at risk ■Performance metrics designed to incent achievement of short-term corporate and individual performance goals that are critical to our strategic plan (3) Long-Term Incentive ■Designed to drive sustained business performance, encourage retention, and align NEOs' interests with stockholders’ long-term interests through time-based and performance-based RSUs ■Performance-based RSU awards (60% of LTI) are payable only if performance targets are met, while time-based RSU awards (40% of LTI) vest in equal installments over three years | |||||||
Compensation of Executive Officers and Directors
A. Base Salary
BASE SALARY
Executive Officer
| 2019 Base Salary
| 2020 Base Salary (1) | ||||||
Mr. Thornberry
| $ | 800,000 | $ | 900,000 | ||||
Mr. Hall
| $ | 425,000 | $ | 450,000 | ||||
Mr. Brummer
| $ | 475,000 | $ | 500,000 | ||||
Mr. Hoffman
| $ | 425,000 | $ | 450,000 | ||||
Mr. McMahon
| $ | 425,000 | $ | 425,000 | ||||
| Executive Officer | 2021 Base Salary | 2022 Base Salary | 2023 Base Salary | |||||||||||||||||
| Mr. Thornberry | $1,000,000 | $1,000,000 | $1,000,000 | |||||||||||||||||
| Mr. Quigley | $325,000 | $335,000 | $350,000 | (1) | ||||||||||||||||
| Mr. Brummer | $525,000 | $575,000 | $575,000 | |||||||||||||||||
| Mr. Hoffman | $475,000 | $500,000 | $500,000 | |||||||||||||||||
| Mr. McMahon | $450,000 | $475,000 | $475,000 | |||||||||||||||||
| Mr. Hall | $475,000 | $500,000 | $500,000 | |||||||||||||||||
| ||||||||
| 48 2023 Proxy Statement | | Compensation of Executive Officers and | ||||||
SHORT-TERM INCENTIVE PROGRAM
Overview of Annual Program Design
■Metrics should align with and support our strategic plan,plan;
■STI and LTI metrics should not overlap with LTI metrics
Ensure■To ensure a continuity of focus, by avoiding significantyear-to-year changes should be avoided, unless changes are necessary to align our compensation programs with changing business needs and priorities
Increase■Unnecessary complexity should be avoided wherever possible to increase transparency and aline-of-sightclarity for the NEOs and others by avoiding complexity wherever possible
■Discretion should be limited and used only where necessary
Our STI/MTI Plan allows
| 2023 Proxy Statement 49 | |||||||||
| ||||||||||
Compensation of Executive Officers and Directors
2019 Short-Term Incentive Analysis
2019
For 2019, the funding level for the NEOs’ STI awards was determined based on the Committee’s assessment of the Company’s performance against a sharedpre-established set of shared financial and strategic performance metrics weighted at 65% and strategic objectives weighted at 35%.
objectives. Considering the design principles set forth above under “—OVERVIEW OF ANNUAL PROGRAM DESIGN,” and in particular to ensure a continuity of focus among our NEOs, the Committee did not make any significant changes to the structure of the 2022 STI program compared to the 2021 STI program.
Performance Area and Weighting
| Metric |
2019 Performance Level (1) |
2019 |
Metric |
% of Target | |||||||||||||||||
Threshold
| Target: low End | Target
| Target: High End | Maximum | ||||||||||||||||||
Financial Performance Metrics (65% Weighting)
|
Adjusted Diluted Net Operating EPS
| $2.07 | $2.82 | $2.82 | $2.97 | $3.27 | $3.21 | 40% | 182% | |||||||||||||
Adjusted Operating Leverage
| -5% | - | 3.5% | - | 9% | 10% | 20% | 200% | ||||||||||||||
New Insurance Written (NIW)
| $40B | $50B | $55B | $60B | $70B | $73B | 20% | 200% | ||||||||||||||
Return on Capital
| 10% | 14% | 15% | 16% | 18% | 20% | 20% | 200% | ||||||||||||||
Discretionary Adjustment (2):
|
|
|
-5%
|
| ||||||||||||||||||
Final Achievement of Financial Performance Metrics:
|
|
|
188%
|
| ||||||||||||||||||
Weighted Achievement of Financial Performance Objectives (188% x 65%):
|
|
|
122%
|
| ||||||||||||||||||
| Performance Area and Weighting | Metric | 2022 Performance Level (1) | 2022 Result | Metric Weighting | % of Target Achievement | ||||||||||||||||||||||||
| Threshold | Target: Low End | Target | Target: High End | Maximum | |||||||||||||||||||||||||
Financial Performance Metrics (70% Weighting) | Adjusted Diluted Net Operating EPS | $1.90 | $2.50 | $2.75 | $2.90 | $3.20 | $4.87 | 45% | 200 | % | |||||||||||||||||||
NIW Achievement (2) | $65B | $80B | $85B | $90B | $100B | $68B | 40% | 18 | % | ||||||||||||||||||||
| homegenius revenue | $150M | $220M | $250M | $275M | $300M | $110M | 15% | 0 | % | ||||||||||||||||||||
| Achievement Prior to Plan Permitted Discretionary Adjustment | 97 | % | |||||||||||||||||||||||||||
Plan Permitted Discretionary Adjustment (3): | — | % | |||||||||||||||||||||||||||
| Final Achievement of Financial Performance Metrics: | 97 | % | |||||||||||||||||||||||||||
| Weighted Achievement of Financial Performance Objectives (97% x 70%): | 68 | % | |||||||||||||||||||||||||||
| ||||||||
| 50 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
| ||
| Adjusted Diluted Net Operating EPS | ||
| (200% of Target Achieved) | ||
| ||
| ||
| ||
The 2022 STI target for
| ||
| ||||||
Compensation of Executive Officers and Directors
| NIW Achievement (18% of Target Achieved) | ||
| ||
| ||
| ||
NIW is | ||
| ||
| ||
| ||
NIW targets for any particular year The NIW target for | ||
| ||
| ||
| ||
The target for | ||
| 2023 Proxy Statement 51 | |||||||||
| ||||||||||
Compensation of Executive Officers and Directors
Performance Area and Weighting
| Metric |
Metric |
% of Target | |||||
Strategic Objectives (35% Weighting) |
One Company
|
20%
|
|
125%
|
| |||
Risk Management |
20% |
|
200% |
| ||||
Diversify and Grow |
20% |
|
90% |
| ||||
Operational Excellence |
20% |
|
125% |
| ||||
Capital and Liquidity |
20% |
|
175% |
| ||||
Achievement of Strategic Objectives:
|
|
143%
|
| |||||
Weighted Achievement of Strategic Objectives (143% x 35%):
|
|
50%
|
| |||||
| Performance Area and Weighting | Metric | Metric Weighting | % of Target Achievement | ||||||||||||||
Strategic Objectives (30% Weighting) | Strategic Execution | 25 | % | 75 | % | ||||||||||||
| Portfolio and Risk Management | 25 | % | 100 | % | |||||||||||||
| Capital and Liquidity | 25 | % | 175 | % | |||||||||||||
| Human Capital Management | 25 | % | 150 | % | |||||||||||||
| Achievement of Strategic Objectives: | 125 | % | |||||||||||||||
| Weighted Achievement of Strategic Objectives (125% x 30%): | 38 | % | |||||||||||||||
| ||
| ||
| ||
| ||
Performance Rationale: We Underperformed Due to Challenging Market Conditions, but Continued to Position our Businesses for Future Success | |||||
| We Continued to Grow our Mortgage and Real Estate Market Presence and Capabilities | The macroeconomic environment, including inflationary pressures and a resulting sharp rise in interest rates, negatively impacted the mortgage and real estate markets in 2022, reducing demand for our Mortgage and homegenius products and services. Despite these difficult operating conditions, we continued to make progress in positioning our businesses for future success. In our Mortgage business, our primary IIF grew by 6%, with our more profitable monthly premium IIF growing 10% year-over-year, and we launched our mortgage conduit program and began to purchase high-quality mortgage loans. In our homegenius business, we launched “geniusprice,” an innovative property intelligence platform, “homegeniusIQ,” the real estate sector’s first automated valuation model that uses AI and ComputerVision technology, “homegenius connect,” a lender, real estate agent and consumer real estate referral network, and expanded our purchase title solution into 22 states while further enhancing our “titlegenius” platform to support consumers, real estate agents and lenders. | ||||
| 52 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
| Portfolio and Risk Management | ||
| ||
| ||
| ||
| |||||||||
Compensation of Executive Officers and Directors
| Performance Rationale: We Successfully Maintained our Focus on Risk Management | |||||
| |||||
| Despite the macroeconomic uncertainty in 2022, our mortgage insurance portfolio performance was strong, evidenced by: our overall default rate on primary loans decreasing from 2.9% as of December 31, 2021 to For new mortgage insurance business in | ||||
| |||||
| |||||
| ||
| ||
| ||
| Capital and Liquidity (175% | ||
| ||
| ||
| ||
| We Improved our Capital and Liquidity Positions | We significantly enhanced Radian Guaranty’s capital position in 2022 by restructuring our mortgage insurance subsidiaries and entering into a new quota share reinsurance arrangement. As discussed on page 17 of our 2022 Form 10-K, in December 2022, we novated the insured risk from one of our insurance subsidiaries to an unaffiliated third-party reinsurer and merged this subsidiary into Radian Guaranty, thereby enhancing Radian Guaranty’s capital position and allowing Radian Guaranty to both repay a surplus note, and provide for an additional return of capital, to Radian Group, together totaling $382 million. Following these actions, Radian Guaranty continued to maintain a $1.7 billion PMIERs cushion as of year-end 2022, and importantly, is now positioned for the first time since the Global Financial Crisis to pay ordinary dividends to Radian Group going forward without regulatory preapproval. In addition, as a result of the capital received from Radian Guaranty, Radian Group maintained $903 million in liquidity as of year-end 2022 (compared to $605 million as of year-end 2021), after returning $536 million to stockholders in 2022 through share repurchases and dividends, as discussed below. | ||||
| We Remained Focused on Returning Value to Stockholders | We continued our share repurchase activity in 2022, purchasing 19.5 million shares of our outstanding common stock (representing 11% of our shares outstanding as of December 31, 2021) for $400 million including commissions. In addition, we increased our quarterly dividend from $0.14 per share to $0.20 per share in 2022, declaring $137 million in dividends to stockholders in 2022. | ||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 53 | ||||||||
| ||||||||||
Compensation of Executive Officers and Directors
| Human Capital Management (150% of Target Achieved) | ||
| Human Capital Management is defined as maximizing the power of our One Radian team by enhancing and celebrating our inclusiveness and diversity, developing our talent for future success, fostering a culture based on our values and mission and utilizing data and analytics to adapt for the future. | ||
| Performance Rationale: We Successfully Enhanced our Employees’ Well-Being and Development | |||||
| We Kept our Employees Safe and Engaged | As the transition from the COVID-19 pandemic environment continued to evolve, we maintained thoughtful safety and business resiliency protocols, while supporting a hybrid work model focused on employee choice, wherever possible. As part of our future work design program, we opened our new corporate headquarters in Wayne, Pennsylvania and new offices in New York City and New Jersey for those employees who either need to, or choose to, work in the office. We complemented our new working models by surveying and listening to employees’ various needs and concerns, offering a day off as a “COVID wellness day” for 2022 and connecting with our employees through townhalls. We also instituted meaningful opportunities to connect in-person as a workforce outside of the office. | ||||
We Focused on Talent Recruitment and Development | We further refined our recruiting strategies in 2022 to continue to focus on enhancing our overall diversity, ultimately hiring 286 positions nationwide, with 50% of our 2022 new hires identifying as women and 48% as people of color. Career development and learning remains a primary focus for our employees, and in 2022, we completed comprehensive talent reviews and development and succession plans for leaders throughout Radian, conducted a “span and layer” organizational effectiveness assessment to ensure our leaders are well supported, and launched a Learning Governance Council to help provide strategic input, ensure equitable career development, and prioritize learning-based initiatives for our employees. In addition to these areas of focus, we also navigated numerous staff reduction actions in 2022 to manage the current needs of our businesses. These actions were difficult, but necessary, and we approached them thoughtfully and compassionately, offering impacted employees severance pay and benefits along with outplacement services to support them in their career transition. | ||||
| We Increased our Efforts to Ensure that All of our Employees Feel Included and Part of One Radian | In 2022, we made further progress in implementing our diversity, equity and inclusion (“DEI”) program and further embedding it within our culture. We delivered DEI training to all employees at Radian, launched our fourth employee resource group, “Radian Salutes” focused on veterans, and hosted allyship discussions and a week of understanding inclusion forums. In addition, to further complement our objectives, we completed a comprehensive pay equity analysis, published our inaugural DEI report and required all employees to include a DEI goal as part of their performance objectives. | ||||
2019
2022 STI Corporate Funding Level (as a percent of target) | ||||||||||||||
Financial Performance Objectives | + | Strategic Performance Objectives | = | STI Corporate Funding Level | ||||||||||
97% x 70% = 68% | 125% x 30% = 38% | 106% | ||||||||||||
| 54 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
The Committee (or the independent directors in the case of the CEO) retains ultimate authority with respect to amounts awarded to the NEOs under the STI/MTI Plan. Although actual performance measured against the performance goals (as reflected by the STI funding level discussed above) is the primary consideration for the STI awards, the Committee or the independent directors may, depending on the circumstances, exercise discretion in determining the amount to be awarded to each NEO. For each NEO, the Committee or the independent directors may weight the various performance goals differently in light of the NEO’s role, giving appropriate consideration to the degree to which each NEO impacted our performance.
|
Compensation of Executive Officers and Directors
The following table setstables set forth, for each NEO: (i) the maximum amount that could have been awarded under the STI/MTISTI Plan for 20192022 STI performance (column a);performance; (ii) the NEO’s target 20192022 STI award (column b);award; (iii) the total amount actually awarded to the NEO based on 20192022 STI performance and paid as the annual incentive award to the NEO (column c);performance; and (iv) individual performance highlights for each NEO (column (d))(other than Mr. Hall, as noted below) supporting their 2022 STI award relative to the STI Corporate Funding Level.
| Name | 2022 Maximum STI Award | 2022 Target STI Award (1) | 2022 Total Amount Awarded | 2022 Total Amount Awarded (% of Target) (2) | ||||||||||
| Mr. Thornberry | $4,000,000 | $2,000,000 | $2,300,000 | 115 | % | |||||||||
| Mr. Quigley | $550,000 | $275,000 | $342,500 | 125 | % | |||||||||
| Mr. Brummer | $1,500,000 | $750,000 | $825,000 | 110 | % | |||||||||
| Mr. Hoffman | $1,000,000 | $500,000 | $600,000 | 120 | % | |||||||||
| Mr. McMahon | $950,000 | $475,000 | $400,000 | 84 | % | |||||||||
Mr. Hall (3) | $1,000,000 | $500,000 | $530,000 | 106 | % | |||||||||
Name
|
(a) 2019 Award ($)
| (b) 2019 ($)
|
(c) 2019 Total Amount
| (d) Individual Performance Highlights
| ||||||||
Mr. Thornberry |
|
3,000,000 |
|
|
1,500,000 |
|
3,000,000 200% |
Mr. Thornberry received an award above the 2019 STI funding level based on his leadership in overseeing: • The Company’s exceptional financial and business performance and the successful execution of our strategic priorities. • The transformation of our MI business to achieve record-breaking primary flow NIW in the midst of a dynamic shift in pricing delivery, competition and sales. • The repositioning of our Services segment for profitable growth through investments in talent, facilities, and technology, while refocusing on core, high value businesses and positioning variousnon-core businesses for a disposition that was completed in January 2020. • Our risk management culture, including by leveraging our strong, analytics-driven risk management platforms and experienced team to drive growth in the economic value of our MI portfolio, to evolve our risk-based pricing platforms to navigate challenging competitive dynamics and increase customer optionality and solutions, and to execute high-value risk distribution strategies. • The planning and execution of a capital plan that enhanced our return on capital, increased Radian Guaranty’s financial position under the “PMIERs” and strengthened Radian Group’s liquidity position. • The “One Radian” approach to our working environment, our businesses and our customer solutions, including our brand, mission and values, talent management, the institution of a formal I&D program, and the integration of our data/analytics and modeling inventories. • Operational excellence throughout the organization, including implementation of risk-informed underwriting, new technology platforms and robotics automation to improve efficiencies. • The achievement of aone-year TSR of 53.8% and a rating agency upgrade in 2019, including for Radian Guaranty, our principal MI subsidiary. See “—II. Executive Summary—Our 2019 Performance” and “—IV. Primary Components of Compensation—B. Short-Term Incentive Program—2019 Short-Term Incentive Analysis” for additional information regarding our performance.
| ||||
Mr. Hall |
|
850,000 |
|
|
425,000 |
|
850,000 200% |
Mr. Hall received an award above the 2019 STI funding level based on his: • Successful execution of capital and liquidity related actions that enhanced our return on capital, increased Radian Guaranty’s financial position under the PMIERs, strengthened our liquidity position, lowered our financing costs and improved our debt maturity profile. • Efforts to enhance our financial flexibility, allowing us to purchase $300 million (13.5 million shares) of our common stock in 2019. • Leadership of our strategic planning process, which included enhancements to improve comprehensive modeling and ensuring its consistent application throughout the scenario planning process. • Focus on driving organizational expense management, which exceeded our targets. • Proactive evaluation of M&A opportunities to complement our strategy, including the disposition of our Clayton businesses.
| ||||
| 2023 Proxy Statement 55 | |||||||||
| ||||||||||
Compensation of Executive Officers and Directors
Name
|
(a) 2019 Award ($)
| (b) 2019 ($)
|
(c) 2019 Total Amount
| (d) Individual Performance Highlights
| ||||||||
Mr. Brummer |
|
1,050,000 |
|
|
525,000 |
|
1,050,000 200% |
Mr. Brummer received an award above the 2019 STI funding level based on his: • Leadership in transforming our MI business with respect to pricing strategies/delivery, sales/customer management, risk management, MI underwriting and risk distribution. • Successfully launching the RADAR Rates MI pricing engine, supporting record growth in primary flow NIW, while managing economic value, projected returns, and the risk profile of the portfolio. • Profitably growing ournon-traditional MI risk management business, including the Company’s CRT portfolio. • Expanding the Company’s use of risk distribution to improve Radian Guaranty’s expected return on required capital and financial position under the PMIERs and to manage the Company’s insured portfolio. • Further developing our use of data analytics to support our core expertise in managing mortgage risk.
| ||||
Mr. Hoffman |
|
850,000 |
|
|
425,000 |
|
850,000 200% |
Mr. Hoffman received an award above the 2019 STI funding level based on his: • Management of several important litigation and regulatory matters and examinations. • Oversight of the legal execution of the Company’s pricing strategy and capital plan to further strengthen our financial and liquidity positions and provide for a return of capital to stockholders. • Oversight of legal and HR matters related to the Company’s “One Radian” strategic initiative, including the delivery of HR programs such as improved HR information systems and a formal I&D program to strengthen our culture and talent development, as well as an internal corporate restructuring to support our business alignment andgo-to-market presence. • Restructuring of our government relations function, successfully realigning trade association participation and relaunching the Radian PAC program. • Proactive evaluation of M&A opportunities to complement our strategy, including the disposition of our Clayton businesses.
| ||||
Mr. McMahon |
|
850,000 |
|
|
425,000 |
|
825,000 194% |
Mr. McMahon received an award above the 2019 STI funding level based on his: • Sales leadership in producing $71 billion of flow NIW, which set a company record and marked our fourth consecutive year of record-breaking annual volume. • Partnering with Risk Management to develop and execute common goals for successfully navigating the evolving competitive environment through innovative pricing solutions and a focus on maximizing economic value. • Driving our “One Radian” enterprise sales approach to strengthen our customer value proposition and change the way customers view Radian in the marketplace. • Executing a strategic plan to diversify and grow our Real Estate and Title businesses. | ||||
In prior years, we reported the STI awards paid to our NEOs as a “Bonus” due to the nature of the performance objectives and degree of discretion that potentially could be exercised by the Committee. In more recent years, the STI awards have become more formula-based and are conditioned upon the achievement of performance targets that are pre-established and communicated to the executive officer, and the outcome with respect to the relevant performance targets is substantially uncertain at the time the targets are established. Accordingly, for 2019, the STI awards are no longer classified as “Bonus” and instead are reflected as “Non-Equity Incentive Plan Compensation.”
| Mr. Thornberry - Performance Highlights | ||
Mr. Thornberry received an award 9% above the 2022 STI Corporate Funding Level based on his leadership in overseeing: ■The Company’s strong financial results despite facing challenging macroeconomic and market conditions, including a 55% year-over-year growth in adjusted net operating earnings per share, an 18.2% return on average equity and growth in book value per share notwithstanding the significant negative impact from the change in fair value of investments; ■In a reduced mortgage market and while facing heightened competition in the private mortgage insurance industry, the achievement of $68 billion of NIW that is expected to generate meaningful economic value, while growing our IIF by 6% and increasing our overall percentage of more profitable monthly premium insured loans; ■Despite the challenging environment, the focus and drive of our homegenius team in developing and launching geniusprice, an innovative SaaS property intelligence platform, homegeniusIQ, the real estate sector’s first automated valuation model that uses AI and ComputerVision technology, “homegenius connect,” a lender, real estate agent and consumer real estate referral network, and expansion of our home purchase title solution titlegenius platform; ■The improvement in our capital and liquidity positions, including a series of capital actions in 2022 that allowed Radian Guaranty to distribute $382 million in capital to Radian Group at year end, maintained Radian Guaranty’s PMIERs cushion at $1.7 billion and positioned Radian Guaranty to issue ordinary dividends without regulatory preapproval beginning in 2023 for the first time since the Global Financial Crisis, and grew Radian Group’s liquidity position by 49% to $903 million; ■Significant progress in strengthening our corporate culture and the engagement of our employees, while thoughtfully and compassionately navigating numerous staff reduction actions that were necessary to meet the current needs of the business; and ■Enhancements to our ESG programs, including the issuance of our 2021 Corporate Responsibility Report and Task Force on Climate-Related Financial Disclosure Report and the adoption of an Environmental Policy. With respect to DEI, expansion of our diverse recruiting capability resulting in a more diverse pool of candidates interviewed, including 47% of our 2022 candidates identifying as women and 47% as people of color, the launch of DEI training and DEI goal requirements for all employees, further expansion of our Employee Resource Groups, release of an inaugural DEI report, and instituting pay transparency enterprise-wide. ■Our Company’s progress such that in July 2022, Moody's Investors Service upgraded the insurance financial strength (IFS) rating of Radian Guaranty to A3 from Baa1. See “—II. Executive Summary—OUR 2022 FINANCIAL PERFORMANCE” and “—IV. Primary Components of Compensation—B. SHORT-TERM INCENTIVE PROGRAM—2022 STI ANALYSIS—2022 STI CORPORATE FUNDING LEVEL” for additional information regarding our performance. | ||
| Mr. Quigley - Performance Highlights | ||
Mr. Quigley received an award 18% above the 2022 STI Corporate Funding Level based on his leadership in overseeing: ■The series of capital actions, including the internal restructuring of our insurance subsidiaries, that allowed Radian Guaranty to distribute $382 million in capital to Radian Group at year end, while remaining positioned to issue ordinary dividends without regulatory preapproval beginning in 2023 for the first time since the Global Financial Crisis; ■Our internal control environment, including the controls over our Mortgage Insurance systems for which we received an unqualified SOC 2 audit opinion; and ■Our year-end close processes after assuming responsibilities as our principal financial officer in December 2022. | ||
| Mr. Brummer - Performance Highlights | ||
Mr. Brummer received an award 4% above the 2022 STI Corporate Funding Level based on his leadership in overseeing: ■Strong performance of our mortgage insurance business, including maintaining our NIW market share in a highly competitive market while continuing to capture an outsized share of the economic value available in the private mortgage insurance market, growing our IIF year-over-year and notably increasing the overall portion of our portfolio comprised of more profitable monthly premium business, and instituting enhancements in our mortgage risk analytics function to further drive strong credit performance in our insured portfolio, with primary loans in default decreasing by 25% year-over-year; ■The launch of our mortgage conduit business; ■Evaluation and execution of risk distribution and risk commutation strategies and transactions and continued compliance with PMIERs, including all reporting, calculation and forecasting requirements, and ensuring that all policies and procedures were maintained and followed; and ■Improved operational efficiency and service levels across all areas in our Mortgage business by leveraging data, analytics and technology to drive process improvements and automation, increase productivity, and effectively manage expenses. | ||
| | Compensation of Executive Officers and Directors | ||||||||||
Compensation of Executive Officers and Directors
| Mr. Hoffman - Performance Highlights | ||
Mr. Hoffman received an award 13% above the 2022 STI Corporate Funding Level based on his support and counsel across the enterprise and leadership in overseeing: ■Various governance-related matters for the Company, including conducting a successful Annual Meeting of Stockholders and supporting the Company’s Board of Directors in transitioning to a new Non-executive Chairman and four new standing Committee Chairs, as well as conducting a successful search for a new director; ■Legal support for the strategic growth of homegenius, the launch of our mortgage conduit business and the various transactions that enhanced our capital and liquidity positions; ■Expansion of the Company’s enterprise risk and compliance programs to align with the growing and changing nature of the Company’s business, while enhancing each program’s efficiency and effectiveness; and ■The Company’s information security (i.e., “cybersecurity”) function in the face of heightened threat environment, including by enhancing preparedness through multiple exercises. | ||
| Mr. McMahon - Performance Highlights | ||
Mr. McMahon received an award 21% below the 2022 STI Corporate Funding Level based on his leadership in overseeing: ■Our mortgage insurance sales team, which maintained our NIW market share in a highly competitive market, generating $68 billion in high-quality NIW, including notably, a high level of more profitable monthly premium business; ■A highly challenging performance year for our homegenius business, which despite numerous new product and service launches that have better positioned the business for future success, experienced a 26% year-over-year decline in revenues due to a rapid deterioration in the macroeconomic environment, a smaller mortgage market and challenging real estate market conditions; and ■Significant expense initiatives and activities aimed at aligning our businesses with the challenging market conditions and our sales team with the evolving dynamics of our industries. | ||
LONG-TERM INCENTIVE PROGRAM
■Whether the awards will effectively motivate the NEOs to achieve rigorous, performance-based objectives in line with our long-term strategic vision for the Company;
■Whether the awards will remain both motivational and retentive through various economic cycles;
■The potential financial, accounting and tax impact of the awards;
■Whether the award objectives will be clear to the NEOs, stockholders and other constituencies;
■The potential impact of the awards on risk behavior; and
■Input, if any, from our stockholders with respect to the form and performance metrics for our awards.
AWARDS GRANTED IN 2022 ■Focus our NEOs on driving growth in our book value, which more than any other performance metric, best reflects our ultimate success in executing upon our strategic plan; andAwards Granted in 20192019,2022, the Committee granted annual LTI awards to our NEOs comprising the following:
For 2019, the (i) performance-based restricted stock units that will vest based on growth in our “LTI Book Value per Share” (as defined below) over a three-year performance period (the “BV RSUs”); and (ii) time-based restricted stock units that will vest over three years in pro rata installments (“Time-Based RSUs”). The Committee chose these LTI components to:Compensation of Executive Officers and Directors 2023 Proxy Statement 57 See “—II. Executive Summary–Our 2019 Executive Compensation Program–Two-Thirds of 2019 Annual LTI Awards are Performance-Based, Requiring Strong Absolute Growth in Book Value. Failure to Perform Over the Long-Term Would Significantly Diminish our NEOs’ Realized Pay”above.2019 Performance-Based2019 Book Value RSU (“2022 BV RSU”) awardsRSUs will vest on May 15, 2022, based on2025, subject to the attainment of specified performance goals, subject toas well as certain conditions that could accelerate their vesting.described below under “—Termination of Employment Events.” Each vested BV RSU will be payable in one share of the Company’s common stock.50 2020 Proxy Statement
Compensation of Executive Officers and Directors
On the vesting date, each NEO will become vested in a number of BV RSUs (from 00% to 200% of histhe NEO’s BV RSU target, the “BV Performance Level”) based on how the Company’s cumulative growth in LTI Book Value per Share (as defined below) over a three-year performance period (fromfrom March 31, 20192022 through March 31, 2022) compared2025 compares to the following reference points:
3-Year LTI Book Value per Share Growth (1)
|
BV Performance Level (1) (% of BV RSU Target)
| |
³60%
|
200%
| |
50%
|
150%
| |
40%
|
100%
| |
30%
|
50%
| |
<20%(2)
|
0%
|
|
|
3-Year LTI Book Value per Share Growth (1) | BV Performance Level (1) (% of BV RSU Target) | ||||||||||
| ≥55 | % | 200 | % | ||||||||
| 40 | % | 100 | % | ||||||||
| <15 | % | (2) | 0 | % | |||||||
For the 2022 BV RSUs, the Company’s LTI Book Value per Share as of March 31, 2022 was $24.49. The following chart illustrates the cumulative growth performance measures under the BV RSUs, expressed in terms of the Company’s LTI Book Value per Share.
| 58 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
2019 Time-Based
| Compensation of Executive Officers and Directors | | | ||||||||
Compensation of Executive Officers and Directors
Termination of Employment Events
Termination Event | BV RSUs | Time-Based RSUs | ||||||||
Voluntary Termination | All unvested BV RSUs are forfeited | All unvested Time-Based RSUs are forfeited | ||||||||
Involuntary Termination*
|
■Except as set forth below, the target number of BV RSUs will be prorated for the number of months served between the grant date and date of termination, with vesting occurring on the original vesting date at the BV Performance Level
■If terminated within six months of the grant date, the BV RSUs will be forfeited
■If terminated during thesix-months prior to the original vesting date, the target BV RSUs will not be prorated (NEO is eligible for full value of award) |
■If terminated on or before the first
■If terminated after the first | ||||||||
Involuntary Termination*
| Accelerate vesting of BV RSUs as of the termination date (or, if later, on the date of the Change of Control) at the CoC Performance Level | Accelerate vesting of Time-Based RSUs in full on the termination date (or, if later, on the date of the Change of Control) | ||||||||
Death / Disability | Accelerate vesting of BV RSUs as of the date of death or disability at the BV RSU Target or, | Accelerate vesting of Time-Based RSUs in full on date of death or disability | ||||||||
Retirement | BV RSUs are not forfeited and vest on the original vesting date at the BV Performance Level or, | Accelerate vesting of Time-Based RSUs in full on retirement date | ||||||||
|
Dividends
In February 2020, the Committee and Board approved an amendment of outstanding LTI awards held by eligible employees, including the NEOs, to add dividend equivalent rights to such awards (the “Equity Amendment”). The Equity Amendment was made in conjunction with the Board’s approval of an increase in the quarterly dividend to the Company’s stockholders from $0.0025 per share to $0.125 per share, effective for the first quarter of 2020. The Committee approved the Equity Amendment to further align the Company’s long-term incentive compensation program, including outstanding LTI awards, with the interests of its stockholders.
|
Compensation of Executive Officers and Directors
awards. In general, the Equity Amendment provides2022 LTI awards provide that upon the declaration and payment by the Company of a cash dividend on its common stock, each holder of an eligible LTI awardNEO will be entitled to receive a dollarcash amount equal to theper-share cash dividend paid by the Company (a “Dividend Equivalent”“dividend equivalent”), multiplied by the total number of BV RSUs and Time-Based RSUs subject to such award, with the number of performance-basedBV RSUs initially measured at target and adjusted at vesting based on performance under the award. Any Dividend Equivalentsdividend equivalents credited to ana 2022 LTI award are subject to the same vesting, payment, forfeiture and other terms and conditions as the related award, including, as it relates to the performance-basedBV RSUs, the requirement that certain specified performance conditions be met.
| 60 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
The Equity Amendment does not apply to certain LTI awards granted in 2016 and 2017 to (i) currently identified “covered employees,” within the meaning of Section 162(m) of the Internal Revenue Code and (ii) LTI awards granted to the Company’s Chief Financial Officer, because these awards may be “grandfathered” under the rules applicable to Section 162(m).
Set forth below are the LTI awards held by the NEOs that are subject to the Equity Amendment as of February 11, 2020 (the effective date of the amendment):
Named Executive Officer
|
Performance-
|
Time-Based
| ||
Richard G. Thornberry
|
264,070
|
152,788
| ||
J. Franklin Hall
|
53,480
|
20,292
| ||
Derek V. Brummer
|
64,210
|
28,184
| ||
Edward J. Hoffman
|
53,480
|
23,706 | ||
Brien J. McMahon
|
50,220
|
21,544
|
|
Stock Ownership
|
Compensation of Executive Officers and Directors
A. Retirement Compensation
RETIREMENT COMPENSATION
Savings Plan
Benefit Restoration Plan
2022.
■Participation is predominately based on compensation earned rather than an employee’s title or position. All employees whose eligible pay exceeds the IRS compensation limit ($280,000305,000 for 2019)2022) are eligible to participate in
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 61 | ||||||
■The same formula for calculating benefits under the BRP is used for all participants, creating alignment throughout the organization; and
■In determining benefits under the BRP, bonus and commissions will affect a participant’s contribution only for the year in which they occur. As a result, compensation in one year is not locked into the benefit formula going forward.
DEFERRED COMPENSATION PERQUISITESDeferred Compensation(or if amounts were previously deferred, tore-defer subject to certain limitations) receipt of all or a portion of cash received under their STI/MTISTI awards and the shares and accumulated cash dividends associated with the vesting of RSUs. DeferringIn deferring cash compensation, allowsincluding STI awards and accumulated dividends on deferred RSUs, executive officers are able to invest such amountsreceive credits based on notional investments during the deferral period. The deferred compensation program complies with the requirements of applicable IRS regulations. See “—Nonqualified“Nonqualified Deferred Compensation” below.PerquisitesIn 2019, Mr. Thornberry received no perquisites,For additional information, see the “All Other Compensation” column and related footnote in the perquisites for each of our other NEOs represented less than 2% of total salary.54 2020 Proxy Statement
2022 Summary Compensation of Executive Officers and Directors
| 62 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
Prior to 2018,
Effective since 2018, the exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed. As a result, compensation in excess of $1 million paid to a Company’s chief financial officer and any executive officers covered by 162(m) in any taxable year after December 31, 2016, is no longer deductible unless it qualifies for transition relief (i.e., grandfathering) applicable to certain arrangements in place as of November 2, 2017. Management and the Committee have evaluated these changes to 162(m) and take them into consideration, along with such other factors as discussed above in “I. Compensation Principles and Objectives,” when structuring future incentive awards for our NEOs and when making decisions regarding existing awards that may be subject to grandfathering. For instance, as discussed above under “—IV. Primary Components of Compensation—C. Long-term Incentive Program—Dividends on LTI Awards,” the Committee determined notability to provide for dividends on certain outstanding RSU awards held by our NEOs in order to preserve the 162(m) transition reliefcompensation that applies to these awards.
|
Compensation of Executive Officers and Directors
see “Corporate Governance and Board Matters—Anti-Hedging Policy” for additional information. The Board has also adopted a clawback policy that:
|
|
Following the final release of new NYSE rules for clawback policies, we plan to revise our clawback policy to be in compliance by the compliance deadline.
Members of the Compensation and
Human Capital Management Committee
Gaetano Muzio (Chair)
Howard B. Culang
Lisa W. Hess
Committee.
| Members of the Compensation and Human Capital Management Committee | |||||||||||
| Gaetano J. Muzio (Chair) | Brad L. Conner | Lisa W. Hess | Noel J. Spiegel | ||||||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 63 | ||||||
annual analysis of the competitive positioning of our director compensation program and to suggest changes, as necessary. In evaluating director compensation, the Committee is guided by the following principles:
Effective January 1, 2019,
Annual Cash Retainer(1) | ||||
Non-Executive Chairman | $ | 250,000 | ||
OtherNon-Executive Directors | $ | 110,000 | ||
Committee Chair Additional Retainer | ||||
Audit | $ | 25,000 | ||
Compensation & Human Capital Management | $ | 25,000 | ||
Credit Management | $ | 25,000 | ||
Governance | $ | 15,000 | ||
Finance & Investment | $ | 15,000 | ||
Board Meeting Fee(2) | n/a | |||
Annual Equity Compensation(3) | ||||
Non-Executive Chairman | $ | 250,000 | ||
OtherNon-Executive Directors | $ | 130,000 |
|
|
| Current Compensation ($) | |||||||||||||||||
Annual Cash Retainer (1) | |||||||||||||||||
| Non-executive Chairman | 225,000 | ||||||||||||||||
| Other Non-executive Directors | 125,000 | ||||||||||||||||
| Committee Chair Annual Additional Retainer | |||||||||||||||||
| Audit | 30,000 | ||||||||||||||||
| Compensation & Human Capital Management | 25,000 | ||||||||||||||||
| Risk | 25,000 | ||||||||||||||||
Governance (2) | 20,000 | ||||||||||||||||
| Finance & Investment | 20,000 | ||||||||||||||||
Board Meeting Fee (3) | 5,000 | ||||||||||||||||
Annual Equity Compensation (4) | |||||||||||||||||
| Non-executive Chairman | 275,000 | ||||||||||||||||
| Other Non-executive Directors | 150,000 | ||||||||||||||||
| 64 2023 Proxy Statement | | | ||||||
Compensation of Executive Officers and Directors
| ||
Vesting of Awards
Beginning with the 2018 The annual equity awards to our non-executive directors typically are granted during the first regular quarterly Board meeting following the annual meeting of stockholders.
Conversion
grant). The equity awards currently held bygranted to our non-executive directors prior to 2020 generally are not converted into shares until the director’s termination of service with us, notwithstanding the earlier vesting of these awards. Each phantom share or RSU is convertible into one share of our common stock. The outstanding equity awards do not entitle ournon-executive directors to voting rights.
Beginning with the annual equity awards to be granted in 2020, RSUs granted to ournon-executive directors in the future are expected to be convertible into shares at the time they vest (generallyone-year from the date of grant), rather than upon a director’s separation from service, if later. Separately, in order to ensure that directors continue to have substantial pay at risk associated with their annual equity awards for the full tenure of their service to the Company, effective November 2019, the Board increased thenon-executive directors’ stock ownership requirements directors are required to hold equity in Radian equal to a multiple of at least five times the applicabletheir annual cash retainer.retainer (excluding committee chair retainers). See “—Stock“Stock Ownership Requirements” below. This increased ownership requirement is in addition to the structural ownership requirement for our independent directors’ currently outstanding RSUs granted prior to 2020, which remainnon-convertible into shares until the director’s termination of service with us, as discussed above.
Dividends
In February
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 65 | ||||||
In general,
Dividend equivalents will be credited when dividends are paid on shares of the Company common stock. Dividend equivalents will accrue on unvested equity awards in anon-interest-bearing book account and will not be paid tonon-executive directors before vesting of the awards. The dividend equivalents will be paid in cash when the equity awards vest. If and to the extent that the underlying equity awards are forfeited, all related dividend equivalents will be forfeited. For vested
|
Compensation of Executive Officers and Directors
equity awards that remain subject to post-vesting holding until a director’s termination of service, dividend equivalents will be paid in cash when dividends are paid on the underlying common stock of the Company, unless the equity award is deferred under the Company’s deferred compensation plans as discussed below.
Any director who joins the Board prior to, or in connection with, the Company’s annual meeting of stockholders is entitled to a full annual equity award at the regularly scheduled quarterly Board meeting immediately following the Company’s annual meeting. Effective through December 31, 2019, directors who left the Board other than for cause (including in the event of retirement, death or disability) were entitled to apro-rated cash award for the period of time served since the Company’s last annual meeting of stockholders. This award was calculated by dividing the number of days served since the last annual meeting of stockholders by 365 and multiplying this percentage by the fair market value of the annual equity award tonon-executive directors.
entitled to participate in our retirement plans. See “Executive Compensation—NonqualifiedCompensation” and “Nonqualified Deferred Compensation” below for more information.
| | |||||||
Compensation of Executive Officers and Directors
20192022.
Name
| Fees or Paid in Cash ($)
| Stock Awards(3) ($)
|
Change to Nonqualified Deferred Compensation Earnings(4) ($)
| All Other
| Total ($)
| |||||||||||||||
Herbert Wender
|
|
263,000 |
|
|
250,000 |
|
|
— |
|
|
— |
|
|
513,000 |
| |||||
David C. Carney
|
|
147,625 |
|
|
130,000 |
|
|
— |
|
|
— |
|
|
277,625 |
| |||||
Brad L. Conner(1)
|
|
— |
|
|
—
|
|
|
— |
|
|
— |
|
|
— |
| |||||
Howard B. Culang
|
|
145,625 |
|
|
130,000 |
|
|
— |
|
|
— |
|
|
275,625 |
| |||||
Debra Hess
|
|
58,972 |
|
|
130,000 |
|
|
— |
|
|
— |
|
|
188,972 |
| |||||
Lisa W. Hess
|
|
134,375 |
|
|
130,000 | ��
|
|
— |
|
|
— |
|
|
264,375 |
| |||||
Stephen T. Hopkins(2)
|
|
219,666 |
| — | — | — | 219,666 | |||||||||||||
Lisa Mumford(1)
|
|
— |
| — | — | — | — | |||||||||||||
Gaetano Muzio
|
|
126,034 |
| 130,000 | — | — | 256,034 | |||||||||||||
Gregory V. Serio
|
|
134,375 |
| 130,000 | — | — | 264,375 | |||||||||||||
Noel J. Spiegel
|
|
122,625 |
| 130,000 | — | — | 252,625 | |||||||||||||
David H. Stevens(2)
|
|
7,639 |
| — | — | — | 7,639 | |||||||||||||
|
|
|
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards (2) ($) | Change to Nonqualified Deferred Compensation Earnings (3) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Howard B. Culang | 208,288 | 275,000 | — | — | 483,288 | ||||||||||||||||||
Fawad Ahmad (4) | — | — | — | — | — | ||||||||||||||||||
| Brad L. Conner | 144,429 | 150,000 | — | — | 294,429 | ||||||||||||||||||
| Debra Hess | 148,315 | 150,000 | — | — | 298,315 | ||||||||||||||||||
| Lisa W. Hess | 125,000 | (5) | 150,000 | — | — | 275,000 | |||||||||||||||||
| Brian D. Montgomery | 125,000 | (6) | 150,000 | — | — | 275,000 | |||||||||||||||||
| Lisa Mumford | 140,543 | 150,000 | — | — | 290,543 | ||||||||||||||||||
| Gaetano J. Muzio | 150,000 | 150,000 | — | — | 300,000 | ||||||||||||||||||
| Gregory V. Serio | 128,342 | 150,000 | — | — | 278,342 | ||||||||||||||||||
| Noel J. Spiegel | 143,342 | 150,000 | — | — | 293,342 | ||||||||||||||||||
Name
|
Shares of Phantom Stock* (#)
|
Restricted Stock Units (#)
| ||||||||
Mr. Wender
| 57,796 | 324,083 | ||||||||
Mr. Carney
| 59,904 | 173,474 | ||||||||
Mr. Conner
| — | — | ||||||||
Mr. Culang
| 59,064 | 173,474 | ||||||||
Ms. Debra Hess
| — | 5,768 | ||||||||
Ms. Lisa Hess
| — | 119,528 | ||||||||
Ms. Mumford
| — | — | ||||||||
Mr. Muzio
| — | 98,732 | ||||||||
Mr. Serio
| — | 98,732 | ||||||||
Mr. Spiegel
| — | 119,528 | ||||||||
|
| Name | Restricted Stock Units (#) | ||||
Mr. Culang (a) | | ||||
Mr. Ahmad(b) | |||||
| Mr. Conner | 7,083 | ||||
| Ms. Debra Hess | 12,851 | ||||
| Ms. Lisa Hess | 142,559 | ||||
| Mr. Montgomery | 7,083 | ||||
| Ms. Mumford | 7,083 | ||||
| Mr. Muzio | 121,763 | ||||
| Mr. Serio | 105,815 | ||||
| Mr. Spiegel | 126,611 | ||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement | ||||||
Compensation of Executive Officers and Directors
| ||
20192022; and (iv) our former Senior Executive V.P., Chief Financial Officer, who served as our principal financial officer until December 14, 2022 and whose employment was involuntarily terminated on February 28, 2023.
Name/Title
| Year
| Salary ($)
| Bonus ($) (1)
| Stock Awards ($) (2)
| Option Awards ($) (2)
|
Non-Equity Incentive Plan Compensation ($) (3)
| All Other Compensation ($) (4)
| Total ($)
| ||||||||||||||||||||||||||||||||
Richard G. Thornberry Chief Executive Officer (Principal Executive Officer) |
|
2019 |
|
|
800,000 |
|
|
— |
|
|
4,317,074 |
|
|
— |
|
|
3,000,000 |
|
|
80,800 |
|
|
8,197,874 |
| ||||||||||||||||
|
2018 |
|
|
800,000 |
|
|
2,775,000 |
|
|
4,800,169 |
|
|
— |
|
|
1,078,125 |
|
|
80,397 |
|
|
9,533,691 |
| |||||||||||||||||
|
2017 |
|
|
605,769 |
|
|
1,437,500 |
|
|
4,749,044 |
|
|
— |
|
|
— |
|
|
84,503 |
|
|
6,876,816 |
| |||||||||||||||||
J. Franklin Hall Senior Executive V.P., Chief Financial Officer (Principal Financial Officer) |
|
2019 |
|
|
425,000 |
|
|
— |
|
|
1,048,641 |
|
|
— |
|
|
850,000 |
|
|
31,875 |
|
|
2,355,516 |
| ||||||||||||||||
|
2018 |
|
|
425,000 |
|
|
735,000 |
|
|
825,345 |
|
|
— |
|
|
287,500 |
|
|
31,839 |
|
|
2,304,684 |
| |||||||||||||||||
|
2017
|
|
|
400,000 |
|
|
250,000 |
|
|
625,055 |
|
|
— |
|
|
316,250 |
|
|
23,309 |
|
|
1,614,614 |
| |||||||||||||||||
Derek V. Brummer President, Mortgage |
|
2019 |
|
|
475,000 |
|
|
— |
|
|
1,233,435 |
|
|
— |
|
|
1,050,000 |
|
|
43,273 |
|
|
2,801,708 |
| ||||||||||||||||
|
2018 |
|
|
475,000 |
|
|
975,000 |
|
|
1,012,570 |
|
|
— |
|
|
353,625 |
|
|
46,656 |
|
|
2,862,851 |
| |||||||||||||||||
|
2017 |
|
|
450,000 |
|
|
307,500 |
|
|
718,721 |
|
|
— |
|
|
388,125 |
|
|
30,081 |
|
|
1,894,427 |
| |||||||||||||||||
Edward J. Hoffman Senior Executive V.P., General Counsel and Corporate Secretary |
|
2019 |
|
|
425,000 |
|
|
— |
|
|
1,048,641 |
|
|
— |
|
|
850,000 |
|
|
39,683 |
|
|
2,363,324 |
| ||||||||||||||||
|
2018 |
|
|
425,000 |
|
|
785,000 |
|
|
825,345 |
|
|
— |
|
|
313,375 |
|
|
35,900 |
|
|
2,384,620 |
| |||||||||||||||||
|
2017
|
|
|
400,000 |
|
|
272,500 |
|
|
625,055 |
|
|
— |
|
|
388,125 |
|
|
26,452 |
|
|
1,712,132 |
| |||||||||||||||||
Brien J. McMahon Senior Executive V.P., Chief Franchise Officer andCo-Head of Real Estate |
|
2019 |
|
|
425,000 |
|
|
— |
|
|
925,076 |
|
|
— |
|
|
825,000 |
|
|
52,481 |
|
|
2,227,557 |
| ||||||||||||||||
|
2018 |
|
|
425,000 |
|
|
700,000 |
|
|
825,345 |
|
|
— |
|
|
293,250 |
|
|
47,412 |
|
|
2,291,007 |
| |||||||||||||||||
|
2017 |
|
|
350,000 |
|
|
255,000 |
|
|
686,435 |
|
|
— |
|
|
339,308 |
|
|
32,667 |
|
|
1,663,410 |
| |||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Compensation of Executive Officers and Directors
“Stock Awards” column include the grant date fair values of the BV RSUs granted in 2019, 20182022, 2021 and 2017, taking2020 that are reflected in the “Stock Awards” column take into account our perspective,estimate, as of the applicable grant date, regarding the probability for payout of the awards (135%(100%, 175%100% and 175%140% of target for the 2019, 20182022, 2021 and 20172020 awards, respectively). The actual value that may
| 68 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
| 2022 Stock Awards | ||||||||
| Name | Probable Outcome ($) | Highest Level of Performance ($) | ||||||
| Richard G. Thornberry | 5,000,140 | 8,000,252 | ||||||
| Robert J. Quigley | 425,840 | 570,022 | ||||||
| Derek V. Brummer | 1,750,087 | 2,800,174 | ||||||
| Edward J. Hoffman | 1,100,203 | 1,760,285 | ||||||
| Brien J. McMahon | 900,215 | 1,440,370 | ||||||
| J. Franklin Hall | 1,500,159 | 2,400,289 | ||||||
| Name | Savings Plan Contributions ($) | Benefit Restoration Plan Contributions ($) | Imputed Income for long-term disability insurance ($) | Imputed income for life insurance ($) | Other ($) | Tax Gross-Ups ($) | Total ($) | ||||||||||||||||||||||
| Richard G. Thornberry | 18,300 | 56,700 | 4,056 | 7,524 | — | — | 86,580 | ||||||||||||||||||||||
| Robert J. Quigley | 18,300 | 6,825 | 2,530 | 787 | — | — | 28,442 | ||||||||||||||||||||||
| Derek V. Brummer | 18,300 | 24,825 | 2,018 | 1,449 | — | — | 46,592 | ||||||||||||||||||||||
| Edward J. Hoffman | 18,300 | 19,200 | 2,167 | 810 | — | — | 40,477 | ||||||||||||||||||||||
| Brien J. McMahon | 18,300 | 17,325 | 3,372 | 3,366 | 14,589 | (a) | 9,465 | (a) | 66,417 | ||||||||||||||||||||
| J. Franklin Hall | 18,300 | 19,200 | — | 1,194 | — | — | 38,694 | ||||||||||||||||||||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 69 | ||||||
Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (3) ($) | ||||||||||||||||||||||||||
| Name | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
| Richard G. Thornberry | 2022 | 2,000,000 | 4,000,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 94,430 | (4) | 2,000,027 | ||||||||||||||||||||||||||
| 5/11/2022 | 155,850 | 311,700 | 3,000,113 | ||||||||||||||||||||||||||
| Robert J. Quigley | 2022 | 275,000 | 550,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 4,540 | (4) | 96,157 | ||||||||||||||||||||||||||
| 5/11/2022 | 7,490 | 14,980 | 144,183 | ||||||||||||||||||||||||||
| 12/20/2022 | 10,000 | (5) | 185,500 | ||||||||||||||||||||||||||
| Derek V. Brummer | 2022 | 750,000 | 1,500,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 33,050 | (4) | 699,999 | ||||||||||||||||||||||||||
| 5/11/2022 | 54,550 | 109,100 | 1,050,088 | ||||||||||||||||||||||||||
| Edward J. Hoffman | 2022 | 500,000 | 1,000,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 20,780 | (4) | 440,120 | ||||||||||||||||||||||||||
| 5/11/2022 | 34,290 | 68,580 | 660,083 | ||||||||||||||||||||||||||
| Brien J. McMahon | 2022 | 475,000 | 950,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 17,000 | (4) | 360,060 | ||||||||||||||||||||||||||
| 5/11/2022 | 28,060 | 56,120 | 540,155 | ||||||||||||||||||||||||||
| J. Franklin Hall | 2022 | 500,000 | 1,000,000 | ||||||||||||||||||||||||||
| 5/11/2022 | 28,330 | (4) | 600,029 | ||||||||||||||||||||||||||
| 5/11/2022 | 46,760 | 93,520 | 900,130 | ||||||||||||||||||||||||||
2019 Stock Awards
|
2018 Stock Awards
|
2017 Stock Awards
| ||||||||||||||||||||||
Name
|
Probable
|
Highest Level of
|
Probable Outcome ($)
|
Highest Level of
|
Probable Outcome ($)
|
Highest Level of
| ||||||||||||||||||
Richard G. Thornberry |
|
4,317,074 |
|
|
5,833,859 |
|
|
4,800,169 |
|
|
5,333,521 |
|
|
4,749,044 |
|
|
5,000,260 |
| ||||||
J. Franklin Hall |
|
1,048,641 |
|
|
1,417,077 |
|
|
825,345 |
|
|
917,041 |
|
|
625,055 |
|
|
666,924 |
| ||||||
Derek V. Brummer |
|
1,233,435 |
|
|
1,666,764 |
|
|
1,012,570 |
|
|
1,125,069 |
|
|
718,721 |
|
|
766,890 |
| ||||||
Edward J. Hoffman |
|
1,048,641 |
|
|
1,417,077 |
|
|
825,345 |
|
|
917,041 |
|
|
625,055 |
|
|
666,924 |
| ||||||
Brien J. McMahon |
|
925,076 |
|
|
1,250,073 |
|
|
825,345 |
|
|
917,041 |
|
|
686,435 |
|
|
719,952 |
| ||||||
ForCompensation—C. LONG-TERM INCENTIVE PROGRAM—LTI AWARDS GRANTED IN 2022—2022 TIME-BASED RSUs.”
|
|
Name
| Savings Plan ($)
| Benefit Restoration ($)
|
Imputed Income for ($)
|
Imputed income ($)
| Other ($)
| Tax Gross-Ups ($)
| Total ($)
| |||||||||||||||||||||
Richard G. Thornberry |
|
16,800 |
|
|
43,200 |
|
|
4,056 |
|
|
16,744 |
|
|
— |
|
|
— |
|
|
80,800 |
| |||||||
J. Franklin Hall |
|
16,800 |
|
|
15,075 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31,875 |
| |||||||
Derek V. Brummer |
|
16,800 |
|
|
18,825 |
|
|
2,018 |
|
|
1,610 |
|
|
4,020 |
(a) |
|
— |
|
|
43,273 |
| |||||||
Edward J. Hoffman |
|
16,800 |
|
|
15,075 |
|
|
2,167 |
|
|
1,621 |
|
|
4,020 |
(a) |
|
— |
|
|
39,683 |
| |||||||
Brien J. McMahon |
|
16,800 |
|
|
15,075 |
|
|
3,372 |
|
|
4,497 |
|
|
6,544 |
(b) |
|
6,193 |
(c) |
|
52,481 |
| |||||||
|
|
|
| | Compensation of Executive Officers and Directors | ||||||||||
Compensation of Executive Officers and Directors
2019 Grants of Plan Based Awards
Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)
| Estimated Future Payouts under Equity Incentive Plan Awards (2)
|
All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||
Name
| Grant Date
|
Target (#)
|
Maximum (#)
|
Target (#)
|
Maximum (#)
| Units (#) (3)
| Awards ($) (4)
| |||||||||||||||||||
Richard G. Thornberry | 2019 | 1,500,000 | 3,000,000 | |||||||||||||||||||||||
5/15/2019 |
|
51,790 |
|
|
1,166,829 |
| ||||||||||||||||||||
5/15/2019 |
|
113,830 |
|
|
227,660 |
|
|
3,150,245 |
| |||||||||||||||||
J. Franklin Hall |
2019 |
|
425,000 |
|
|
850,000 |
| |||||||||||||||||||
5/15/2019 |
|
12,580 |
|
|
283,427 |
| ||||||||||||||||||||
5/15/2019 |
|
27,650 |
|
|
55,300 |
|
|
765,214 |
| |||||||||||||||||
Derek V. Brummer |
2019 |
|
525,000 |
|
|
1,050,000 |
| |||||||||||||||||||
5/15/2019 |
|
14,800 |
|
|
333,444 |
| ||||||||||||||||||||
5/15/2019 |
|
32,520 |
|
|
65,040 |
|
|
899,991 |
| |||||||||||||||||
Edward J. Hoffman |
2019 |
|
425,000 |
|
|
850,000 |
| |||||||||||||||||||
5/15/2019 |
|
12,580 |
|
|
283,427 |
| ||||||||||||||||||||
5/15/2019 |
|
27,650 |
|
|
55,300 |
|
|
765,214 |
| |||||||||||||||||
Brien J. McMahon |
2019 |
|
425,000 |
|
|
850,000 |
| |||||||||||||||||||
5/15/2019 |
|
11,100 |
|
|
250,083 |
| ||||||||||||||||||||
5/15/2019 |
|
24,390 |
|
|
48,780 |
|
|
674,993 |
| |||||||||||||||||
| ||
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested (1) ($) | |||||||||||||||||||||||||||
Richard G. Thornberry | 38,560 | (2) | 735,339 | ||||||||||||||||||||||||||||||||
| 403,280 | (3) | 7,690,550 | |||||||||||||||||||||||||||||||||
| 56,481 | (4) | 1,077,093 | |||||||||||||||||||||||||||||||||
| 283,520 | (5) | 5,406,726 | |||||||||||||||||||||||||||||||||
| 94,430 | (6) | 1,800,780 | |||||||||||||||||||||||||||||||||
| 311,700 | (7) | 5,944,119 | |||||||||||||||||||||||||||||||||
| Robert J. Quigley | 2,740 | — | 13.99 | 5/13/2023 | |||||||||||||||||||||||||||||||
| 2,470 | — | 15.44 | 6/16/2024 | ||||||||||||||||||||||||||||||||
| 2,050 | — | 18.42 | 7/8/2025 | ||||||||||||||||||||||||||||||||
| 3,100 | — | 12.16 | 5/10/2026 | ||||||||||||||||||||||||||||||||
| 2,086 | (2) | 39,780 | |||||||||||||||||||||||||||||||||
| 21,800 | (3) | 415,726 | |||||||||||||||||||||||||||||||||
| 2,767 | (4) | 52,767 | |||||||||||||||||||||||||||||||||
| 13,880 | (5) | 264,692 | |||||||||||||||||||||||||||||||||
| 4,540 | (6) | 86,578 | |||||||||||||||||||||||||||||||||
| 14,980 | (7) | 285,669 | |||||||||||||||||||||||||||||||||
| 10,000 | (6) | 190,700 | |||||||||||||||||||||||||||||||||
Derek V. Brummer | 13,130 | — | 13.99 | 5/13/2023 | |||||||||||||||||||||||||||||||
| 11,790 | — | 15.44 | 6/16/2024 | ||||||||||||||||||||||||||||||||
| 8,780 | — | 18.42 | 7/8/2025 | ||||||||||||||||||||||||||||||||
| 14,820 | — | 12.16 | 5/10/2026 | ||||||||||||||||||||||||||||||||
| 11,466 | (2) | 218,657 | |||||||||||||||||||||||||||||||||
| 119,900 | (3) | 2,286,493 | |||||||||||||||||||||||||||||||||
| 20,567 | (4) | 392,213 | |||||||||||||||||||||||||||||||||
| 103,240 | (5) | 1,968,787 | |||||||||||||||||||||||||||||||||
| 33,050 | (6) | 630,264 | |||||||||||||||||||||||||||||||||
| 109,100 | (7) | 2,080,537 | |||||||||||||||||||||||||||||||||
Edward J. Hoffman | 9,990 | — | 13.99 | 5/13/2023 | |||||||||||||||||||||||||||||||
| 10,260 | — | 15.44 | 6/16/2024 | ||||||||||||||||||||||||||||||||
| 7,640 | — | 18.42 | 7/8/2025 | ||||||||||||||||||||||||||||||||
| 12,880 | — | 12.16 | 5/10/2026 | ||||||||||||||||||||||||||||||||
| 9,902 | (2) | 188,831 | |||||||||||||||||||||||||||||||||
| 103,560 | (3) | 1,974,889 | |||||||||||||||||||||||||||||||||
| 14,494 | (4) | 276,401 | |||||||||||||||||||||||||||||||||
| 72,740 | (5) | 1,387,152 | |||||||||||||||||||||||||||||||||
| 20,780 | (6) | 396,275 | |||||||||||||||||||||||||||||||||
| 68,580 | (7) | 1,307,821 | |||||||||||||||||||||||||||||||||
|
|
|
| 2023 Proxy Statement 71 | |||||||||
| ||||||||||
Compensation
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested (1) ($) | |||||||||||||||||||||||||||
Brien J. McMahon | 9,140 | — | 13.99 | 5/13/2023 | |||||||||||||||||||||||||||||||
| 8,210 | — | 15.44 | 6/16/2024 | ||||||||||||||||||||||||||||||||
| 6,110 | — | 18.42 | 7/8/2025 | ||||||||||||||||||||||||||||||||
| 10,310 | — | 12.16 | 5/10/2026 | ||||||||||||||||||||||||||||||||
| 8,862 | (2) | 168,998 | |||||||||||||||||||||||||||||||||
| 92,660 | (3) | 1,767,026 | |||||||||||||||||||||||||||||||||
| 12,034 | (4) | 229,488 | |||||||||||||||||||||||||||||||||
| 60,400 | (5) | 1,151,828 | |||||||||||||||||||||||||||||||||
| 17,000 | (6) | 324,190 | |||||||||||||||||||||||||||||||||
| 56,120 | (7) | 1,070,208 | |||||||||||||||||||||||||||||||||
J. Franklin Hall | 7,640 | — | 18.42 | 7/8/2025 | |||||||||||||||||||||||||||||||
| 12,880 | — | 12.16 | 5/10/2026 | ||||||||||||||||||||||||||||||||
| 9,902 | (2) | 188,831 | |||||||||||||||||||||||||||||||||
| 103,560 | (3) | 1,974,889 | |||||||||||||||||||||||||||||||||
| 14,494 | (4) | 276,401 | |||||||||||||||||||||||||||||||||
| 72,740 | (5) | 1,387,152 | |||||||||||||||||||||||||||||||||
| 28,330 | (6) | 540,253 | |||||||||||||||||||||||||||||||||
| 93,520 | (7) | 1,783,426 | |||||||||||||||||||||||||||||||||
Outstanding Equity Awardsguidance, we have reported the maximum number of RSUs that potentially may be received under these awards. The final number of RSUs to be awarded will not be determined until the vesting date, based on actual performance through that time.
Option Awards
|
Stock Awards
| |||||||||||||||||||||||||||||||
Name
| Number of Securities Underlying Unexercised Options (#) Exercisable
| Number of Securities Underlying Unexercised Options (#) Unexercisable
| Option Exercise Price ($)
| Option Expiration Date
| Number of Shares or Units of Stock that Have Not Vested (#)
| Market Value of Shares or Units of Stock that Have Not Vested ($) (1)
|
Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (1)
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested ($) (1)
| ||||||||||||||||||||||||
Richard G. Thornberry |
|
35,690 |
(2) |
$ |
897,960 |
| ||||||||||||||||||||||||||
|
20,472 |
(3) |
$ |
515,076 |
| |||||||||||||||||||||||||||
|
134,760 |
(4) |
$ |
3,390,562 |
| |||||||||||||||||||||||||||
|
124,580 |
(5) |
$ |
3,134,433 |
| |||||||||||||||||||||||||||
|
44,836 |
(6) |
$ |
1,128,074 |
| |||||||||||||||||||||||||||
|
300,480 |
(7) |
$ |
7,560,077 |
| |||||||||||||||||||||||||||
|
51,790 |
(8) |
$ |
1,303,036 |
| |||||||||||||||||||||||||||
|
227,660 |
(9) |
$ |
5,727,926 |
| |||||||||||||||||||||||||||
J. Franklin Hall |
|
7,640 |
|
|
— |
|
$ |
18.42 |
|
|
7/8/2025 |
| ||||||||||||||||||||
|
6,440 |
|
|
6,440(10) |
|
$ |
12.16 |
|
|
5/10/2026 |
| |||||||||||||||||||||
|
3,414 |
(3) |
$ |
85,896 |
| |||||||||||||||||||||||||||
|
22,460 |
(4) |
$ |
565,094 |
| |||||||||||||||||||||||||||
|
20,780 |
(5) |
$ |
522,825 |
| |||||||||||||||||||||||||||
|
7,712 |
(6) |
$ |
194,034 |
| |||||||||||||||||||||||||||
|
51,660 |
(7) |
$ |
1,299,766 |
| |||||||||||||||||||||||||||
|
12,580 |
(8) |
$ |
316,513 |
| |||||||||||||||||||||||||||
|
55,300 |
(9) |
$ |
1,391,348 |
| |||||||||||||||||||||||||||
Derek V. Brummer |
|
13,130 |
|
|
— |
|
$ |
13.99 |
|
|
5/13/2023 |
| ||||||||||||||||||||
|
11,790 |
|
|
— |
|
$ |
15.44 |
|
|
6/16/2024 |
| |||||||||||||||||||||
|
8,780 |
|
|
— |
|
$ |
18.42 |
|
|
7/8/2025 |
| |||||||||||||||||||||
|
7,410 |
|
|
7,410(10) |
|
$ |
12.16 |
|
|
5/10/2026 |
| |||||||||||||||||||||
|
3,924 |
(3) |
$ |
98,728 |
| |||||||||||||||||||||||||||
| 25,840 | (4) | $ | 650,134 | |||||||||||||||||||||||||||||
| 23,880 | (5) | $ | 600,821 | |||||||||||||||||||||||||||||
|
9,460 |
(6) |
$ |
238,014 |
| |||||||||||||||||||||||||||
| 63,380 | (7) | $ | 1,594,641 | |||||||||||||||||||||||||||||
|
14,800 |
(8) |
$ |
372,368 |
| |||||||||||||||||||||||||||
| 65,040 | (9) | $ | 1,636,406 | |||||||||||||||||||||||||||||
Edward J. Hoffman |
|
43,090 |
|
|
— |
|
$ |
2.45 |
|
|
6/5/2022 |
| ||||||||||||||||||||
|
9,990 |
|
|
— |
|
$ |
13.99 |
|
|
5/13/2023 |
| |||||||||||||||||||||
|
10,260 |
|
|
— |
|
$ |
15.44 |
|
|
6/16/2024 |
| |||||||||||||||||||||
|
7,640 |
|
|
— |
|
$ |
18.42 |
|
|
7/8/2025 |
| |||||||||||||||||||||
|
6,440 |
|
|
6,440(10) |
|
$ |
12.16 |
|
|
5/10/2026 |
| |||||||||||||||||||||
|
3,414 |
(3) |
$ |
85,896 |
| |||||||||||||||||||||||||||
|
22,460 |
(4) |
$ |
565,094 |
| |||||||||||||||||||||||||||
|
20,780 |
(5) |
$ |
522,825 |
| |||||||||||||||||||||||||||
|
7,712 |
(6) |
$ |
194,034 |
| |||||||||||||||||||||||||||
|
51,660 |
(7) |
$ |
1,299,766 |
| |||||||||||||||||||||||||||
| 12,580 | (8) | $ | 316,513 | |||||||||||||||||||||||||||||
| 55,300 | (9) | $ | 1,391,348 | |||||||||||||||||||||||||||||
Brien J. McMahon |
|
50,920 |
|
|
— |
|
$ |
2.45 |
|
|
6/5/2022 |
| ||||||||||||||||||||
|
9,140 |
|
|
— |
|
$ |
13.99 |
|
|
5/13/2023 |
| |||||||||||||||||||||
|
8,210 |
|
|
— |
|
$ |
15.44 |
|
|
6/16/2024 |
| |||||||||||||||||||||
|
6,110 |
|
|
— |
|
$ |
18.42 |
|
|
7/8/2025 |
| |||||||||||||||||||||
|
5,155 |
|
|
5,155(10) |
|
$ |
12.16 |
|
|
5/10/2026 |
| |||||||||||||||||||||
|
2,732 |
(3) |
$ |
68,737 |
| |||||||||||||||||||||||||||
|
17,980 |
(4) |
$ |
452,377 |
| |||||||||||||||||||||||||||
|
16,620 |
(5) |
$ |
418,159 |
| |||||||||||||||||||||||||||
|
7,712 |
(6) |
$ |
194,034 |
| |||||||||||||||||||||||||||
|
51,660 |
(7) |
$ |
1,299,766 |
| |||||||||||||||||||||||||||
| 11,100 | (8) | $ | 279,276 | |||||||||||||||||||||||||||||
|
48,780 |
(9) |
$ |
1,227,305 |
| |||||||||||||||||||||||||||
| | Compensation of Executive Officers and Directors | ||||||||||
Compensation
| Option Exercises | Stock Awards | |||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | ||||||||||
| Richard G. Thornberry | — | — | 246,048 | 5,213,757 | ||||||||||
| Robert J. Quigley | — | — | 15,004 | 317,935 | ||||||||||
| Derek V. Brummer | — | — | 72,945 | 1,545,705 | ||||||||||
| Edward J. Hoffman | — | — | 60,672 | 1,285,640 | ||||||||||
| Brien J. McMahon | — | — | 53,266 | 1,128,707 | ||||||||||
| J. Franklin Hall | — | — | 60,672 | 1,285,640 | ||||||||||
|
|
|
|
|
|
|
|
|
|
| Dividend Equivalents Paid ($) | |||||
| Richard G. Thornberry | | ||||
| Robert J. Quigley | 23,590 | ||||
| Derek V. Brummer | 120,414 | ||||
| Edward J. Hoffman | 101,258 | ||||
| Brien J. McMahon | 90,330 | ||||
| J. Franklin Hall | 101,242 | ||||
Compensation of Executive Officers and Directors
Option Exercises and Stock Vested During 2019
Stock Awards
| ||||
Name
|
Number of Shares
|
Value Realized on ($) (2)
| ||
Richard G. Thornberry
| 59,797
| 1,318,257
| ||
J. Franklin Hall
| 69,500
| 1,556,991
| ||
Derek V. Brummer
| 80,223
| 1,797,296
| ||
Edward J. Hoffman
| 69,500
| 1,556,991
| ||
Brien J. McMahon | 66,362
| 1,473,974
| ||
|
|
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 73 | ||||||
|
Compensation of Executive Officers and Directors
Benefit Restoration Plan
Each participant in our prior Supplemental Executive Retirement Plan (the “SERP”), which was terminated effective December 31, 2006, received an initial balance in the BRP equal to the then-present value of the participant’s SERP benefit as of such date;
limited by applicable IRS limits on eligible compensation. For each plan year, we credit each participant’s account (regardless of whether the participant contributed any amount to the Savings Plan during the plan year) with an amount equal to a percentage (6.0% for 2019)2022) of the participant’s “eligible compensation,” defined generally as base salary (including certain bonus and commission income, if applicable) in excess of applicable IRS limits with regard to contributions to the Savings Plan, plus certain bonus and commissions;
For each participant who was eligible to receive a transition credit under the Savings Plan when the BRP became effective, we also provided an additional transition credit under the BRP based on each participant’s eligible compensation under the BRP for the years 2007 through 2011; and
Our Board also may make discretionary, pro rata (based on eligible compensation) credits to participants under the BRP.
Participants are immediately vested in all amounts credited by us (along with any notional income and/or gains attributable to the credits) as part of the company credit and transition credits. Our Board also may make discretionary, pro rata (based on eligible compensation) credits to participants under the BRP. Discretionary credits, if any, would generally vest upon completion of three years of service with us, and amounts carried over from the SERP generally vest upon ten years of service with us, in each case, with service credit for those years of service completed prior to receipt of such credits. Discretionary credits, if any, become fully vested upon death, disability or a change of control.us. To date, our Board has not made any discretionary credits to participants under the BRP.
|
Compensation of Executive Officers and Directors
The following table sets forth information relating to our voluntary deferred compensation plan for officers and the BRP for each of the NEOs:
2019 Nonqualified Deferred Compensation
Name
| Plan Name (1)
|
Executive
($)
|
Registrant
|
Aggregate Earnings
|
Aggregate
| Aggregate Balance at ($)
| ||||||||||||||||||
Richard G. Thornberry
|
|
DCP |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||
|
BRP
|
|
|
*
|
|
|
43,200
|
|
|
9,886
|
|
|
—
|
|
|
110,076
|
| |||||||
J. Franklin Hall
|
|
DCP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||
|
BRP
|
|
|
*
|
|
|
15,075
|
|
|
12,214
|
|
|
—
|
|
|
69,575
|
| |||||||
Derek V. Brummer
|
|
DCP
|
|
|
—
|
|
| —
|
|
| —
|
|
|
—
|
|
|
—
|
| ||||||
|
BRP
|
|
|
*
|
|
| 18,825
|
|
|
45,804
|
|
|
—
|
|
|
272,346
|
| |||||||
Edward J. Hoffman
|
|
DCP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||
|
BRP
|
|
|
*
|
|
|
15,075
|
|
|
14,438
|
|
|
—
|
|
|
139,537
|
| |||||||
Brien J. McMahon
|
|
DCP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||
|
BRP
|
|
|
*
|
|
|
15,075
|
|
|
15,789
|
|
|
—
|
|
|
111,238
|
| |||||||
|
|
|
| | Compensation of Executive Officers and Directors | ||||||||||
| Name | Plan Name (1) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings (Losses) in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | ||||||||||||||
| Richard G. Thornberry | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 56,700 | (38,311) | — | 274,537 | |||||||||||||||
| Robert J. Quigley | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 6,825 | (12,094) | — | 68,662 | |||||||||||||||
| Derek V. Brummer | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 24,825 | (64,831) | — | 360,061 | |||||||||||||||
| Edward J. Hoffman | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 19,200 | (50,568) | — | 211,495 | |||||||||||||||
| Brien J. McMahon | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 17,325 | (358) | — | 158,620 | |||||||||||||||
| J. Franklin Hall | DCP | — | — | — | — | — | ||||||||||||||
| BRP | * | 19,200 | (25,180) | — | 140,733 | |||||||||||||||
| ||||||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 75 | ||||||
|
|
|
|
|
|
(ii)an amount equal to two times the greater of (a) his target incentive award under the STI Plan for the year in which the termination occurs (or if it has not yet been established, the target incentive award for the immediately preceding fiscal year) or (b) the 2020 STI Target;
|
Compensation of Executive Officers and Directors
severance benefits described above. However, if Mr. Thornberry’s employment is terminated for any reason other than “Cause” or if he resigns for “Good Reason” on or after December 31, 2024, he will remain eligible to receive any unpaid incentive award under the STI/MTISTI Plan for the 2024 year, based on his performance for 2024 and payable at the time that STI awards are paid to other executive officers.
The compensation payable to Mr. Thornberry under the 2019CEO Employment Agreement is subject to the Company’s written policies, including the Code of Conduct (which includes the Company’s securities trading policy), Incentive Compensation Recoupment Policy, and stock ownership guidelines, as currently in place or as may be amended by the Board. The 2019CEO Employment Agreement further provides that Mr. Thornberry will comply with the Restrictive Covenants Agreement (described below) and other written restrictive covenant agreements with the Company.
In connection with the 2017 Employment Agreement,
| 76 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
|
Compensation ofChief Executive Officers and Directors
CEOOfficer Payments and Benefits upon Termination or Change of Control
Richard G. Thornberry
Termination without (No COC) ($)
|
Termination without (In Connection with COC) ($)
| Death/ ($)
| ||||||||||
Cash Severance:
| ||||||||||||
Base Salary
| 1,600,000 | 1,600,000 | — | |||||||||
Bonus
| 4,500,000 | 4,500,000 | — | |||||||||
STI (1):
| 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Acceleration under Equity-Based Performance Plans:
| ||||||||||||
Performance-based Stock Options (2)
| — | — | — | |||||||||
Performance-based RSUs (3)
| 11,997,848 | 14,545,726 | 9,906,498 | |||||||||
Time-based RSUs (4)
| 2,971,094 | 3,844,146 | 3,844,146 | |||||||||
Plan Benefits (5) and Perquisites:
| ||||||||||||
Continued Health and Welfare Benefits (6)
| 19,758 | 19,758 | — | |||||||||
TOTAL (7)
| 24,088,700 | 27,509,630 | 16,750,644 | |||||||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 77 | ||||||
| Termination without Cause or Resignation for Good Reason (No COC) ($) | Termination without Cause or Resignation for Good Reason (In Connection with COC) ($) | Retirement (1) ($) | Death / Disability ($) | ||||||||||||||
| Richard G. Thornberry | |||||||||||||||||
| Cash Severance: | Base Salary | 2,000,000 | 2,000,000 | — | — | ||||||||||||
| Bonus | 6,000,000 | 6,000,000 | — | — | |||||||||||||
STI: (2) | 2,300,000 | 2,300,000 | — | 2,300,000 | |||||||||||||
| Acceleration under Equity-Based Performance Plans: | Performance-based RSUs (3) | — | 16,663,747 | — | 9,520,698 | ||||||||||||
Time-based RSUs (4) | 3,613,212 | 3,613,212 | — | 3,613,212 | |||||||||||||
Plan Benefits (5) and Perquisites: | Continued Health and Welfare Benefits (6) | 19,740 | 19,740 | — | — | ||||||||||||
| 13,932,952 | 30,596,699 | — | 15,433,910 | ||||||||||||||
|
|
|
amounts.
|
Compensation of Executive Officers and Directors
spouse and dependents under the Company’s health plan during the Restricted Period and (ii) the Company will provide executive outplacement services for up to 12 months after termination. The severance agreements automatically renew at each year end for additionalone-year periods unless the Company provides at least 45 days prior written notice that the severance agreements will not be extended.
| 78 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
J. Franklin Hall
Termination Cause or Resignation for ($)
|
Termination Cause or Resignation for Good Reason ($)
| Death/ ($)
| ||||||||||
Cash Severance:
| ||||||||||||
Base Salary
| 637,500 | 637,500 | — | |||||||||
Bonus
| 1,062,500 | 1,062,500 | — | |||||||||
STI (1):
| 850,000 | 850,000 | 850,000 | |||||||||
Acceleration under Equity-Based Performance Plans: | ||||||||||||
Performance-based Stock Options (2)
| 83,720 | 83,720 | 83,720 | |||||||||
Performance-based RSUs (3)
| 2,119,176 | 2,748,101 | 1,889,516 | |||||||||
Time-based RSUs (4)
| 384,369 | 596,443 | 596,443 | |||||||||
Plan Benefits (5) and Perquisites:
| ||||||||||||
Continued Health and Welfare Benefits (6)
| 12,367 | 12,367 | — | |||||||||
Outplacement Services (6)
| 20,000 | 20,000 | — | |||||||||
TOTAL (7) | 5,169,632 | 6,010,631 | 3,419,679 | |||||||||
| Termination without Cause or Resignation for Good Reason (No COC) ($) | Termination without Cause or Resignation for Good Reason (In Connection with COC) ($) | Retirement (1) ($) | Death / Disability ($) | ||||||||||||||
| Robert J. Quigley | |||||||||||||||||
| Cash Severance: | Base Salary | 502,500 | 502,500 | — | |||||||||||||
| Bonus | 687,500 | 687,500 | — | ||||||||||||||
STI: (2) | 342,500 | 342,500 | — | 342,500 | |||||||||||||
| Acceleration under Equity-Based Performance Plans: | Performance-based RSUs (3) | — | 851,819 | — | 483,043 | ||||||||||||
Time-based RSUs (4) | 184,972 | 369,824 | — | 369,825 | |||||||||||||
Plan Benefits (5) and Perquisites: | Continued Health and Welfare Benefits (6) | 16,457 | 16,457 | — | |||||||||||||
Outplacement Services (6) | 20,000 | 20,000 | — | ||||||||||||||
| 1,753,929 | 2,790,600 | — | 1,195,368 | ||||||||||||||
Derek V. Brummer | |||||||||||||||||
| Cash Severance: | Base Salary | 862,500 | 862,500 | — | |||||||||||||
| Bonus | 1,875,000 | 1,875,000 | — | ||||||||||||||
STI: (2) | 825,000 | 825,000 | — | 825,000 | |||||||||||||
| Acceleration under Equity-Based Performance Plans: | Performance-based RSUs (3) | — | 5,503,602 | — | 3,167,908 | ||||||||||||
Time-based RSUs (4) | 820,957 | 1,241,133 | — | 1,241,133 | |||||||||||||
Plan Benefits (5) and Perquisites: | Continued Health and Welfare Benefits (6) | 13,089 | 13,089 | — | |||||||||||||
Outplacement Services (6) | 20,000 | 20,000 | — | ||||||||||||||
| 4,416,546 | 10,340,324 | — | 5,234,041 | ||||||||||||||
Edward J. Hoffman | |||||||||||||||||
| Cash Severance: | Base Salary | 750,000 | 750,000 | — | |||||||||||||
| Bonus | 1,250,000 | 1,250,000 | — | ||||||||||||||
STI: (2) | 600,000 | 600,000 | — | 600,000 | |||||||||||||
| Acceleration under Equity-Based Performance Plans: | Performance-based RSUs (3) | — | 4,146,733 | — | 2,334,931 | ||||||||||||
Time-based RSUs (4) | 597,323 | 861,506 | — | 861,506 | |||||||||||||
Plan Benefits (5) and Perquisites: | Continued Health and Welfare Benefits (6) | 14,541 | 14,541 | — | |||||||||||||
Outplacement Services (6) | 20,000 | 20,000 | — | ||||||||||||||
| 3,231,864 | 7,642,780 | — | 3,796,437 | ||||||||||||||
Brien J. McMahon | |||||||||||||||||
| Cash Severance: | Base Salary | 712,500 | 712,500 | ||||||||||||||
| Bonus | 1,187,500 | 1,187,500 | |||||||||||||||
STI: (2) | 400,000 | 400,000 | 400,000 | 400,000 | |||||||||||||
| Acceleration under Equity-Based Performance Plans: | Performance-based RSUs (3) | — | 3,560,979 | — | 1,994,531 | ||||||||||||
Time-based RSUs (4) | 506,550 | 722,677 | 722,677 | 722,677 | |||||||||||||
Plan Benefits (5) and Perquisites: | Continued Health and Welfare Benefits (6) | 15,897 | 15,897 | — | |||||||||||||
Outplacement Services (6) | 20,000 | 20,000 | — | ||||||||||||||
| 2,842,447 | 6,619,553 | 1,122,677 | 3,117,208 | ||||||||||||||
| Compensation of Executive Officers and Directors | | | ||||||||
Compensation of Executive Officers and Directors
Derek V. Brummer
Termination Cause or Resignation for ($)
|
Termination without Cause or Resignation for Good Reason ($)
| Death/ ($)
| ||||||||||
Cash Severance:
| ||||||||||||
Base Salary
| 712,500 | 712,500 | — | |||||||||
Bonus
| 1,312,500 | 1,312,500 | — | |||||||||
STI (1):
| 1,050,000 | 1,050,000 | 1,050,000 | |||||||||
Acceleration under Equity-Based Performance Plans:
| ||||||||||||
Performance-based Stock Options (2)
| 96,330 | 96,330 | 96,330 | |||||||||
Performance-based RSUs (3)
| 2,500,451 | 3,283,783 | 2,241,001 | |||||||||
Time-based RSUs (4)
| 459,623 | 709,109 | 709,109 | |||||||||
Plan Benefits (5) and Perquisites:
| ||||||||||||
Continued Health and Welfare Benefits (6)
| 13,153 | 13,153 | — | |||||||||
Outplacement Services (6)
| 20,000 | 20,000 | — | |||||||||
TOTAL (7)
| 6,164,557 | 7,197,375 | 4,096,440 | |||||||||
Edward J. Hoffman
Termination Cause or Resignation for ($)
|
Termination without Cause or Resignation for Good Reason ($)
| Death/ ($)
| ||||||||||
Cash Severance:
| ||||||||||||
Base Salary
| 637,500 | 637,500 | — | |||||||||
Bonus
| 1,062,500 | 1,062,500 | — | |||||||||
STI (1):
| 850,000 | 850,000 | 850,000 | |||||||||
Acceleration under Equity-Based Performance Plans:
| ||||||||||||
Performance-based Stock Options (2)
| 83,720 | 83,720 | 83,720 | |||||||||
Performance-based RSUs (3)
| 2,119,176 | 2,748,101 | 1,889,516 | |||||||||
Time-based RSUs (4)
| 384,369 | 596,443 | 596,443 | |||||||||
Plan Benefits (5) and Perquisites:
| ||||||||||||
Continued Health and Welfare Benefits (6)
| 14,564 | 14,564 | — | |||||||||
Outplacement Services (6)
| 20,000 | 20,000 | — | |||||||||
TOTAL (7)
| 5,171,829 | 6,012,828 | 3,419,679 | |||||||||
| |||||
Compensation of Executive Officers and Directors
Brien J. McMahon
Termination without Cause or Resignation for Good Reason (No COC) ($)
|
Termination Cause or Resignation for Good Reason (In Connection ($)
| Death/ Disability ($)
| ||||||||||
Cash Severance: | ||||||||||||
Base Salary | 637,500 | 637,500 | — | |||||||||
Bonus | 1,062,500 | 1,062,500 | — | |||||||||
STI (1):
| 825,000 | 825,000 | 825,000 | |||||||||
Acceleration under Equity-Based Performance Plans:
| ||||||||||||
Performance-based Stock Options (2)
| 67,015 | 67,015 | 67,015 | |||||||||
Performance-based RSUs (3)
| 1,865,362 | 2,532,782 | 1,698,803 | |||||||||
Time-based RSUs (4)
| 354,932 | 542,047 | 542,047 | |||||||||
Plan Benefits (5) and Perquisites:
| ||||||||||||
Continued Health and Welfare Benefits (6)
| 15,954 | 15,954 | — | |||||||||
Outplacement Services (6)
| 20,000 | 20,000 | — | |||||||||
TOTAL (7) | 4,848,263 | 5,702,798 | 3,132,865 | |||||||||
|
NEOs.
|
|
|
Compensation of Executive Officers and Directors
NEOs in 2017, at target and (ii) with respect to RSUs granted to the NEOs in 2018 and 2019, at the estimated performance achievement for the full performance period, estimated based on performance as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which the change of control occurs. Based on this, we have assumed in the tables that the 20182020, 2021 and 20192022 RSUs would vest at 200%, 200% and 130%120% of target, respectively.
Retirement.
same time as those of other participants.
| 80 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
|
(4)Vesting of time-based RSUs granted to a NEO will be accelerated (i) in connection with a Qualifying Termination associated with a change of control and (ii) upon a NEO’s retirement, death or disability. In the event a NEO’s employment is involuntarily terminated without cause or the NEO terminates employment for good reason, vesting of the time-based RSUs will be accelerated as follows.
■With respect to time-based RSUs granted in 2018 and 2019,2022, any unvested RSUs would vest as follows: (i) if the termination occurs up through and including the first anniversary of the grant date,one-third of the time-based RSUs will become vested and the remaining time-based RSUs will be forfeited and (ii) if the termination occurs after the first anniversary of the grant date, all unvested time-based RSUs will vest.
(5)Upon termination |
|
|
|
Compensation of Executive Officersthe NEO’s employment with us, he may be entitled to other amounts under our benefit plans, as discussed above. Amounts payable under these plans are not subject to enhancement upon a termination or change of control and Directors
(6)Under the agreements for the NEOs, each such officer is entitled to: (i) reimbursement for the monthly cost of continued health coverage under the Company’s health plan for the applicable Restricted Period (18 months for Mr. Thornberry and 12 months for the Other NEOs) and (ii) outplacement services for the Other NEOs for up to 12 months after termination (up to $20,000) in the event the NEO is terminated other than for cause or such NEO terminates employment for good reason.
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 81 | ||||||
| J. Franklin Hall | ||||||||
Cash Severance: (1) | Base Salary | 750,000 | ||||||
| Bonus | 830,822 | |||||||
STI: (2) | 530,000 | |||||||
Acceleration under Equity-Based Performance Plans: (3) | Performance-based RSUs | — | ||||||
| Time-based RSUs | 1,125,700 | |||||||
Plan Benefits and Perquisites: (4) | Continued Health and Welfare Benefits | 19,426 | ||||||
| Outplacement Services | 20,000 | |||||||
| 3,275,948 | ||||||||
| 82 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
equity awards granted in 20172022 as our consistently applied compensation measure, as permitted by the Pay Ratio Rules.
$106,709.
Summary Compensation Table Total for CEO (1) ($) | CAP to CEO (1) (2) (3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (4) ($) | Average CAP to Non-CEO NEOs (2) (4) (5) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in thousands) | Company-Selected Measure - Adjusted Book Value Per Share (7) ($) | ||||||||||||||||||||
TSR (6) ($) | Peer Group TSR (6) ($) | |||||||||||||||||||||||||
| 2022 | 8,386,720 | 9,643,406 | 2,195,925 | 2,473,982 | 82.95 | 100.43 | 742,934 | 27.86 | ||||||||||||||||||
| 2021 | 9,286,766 | 16,605,932 | 2,685,012 | 4,480,327 | 88.57 | 116.80 | 600,671 | 23.59 | ||||||||||||||||||
| 2020 | 7,944,227 | 1,497,200 | 2,407,291 | 1,099,808 | 82.80 | 91.65 | 393,626 | 20.98 | ||||||||||||||||||
| Compensation of Executive Officers and Directors | | | ||||||||
| Summary Compensation Table Total for CEO ($) | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | Plus: Fair Value as of Year End for Stock and Option Awards Granted in the Covered Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Outstanding Unvested Stock and Option Awards from Prior Years ($) | Change in Fair Value from End of Prior Year to Vesting Date of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | CAP to CEO ($) | ||||||||||||||||||||||||
| 2022 | 8,386,720 | 5,000,140 | 5,227,267 | 926,737 | 102,822 | 9,643,406 | |||||||||||||||||||||||
| 2021 | 9,286,766 | 4,600,186 | 6,715,692 | 3,595,606 | 1,608,054 | 16,605,932 | |||||||||||||||||||||||
| 2020 | 7,944,227 | 5,175,383 | 6,785,137 | (4,993,141) | (3,063,640) | 1,497,200 | |||||||||||||||||||||||
| Average Summary Compensation Table Total for Non-CEO NEOs ($) | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | Plus: Fair Value as of Year End for Stock and Option Awards Granted in the Covered Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Outstanding Unvested Stock and Option Awards from Prior Years ($) | Change in Fair Value from End of Prior Year to Vesting Date of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Average CAP to Non-CEO NEOs ($) | ||||||||||||||||||||||||
| 2022 | 2,195,925 | 1,135,301 | 1,186,226 | 205,320 | 21,812 | 2,473,982 | |||||||||||||||||||||||
| 2021 | 2,685,012 | 1,253,944 | 1,830,574 | 920,129 | 298,556 | 4,480,327 | |||||||||||||||||||||||
| 2020 | 2,407,291 | 1,316,620 | 1,765,256 | (1,028,318) | (727,801) | 1,099,808 | |||||||||||||||||||||||
| 84 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
| Compensation of Executive Officers and Directors | | 2023 Proxy Statement 85 | ||||||
| 86 2023 Proxy Statement | | Compensation of Executive Officers and Directors | ||||||
and have agreed to pay them a fee not expected to exceed $25,000 plus reasonable and approved expenses for these services. If necessary, we may use several of our regular employees or directors to solicit proxies from our stockholders, either personally or by telephone, email, facsimile or letter. These individuals will not be specially compensated, but who will be entitled to reimbursement for actual expenses incurred in connection with the solicitation.
Report” is not “soliciting material,” nor shall it be deemed “filed” with the SEC nor incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing. 30 days before or more than 60 days after the anniversary date of the Annual Meeting, notice by the stockholder must be received between the close of business on the 120th day and 90th day before the date of the 20212024 Annual Meeting20212024 annual meeting, a stockholder proposal must be received in writing by our Corporate Secretary at our principal office set forth on the cover page of this proxy statement no later than December 16, 2020.2, 2023. If the date of our 2021 Annual Meeting2024 annual meeting of stockholders is moved more than 30 days before or after the anniversary date of this year’s meeting, the deadline for inclusion of proposals in our proxy statement will instead be a reasonable time before we begin to print and mail our proxy materials next year. Any such proposals will also need toOther Information 2023 Proxy Statement 87 20212024 annual meeting, but not have the proposal included with our proxy solicitation materials relating to the 20212024 annual meeting, the stockholder must comply with the procedures set forth in ourBy-Laws. This means that the written proposal must be received by our Corporate Secretary at our principal office set forth on the cover page of this proxy statement on or before February 12, 202117, 2024 but no earlier than January 13, 202118, 2024 (except that if the date of the 20212024 annual meeting of stockholders is more than20212024 annual meeting or, if the first public announcement of the date of the 20212024 annual meeting is less than 100 days before the date of the meeting, then the notice by the stockholder must be received by the 10th day after the public announcement). The notice to our Corporate Secretary must contain or be accompanied by the information required by Sections 3.05 and 3.06 of ourBy-Laws including, among other things: (i) the name and record address of the stockholder making the proposal or the beneficial owner, if any, on whose behalf the proposal is made; (ii) the class and number of shares of our capital stock owned by the stockholder making the proposal or the beneficial owner, if any, on whose behalf the proposal is made; (iii) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of the stockholder making the proposal or the beneficial owner, if any, on whose behalf the proposal is made, in such business; and (iv) a description of any agreements, arrangements and understandings between such stockholder and beneficial owner and any other person or persons (including their names) related to the proposal, as well as certain other information. A copy of the full text of the relevantBy-Law provisions, which includes the complete list of the76 2020 Proxy Statement
Other Information
information that must be submitted to us before a stockholder may submit a proposal at the 20212024 annual meeting, may be obtained upon written request directed to our Corporate Secretary at our principal office set forth on the cover page of this proxy statement. A copy of ourBy-Laws is also posted on the Corporate Governance section of our website (www.radian.biz)(www.radian.com).
The procedures for stockholders to follow to nominate candidates for election to our Board are described in the section of this proxy statement entitled “Corporate Governance and Board Matters—Consideration of Director Nominees.” We did not receive any such proposals with respect to the 20202023 Annual Meeting.
The statement on the 19087. that the persons named as proxies will vote on such other matters in accordance with their judgment of the best interests of Radian.20192022 Annual Report on Form10-K with the SEC on February 28, 2020.24, 2023. We will mail to you without charge, upon written request, a copy of the 20192022 Annual Report on Form10-K, excluding exhibits. Please send a written request to Investor Relations, Radian Group Inc., 1500 Market Street, Philadelphia,550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19102.19087.20192022 Annual Report on Form10-K may also be accessed and printed directly from the investor relationsInvestor Relations section of our website atwww.radian.biz. www.radian.com. Our 20192022 Annual Report to Stockholders, which includes the 20192022 Annual Report on Form10-K, is not incorporated into this proxy statement and is not considered proxy soliciting material.proxy materials both by sending you this full set of proxy materials, including a proxy card, andProxy Materials by notifying you of the availability of our proxyInternet.internet. This proxy statement and our 20192022 Annual Report to Stockholders are available on the Investor Relations page of our website at www.radian.biz/www.radian.com/StockholderReports.88 2023 Proxy Statement Other Information bank or brokerNominee may receive only one setNotice or one copy of proxy materialsProxy Materials in accordance with a notice sent earlier by their bank or broker.Nominee. This practice will continue unless instructions to the contrary are received by your bank or brokerNominee from one or more of the stockholders within the same household. This practice of sending only one Notice or one copy of proxy materialsProxy Materials is called “householding” and it saves us money in printing and distribution costs. We undertake to deliver promptly to any stockholder at a shared address, upon written or oral request, a copy of our proxy statement, annual report and notice of internet availability of proxymaterials.Proxy Materials. You may request such additional copies by calling215-231-1035 or writing to Investor Relations, Radian Group Inc., 1500 Market Street, Philadelphia,550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19102.proxy materials,Proxy Materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker.Nominee. If your household is receiving multiple copies of the proxy materials,Proxy Materials, you may request that only a single set of materialsProxy Materials be sent by following the instructions sent by your bank or broker.Nominee.Other Information 20202023 Proxy Statement 7789
1(a) Herbert Wender1(b) Brad L. Conner1(c) Howard B. Culang1(e) Lisa W. Hess1(f) Lisa Mumford1(g) Gaetano Muzio1(i) Noel J. Spiegel1(j) Richard G. ThornberryFor Against Abstain For Against Abstain For Against Abstain1 U P X1(d) Debra Hess 1(h) Gregory V. SerioRADIAN GROUP INC.Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.037VIF++Proposals — The board of directors recommends a vote “FOR” Items 1, 2 and 3, which were all proposed by the Company.Item 2—Approval, by an advisory,non-binding vote, of the overallcompensation of the Company’s named executiveofficers.Item 3—Ratification of the appointment of Pricewaterhouse CoopersLLP as Radian’s independent registered public accountingfirm for the year ending December 31, 2020.Item 1—Elect ten directors, each for aone-year term, to serve until their successors have been duly elected and qualified, as follows:For Against AbstainNOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting Proxy CardFor Against AbstainWhen properly signed, dated and returned, this proxy will be voted in accordance with the choices specified below. If no choice is specified, this proxy will be voted “FOR” each ofthe nominees in Item 1, and “FOR” Items 2 and 3. The Proxies are authorized to vote in their discretion on such other matters as may properly come before the Annual Meeting orany adjournment(s) or postponement(s) thereof.000004MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE SACKPACK MMMMMMMMMMMMMMMMMMMMMMMM 4 5 6 6 5 3MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890 J N TC123456789MMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext1234 5678 9012 345You may vote online or by phone instead of mailing this card.If you would like to reduce the costs incurred by our company in mailingproxy materials, you can consent to receiving all future proxy statements,proxy cards and annual reports electronically via email or the Internet. Tosign up for electronic delivery, please follow the instructions above tovote using the Internet and, when prompted, indicate that you agree toreceive or access proxy materials electronically in future years.PhoneCall toll free1-800-652-VOTE (8683) within the USA,US territories and Canada.Your vote matters – here’s how to vote!ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALOnlineGo to www.investorvote.com/RDN or scan the QR code — the15-digit controlnumber required to log in is located in the shaded bar below.You may attend the Annual Meeting via the Internet and vote during the AnnualMeeting. Have the15-digit control number that is printed in the shaded barbelow available, and follow the instructions on the reverse side. Vote
PROXY FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 2020THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANYThe undersigned hereby authorizes Edward J. Hoffman and J. Franklin Hall, and each of them, individually, as proxies and agents of the undersigned(the “Proxies”), each with power of substitution, to vote and otherwise represent, as indicated on the reverse side hereof, all of the shares of common stockof Radian Group Inc. (the “Company”) which the undersigned is entitled to vote at the 2020 Annual Meeting of Stockholders of the Company(the “Annual Meeting”) to be held virtually via the internet at www.meetingcenter.io/235089104 on May 13, 2020 at 9:00 a.m. Eastern Daylight Time, and anypostponement(s) or adjournment(s) thereof.The undersigned acknowledges receipt of the Notice of 2020 Annual Meeting of Stockholders, the Proxy Statement and the 2019 Annual Report. All otherproxies heretofore given by the undersigned to vote shares of the Company’s common stock at the Annual Meeting are expressly revoked.(Continued and to be marked, dated and signed, on the other side)Proxy — RADIAN GROUP INC.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSEDENVELOPE.qNon-Voting Items++Change of Address — Please print new address below.If you would like to reduce the costs incurred by our company in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reportselectronically via email or the Internet. To sign up for electronic delivery, please follow theinstructions above to vote using the Internet and, when prompted, indicate that you agreeto receive or access proxy materials electronically in future years.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSThe 2020 Annual Meeting of Stockholders of Radian Group Inc. will be held onMay 13, 2020 at 9:00 a.m. Eastern Daylight Time, virtually via the internet at www.meetingcenter.io/235089104.To access the virtual meeting, you must have the15-digit control number that is printed in the shaded barlocated on the reverse side of this form.The password for this meeting is — RDN2020.
