The Audit Committee of our board of directors 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 2017 is being submitted to our stockholders for ratification. PwC has been Radian’s
independent registered public accounting firm since 2007. The members of the board of directors and the Audit Committee believe that the continued retention of the independent registered public accounting firm is in the best interests of the Company
and its investors. 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.
For purpose of the above table, in accordance with the SEC’s definitions and rules:
In addition to retaining PwC to audit our consolidated financial statements for 2016, 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 to
pre-approve
all
non-audit
work performed by PwC in accordance with applicable SEC rules and our
pre-approval
policy. All services
provided by PwC and listed in the table above were approved by the Audit Committee in accordance with our
pre-approval
policy.
Security Ownership of Management
The following table shows all shares of our common stock that were beneficially owned, as of March 24, 2017, by: (i) each of our current directors, nominees
for director at the Annual Meeting and our NEOs for purposes of the 2016 Summary Compensation Table below; and (ii) all of our current directors and executive officers as a group. In general, a person “beneficially owns” shares if he
or she has, or shares with others, the right to vote or dispose of them, or if he or she has the right to acquire them within 60 days of March 24, 2017 (such as by exercising options).
|
|
|
|
|
|
|
|
|
|
|
Name (1)
|
|
Shares
Beneficially
Owned (2)
|
|
|
Percent
of Class
|
|
|
Herbert Wender
|
|
|
531,015
|
|
|
|
*
|
|
|
David C. Carney
|
|
|
217,640
|
|
|
|
*
|
|
|
Howard B. Culang
|
|
|
219,656
|
|
|
|
*
|
|
|
Lisa W. Hess
|
|
|
83,212
|
|
|
|
*
|
|
|
Stephen T. Hopkins
|
|
|
221,606
|
|
|
|
*
|
|
|
Brian D. Montgomery
|
|
|
62,416
|
|
|
|
*
|
|
|
Gaetano Muzio
|
|
|
67,416
|
|
|
|
*
|
|
|
Gregory V. Serio
|
|
|
62,416
|
|
|
|
*
|
|
|
Noel J. Spiegel
|
|
|
119,003
|
|
|
|
*
|
|
|
Richard G. Thornberry
|
|
|
0
|
|
|
|
*
|
|
|
Sanford A. Ibrahim
|
|
|
1,426,854
|
|
|
|
*
|
|
|
J. Franklin Hall
|
|
|
10,000
|
|
|
|
*
|
|
|
Teresa Bryce Bazemore
|
|
|
360,017
|
|
|
|
*
|
|
|
Derek V. Brummer
|
|
|
73,271
|
|
|
|
*
|
|
|
Edward J. Hoffman
|
|
|
120,589
|
|
|
|
*
|
|
|
All current directors and executive officers as a group (16 persons)
|
|
|
2,273,461
|
|
|
|
1.06
|
%
|
|
*
|
Less than one percent of class. Percentages are calculated in accordance with Rule
13d-3
under the Exchange Act.
|
|
(1)
|
The address of each person listed is c/o Radian Group Inc., 1601 Market Street, Philadelphia, Pennsylvania 19103-2337.
|
|
(2)
|
Each individual (including each current executive officer) has or is entitled to have within 60 days of March 24, 2017, sole voting or dispositive power with respect to the shares reported as beneficially owned,
other than: (i) Mr. Hopkins, who shares voting and dispositive power with his spouse with respect to 10,000 of the shares reported as beneficially owned; (ii) Mr. Spiegel, whose spouse owns 10,000 of the shares reported as
beneficially owned and as to which shares Mr. Spiegel disclaims beneficial ownership; and (iii) Mr. Hoffman, who shares voting and dispositive power with his spouse with respect to 19,500 of the shares reported as beneficially owned
by all current directors and executive officers as a group. In addition to shares owned outright, the amounts reported include:
|
|
|
•
|
|
Shares of our common stock allocable to our NEOs based on their holdings in the Radian Group Inc. Stock Fund under the Radian Group Inc. Savings Incentive Plan (the “Savings Plan”) as of March 24, 2017.
|
|
|
•
|
|
Shares that may be acquired within 60 days of March 24, 2017 through the exercise of
non-qualified
stock options, as follows: Mr. Ibrahim—661,690 shares;
Ms. Bazemore—214,930 shares; Mr. Brummer—13,130 shares; Mr. Hoffman—68,605 shares; and all current directors and executive officers as a group—343,935 shares.
|
Beneficial Ownership of Common Stock
|
|
•
|
|
Shares that may be acquired within 60 days of March 24, 2017 upon the conversion of stock-settled restricted stock units awarded to our
non-employee
directors as follows:
Mr. Wender—285,947 shares; Mr. Carney—152,949 shares; Mr. Culang—152,949 shares; Ms. Hess—83,212 shares; Mr. Hopkins—152,949 shares; Mr. Montgomery—62,416 shares; Mr. Muzio—62,416
shares; Mr. Serio—62,416 shares; Mr. Spiegel—99,003 shares; and all current directors and executive officers as a group—1,114,257 shares. The restricted stock units vest three years from the date of grant or earlier upon a
director’s retirement, death or disability. All vested, stock-settled restricted stock units granted to a
non-employee
director will be converted into shares of our common stock upon the director’s
departure from our board. The amounts reported in the above table include all shares payable upon retirement to those directors who are or will be eligible to retire within 60 days of March 24, 2017.
|
|
|
•
|
|
Shares that may be issued within 60 days of March 24, 2017 upon the conversion of phantom stock awards granted to our
non-employee
directors as follows:
Mr. Wender—57,398 shares; Mr. Carney—59,491 shares; Mr. Culang—58,657 shares; Mr. Hopkins—58,657 shares; and all current directors and executive officers as a group—234,205 shares. All vested phantom
stock awards granted to a director will be converted into shares of our common stock upon the director’s departure from our board. The amounts reported in the above table include all shares payable upon retirement to those directors who are or
will be eligible to retire within 60 days of March 24, 2017, including dividend equivalents to be settled in shares of our common stock upon conversion of a director’s phantom shares.
|
|
|
•
|
|
500,000 shares owned by a trust for the benefit of Mr. Ibrahim’s son as to which Mr. Ibrahim retains voting and investment control.
|
Security Ownership of Certain Stockholders
The following table provides information concerning beneficial ownership of our common stock by the only persons shown by our records or the SEC’s public records as
beneficially owning more than 5% of our common stock. For purposes of determining the existence and identity of, and the amount of common stock owned by, any stockholder, we rely on filings with the SEC of Schedules 13D, 13F and 13G (or any similar
filings) as of any date, subject to our actual knowledge of the ownership of our common stock.
|
|
|
|
|
|
|
|
|
|
|
Name and Business Address
|
|
Shares
Beneficially
Owned
|
|
|
Percent
of Class*
|
|
|
FMR LLC (1)
|
|
|
19,277,990
|
|
|
|
8.990%
|
|
|
245 Summer Street
|
|
|
|
|
|
|
|
|
|
Boston, MA 02110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group (2)
|
|
|
16,380,173
|
|
|
|
7.630%
|
|
|
100 Vanguard Blvd.
|
|
|
|
|
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc. (3)
|
|
|
13,792,411
|
|
|
|
6.400%
|
|
|
55 East 52
nd
Street
|
|
|
|
|
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
|
|
|
|
|
*
|
Based on shares of common stock outstanding at December 31, 2016.
|
|
(1)
|
Based on a Schedule 13G/A filed with the SEC on February 14, 2017. 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 19,277,990 shares and sole voting power with respect to 1,327,402 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.
|
Beneficial Ownership of Common Stock
|
(2)
|
Based on a Schedule 13G/A filed with the SEC on February 13, 2017, The Vanguard Group reports that it has sole dispositive power with respect to 16,112,247 shares, sole voting power with respect to 258,958 shares,
shared dispositive power with respect to 267,926 shares and shared voting power with respect to 21,572 shares. These shares are beneficially owned by funds and accounts managed by The Vanguard Group, Inc. and its subsidiaries.
|
|
(3)
|
Based on a Schedule 13G filed with the SEC on January 30, 2017, BlackRock, Inc. reports that it has sole dispositive power with respect to 13,792,411 shares and sole voting power with respect to 13,310,370 shares.
These shares are beneficially owned by funds and accounts managed by BlackRock, Inc. and its subsidiaries.
|
Section 16(a) Beneficial Ownership Reporting Compliance
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. Based on our review of the copies of the 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 2016 were made on a timely basis.
Compensation of Executive Officers and Directors
TABLE OF CONTENTS
Compensation of Executive Officers and Directors
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. These statements, which may include, without limitation, projections regarding our future performance and financial
condition, are made on the basis of management’s current views and assumptions with respect to future events, and are not a guarantee of future performance. For more information regarding these risks and uncertainties as well as certain
additional risks that we face, you should refer to the Cautionary Note Regarding Forward Looking Statements—Safe Harbor Provisions and the Risk Factors detailed in Item 1A of our Annual Report on
Form 10-K
for the year ended December 31, 2016. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date of this Compensation Discussion
and Analysis. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.
In this Compensation Discussion and Analysis, we discuss the executive compensation program for our NEOs—our former chief executive officer, our chief financial
officer and our three other most highly compensated executive officers, whose compensation is set forth in the 2016 Summary Compensation Table and other compensation tables set forth in this proxy statement. For 2016, our NEOs were as follows:
Our Named Executive Officers
*
|
|
•
|
|
Sanford A. Ibrahim
, Chief Executive Officer through March 5, 2017
|
(our principal executive officer during 2016)
(1)
|
|
•
|
|
J. Franklin Hall
, Chief Financial Officer
|
(our principal financial
officer)
|
|
•
|
|
Teresa Bryce Bazemore
, President, Radian Guaranty
(2)
|
|
|
•
|
|
Derek V. Brummer
, Executive Vice President and Chief Risk Officer
|
|
|
•
|
|
Edward J. Hoffman
, Executive Vice President, General Counsel and Corporate Secretary
|
* Please see
“Executive Officers” for additional information regarding our NEOs.
|
|
(1)
|
Mr. Ibrahim served as our Chief Executive Officer during all of 2016 and through his March 5, 2017 retirement.
|
|
|
(2)
|
Ms. Bazemore gave notice of her intention to retire effective April 30, 2017.
|
Compensation of Executive Officers and Directors
I.
Executive Summary
The following is a review of our executive compensation programs and policies, including the material decisions affecting 2016 compensation under these programs with
respect to our NEOs.
|
|
|
|
|
Our 2016
Executive Compensation Program
|
|
Our 2016 Performance
|
|
|
|
|
✓
Strong emphasis on
performance-based, variable compensation, with 84% of our CEO’s total target compensation in 2016 subject to performance-based metrics.
✓
All long-term incentives are
performance-based with rigorous performance metrics, including RSUs requiring both relative outperformance of peer companies and strong absolute book value growth.
✓
Appropriate correlation between pay and
performance, with our three-year TSR outperforming 66% of our primary compensation peer group.
✓
Heavy emphasis on risk management with 50%
of our NEOs’ STI awards withheld until it can be adequately determined that insurance written during the
one-year
STI performance period meets risk and profitability expectations.
✓
Strong governance and pay practices
(
e.g
., limited perquisites; conservative severance arrangements with no single-trigger vesting of equity upon change of control; no excise
tax gross-ups;
strong clawback policy; and
no speculative transactions in our stock permitted).
✓
Executive compensation program does not
incorporate excessive discretion, with discretionary components (STI and MTI) representing only 29% and 33% of the total compensation of our CEO and the other NEOs (on average), respectively; discretion is used only when coupled with disciplined
decision making and transparency.
✓
Executive compensation of our NEOs supported by approximately 98% of votes cast at our 2016 annual meeting of stockholders.
|
|
✓
Increased pretax
income from continuing operations by 10% over 2015. Increase in consolidated adjusted pretax operating income* and book value per share by 6% and 11%, respectively, over 2015.
✓
Completed a series of capital actions in
2016 that simplified and strengthened our capital structure, improved our debt maturity profile and reduced our total number of diluted shares outstanding by 23.3 million shares (9%).
✓
Finished 2016 with the highest market
share in the MI industry, having increased our share from 18.0% to 19.3% as of the end of 2015 and 2016, respectively.
✓
Achieved a record amount of NIW, by
writing $50.5 billion in NIW (22% higher than 2015), including the highest volume of flow NIW (
i.e.
, “loan by loan”) in the Company’s history. As a result, we grew insurance in force to $183.5 billion, with 88% of our
primary risk in force as of the end of 2016 consisting of loans insured in the strong underwriting years of 2009 to the present (including HARP loans).
✓
Our Services business produced results
below plan primarily due to higher costs of completing regulatory reviews in our loan review business and changes in market dynamics, such as a decline in the pace of home purchases by institutional investors and a substantial slowdown in the
securitizations of single family rental properties.
✓
Despite poor operating performance, Services made progress in positioning for the future, growing its customer base, enhancing cross-sell with our MI business and
returning ValuAmerica, its newly acquired title agency, to profitability.
✓
In light of our overall success in 2016,
we achieved
one-
and three-year TSRs of 34% and 28%, respectively, and earned several rating agency upgrades in 2016, including the return to investment grade for Radian Guaranty, our principal MI
subsidiary.
|
|
|
|
Please see “2016 Short-Term Incentive Analysis” for additional information regarding our 2016 performance.
* On a consolidated basis, adjusted pretax operating
income is a
non-GAAP
financial measure. Please see pages 89 to 90 of our Annual Report on Form
10-K
for the year ended December 31, 2016 for a definition of
adjusted pretax operating income, including a reconciliation of adjusted pretax operating income to the most comparable GAAP measure, pretax income from continuing operations.
|
Compensation of Executive Officers and Directors
O
UR
P
ERFORMANCE
-B
ASED
C
OMPENSATION
P
ROGRAM
In 2016, as
in past years, our executive compensation program was significantly focused on performance-based variable compensation; challenging LTI metrics based on traditional objective measures of performance; and Committee discretion only when coupled with
disciplined decision making and transparency. We particularly note the following with respect to our 2016 executive compensation program:
|
➣
|
|
NEO Compensation is Heavily Weighted Towards Performance-Based, Variable Compensation.
|
Fixed compensation continues to represent a limited portion of our NEOs’ total compensation. Base salary represented only 16% of
Mr. Ibrahim’s 2016 total target compensation and, on average, only 27% of the total target compensation for our other NEOs. The remaining target compensation is tied to, and contingent upon, Company and individual performance. The
following charts highlight, for the CEO and the other NEOs, the percentage of 2016 total target compensation attributable to each primary component of compensation (average of each component for the other NEOs):
|
|
*
|
Based on target components of compensation, and therefore, not directly comparable to amounts set forth in the 2016 Summary Compensation Table.
|
|
➣
|
|
Our Compensation Program Demonstrates a Strong Correlation between Pay and Performance.
|
|
|
1.
|
The Committee funded 2016 STI Awards above target due to the strength of our 2016 performance.
|
As discussed above, the Company had an exceptional performance year, with year-over-year increases in consolidated adjusted pretax operating income and
book value, improved financial strength and flexibility, a record year in flow NIW, the highest market share in the private mortgage insurance industry and meaningful progress in positioning the Company’s businesses for future success. In
recognition of these achievements, the independent directors awarded Mr. Ibrahim a STI award of 150% of target and the Committee awarded STI awards to our other NEOs of between 138% and 153% of target. See “2016 Short-Term
Incentive Analysis” for additional information regarding the 2016 STI awards.
Our decisions regarding STI awards have consistently
demonstrated a strong correlation between pay and performance. As demonstrated in the following table, with the exception of the 2015 performance year in which our businesses underperformed relative to our financial plan, Mr. Ibrahim and our
other NEOs generally have received above target awards in more recent years. This trend largely reflects our return to operating profitability in 2014 for the first time in many years, the positioning of Radian
Compensation of Executive Officers and Directors
Guaranty to comply with the new Private Mortgage Insurance Eligibility Requirements (the “PMIERs”) issued by Fannie Mae and Freddie Mac (the “GSEs”), including the sale of our
former financial guaranty business in 2015, and the launch of our Services segment. In contrast, for the performance years during and following the financial crisis (from 2007 through 2011), the NEOs (other than Mr. Ibrahim) received, on
average, STI awards of 49% of target, with Mr. Ibrahim receiving no STI award in three of those years.
|
|
2.
|
The Committee funded 2015 MTI Awards above target given the strong credit performance and projected profitability of our 2015 insured portfolio.
|
Immediately following the financial crisis, the Committee reflected upon the various lessons learned from the period leading up to the crisis, including
how to structure executive compensation to better reinforce an appropriate mindset among our NEOs with respect to risk-taking. As a result, in 2009, the Committee replaced our short-term bonus plan with a program consisting of short-term and
medium-term cash incentive awards. This plan, the Radian Group Inc. Short-Term and Medium-Term Incentive Plan for Executive Employees (the “STI/MTI Plan”), enhanced our
pay-for-performance
and risk-based approach to compensation by reducing cash awards for short-term
(one-year)
performance periods
and introducing a medium-term
(two-year)
performance period during which our executive officers continue to have pay at risk associated with the credit performance and projected profitability of insurance
written during the short-term performance period. The 2015 MTI award was based on the credit performance and projected profitability of our 2015 mortgage insurance portfolio through the end of 2016. Based on the credit performance and the expected
strong profitability of this portfolio, we believe this portfolio represents one of the strongest performing portfolios that we have ever written. As a result, the Committee awarded the maximum payout of 125% of target for the 2015 MTI awards.
|
|
3.
|
Our annual LTI awards consist solely of performance-based equity awards that require relative outperformance and strong absolute growth. Failure to perform over the long-term can significantly diminish our
NEOs’ realized pay.
|
Our 2016 LTI awards provide for meaningful payouts only if the Company outperforms our compensation
peer group
and
produces strong growth in book value. The 2016 performance-based
Compensation of Executive Officers and Directors
restricted stock units (“Performance-Based RSUs”) are comprised of two components, each weighted 50% – relative TSR performance and book value growth. With respect to TSR
performance, the NEOs are eligible for above target awards only if the Company outperforms the median performance of its compensation peers. Also, if the Company’s TSR is negative over this three-year performance period, the NEOs’ maximum
payout for the TSR component will be reduced to 75% of target regardless of the extent to which the Company may be outperforming its peer group. With respect to the book value component, the Company must achieve at least a 25% increase in book value
(as defined below in “IV. Primary Components of Compensation—C. Long-term Incentive Program—LTI Awards Granted in 2016—2016 Performance-Based RSU Awards”) for an NEO to be eligible to receive an award at 100% of target.
The 2016 performance-based stock options (“Performance-Based Options”) will vest only if the closing price of the Company’s common stock exceeds 125% of the option exercise price for ten consecutive trading days ending on or after the
third anniversary of the grant date.
A failure to achieve our long-term objectives can have a significant, negative affect on our NEOs’
realized pay. For example, the performance-based RSUs granted to our executive officers in 2013 resulted in no payout for our NEOs upon the conclusion of the three-year performance period for these awards in 2016. Because these performance-based
RSUs represented 32% (on average) of the 2013 total target compensation of our NEOs who received this grant, realized pay for these NEOs was well below targeted compensation due to our TSR underperformance over this period. We believe this
correlation is a strong indication of our pay for performance philosophy as it relates to longer-term value creation.
|
➣
|
|
We Use Limited Discretion in our Compensation Program and only when Coupled with Disciplined Decision Making and Transparency.
|
Our executive compensation program is predominantly formula-based, with the discretionary components of our program (STI and MTI) representing only 29%
and 33% of the total compensation of our CEO and the other NEOs (on average), respectively. Each year, the Committee considers the level of Committee discretion that is appropriate in determining the amount to be awarded to the NEOs under the
STI/MTI Plan, and in particular, whether a more formula-based approach to the STI payouts would be appropriate. The Committee has determined that while a more formula-based approach could bring greater predictability to the level of potential
payouts, it also has the potential to ignore the multitude of variables that influence our NEOs’ decision-making throughout any given annual period, and most importantly, the potential to limit the Committee’s ability to appropriately
recognize positive and negative factors that were not apparent to the Committee when setting goals at the beginning of an annual performance period. As a result, clear metrics are established for each major area of focus, but the payouts also remain
subject to the Committee’s discretion. We recognize the potential impact of discretion on transparency, and therefore, we disclose in detail not only the quantitative performance metrics established for evaluating performance, but also the
qualitative factors considered by the Committee in evaluating each of the major areas of focus and the Committee’s assigned payout percentage for each area. See “2016 Short-Term Incentive Analysis” below.
|
➣
|
|
We Have Implemented Strong Governance and Compensation Practices; We Do Not Engage in Problematic Pay Practices.
|
Consistent with our strong governance and compensation practices, we:
|
|
•
|
|
Impose a “double-trigger” for payments upon a change of control and apply good pay practices under our equity plans
—Beginning in 2010, our termination pay strategy eliminated
any payments to the NEOs based solely upon a change of control without termination of employment. Further, in our Amended and Restated Equity Plan that is the subject of Proposal 4 above, we (i) have formalized our approach to change of control
by adding a presumption that there will be “double trigger” vesting of equity awards upon an involuntary termination 90 days before, or one year following, a change in control and (ii) are prohibiting the payment of dividends on
equity awards that have not yet vested;
|
Compensation of Executive Officers and Directors
|
|
•
|
|
Do not provide
gross-ups
for excise taxes
—We provide for gross-ups in very limited circumstances and do not provide for any
gross-ups
in a change of control situation; we recently eliminated
gross-ups
related to premiums paid by us for long-term disability insurance and life insurance for the
benefit of the NEOs;
|
|
|
•
|
|
Prohibit speculative transactions in our stock
—We specifically prohibit all hedging and other speculative transactions in Radian securities that could have the effect of mitigating the
full risk of ownership of our shares;
|
|
|
•
|
|
Impose a strong compensation clawback policy
—We have a clawback policy that provides for the recoupment of incentive compensation in the event of a material restatement of the
Company’s financial results and/or a determination that the level of achievement of an objectively quantifiable financial performance measure or goal was materially overstated;
|
|
|
•
|
|
Impose rigorous stock ownership requirements and have instituted post-vesting share retention requirements
—Our CEO is required to hold Radian shares equal to seven times his base salary
and our other NEOs are also held to meaningful stock ownership requirements. In addition, our 2015 and 2016 Performance-Based RSU awards include a
one-year,
post-vesting share retention period applicable to
all NEOs;
|
|
|
•
|
|
Provide limited perquisites
—We provided no perquisites to our CEO in 2016 and, in the ordinary course, perquisites to our other NEOs have been de minimis; and
|
|
|
•
|
|
Encourage feedback regarding our executive compensation program
—We hold an annual stockholder vote on our compensation program for our NEOs, regularly engage with stockholders regarding
our compensation practices and utilize an independent compensation consultant to offer an objective perspective on executive compensation.
|
II.
Compensation Principles and Objectives
Our executive compensation program is designed under the direction of the Committee to attract, motivate and retain high quality executive officers and to align our
pay-for-performance
philosophy with sound risk management practices and our overall business and strategic objectives and results. This
pay-for-performance
philosophy is intended to align our NEOs’ interests with those of our stockholders, while not encouraging inappropriate actions, including unnecessary or excessive risk taking. We
have developed a set of principles and objectives to make decisions about how to compensate executive officers appropriately for their contributions toward achieving our strategic, operational and financial objectives. We believe our executive
compensation program should:
|
|
•
|
|
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 variable pay;
|
|
|
•
|
|
Focus executives on long-term performance that aligns with stockholders’ interests;
|
|
|
•
|
|
Manage risk with appropriate protection and controls;
|
|
|
•
|
|
Maintain pay practices that are externally competitive and reasonable; and
|
|
|
•
|
|
Remain flexible to respond to changes in our businesses, strategies and current market developments.
|
Compensation of Executive Officers and Directors
III.
Compensation Process and Oversight
|
A.
|
Committee Process and Role
|
The Committee provides direction
and oversight for our compensation and human resources programs, processes and functions. The Committee is supported by our Head of Human Resources and our General Counsel, who serve as liaisons between management and the Committee. The Committee
has the sole authority to engage and terminate consulting firms and legal counsel as it deems appropriate to advise it and the board with respect to executive compensation and human resources matters, including the sole authority to approve the
compensation and other terms related to their engagement. The Committee currently retains Pay Governance as its sole independent compensation consultant. Pay Governance provides compensation advisory services to the Company relating to the
compensation of executive officers and
non-employee
directors. Generally, these services include advising the Committee on the principal aspects of our compensation programs and evolving industry practices and
providing market information, risk assessments and other analysis regarding our program design and incentive plan practices. Other than this work, Pay Governance performs no additional services for the Company. The Committee chair approves the
payment of all work performed by the independent compensation consultant for the Company, and the Committee annually reviews the performance of Pay Governance. The Committee also engages, from time to time, external legal counsel to provide legal
advice in connection with executive compensation matters. In 2016, the Committee assessed the independence of Pay Governance and the Committee’s 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 at
www.radian.biz
.
|
B.
|
Consideration of Stockholder Input Regarding our Executive Compensation Program
|
At our 2016 annual meeting of stockholders held on May 11, 2016, for the advisory vote to approve the compensation of our NEOs (also known as the “say on
pay” vote), approximately 98% of the votes cast were in support of the overall compensation of the NEOs. We appreciate the support we received from our stockholders at last year’s annual meeting.
As part of our commitment to engaging with our investors, management frequently meets with stockholders to discuss matters of significance to them, including our
executive compensation program. In addition, to the extent stockholders indicate a concern with respect to our executive compensation program (through negative
say-on-pay
votes or otherwise), management will seek to contact those stockholders to better understand their concerns. This may occur as part of our solicitation
efforts in connection with our annual meeting of stockholders.
Through our stockholder engagement process, we have learned about our stockholders’ voting
considerations, influences and processes, as well as their perspectives and priorities with respect to executive compensation. Management shares this information with the Committee. Management and the Committee consider the outcome of the most
recent
say-on-pay
vote and the information we learn from our solicitation and outreach efforts. In response to feedback that we have received in the past, we have:
|
|
•
|
|
Continued with a total executive compensation program that is heavily weighted towards performance-based compensation;
|
|
|
•
|
|
Maintained a strong focus on credit performance, with 50% of each NEO’s STI award remaining at risk for a second year and subject to the credit performance and projected profitability of the insurance we wrote
during the first year;
|
|
|
•
|
|
Continued to provide significant transparency regarding our compensation decisions, including importantly, those decisions that involve Committee discretion; and
|
|
|
•
|
|
Maintained a rigorous LTI program, with payments for the 2016 LTI awards dependent on both our relative and absolute performance.
|
Compensation of Executive Officers and Directors
In addition, we have designed this Compensation Discussion and Analysis to fully explain the Committee’s
implementation of its
pay-for-performance
philosophy in the context of the past and current economic and operating environments.
To set compensation for the NEOs, we
utilize different compensation tools, including external benchmarking, internal equity, and wealth accumulation analyses. These collectively represent our “primary compensation tools” for establishing an appropriate compensation level for
our NEOs. In addition, when evaluating an NEO’s compensation, the Committee typically will assess the NEO’s overall performance, skill sets, experience and current and potential future career path within the Company. For the compensation
of the NEOs other than the CEO, the main participants in our compensation process are the Committee, its independent compensation consultant and three members of management—the CEO, Head of Human Resources and General Counsel (except with
respect to their own compensation). The Committee has ultimate authority over compensation decisions for the NEOs other than the CEO. The process for establishing the compensation of our NEOs other than the CEO is as follows:
We believe that management’s participation in the compensation process is critical to an equitably-tailored program that is
effective in motivating our NEOs, and to ensure that the process appropriately reflects our
pay-for-performance
culture, current strategies and risk management. Our NEOs
annually develop a set of shared performance goals and associated metrics, which are predominantly based on the Company’s annual operating plan that is approved by our board of directors, including those annual objectives that are intended to
further our long-term strategic vision. In addition, each NEO develops a set of individual performance goals and presents them to the CEO, who adjusts and approves them and presents them to the Committee. These shared and individual performance
goals and metrics serve as the primary basis for determining an NEO’s STI award. The process for assessing performance against these objectives is discussed in greater detail below.
Compensation of Executive Officers and Directors
With respect to the CEO, the independent directors of our board have the ultimate authority over compensation
decisions. The process for establishing the compensation of our CEO is as follows:
Benchmarking Compensation
We consider external benchmarking to be an important analytical tool to help us establish competitive points of reference for evaluating executive compensation. However,
benchmarking is not the sole factor used in setting compensation, and the Committee regularly assesses how and the extent to which benchmarking is used. We benchmark each executive officer position annually and, if necessary, when a search for a new
executive officer position is undertaken. It has been our practice to collaborate with the Committee’s independent compensation consultant in this process to apply a consistent and disciplined approach in our benchmarking methodology and
philosophy.
For 2016 compensation, we benchmarked each of the primary components of our 2016 compensation program, as well as the 2016 total target cash and direct
compensation for each NEO. In benchmarking an executive officer’s total target
cash
compensation, we consider base salary plus cash-based short-term and medium-term incentives. Total target
direct
compensation consists of 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:
|
(1)
|
Data from a primary compensation peer group approved by the Committee and comprising the following companies:
|
Essent Group Ltd.
Fidelity National Financial, Inc.
First American Financial Corporation
Genworth
Financial, Inc.
MGIC Investment Corporation
National Mortgage Insurance Corporation
Nationstar
Mortgage Holdings, Inc.
Ocwen Financial Corporation
Independent Compensation Consultant Annually prepares an analysis of competitive market compensation data for the CEO Compensation Committee The Committee has the sole
responsibility to develop an annual compensation proposal, utilizing the primary compensation tools and competitive compensation market data developed by the independent compensation consultant Independent Directors Receive recommendation of the
Committee. They may approve the proposal, make adjustments based on their own view of the primary compensation tools or other factors, or seek additional information from the Committee or the independent compensation consultant before making a final
determination with respect to compensation for the CEO Potential Additional Information Requested
Compensation of Executive Officers and Directors
Old Republic International Corporation
PHH Corporation
Stewart Information Services
Corporation
Walter Investment Management
|
(2)
|
Financial services data from 177 organizations that participate in Towers Watson’s Financial Services Executive Compensation Database; and
|
|
(3)
|
General industry data from 484 organizations across a range of industries that participate in Towers Watson’s General Industry Executive Compensation Database.
|
We use benchmarking to identify a competitive compensation range for each executive officer position. From a quantitative perspective, we generally consider an executive
officer’s compensation to be market competitive if it is within a 15% range of the median of the applicable benchmark references. However, because executive officer roles and responsibilities often vary within the industries in which we
participate and in the broader financial services segment, our benchmarking process is tailored for each executive officer position, with an emphasis on benchmark data for comparable positions and, in particular, comparable positions in our primary
compensation peer group. For each executive officer, the Committee may use one or more of the three benchmark references or, in some cases, a subset of the primary compensation peer group of companies, depending on its judgment concerning the
comparability of executive officer roles to these benchmark references. As a result, the Committee’s assessment of market competitiveness, in addition to the quantifiable benchmark data, may take into consideration other factors such as the
scale and scope of the companies as well as specific roles against which our executive officer positions are being compared and the potential market demand for such positions.
Primary Compensation Peer Group.
On an annual basis,
management prepares, and the Committee reviews and approves, compensation peer companies to serve as the primary compensation peer group that is relevant for evaluating current executive officer compensation. For 2016 benchmarking, the Committee
made three changes to our 2015 primary compensation peer group. The Committee removed financial guarantors Assured Guaranty Ltd. and MBIA Inc. given the sale of our financial guaranty business in 2015 and added Nationstar Mortgage Holdings Inc. to
give greater representation of peers for our Services segment. We believe the companies included within our primary compensation peer group are appropriate based on the following:
|
|
•
|
|
In most cases, the roles and responsibilities of our NEOs are sufficiently similar to the equivalent executive positions within the primary compensation peer group;
|
|
|
•
|
|
They represent our primary competition for talent;
|
|
|
•
|
|
Five of the companies have significant mortgage insurance operations and all have significant businesses in the mortgage and real estate industries, our core areas of operations;
|
|
|
•
|
|
They generally are of a comparable size and complexity to us. Among this peer group, as of December 31, 2016, we ranked eighth (8
th
) and fourth (4
th
) in terms of largest revenue and market capitalization, respectively; and
|
|
|
•
|
|
Eight (8) of the 12 companies also named us as a peer.
|
Where appropriate, the Committee has excluded companies that
may be competitors of the Company, but do not represent a good benchmark for compensation given that their relative size and complexity are not comparable to the Company.
From time to time, third parties such as proxy advisory institutions establish peer groups for the Company for the purpose of assessing the Company’s relative
performance and compensation. The Committee does not utilize
Compensation of Executive Officers and Directors
these peer groups for the purpose of evaluating our NEOs’ compensation and the Company’s performance, mainly because the Committee believes the primary compensation peer group approved
by the Committee represents the most appropriate peer group for the Company for the reasons discussed above.
Financial Services and General Industry Reference Points.
The companies that comprise our primary compensation peer group vary in terms of size and relative complexity. Because we compete for talent in markets other than those in which we compete for business, we also use, as
necessary, broader financial services and general industry reference points. In doing so, we recognize that these reference points may be less directly relevant than the reference points provided by our primary compensation peer group, yet they
provide robust market data due to the sample sizes of the surveys.
The financial services data and the general industry data are compiled annually by Towers
Watson, an independent third-party. For these two reference points, we use
pre-established
subsets of companies contained in the databases of Towers Watson, so that we compare companies of reasonably similar
size to us. The subsets are based on standard revenue ranges that are provided in published compensation surveys, and we do not select or have any influence over the companies that participate in these surveys. The subset of companies we use
consists of a broad array of companies in the financial services industry, including property/casualty insurance, life/health insurance, and investment, brokerage, retail and commercial bank organizations. The financial services data is focused on
companies with assets of less than $20 billion and revenues less than $3 billion, while the general industry data is composed of companies with revenues of less than $3 billion. We do not participate in the selection of the companies
for inclusion in these reference points and are not made aware of the companies that constitute these reference points.
For each of the NEOs, the results of the
benchmarking conducted by the independent compensation consultant in October 2015 for the purpose of setting 2016 target compensation (expressed as a percentile of the benchmarked group) were as follows:
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
Primary
Compensation
Peer Group
|
|
Financial
Services Reference Point
|
|
General
Industry Reference Point
|
|
Mr. Ibrahim
|
|
At 50th
|
|
Between 50th and 75th
|
|
Between 50th and 75th
|
|
Mr. Hall
|
|
Below 50th
|
|
At 50th
|
|
Below 50th
|
|
Ms. Bazemore
|
|
Below 50th
|
|
Between 50th and 75th
|
|
Not Applicable
|
|
Mr. Brummer
|
|
At 50th
|
|
Between 50th and 75th
|
|
Not Applicable
|
|
Mr. Hoffman
|
|
Below 25th
|
|
Between 50th and 75th
|
|
At 50th
|
As our benchmarking process for 2016 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
While external benchmarking is
important in assessing the overall competitiveness of our compensation program, we believe that our compensation program must also be internally consistent and equitable to reflect an executive’s responsibilities and contributions to value
creation and to ensure teamwork and coordination across the organization. As a result, in addition to benchmarking, our CEO and the Committee consider internal equity among our executive officer group and other members of senior management when
setting the components of compensation.
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. For 2016 compensation, the Committee compared the compensation for each NEO (other than the CEO) against his/her
Compensation of Executive Officers and Directors
peers in the executive officer group. Although we monitor the difference in pay between the CEO and the other executive officers, given the uniqueness of the CEO position and its breadth of
responsibilities, we do not perform a formal internal equity analysis of the CEO relative to other executive officer positions.
Wealth
Accumulation
The Committee regularly reviews “total reward” tally sheets for each of the NEOs and considers the current value and potential future
value of existing equity awards as factors in evaluating an NEO’s compensation.
IV.
Primary Components of Compensation
Our executive compensation program provides a balanced mix of pay through the following primary direct compensation components: base salary and short-term, medium-term,
and long-term incentives. As discussed in greater detail below, the incentive-based portions of our program are tied to: (i) our short-term and medium-term corporate performance; (ii) achievement of strategic and individual performance
goals; and (iii) our long-term business performance and growth in stockholder value. The short-term incentives have been designed to recognize the achievement of annual objectives, while the medium-term and long-term incentives have been
designed to ensure that decisions made in achieving short-term objectives are also appropriate to support our longer-term goals.
Base salaries are paid to executive officers to
provide them with a competitive level of compensation for the
day-to-day
performance of their job responsibilities. As discussed above, base salaries for the NEOs
primarily are established based on competitive market compensation data and internal equity. The following table provides the base salary for each of the NEOs:
|
|
|
|
|
Name
|
|
2016 Salary (1)
|
|
Sanford A. Ibrahim
|
|
$950,000
|
|
J. Franklin Hall
|
|
$400,000
|
|
Teresa Bryce Bazemore
|
|
$550,000
|
|
Derek V. Brummer (2)
|
|
$415,000
|
|
Edward J. Hoffman
|
|
$400,000
|
|
|
(1)
|
No changes were made to the NEOs’ base salaries for 2016.
|
|
|
|
(2)
|
Mr. Brummer’s base salary was increased to $450,000, effective January 1, 2017, in recognition of the importance of the Chief Risk Officer role to both our performance and our strategic plans.
|
|
|
B.
|
Short-Term and Medium-Term Incentive Program
|
This
discussion refers to the 2016 performance objectives for the Company and the NEOs as well as to the Company’s and NEOs’ actual 2016 performance results. These objectives and results are disclosed in the limited context of our compensation
programs. We specifically caution investors not to apply these statements to other contexts.
The STI/MTI Plan enhances the Company’s approach to
compensation by recognizing that not all decisions made by our NEOs in the short-term can be evaluated fully at the end of a single year. Thus, the STI/MTI Plan provides the NEOs with the opportunity to earn cash incentive awards during a
two-year
performance period, with the STI period covering the first calendar year in which the award is granted and the MTI period covering the full
two-year
Compensation of Executive Officers and Directors
performance period (from January 1 of the year of grant through December 31 of the second performance year). Pursuant to this approach, the Committee has the ability to reward NEOs for
(among other items) new mortgage insurance originations in any short-term performance period, but it also retains discretion to pay a significant portion of the overall award only after it is apparent that such originations are likely to satisfy
targeted profitability expectations. Consequently, the STI/MTI Plan serves to protect against inappropriate risk-taking with respect to mortgage insurance originations.
The amount of STI awarded to an NEO is based on the NEO’s achievement of specified performance goals for the applicable year. Corporate and business
unit/departmental goals are established each year in the context of our annual business planning process and are approved by our board. Using these objectives, individual performance goals are established by each NEO and adjusted and approved by the
CEO and the Committee, as discussed in “III. Compensation Process and Oversight” above. By tying the STI award to our annual operating plan, the Committee aims to ensure accountability, focus and alignment throughout the Company with
respect to those matters determined to be most critical to driving long-term stockholder value.
At the end of each performance year, each NEO provides a performance
self-assessment to the CEO (and the CEO provides a similar self-assessment to the Committee), including his or her level of attainment of the specified performance goals. The CEO reviews the performance of each NEO (other than himself) against his
or her respective performance goals and makes specific recommendations to the Committee regarding the amount of STI, if any, to be awarded. Maximum achievement can result in an STI award of up to 200% of the target amount, while performance below
expectations can result in a below-target award or no award.
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 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 weigh 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.
Once the amount of STI is determined for each NEO, only 50% of this amount is
actually paid to the NEO as an STI bonus. For 2016, these amounts are set forth in the “Bonus” column of our 2016 Summary Compensation Table. The remaining 50% of each NEO’s STI award then becomes that NEO’s target MTI award for
the full
two-year
MTI performance period. Therefore, the MTI targets for the NEOs, which impact the amounts ultimately paid to our NEOs, can vary significantly from year to year, depending on the NEOs’
performance and the corresponding amounts earned for STI in any given performance period. Because our NEOs earned below-target STI awards for 2015 performance, their 2015 MTI targets were also smaller than in prior years, resulting in
comparably lesser amounts paid for MTI and reported within the
“Non-Equity
Incentive Plan Compensation” column of our 2016 Summary Compensation Table.
Compensation of Executive Officers and Directors
At the end of the MTI performance period, the Committee determines what percentage, if any, of the target MTI awards
will be paid to the NEOs based on the Company’s achievement of certain
pre-established
business and financial performance metrics and goals (as illustrated below for the 2016 MTI award). Other than for
determining the MTI target amount (which is derived based on each individual’s STI performance), individual officer performance is not evaluated for purposes of determining or paying the MTI awards; all NEOs receive the same percentage payout
relative to target. Upon establishing the 2016 STI/MTI awards, the Committee reduced the maximum MTI payout from 125% to 115% of target. The following diagram illustrates the award process under our STI/MTI Plan for the 2016 STI/MTI awards:
Compensation of Executive Officers and Directors
2016 S
HORT
-T
ERM
I
NCENTIVE
A
NALYSIS
For 2016, the NEOs’ STI awards were determined based on the Committee’s assessment of the Company’s performance in three primary
areas—Shared Corporate Objectives, Mortgage Insurance, and Services. The following table highlights: (i) the metrics (and corresponding targets) for each of these performance areas; (ii) the Company’s actual performance against
these targets (as applicable); (iii) the Committee’s assessment of management’s performance against each metric; and (iv) the percentage payout approved by the Committee for each area of performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
Area (1)
|
|
Metric
|
|
Target
Goal
|
|
2016
Actual
|
|
Committee
Performance
Assessment (2)
|
|
Committee
approved payout
percent relative
to Target
|
|
Shared
Corporate
|
|
Adjusted Pretax Operating Income
(3)
|
|
$493M
|
|
$542M
|
|
Significantly Exceeded
|
|
+67%
above target
|
|
|
Capital Management (4)
|
|
|
|
|
|
Significantly Exceeded
|
|
|
|
Year-end Book Value per Share
|
|
$12.32
|
|
$13.39
|
|
Significantly Exceeded
|
|
|
|
Corporate Expense (5)
|
|
$54M
|
|
$54M
|
|
Met Expectations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage
Insurance
|
|
MI Core Metrics
|
|
|
|
|
|
|
|
+40%
above target
|
|
|
•
NIW
|
|
$41.9B
|
|
$50.5B
|
|
Significantly Exceeded
|
|
|
|
•
Market Share (full year) (6)
|
|
20.0%
|
|
18.7%
|
|
Met Expectations
|
|
|
|
•
Projected Return on PMIERS Capital (7)
|
|
13-14%
|
|
13.6%
|
|
Met Expectations
|
|
|
|
•
MI Core
Operations Expense Ratio (8)
|
|
18.2%
|
|
15.6%
|
|
Significantly Exceeded
|
|
|
|
Ml Position for the Future
|
|
|
|
|
|
|
|
|
|
•
Customer Growth
|
|
100 new
|
|
108 new
|
|
Met Expectations
|
|
|
|
•
Long-Term
Strategic Priorities (9)
|
|
|
|
|
|
Exceeded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services
|
|
Services Core Metrics
|
|
|
|
|
|
|
|
-48%
below target
|
|
|
•
EBITDA (10)
|
|
$35.0M
|
|
$8.0M
|
|
Underperformed
|
|
|
|
•
Gross Margin % (11)
|
|
40.9%
|
|
35.3%
|
|
Underperformed
|
|
|
|
•
EBITDA
Margin % (10)
|
|
18.1%
|
|
4.8%
|
|
Underperformed
|
|
|
|
Services Position for the Future
|
|
|
|
|
|
|
|
|
|
•
Customer Growth
|
|
347
|
|
416
|
|
Exceeded
|
|
|
|
•
Strategic
Priorities (12)
|
|
|
|
|
|
Exceeded
|
|
|
|
(1)
|
For each NEO, the target performance areas were weighted as follows:
|
Compensation of Executive Officers and Directors
|
|
(2)
|
Performance relative to target is evaluated in the context of the multitude of variables that influence our NEOs’ decision-making throughout the performance period. Accordingly, please see the qualitative
discussion following this table for additional information impacting the Committee’s performance assessments.
|
|
|
(3)
|
Adjusted Pretax Operating Income is a
non-GAAP
financial measure for the consolidated Company which is defined as GAAP consolidated pretax income from continuing operations,
excluding the effects of net gains (losses) on investments and other financial instruments, loss on induced conversion and debt extinguishment, acquisition-related expenses, amortization and impairment of intangible assets and net impairment losses
recognized in earnings. Please see pages 89 to 90 of our Annual Report on Form
10-K
for the year ended December 31, 2016 for a more detailed explanation of adjusted pretax operating income, including a
reconciliation of adjusted pretax operating income to the most comparable GAAP measure, pretax income from continuing operations.
|
|
|
(4)
|
Capital Management was assessed based on our success in managing our capital and liquidity positions to further our progress towards achieving investment grade ratings at our holding company, Radian Group.
|
|
|
(5)
|
Measured as Radian Group’s corporate expenses that are allocated to our MI and Services business segments. Radian Group’s corporate expenses include all compensation and
non-compensation
expenses and exclude interest expense.
|
|
|
(6)
|
Represents the Company’s average share of NIW for 2016, based on currently available public information.
|
|
|
(7)
|
Measured on an unlevered basis and represents projected,
life-of-loan
after-tax
net income for 2016
NIW (net of reinsurance and including projected reinvestment income) as a percentage of the capital we are required to hold against such insured loans to satisfy the PMIERs.
|
|
|
(8)
|
MI Core Operations Expense Ratio is a
non-GAAP
measure used for compensation purposes that represents a percentage of certain MI expenses (as described below) to net premiums
earned on MI policies in 2016. For purposes of this measure, MI expenses are calculated as policy acquisition costs plus total MI other operating expenses (excluding expenses related to contract underwriting for third-parties, growth initiatives,
depreciation and certain estimated technology expenses) before corporate allocations.
|
|
|
(9)
|
Strategic priorities for our MI business included driving greater diversification in our customer base and expanding into
non-traditional
MI opportunities.
|
|
|
(10)
|
For compensation purposes, as used in connection with the 2016 STI analysis, EBITDA is measured based on our Services segment’s adjusted earnings, before interest, income taxes, depreciation and amortization
(“Services adjusted EBITDA”), a
non-GAAP
measure. Services adjusted EBITDA is calculated using Services adjusted pretax operating income, further adjusted to remove the impact of depreciation and
corporate allocations for interest and operating expenses. In addition, EBITDA Margin Percentage represents Services adjusted EBITDA divided by our Services segment’s total services revenue. For purposes of the compensation analysis, Services
adjusted EBITDA and total services revenue were determined without the impact of changes made in the fourth quarter of 2016 to align our segment reporting structure with changes in personnel reporting lines and management oversight related to
contract underwriting performed on behalf of third parties.
|
Compensation of Executive Officers and Directors
|
|
(11)
|
Services gross margin is measured as the Services segment’s total services revenue less cost of services divided by total services revenue. As discussed in footnote (10) above, both services revenue and cost
of services exclude the impact of the segment reporting change related to contract underwriting performed on behalf of third parties.
|
|
|
(12)
|
Strategic priorities for our Services business included further developing our technology-based product offerings and returning ValuAmerica, a recently acquired title agency and appraisal management company, to
profitability.
|
Compensation of Executive Officers and Directors
Shared Corporate Performance
(67% above target)
The Committee determined that the Company significantly exceeded expectations with respect to the Shared Corporate
goals, assigning a payout of 67% above target. In 2016,
adjusted pretax operating income*
grew to $541.8 million, increasing $30.9 million (6%) over 2015 and exceeding our 2016 target by $49 million (10%). The increased
profitability in 2016 reflects: (i) the Company’s large and growing mortgage insurance portfolio, which has been transformed so that legacy insured loans (originated prior to 2009 and including HARP refinancings) represent only 12% of the
total portfolio at year end 2016; (ii) a favorable MI product mix, which resulted in an acceleration of premiums upon the cancellation of single premium mortgage insurance policies in the high refinance environment; (iii) expense discipline in
our support services; and (iv) a faster deployment of our investment strategy, which created more investment income in 2017 than anticipated.
With respect to
capital management
, the Committee determined that performance was exceptional. In 2016, we
completed a series of capital actions that: (i) improved our diluted net income per share by 12% and our
book value per share
by 11% (from $12.07 to $13.39 per share); (ii) improved the debt maturity profile of Radian Group; and
(iii) enhanced our capital and liquidity positions. These actions included:
|
|
•
|
|
$100 million share repurchase and negotiated purchases of approximately $30 million and $322 million in principal amount of our 3% Convertible Notes due 2017 and 2.25% Convertible Notes due 2019,
respectively;
|
|
|
•
|
|
A first of its kind, MI single premium quota share reinsurance transaction (“Single Premium QSR”) that improved Radian Guaranty’s expected return on required capital and its capital position under the
PMIERs;
|
|
|
•
|
|
Redemption of a $325 million surplus note between Radian Guaranty and Radian Group, which immediately increased Radian Group’s liquidity by $325 million;
|
|
|
•
|
|
Early redemption of $196 million face value of our 9% Senior Notes due 2017; and
|
|
|
•
|
|
Issuance of $350 million aggregate principal amount of our 7% Senior Notes due 2021.
|
The combination of these actions in 2016 simplified and strengthened our capital structure and reduced our total number of diluted
shares outstanding by 23.3 million. During 2016, S&P and Moody’s increased Radian Guaranty’s ratings to investment grade and also upgraded the ratings of Radian Group.
With respect to
corporate expenses
, the Committee determined that we met expectations by keeping our
corporate expenses at our target of $54 million.
|
|
*
|
On a consolidated basis, adjusted pretax operating income is a
non-GAAP
financial measure. Please see pages 89 to 90 of our Annual Report on Form
10-K
for the year ended December 31, 2016 for a definition of adjusted pretax operating income, including a reconciliation of adjusted pretax operating income to the most comparable GAAP measure, pretax
income from continuing operations.
|
Compensation of Executive Officers and Directors
Mortgage Insurance Performance
(40% above target)
The Committee determined that the Company’s MI business significantly exceeded target expectations, assigning a
payout of 40% above target. Our MI business had a record year, writing $50.5 billion in
NIW
(22% higher than 2015), including the highest volume of flow NIW (
i.e.
, “loan by loan”) in the history of the Company.
This accomplishment was driven in part by our increase in
market share
in
2016. While falling slightly short of our target of 20%, we finished 2016 with the leading market share in the industry among eligible mortgage
insurers, having increased our share from 18.0% to 19.3% as of the end of 2015 and 2016, respectively. Only two other mortgage insurers increased their share in 2016. Our market share gains largely were driven by our strategic efforts to increase
share with credit unions, improve our underwriting turn times, and develop opportunities with new customers. These achievements occurred in the context of a significant overall reduction in MI expenses in 2016. The
MI core operations expense
ratio
of 15.6% was 14.3% below the 2016 plan of 18.2%, a primary result of the favorable impact of the Single Premium QSR and our renewed focus on expense discipline.
Our achievements in market share and NIW volumes were not produced at the expense of credit quality. Our
projected
return on PMIERs capital
of 13.6% for 2016 was squarely within our target range, representing a continuation of historically strong credit trends in our NIW as well as the positive impact of the Single Premium QSR transaction referenced
above.
In addition to exceeding expectations for core performance, the MI business made
significant progress positioning the Company for future success. The MI business met expectations in
customer growth
, adding 108 new customers (with 196 branches) in 2016, which contributed $800 million in NIW in 2016 alone. With
respect to
long-term strategic priorities
, our MI business expanded its share of credit union business, made progress in expanding our offerings outside of traditional MI, including by participating in the GSEs’ pilot credit risk
transfer programs and by positioning our licensed entities to participate in a broader array of mortgage risk transfer opportunities in the future.
Compensation of Executive Officers and Directors
|
|
|
Services Performance
(48% below target)
The Committee determined that our Services business significantly underperformed target expectations, assigning a payout of 48% below target. Actual
performance relative to the compensation performance targets for
Services adjusted
EBITDA, Gross Margin Percentage
and
EBITDA Margin Percentage
for the Services business in 2016 were all significantly below
target, primarily due to: (i) the continued lack of any meaningful
non-GSE
or “private label” secondary mortgage market, which historically has represented a significant portion of
Services’ total revenues; (ii) a decline in the pace of home purchases by institutional investors and a substantial slowdown in the securitizations of single family rental properties; (iii) industry-wide complications with the
implementation of new mortgage regulations, which lengthened the amount of time required for loan reviews and negatively impacted our margins; and (iv) a slowdown in the volume of real estate management activities as the inventory of managed
properties continues to diminish over time.
Despite the operating
underperformance in 2016 due to the challenging market factors discussed above, we remain optimistic about the future of the Services business. The fourth quarter of 2016 represented the highest quarterly revenue from the Services business since our
acquisition of the business in 2014. Further, margins in our due diligence business improved throughout 2016 as the complications from implementation of the new mortgage regulations have eased, and we have begun to see an increase in the volume of
securitizations of single family rental properties that we expect to benefit our real estate valuation and component services businesses.
On an additional positive note, the Services’ business exceeded expectations in
customer growth
, growing its customers by 32%, and
made significant progress with respect to
strategic priorities
, including returning ValuAmerica, its newly acquired title agency and appraisal management company, to profitability and developing new products and services for its
transaction management and other businesses.
|
The following table sets forth, for each NEO: (i) the maximum amount that could have been awarded under the STI/MTI Plan for 2016
short-term performance (column a); (ii) the NEO’s target 2016 STI award (column b); (iii) the total amount actually awarded to the NEO based on 2016 short-term performance (column c); (iv) the total amount paid as a bonus to the
NEO for 2016 STI (50% of amount awarded) (column d); and (v) the NEO’s 2016 MTI target (the remaining 50% of amount awarded) (column e):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
(a)
2016
Maximum STI Award
|
|
|
(b)
2016
Target STI Award
|
|
|
(c)
2016
Total Amount
Awarded
($ and % of Target)
|
|
|
(d)
2016
STI Amount Paid
|
|
|
(e)
2016
MTI Target
|
|
|
Sanford A. Ibrahim
|
|
$
|
3,325,000
|
|
|
$
|
1,662,500
|
|
|
$
|
2,500,000
|
|
|
$
|
1,250,000
|
|
|
$
|
1,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150%
|
|
|
|
|
|
|
|
|
|
|
J. Franklin Hall
|
|
|
800,000
|
|
|
|
400,000
|
|
|
|
550,000
|
|
|
|
275,000
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138%
|
|
|
|
|
|
|
|
|
|
|
Teresa Bryce Bazemore
|
|
|
1,650,000
|
|
|
|
825,000
|
|
|
|
1,250,000
|
|
|
|
625,000
|
|
|
|
625,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152%
|
|
|
|
|
|
|
|
|
|
|
Derek V. Brummer
|
|
|
913,000
|
|
|
|
456,500
|
|
|
|
675,000
|
|
|
|
337,500
|
|
|
|
337,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148%
|
|
|
|
|
|
|
|
|
|
|
Edward J. Hoffman
|
|
|
880,000
|
|
|
|
440,000
|
|
|
|
675,000
|
|
|
|
337,500
|
|
|
|
337,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153%
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The independent directors believe that the CEO’s performance largely is reflected by the Company’s overall
performance against the STI metrics. As a result, the independent directors determined that Mr. Ibrahim had
|
Compensation of Executive Officers and Directors
|
|
an exceptional performance year with respect to: (a) the Company’s financial performance and execution of our capital plan; (b) the record performance of our mortgage insurance
business with respect to flow NIW and in driving market share growth; and (c) positioning both our MI and Services businesses for future success in line with our strategic plan. Further, the Committee recognized Mr. Ibrahim’s efforts
with respect to succession planning, and, in particular, his support of the CEO succession process.
|
|
(2)
|
In assessing Mr. Hall’s performance, the Committee noted that he had achieved a number of critical objectives that contributed to our success in 2016, including: (a) successfully executed a capital plan
that significantly improved our diluted net income per share and our book value per share, improved the debt maturity profile of our holding company and enhanced our capital and liquidity positions; (b) imposed a disciplined approach to expense
management that improved our operating performance; and (c) led the development of a strategic plan focused on growing and diversifying our core businesses, improving our overall operational excellence, and integrating our products and
processes to increase efficiency and enhance the customer experience.
|
|
(3)
|
The Committee evaluated Ms. Bazemore’s performance primarily in light of the performance of our mortgage insurance business, as discussed above. As a result, the Committee determined that Ms. Bazemore
significantly exceeded expectations in driving the core MI operating performance (
i.e.
, NIW and expense management) and in positioning the MI business for future success by growing customers and expanding our offerings outside of traditional
MI. In evaluating Ms. Bazemore’s performance, the Committee specifically noted her achievements in driving an increase in the Company’s MI market share while maintaining credit quality and achieving targeted returns despite a highly
competitive pricing environment.
|
|
(4)
|
In assessing Mr. Brummer’s performance, the Committee noted his exceptional performance in: (a) preserving our projected returns on PMIERs capital despite a challenging pricing environment;
(b) leading our execution of the Single Premium QSR transaction that improved Radian Guaranty’s expected return on required capital and its capital position under the PMIERs; (c) advancing our strategic objective of expanding our
offerings outside of traditional MI, including through participation in the GSEs’ pilot credit risk transfer programs; and (d) the further development of our data analytics to support our core expertise in mortgage risk.
|
|
(5)
|
In assessing Mr. Hoffman’s performance, the Committee recognized Mr. Hoffman’s exceptional efforts in supporting the Company’s CEO succession planning process, including his management of the
legal, governance and human resources aspects of this transition in leadership. In addition, the Committee determined that Mr. Hoffman had further contributed to our success in 2016 by: (a) overseeing the legal execution of the
Company’s capital plan; (b) successfully managing various litigation and regulatory matters; and (c) centralizing and enhancing the Company’s regulatory compliance program in support of the Company’s strategic objectives.
|
2015 M
EDIUM
-T
ERM
I
NCENTIVE
A
NALYSIS
Pursuant to our STI/MTI Plan, the 2015 MTI target awards were established in March 2016 at the time that the 2015 STI awards were paid to the NEOs. Performance under the
2015 MTI award was based on the credit performance of the mortgage insurance written in 2015, as measured by the Company’s default rate and projected profitability, in both cases based on performance through the end of 2016. We believe that the
default rate for the first two years of an insured portfolio is an important and early indicator of that portfolio’s current and future projected credit performance and ultimate profitability. We supplement our evaluation of credit performance
by also reviewing the early-default experience (the “EDE” rate) for a particular book of business as further discussed below.
The Committee does not
directly correlate payments under MTI awards with specific performance metrics, primarily because of the significant number of variables that affect both the credit performance and profitability of
Compensation of Executive Officers and Directors
NIW, many of which are outside of management’s control. The Committee does, however, use business targets established by management in the ordinary course of business as a point of reference
in assessing the strength of a particular NIW vintage, primarily by evaluating the actual
two-year
default rates (supplemented with EDE rates) and the projected return on equity of such vintage after two years
in light of the business targets.
The
two-year
default rate for the 2015 portfolio was 0.64%, a very favorable rate compared
to historical rates for our mortgage insurance business. As demonstrated in the following chart, with respect to credit default rate, the 2015 portfolio is similar to the post-financial crisis 2009 through 2014 portfolios and is significantly better
than the
pre-crisis
2001 through 2004 portfolios at the same point of development.
Compensation of Executive Officers and Directors
We have found early default experience, or EDE, which we define as the frequency of defaults occurring during the first
six months following loan origination, to be a strong indicator of the underwriting quality of an insured portfolio. As demonstrated in the following chart, the performance of the 2015 portfolio of flow
(loan-by-loan)
insurance is consistent with the recent trend of extremely low EDE rates (well below historical experience), indicating that the underwriting quality for this book of business is very strong.
In addition to credit performance, the Committee evaluates the projected profitability of an insured portfolio to assess its overall
strength of performance and potential value creation. As demonstrated in the following table, as of December 31, 2016, the 2015 portfolio yielded a loss ratio of 4.8%, generally in line with the 2009 through 2014 portfolio average of 4.3%,
despite modest pricing reductions in recent years. As a result, similar to our other post-crisis vintages, the 2015 insured portfolio is expected to produce strong profitability.
To date, the credit performance of the 2015 insured portfolio has been stronger than originally anticipated, with the total unlevered
return estimate for this portfolio (
i.e.
,
after-tax
underwriting returns plus projected investment income) as of December 31, 2016 falling within our targeted return range and having increased from
our initial expectation. This has translated to better than anticipated projected profitability for the portfolio, with the projected lifetime
after-tax
net income for the 2015 portfolio now higher than our
original estimates.
Cumulative Incurred Loss Ratios Vintage Dec-09 Dec-l0 Dec-11 Dec-12 Dec-13 Dec-14
Dec-15 Dec-16 2009 6.1% 7.0% 13.7% 17.4% 19.0% 18.3% 17.6% 17.6% 2010 1.2% 3.3% 6.5% 7.7% 7.5% 7.2% 7.2% 2011 1.7% 4.4% 5.5% 5.6% 5.0% 4.9% 2012 2.0% 3.2% 3.6% 2.7% 2. 9% 2013 2.5% 4.0% 3.4% 3.7% 2014 2.7% 4.1% 4.9% 2015 2.1% 4.8% 2016 2.9%
Compensation of Executive Officers and Directors
In light of the strong credit performance and better than projected profitability of our 2015 portfolio of flow insurance,
this portfolio is expected to generate significant economic value for the Company. As a result, the Committee awarded the maximum payout of 125% of target for the 2015 MTI awards. These amounts are included in the
“Non-Equity
Incentive Plan Compensation” column of our 2016 Summary Compensation Table, and the following table illustrates for each NEO the target award amount and the amount awarded under the 2015
MTI award.
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
2015 MTI Target
|
|
|
Approved Payout
at 125%
|
|
|
Sanford A. Ibrahim
|
|
$
|
750,000
|
|
|
$
|
937,500
|
|
|
J. Franklin Hall
|
|
$
|
170,000
|
|
|
$
|
212,500
|
|
|
Teresa Bryce Bazemore
|
|
$
|
322,500
|
|
|
$
|
403,125
|
|
|
Derek V. Brummer
|
|
$
|
217,500
|
|
|
$
|
271,875
|
|
|
Edward J. Hoffman
|
|
$
|
200,000
|
|
|
$
|
250,000
|
|
|
C.
|
Long-Term Incentive Program
|
The contributions of the NEOs
to the creation of stockholder value are primarily recognized through our LTI program. This program consists of a series of annual grants with overlapping performance and vesting periods and varying performance metrics. As a result, in any given
period, the NEOs are motivated to perform based on their:
|
|
•
|
|
Outstanding Performance-Based Options, which are designed to motivate the NEOs to drive performance that will lead to stock price growth and wealth creation for our stockholders; and
|
|
|
•
|
|
Performance-Based RSUs, which focus the NEOs on outperforming our primary industry competitors as well as other financial services companies and meaningfully growing our book value.
|
In addition to our annual LTI program, on limited occasions, the Committee may recognize extraordinary efforts by our NEOs by granting them equity awards that may
supplement amounts they receive under our STI/MTI Plan. Please See “LTI Awards Granted in 2016—Special Recognition Awards” below.
LTI Awards Granted in 2016
Each year, in designing the annual LTI awards for the NEOs, the Committee reviews and assesses the type of awards that would best complement our existing LTI program to
enhance long-term stockholder value. In addition, the Committee considers, among other things: (1) whether the awards would effectively motivate the NEOs to achieve rigorous, performance-based objectives; (2) whether the awards will remain
motivational and retentive through various economic cycles; (3) the potential financial, accounting and tax impact of the awards; (4) whether the award objectives will be clear to the NEOs, stockholders and other constituencies;
(5) the potential impact of the awards on risk behavior; and (6) as discussed above, input from our stockholders with respect to the form and performance metrics for our awards.
For the 2016 annual LTI award, the Committee granted performance-based equity awards, consisting of stock-settled Performance-Based RSUs and Performance-Based
Options. For each of the NEOs, the Performance-Based RSUs and Performance-Based Options represented approximately 75% and 25%, respectively, of the total value of his/her 2016 LTI award.
In 2016, Mr. Ibrahim was granted a larger LTI award than in prior years in recognition of (i) his exceptional 11 years of service to the Company and to align
his future realization of pay with the results that will be based, in part, on the actions he took as CEO; and (ii) his ongoing commitment to leading the Company while the board of directors undertook a deliberative and thoughtful CEO search.
2016 Performance-Based RSU Awards.
The Performance-Based RSU awards generally vest on May 11, 2019, upon the conclusion of a three-year performance period. Fifty percent of each NEO’s target
award (the “TSR RSU Target”) will vest based on Radian’s relative TSR compared to a designated peer group over a three-year performance period (referred to as the “TSR Component” of the award). The other 50% of the
NEO’s target award (the “BV RSU Target”) will vest based on growth in the Company’s “LTI Book Value per Share” (as defined below) over a three-year performance period. Each
Compensation of Executive Officers and Directors
vested Performance Based RSU will be payable in one share of the Company’s common stock. In addition, the 2016 Performance-Based RSUs are subject to a
one-year,
post-vesting share retention period, such that the vested Performance-Based RSUs will not be convertible into shares (other than shares withheld to pay taxes due at vesting) until the
one-year
anniversary following the vesting date of the Performance Based RSUs. The post-vesting share retention period, however, will not apply in certain limited circumstances, such as the NEO’s death or
disability.
TSR Component.
On the vesting date, each NEO will be entitled to receive a number of shares of the Company’s common stock (from 0 to
200% of his/her TSR RSU Target) based on the Company’s relative TSR over a three-year performance period as compared to a designated peer group, subject to a maximum cap of 6 times the value of his/her TSR RSU Target award on the grant date.
The Company’s absolute TSR will be determined based on the change in market value of the Company’s common stock during the performance period, as measured
by comparing (x) the average closing price of the Company’s common stock on the NYSE for the 20 consecutive trading days preceding and including May 11, 2016 and (y) the average closing price for the 20 consecutive trading days
preceding and including the last day of the performance period (May 11, 2019). TSR includes dividends paid during the performance period, as though they were reinvested in shares of the Company’s common stock. The Company’s relative
TSR will be measured against the median TSR of a designated peer group comprising the 12 peer companies selected by the Committee to benchmark compensation for the named executive officers’ 2016 compensation, plus CoreLogic, Inc. and EverBank
Financial Corp. (collectively, the “TSR Peer Group”).
The payout for the TSR Component of the award will be determined by comparing the Company’s
absolute TSR over the performance period against the median TSR of the TSR Peer Group (the “Median Peer Group TSR”). The starting point for the payout determination will be 100% of the NEO’s TSR RSU Target. For every 1% that the
Company’s absolute TSR exceeds the Median Peer Group TSR, the payout percentage
will increase by 2 percentage points above 100% of the TSR RSU Target. For every 1% that the Company’s absolute TSR is below the Median Peer Group TSR, the payout percentage will
decrease by 3 percentage points below 100% of the TSR RSU Target. If the Company’s absolute TSR is negative over the performance period, the payout for the TSR Component will be capped at 75% of the TSR RSU Target, even if the
Company’s absolute TSR exceeds the Median Peer Group TSR.
Book Value Component.
On the vesting date, each NEO will be entitled to receive a
number of shares of the Company’s common stock (from 0 to 200% of his/her BV RSU Target) based on the Company’s cumulative growth in LTI Book Value per Share over a three-year performance period (from March 31, 2016 through
March 31, 2019) compared to the following reference points:
|
|
|
|
|
LTI Book Value per Share
Growth
(1)
|
|
Payout Percentage
(% of BV RSU Target)
|
|
45%
|
|
200%
|
|
35%
|
|
150%
|
|
25%
|
|
100%
|
|
15%
|
|
50%
|
|
<5%
(2)
|
|
0%
|
|
|
(1)
|
If the Company’s growth in LTI Book Value per Share falls between two referenced percentages, the payout percentage will be interpolated.
|
|
|
(2)
|
If the Company’s growth in LTI Book Value per Share is less than 5%, the payout percentage will be 0.
|
The
Company’s “LTI Book Value per Share” is defined as: (A) Tangible Book Value (Total Stockholders’ Equity less Goodwill and Other Intangible Assets, net) adjusted to exclude: (1) accumulated other comprehensive income;
and (2) the impacts, if any, during the three-year performance period from: (i) repurchases or retirements of convertible bonds; (ii) merger and acquisition-related expenses; (iii) changes in goodwill and other intangible assets
related to acquisitions or dispositions; (iv) repurchases of common shares; and (v) declared dividends on common shares; divided by (B) basic shares outstanding, as adjusted to exclude the share impact, if any, related to any of the
items identified in (A) above, each applied on a consistent basis.
Compensation of Executive Officers and Directors
The Performance Based RSU awards provide for “double trigger” vesting in the event of a change of control. In
the event of a change of control of the Company, the Performance Based RSUs will become payable at target upon the vesting of the awards on May 11, 2019, provided that the NEO remains employed by the Company through that date. However, if an
NEO is terminated by the Company without “cause,” or the NEO terminates employment for “good reason,” in each case within 90 days before or one year after a change of control, the Performance Based RSUs will become fully vested
and payable at target upon that termination (or the date of the change of control, if later).
If the NEO retires before the end of the three-year performance
period, the award will remain outstanding and will vest at the end of the performance period to the extent that the performance criteria have been satisfied (or will vest at the target level in the event of a change of control) and generally will
become payable subject to the
one-year
holding period discussed above. Additionally, the Performance Based RSUs will become fully vested and payable at target in the event of an NEO’s death or disability.
2016 Performance Based Option Awards.
Each Performance Based Option has a per share exercise price of $12.16 (the closing price of the Company’s common stock on the NYSE on the date of grant), and a
ten-year
term, with 50% of the award vesting on or after the third anniversary of the grant date (May 11, 2019) and the remaining 50% of the award vesting on or after the fourth anniversary of the grant date (May
11, 2020); provided, however, that the Performance Based Options will vest only if the closing price of the Company’s common stock on the NYSE exceeds $15.20 (125% of the Performance Based Option exercise price) for ten consecutive trading days
ending on or after the third anniversary of the grant date (the “Stock Price Vesting Hurdle”).
The Performance Based Options provide for “double
trigger” vesting in the event of a change of control. Except as provided below, upon a change of control, the Performance Based Options will continue to vest 50% on the third and fourth anniversaries of the grant date, regardless of whether the
Stock Price Vesting Hurdle has been satisfied, as long as the NEO
remains employed by the Company through that date. However, if an NEO’s employment is terminated by the Company without “cause,” or the NEO terminates employment for “good
reason,” in each case within 90 days before or one year after a change of control, the Performance Based Options will become fully vested and exercisable upon that termination (or the date of the change of control, if later).
Other than with respect to Mr. Ibrahim (as described below), the Performance Based Options will become fully vested and exercisable in the event of an NEO’s
death, disability or retirement. Pursuant to the terms of Mr. Ibrahim’s award, following his retirement in March 2017, his Performance Based Options will remain outstanding and become exercisable in accordance with the three- and four-year
vesting schedule and the Stock Price Vesting Hurdle for such Performance Based Options, or as provided above in the event of a change of control.
Both the
Performance Based RSUs and the Performance Based Options include a provision that prohibits an NEO from competing with the Company and from soliciting the Company’s employees or customers for a period of twelve (12) months following
termination of the NEO’s employment for any reason.
Equity awards are not coordinated with the release of material nonpublic information. The Committee does
not take the release of such information into account as an element of when to make grants.
Special Recognition Awards
In February 2016, in evaluating the 2015 performance of Messrs. Hoffman and Brummer, the Committee granted 15,000 time-based RSUs to each of them to recognize their
extraordinary efforts in successfully completing the sale of the Company’s financial guaranty business on April 1, 2015.
Stock
Ownership
Consistent with our compensation philosophy, we believe that senior management, including the NEOs, should have a significant equity investment
in the Company to further align their interests and actions with the interests of our stockholders and to further focus the NEOs on sustained performance.
Under our
stock ownership guidelines, within three years of being designated an executive officer, the
Compensation of Executive Officers and Directors
NEOs are required to hold shares with a minimum aggregate market value equal to those shown in the following table:
|
|
|
|
|
Officer
|
|
Ownership
Guidelines
|
|
Mr. Ibrahim
|
|
7 times salary
|
|
Mr. Hall
|
|
3 times salary
|
|
Ms. Bazemore
|
|
4 times salary
|
|
Mr. Brummer
|
|
3 times salary
|
|
Mr. Hoffman
|
|
2.5 times salary
|
As of December 31, 2016, each of our NEOs was in compliance with our stock ownership guidelines. An NEO’s failure to comply
with the guidelines will be considered by the Committee in determining subsequent equity compensation awards to such NEO, including potentially reducing or eliminating future equity awards and making awards otherwise paid in cash, such as STI
awards, payable in stock and subject to these guidelines. Willful or intentional violations may also be considered “cause” for purposes of termination from employment.
V.
Other Compensation
In addition to the primary components of their compensation, the NEOs receive additional compensation through their participation in our benefit plans as well as, to a
very limited extent, through perquisites.
|
A.
|
Retirement Compensation
|
We are committed to providing all
of the Company’s employees with competitive benefits that make sense for their financial security.
Savings Incentive Plan
The Radian Group Inc. Savings Incentive Plan (the “Savings Plan”) serves as a retirement vehicle for the NEOs and other employees. The Savings Plan, among
other things, provides for quarterly matching contributions by Radian equal to 100% of employee contributions (up to 4.5% of eligible pay for 2016). Each of the NEOs participated in the Savings Plan in 2016.
Benefit Restoration Plan
We maintain the Radian Group
Inc. Benefit Restoration Plan (“BRP”) to provide additional retirement benefits to our employees who are eligible
to participate in the Savings Plan and whose benefits under the Savings Plan are limited by applicable IRS limits on eligible compensation. See “Nonqualified Deferred Compensation”
below. We believe the BRP is an appropriate plan for employees and stockholders for the following reasons:
|
|
•
|
|
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 ($265,000 for 2016) are eligible to
participate in the BRP in the same year in which they exceed the IRS limit. The Company makes annual contributions to each participant’s account based on eligible compensation;
|
|
|
•
|
|
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.
|
We maintain a voluntary deferred
compensation plan for the Company’s executive officers. The deferred compensation plan allows executive officers to defer (or if amounts were previously deferred, to
re-defer
subject to certain
limitations) all or a portion of cash received under their STI/MTI awards and the cash or shares associated with the vesting of RSUs. Deferring compensation allows executive officers to earn a rate of return on the deferred amounts that is
calculated under different options available to participating executive officers. The deferred compensation program complies with the requirements of applicable IRS regulations. See “Nonqualified Deferred Compensation” below.
In the ordinary course, perquisites generally
represent an immaterial component of our NEOs’ compensation. In 2016, Mr. Ibrahim received no perquisites, and the perquisites for each of our other NEOs represented less than 1% of his or her total salary.
Compensation of Executive Officers and Directors
VI.
Severance Agreements
The Committee believes that maintaining severance arrangements is a necessary means for recruiting, motivating and retaining executive officers in the competitive
industries in which we participate. Having previously experienced the dislocation caused by a proposed merger, and given the recent change in our CEO, we want the NEOs’ sole focus to be on our business and the interests of our stockholders.
Further, we believe it is important to be transparent with respect to amounts that the NEOs could receive in the event of their termination. We believe our existing termination agreements, including the benefits provided, are consistent with, and in
some cases more conservative than, current market practice.
The Committee regularly evaluates the ongoing need for severance agreements for the NEOs. We have
designed and implemented a termination pay strategy for the Company with the primary purposes of:
|
|
•
|
|
Responsibly tailoring termination payment levels based on current market standards;
|
|
|
•
|
|
Providing clarity regarding future potential severance payments to the NEOs;
|
|
|
•
|
|
Applying a consistent approach to severance among the Company’s executive officers;
|
|
|
•
|
|
Imposing certain restrictive covenants that are important to the Company; and
|
|
|
•
|
|
Avoiding excessive payouts on an executive officer’s termination in connection with a change of control of the Company.
|
Consistent with this objective, we have put in place for each of the NEOs a consistent and reasonable approach to severance. In general, our current agreements provide
the covered executive with between one and two times the sum of his or her base salary and target incentive award under our STI/MTI Plan as well as a
pro-rated
target STI/MTI incentive award for the year of
termination. Under these agreements, there is no accelerated or enhanced payment in the event of a change of control, no accelerated vesting of equity awards and no
gross-up
for taxes.
See “Potential Payments upon Termination of Employment or Change of Control” below for a detailed discussion,
including a quantification of, potential payments to the NEOs in connection with a termination event.
VII.
Compliance with Internal Revenue
Code Section 162(m)
Section 162(m) of the Code limits the deductibility of compensation over $1 million paid to a company’s chief executive officer and three next most highly
compensated executive officers (other than the chief financial officer). To qualify for deductibility under Section 162(m), compensation in excess of $1 million per year paid to each of these executive officers generally must be
“performance-based” compensation as determined under Section 162(m). In general, to be performance-based compensation, the material terms of the performance goals under which the compensation is to be paid must have been disclosed to
and approved by our stockholders before the compensation is paid. To the extent determinable and as one of the factors in its consideration of compensation matters, the Committee considers the anticipated tax treatment to the Company and to the
executive officers of various payments and benefits. The Committee may decide to provide
non-deductible
compensation if it determines that such action is in our best interests and those of our stockholders.
VIII.
Anti-Hedging, Clawbacks and
Pledging of Securities
In 2015,
our board of directors amended our Code of Conduct and Ethics to specifically prohibit our employees and directors from engaging in all forms of speculative transactions in Radian securities.
In 2014, the Board approved a clawback policy that: (1) requires the Committee to seek recoupment of incentive compensation in the event of a material restatement
of the Company’s financial results; and (2) authorizes the Committee, in its discretion, to seek recoupment in the event of a determination that the level of achievement of an objectively quantifiable financial performance measure or goal
was materially overstated. The clawback policy applies to the Company’s executive officers under Section 16 of the Securities Exchange Act of 1934, as amended (including the NEOs) and any other officer who
Compensation of Executive Officers and Directors
engaged in fraud or other misconduct in connection with a restatement or overstatement. The clawback policy covers all incentive compensation paid to an officer during the three-year period
preceding the restatement or overstatement. Currently, none of our directors or NEOs has pledged any shares of the Company’s common stock as collateral for any loan or other borrowing.
Compensation and Human Resources Committee Report
The Compensation and Human Resources Committee of our board of directors has reviewed the “Compensation Discussion and Analysis” section included above and
discussed that analysis with our management. Based on its review and discussions with management, the Committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and
incorporated into our Annual Report on Form
10-K
for the year ended December 31, 2016. This report is provided by the following independent directors, who constitute the Committee:
Members of the Compensation and
Human
Resources Committee
Stephen T. Hopkins (Chair)
Howard B. Culang
Lisa W. Hess
Gaetano Muzio
Director Compensation
The Committee annually reviews and determines the form and amount of our director compensation and recommends changes to the board when it deems appropriate. In
evaluating director compensation, the Committee is guided by the following principles: (1) compensation should be made in proportion to the amount of work required of directors in companies of a comparable size and/or complexity to that of the
Company, and in light of the current business environment; (2) directors’ interests should be aligned with the long-term interests of our stockholders; (3) the structure of the compensation should be transparent so that it can be
easily understood by our stockholders; and (4) compensation should be consistent with director independence.
Directors that are employed by us do not receive
additional compensation for serving as a director.
Cash Compensation
All of our
non-employee
directors other than Mr. Wender receive an annual fee for their services of $32,500. Mr. Wender
receives an annual fee of $150,000 for serving as
non-executive
Chairman, and the chairpersons of the following committees are paid the following additional annual fees:
|
|
•
|
|
Audit Committee – $25,000
|
|
|
•
|
|
Compensation and Human Resources Committee – $15,000
|
|
|
•
|
|
Credit Committee – $25,000
|
|
|
•
|
|
Governance Committee – $10,000
|
|
|
•
|
|
Finance and Investment Committee – $10,000
|
Each
non-employee
director also
receives a $2,000 fee for each board meeting attended and for attendance at each meeting of a committee on which he or she serves. All annual fees are paid quarterly in advance, and all meeting fees are paid quarterly in arrears. The fees set forth
in the 2016 Director Compensation table below represent amounts paid to our directors in 2016.
As described below in “Nonqualified Deferred Compensation,”
we maintain a voluntary deferred compensation plan for our
non-employee
directors. The voluntary deferred compensation plan allows
non-employee
directors to defer (or if
amounts were previously deferred, to
re-defer
subject to certain limitations) receipt of all or a portion of their cash compensation and equity awards and earn a selected rate of return on such amounts. Our
non-employee
directors are not entitled to participate in our retirement plans.
Equity Compensation
Each of our
non-employee
directors is entitled to an annual equity award with a grant date fair market value of
$115,000. In addition, Mr. Wender also is entitled to an additional annual equity award with a grant date fair market value of $100,000 for serving as
non-executive
Chairman. We provide annual equity
awards to our
non-employee
directors to compensate them for services rendered as well as to further align their long-term interests with those of our stockholders.
Compensation of Executive Officers and Directors
Each year, the Committee considers and recommends to our
non-employee
directors
the form of annual equity awards to be granted to our
non-employee
directors. The form of annual equity awards may include any equity instrument that is available for issuance to
non-employee
directors under the Radian Group Inc. 2014 Equity Compensation Plan (the “2014 Equity Plan”). The awards may be settled in cash or in shares of the Company’s common stock, as
recommended by the Committee and approved by the
non-employee
directors. The terms of the awards (
e.g.,
vesting, change of control, retirement) are approved by the
non-employee
directors, following a recommendation by the Committee.
Since 2009, our
non-employee
directors have received their annual equity awards in the form of time-vested RSUs. Unless the Committee determines otherwise (before the beginning of the year for which equity awards are earned),
we anticipate that future equity awards will continue to be granted in the form of time-vested RSUs, that are payable upon a
non-employee
director’s separation from service.
Our board of directors views equity ownership in Radian as an important means of aligning directors’ and stockholders’ interests, and it has adopted stock
ownership guidelines for the Company’s
non-employee
directors. In 2014, the Committee adopted a heightened standard for our stock ownership guidelines, moving from a general ownership
expectation
to a specific ownership
requirement
. In addition, in 2014, the board established a separate and significantly higher ownership threshold for the
non-executive
Chairman. Under these requirements, the
non-executive
Chairman is required to hold a minimum direct investment equal to ten times the amount of his annual fee for serving as
non-executive
Chairman ($1,500,000 for
2016), and the other
non-employee
directors are each required to hold a minimum direct investment in Radian equal to a market value of at least $350,000. Unless a director holds more than the applicable
threshold market value, that director is not permitted to sell shares or other holdings of the
Company that he or she owns, subject to certain limited exceptions. Each of our
non-employee
directors satisfied our stock ownership requirements as of
December 31, 2016.
The directors’ RSUs vest in their entirety three years from the date of grant or earlier upon the director’s retirement, death or
disability. Messrs. Wender, Carney, Culang, Hopkins and Spiegel currently are eligible for retirement. In addition, vesting also may be accelerated under certain circumstances if the
non-employee
director has
a separation from service following a change of control.
Upon the conversion date of the RSUs (generally defined as a director’s termination of service with
us), our
non-employee
directors will be entitled to the equivalent number of shares of common stock awarded on the date of grant. The RSUs do not entitle our
non-employee
directors to voting or dividend rights.
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. Directors who leave the board other than for cause
(including in the event of retirement, death or disability) are entitled to a
pro-rated
cash award for the period of time served since the Company’s last annual meeting of stockholders. This award will be
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 to
non-employee
directors (currently $115,000). In addition, Mr. Wender is entitled to a similar
pro-ration
with respect to his annual equity award for serving as
non-executive
Chairman (currently $215,000).
In addition to the amounts reported above, we also pay for or reimburse directors for travel expenses related to attending board,
committee or other company business meetings and approved educational seminars.
Compensation of Executive Officers and Directors
The following table provides information about compensation paid to each of our
non-employee
directors in 2016.
2016 D
IRECTOR
C
OMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees
or Paid
in Cash
($)
|
|
|
Stock
Awards(1)
($)
|
|
|
Change to
Non-qualified
Deferred
Compensation
Earnings(2)
($)
|
|
|
Total
($)
|
|
|
|
|
|
Herbert Wender
|
|
|
270,000
|
(3)
|
|
|
215,000
|
|
|
|
—
|
|
|
|
485,000
|
|
|
|
|
|
|
David C. Carney
|
|
|
129,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
244,500
|
|
|
|
|
|
|
Howard B. Culang
|
|
|
115,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
230,500
|
|
|
|
|
|
|
Lisa W. Hess
|
|
|
106,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
221,500
|
|
|
|
|
|
|
Stephen T. Hopkins
|
|
|
129,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
244,500
|
|
|
|
|
|
|
Brian D. Montgomery
|
|
|
64,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
179,500
|
|
|
|
|
|
|
Gaetano Muzio
|
|
|
102,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
217,500
|
|
|
|
|
|
|
Gregory V. Serio
|
|
|
124,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
239,500
|
|
|
|
|
|
|
Noel J. Spiegel
|
|
|
104,500
|
|
|
|
115,000
|
|
|
|
—
|
|
|
|
219,500
|
|
|
|
|
|
|
(1)
|
Represents the grant date fair value of awards computed in accordance with the accounting standard regarding share-based compensation payments. Each
non-employee
director who was
elected at our 2016 annual meeting of stockholders was awarded 9,458 RSUs on May 11, 2016, with a grant date fair value of $115,000. In addition, Mr. Wender received an additional award of 8,224 RSUs with a grant date fair value of
$100,000 for his services as
non-executive
Chairman. The grant date fair value of RSUs is the closing price of our common stock on the NYSE as of the grant date ($12.16 on May 11, 2016). As of
December 31, 2016, each
non-employee
director held the following number of shares of phantom stock and RSUs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Shares of
Phantom Stock*
(#)
|
|
|
Restricted
Stock Units
(#)
|
|
|
|
|
|
Mr. Wender
|
|
|
57,398
|
|
|
|
285,947
|
|
|
|
|
|
|
Mr. Carney
|
|
|
59,491
|
|
|
|
152,949
|
|
|
|
|
|
|
Mr. Culang
|
|
|
58,657
|
|
|
|
152,949
|
|
|
|
|
|
|
Ms. Hess
|
|
|
—
|
|
|
|
99,003
|
|
|
|
|
|
|
Mr. Hopkins
|
|
|
58,657
|
|
|
|
152,949
|
|
|
|
|
|
|
Mr. Montgomery
|
|
|
—
|
|
|
|
78,207
|
|
|
|
|
|
|
Mr. Muzio
|
|
|
—
|
|
|
|
78,207
|
|
|
|
|
|
|
Mr. Serio
|
|
|
—
|
|
|
|
78,207
|
|
|
|
|
|
|
Mr. Spiegel
|
|
|
—
|
|
|
|
99,003
|
|
|
|
|
|
|
|
*
|
Includes dividend equivalents to be issued upon conversion of the phantom shares.
|
|
(2)
|
We do not pay above-market or preferential interest or earnings on amounts deferred under our voluntary deferred compensation plan for our
non-employee
directors.
|
|
(3)
|
Mr. Wender deferred 100% of his cash compensation earned in 2016 pursuant to the voluntary deferred compensation plan for our
non-employee
directors.
|
Compensation of Executive Officers and Directors
Executive Compensation
The following table describes our compensatory and other arrangements with: (1) Mr. Ibrahim, our principal executive officer during 2016 and through
March 5, 2017; (2) Mr. Hall, our principal financial officer; and (3) Ms. Bazemore and Messrs. Brummer and Hoffman, our three most highly compensated executive officers (other than our principal executive officer and
principal financial officer) serving as executive officers at December 31, 2016:
2016 S
UMMARY
C
OMPENSATION
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($) (1)
|
|
|
Stock
Awards
($) (2)
|
|
|
Option
Awards
($) (2)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($) (3)
|
|
|
All Other
Compensation
($) (4)
|
|
|
Total
($)
|
|
|
Sanford A. Ibrahim
|
|
Chief Executive Officer
|
|
|
2016
|
|
|
|
950,000
|
|
|
|
1,250,000
|
|
|
|
3,112,574
|
|
|
|
1,037,562
|
|
|
|
937,500
|
|
|
|
77,547
|
|
|
|
7,365,183
|
|
|
|
|
(Principal Executive Officer)
|
|
|
2015
|
|
|
|
950,000
|
|
|
|
750,000
|
|
|
|
2,128,068
|
|
|
|
705,721
|
|
|
|
1,437,500
|
|
|
|
94,248
|
|
|
|
6,065,537
|
|
|
|
|
|
|
|
2014
|
|
|
|
900,000
|
|
|
|
1,150,000
|
|
|
|
2,362,635
|
|
|
|
787,553
|
|
|
|
2,053,125
|
|
|
|
110,724
|
|
|
|
7,364,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Franklin Hall
|
|
Executive V.P.,
|
|
|
2016
|
|
|
|
400,000
|
|
|
|
275,000
|
|
|
|
375,028
|
|
|
|
125,000
|
|
|
|
212,500
|
|
|
|
23,309
|
|
|
|
1,410,837
|
|
|
|
|
Chief Financial Officer
|
|
|
2015
|
|
|
|
400,000
|
|
|
|
170,000
|
|
|
|
337,822
|
|
|
|
112,117
|
|
|
|
0
|
|
|
|
99,639
|
|
|
|
1,119,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Bryce Bazemore
|
|
President, Radian Guaranty
|
|
|
2016
|
|
|
|
550,000
|
|
|
|
625,000
|
|
|
|
750,055
|
|
|
|
250,001
|
|
|
|
403,125
|
|
|
|
52,677
|
|
|
|
2,630,858
|
|
|
|
|
|
|
2015
|
|
|
|
550,000
|
|
|
|
322,500
|
|
|
|
675,645
|
|
|
|
224,087
|
|
|
|
625,000
|
|
|
|
50,181
|
|
|
|
2,447,413
|
|
|
|
|
|
|
|
2014
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
750,074
|
|
|
|
250,119
|
|
|
|
1,029,688
|
|
|
|
53,571
|
|
|
|
3,083,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derek V. Brummer
|
|
Executive V.P.,
|
|
|
2016
|
|
|
|
415,000
|
|
|
|
337,500
|
|
|
|
591,073
|
|
|
|
143,828
|
|
|
|
271,875
|
|
|
|
28,113
|
|
|
|
1,787,389
|
|
|
|
|
Chief Risk Officer
|
|
|
2015
|
|
|
|
415,000
|
|
|
|
1,049,500
|
|
|
|
388,566
|
|
|
|
128,847
|
|
|
|
387,500
|
|
|
|
35,861
|
|
|
|
2,405,274
|
|
|
|
|
|
|
|
2014
|
|
|
|
390,000
|
|
|
|
757,000
|
|
|
|
431,393
|
|
|
|
143,779
|
|
|
|
194,391
|
|
|
|
38,164
|
|
|
|
1,954,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Hoffman
|
|
Executive V.P., General
|
|
|
2016
|
|
|
|
400,000
|
|
|
|
337,500
|
|
|
|
534,778
|
|
|
|
125,000
|
|
|
|
250,000
|
|
|
|
26,452
|
|
|
|
1,673,730
|
|
|
|
|
Counsel and Corporate
|
|
|
2015
|
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
337,822
|
|
|
|
112,117
|
|
|
|
375,000
|
|
|
|
33,909
|
|
|
|
1,458,848
|
|
|
|
|
Secretary
|
|
|
2014
|
|
|
|
375,000
|
|
|
|
300,000
|
|
|
|
375,111
|
|
|
|
125,121
|
|
|
|
490,625
|
|
|
|
35,620
|
|
|
|
1,701,477
|
|
|
(1)
|
Represents the STI award paid to each of our NEOs under our STI/MTI Plan for the performance year in which it was earned. Each NEO is paid 50% of his or her STI award for the year earned, with the remaining 50% forming
the NEO’s target MTI award. MTI award payments are reported in the
“Non-Equity
Incentive Plan Compensation” column, as described in footnote (3) below. For additional information, see
“Compensation Discussion and Analysis—IV. Primary Components of Compensation—B. Short-Term and Medium-Term Incentive Program.” In addition to the amounts paid under our STI/MTI Plan, with respect to Mr. Brummer, the amounts
reported as “Bonus” in 2015 include $832,000 in payments to him under compensation retention programs related to his prior executive role with Radian Asset Assurance, our former financial guaranty business.
|
|
(2)
|
Represents the grant date fair value of the awards computed in accordance with the accounting standard regarding share-based compensation payments. For 2016 awards, the grant date fair values on May 11, 2016
(calculated by using the Monte Carlo model) were $11.90 and $9.71 for Performance-Based RSUs and Performance-Based Options, respectively. For a discussion of the assumptions used in calculating these amounts, see Note 15, “Share-Based and Other
Compensation Programs,” of Notes to Consolidated Financial Statements in our 2016 Annual Report on Form
10-K.
For Messrs. Brummer and Hoffman, amounts reported for 2016 also include a
one-time
grant of 15,000 RSUs which are subject to time-based vesting made to each of them in recognition of their efforts in consummating the sale of our former financial guaranty business.
|
|
(3)
|
Amounts reported for 2016 represent the MTI award paid to each of our NEOs with respect to the year in which it is earned (for 2016, reported amounts represent payments pursuant to the 2015 MTI award, covering the 2015
through 2016 performance period).
|
|
(4)
|
For 2016, “All Other Compensation” includes the following amounts:
|
|
|
•
|
|
$11,925 in matching contributions credited under our Savings Plan for the benefit of each of the NEOs.
|
Compensation of Executive Officers and Directors
|
|
•
|
|
Contributions made by us under our BRP for the benefit of the NEOs in the following amounts: Mr. Ibrahim—$41,512; Mr. Hall—$10,575; Ms. Bazemore—$19,012; Mr. Brummer—$11,419; and
Mr. Hoffman—$10,575.
|
|
|
•
|
|
The dollar value of imputed income from premiums paid by us for long-term disability insurance for the benefit of the following NEOs in the following amounts: Mr. Ibrahim—imputed income of $8,535;
Ms. Bazemore—imputed income of $3,383; Mr. Brummer—imputed income of $2,018; and Mr. Hoffman—imputed income of $2,167.
|
|
|
•
|
|
The dollar value of imputed income from premiums paid by us under life insurance policies on the lives of the following NEOs in the following amounts: Mr. Ibrahim—imputed income of $15,575;
Ms. Bazemore—imputed income of $4,131; Mr. Brummer—imputed income of $1,942; and Mr. Hoffman—imputed income of $1,785.
|
|
|
•
|
|
With respect to Ms. Bazemore, also includes $8,342 of income recognized in connection with family travel to accompany her to a business-related event and $4,291 in related tax
gross-up
payments.
|
|
|
•
|
|
Parking benefits for NEOs in the following amounts: Mr. Hall—$809; Ms. Bazemore—$1,593; and Mr. Brummer—$809.
|
2016 G
RANTS
OF
P
LAN
B
ASED
A
WARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
Future Payouts
under
Non-Equity
Incentive Plan
Awards (1)
|
|
|
Estimated
Future Payouts
under Equity
Incentive Plan
Awards (2)
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (3)
|
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)
|
|
|
Exercise or
Base Price
of Option
Awards
($/Share)
|
|
|
Grant Date
Fair Value
of Stock
and
Option
Awards
($) (5)
|
|
|
Name
|
|
Grant Date
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
|
|
|
|
Sanford A. Ibrahim
|
|
|
2/9/2016
|
|
|
|
750,000
|
|
|
|
937,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
261,520
|
|
|
|
523,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,112,574
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,910
|
|
|
|
12.16
|
|
|
|
1,037,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Franklin Hall
|
|
|
2/9/2016
|
|
|
|
170,000
|
|
|
|
212,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
31,510
|
|
|
|
63,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,028
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,880
|
|
|
|
12.16
|
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Bryce Bazemore
|
|
|
2/9/2016
|
|
|
|
322,500
|
|
|
|
403,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
63,020
|
|
|
|
126,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,055
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,760
|
|
|
|
12.16
|
|
|
|
250,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derek V. Brummer
|
|
|
2/9/2016
|
|
|
|
217,500
|
|
|
|
271,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
159,750
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
36,240
|
|
|
|
72,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
431,323
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,820
|
|
|
|
12.16
|
|
|
|
143,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Hoffman
|
|
|
2/9/2016
|
|
|
|
200,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
159,750
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
31,510
|
|
|
|
63,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,028
|
|
|
|
|
|
5/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,880
|
|
|
|
12.16
|
|
|
|
125,000
|
|
|
(1)
|
Represents the 2015 MTI award (covering the 2015 through 2016 performance period) granted under our STI/MTI Plan. As discussed above under “Compensation Discussion and Analysis—IV. Primary Components of
Compensation—B. Short-Term and Medium-Term Incentive Program,” each NEO’s target 2015 MTI award was established in 2016, in connection with the payment of the 2015 STI awards. Each NEO was entitled to a cash payment for the
two-year
performance period ranging from 0% to 125% of his or her target 2015 MTI award. See the 2016 Summary Compensation Table for the amounts paid to each NEO under this award. These awards do not have a
threshold level or equivalent.
|
Compensation of Executive Officers and Directors
|
(2)
|
Represents the target and maximum number of shares that may be issued pursuant to Performance-Based RSU awards granted to each of the NEOs under our 2014 Equity Plan. At the end of the performance period, the NEOs will
be entitled to receive a number of RSUs (from 0 to 200% of target) based 50% on the Company’s relative TSR for the performance period compared to a peer group and 50% based on the Company’s absolute growth in book value per share (as
defined under the awards). For more information, see “Compensation Discussion and Analysis—IV. Primary Components of Compensation—C. Long-Term Incentive Program—
LTI Awards Granted in 2016
—
2016 Performance-Based RSU
Awards.
” These awards do not have a threshold level or equivalent.
|
|
(3)
|
Represents
one-time
grant of 15,000 RSUs, which are subject to time-based vesting, awarded to Messrs. Brummer and Hoffman. These awards are scheduled to vest on the second
anniversary of the award grant date.
|
|
(4)
|
Represents
non-qualified
Performance-Based Options granted under our 2014 Equity Plan to each of the NEOs. The Performance-Based Options will vest 50% on each of the third and
fourth anniversaries of the grant date, provided that, the options only will vest if the closing price of the Company’s common stock on the NYSE exceeds $15.20 (125% of the option exercise price) for ten consecutive trading days ending on or
after the third anniversary of the date of grant. For more information, see “Compensation Discussion and Analysis—IV. Primary Components of Compensation—Long-Term Incentive Program—
LTI Awards Granted in 2016—2016
Performance-Based Option Awards
.”
|
|
(5)
|
Represents the grant date fair value of the awards computed in accordance with the accounting standard regarding share-based compensation payments. For 2016 awards, the grant date fair values on May 11, 2016
(calculated by using the Monte Carlo model) were $11.90 and $9.71 for Performance-Based RSUs and Performance-Based Options, respectively. For a discussion of the assumptions used in calculating these amounts, see Note 15, “Share-Based and Other
Compensation Programs,” of Notes to Consolidated Financial Statements in our 2016 Annual Report on Form
10-K.
|
Compensation of Executive Officers and Directors
The following table provides information regarding all equity awards outstanding at December 31, 2016 for each of
the NEOs.
O
UTSTANDING
E
QUITY
A
WARDS
AT
2016 F
ISCAL
Y
EAR
-E
ND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
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)
|
|
|
Sanford A. Ibrahim
|
|
|
87,900
|
|
|
|
0
|
|
|
10.42
|
|
5/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269,700
|
|
|
|
0
|
|
|
3.58
|
|
6/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320,060
|
|
|
|
0
|
|
|
2.45
|
|
6/5/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,965
|
|
|
|
35,965
|
(2)
|
|
13.99
|
|
5/13/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
64,580
|
(3)
|
|
15.44
|
|
6/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159,100
|
(4)
|
|
|
$2,860,618
|
|
|
|
|
|
0
|
|
|
|
48,090
|
(5)
|
|
18.42
|
|
7/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,940
|
(6)
|
|
|
$2,156,521
|
|
|
|
|
|
0
|
|
|
|
106,910
|
(7)
|
|
12.16
|
|
5/10/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
261,520
|
(8)
|
|
|
$4,702,130
|
|
|
J. Franklin Hall
|
|
|
0
|
|
|
|
7,640
|
(5)
|
|
18.42
|
|
7/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,040
|
(6)
|
|
|
$342,339
|
|
|
|
|
|
0
|
|
|
|
12,880
|
(7)
|
|
12.16
|
|
5/10/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,510
|
(8)
|
|
|
$566,550
|
|
|
Teresa Bryce
Bazemore
|
|
|
44,000
|
|
|
|
0
|
|
|
10.42
|
|
5/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,030
|
|
|
|
0
|
|
|
3.58
|
|
6/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,550
|
|
|
|
0
|
|
|
2.45
|
|
6/5/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,420
|
|
|
|
11,420
|
(2)
|
|
13.99
|
|
5/13/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
20,510
|
(3)
|
|
15.44
|
|
6/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,510
|
(4)
|
|
|
$908,170
|
|
|
|
|
|
0
|
|
|
|
15,270
|
(5)
|
|
18.42
|
|
7/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,080
|
(6)
|
|
|
$684,678
|
|
|
|
|
|
0
|
|
|
|
25,760
|
(7)
|
|
12.16
|
|
5/10/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,020
|
(8)
|
|
|
$1,133,100
|
|
|
Derek V. Brummer
|
|
|
6,565
|
|
|
|
6,565
|
(2)
|
|
13.99
|
|
5/13/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
11,790
|
(3)
|
|
15.44
|
|
6/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,050
|
(4)
|
|
|
$522,319
|
|
|
|
|
|
0
|
|
|
|
8,780
|
(5)
|
|
18.42
|
|
7/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,900
|
(6)
|
|
|
$393,762
|
|
|
|
|
|
0
|
|
|
|
14,820
|
(7)
|
|
12.16
|
|
5/10/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000(9)
|
|
|
|
$269,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,240
|
(8)
|
|
|
$651,595
|
|
|
Edward J. Hoffman
|
|
|
11,000
|
|
|
|
0
|
|
|
10.42
|
|
5/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,970
|
|
|
|
0
|
|
|
3.58
|
|
6/9/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,090
|
|
|
|
0
|
|
|
2.45
|
|
6/5/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,995
|
|
|
|
4,995
|
(2)
|
|
13.99
|
|
5/13/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10,260
|
(3)
|
|
15.44
|
|
6/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,260
|
(4)
|
|
|
$454,175
|
|
|
|
|
|
0
|
|
|
|
7,640
|
(5)
|
|
18.42
|
|
7/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,040
|
(6)
|
|
|
$342,339
|
|
|
|
|
|
0
|
|
|
|
12,880
|
(7)
|
|
12.16
|
|
5/10/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000(9)
|
|
|
|
$269,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,510
|
(8)
|
|
|
$566,550
|
|
|
|
(1)
|
The dollar amounts shown were calculated based on the closing price of our common shares on the NYSE on December 30, 2016 of $17.98.
|
Compensation of Executive Officers and Directors
|
|
(2)
|
Options scheduled to vest on May 14, 2017.
|
|
|
(3)
|
Options scheduled to vest in two equal installments on each of the following dates: June 17, 2017 and June 17, 2018, provided that the options will vest only if the closing price of the Company’s common
stock on the NYSE exceeds $19.30 (125% of the option exercise price) for ten consecutive trading days ending on or any time after June 17, 2017, the third anniversary of the date of grant.
|
|
|
(4)
|
RSUs scheduled to vest on June 17, 2017. These performance-based RSUs have a potential payout ranging from 0% to 200% of the RSUs scheduled to vest, subject to a maximum cap of six times the value of the award on
the grant date.
|
|
|
(5)
|
Options scheduled to vest in two equal installments on each of the following dates: July 9, 2018 and July 9, 2019, provided that the options will vest only if the closing price of the Company’s common
stock on the NYSE exceeds $23.03 (125% of the option exercise price) for ten consecutive trading days ending on or any time after July 9, 2018, the third anniversary of the date of grant.
|
|
|
(6)
|
RSUs scheduled to vest on July 9, 2018, with a post-vesting retention period (net of shares withheld for taxes) for one year. These Performance-Based RSUs have a potential payout ranging from 0% to 200% of the RSUs
scheduled to vest, subject to a maximum cap of six times the value of the award on the grant date.
|
|
|
(7)
|
Options scheduled to vest in two equal installments on each of the following dates: May 11, 2019 and May 11, 2020, provided that the options will vest only if the closing price of the Company’s common
stock on the NYSE exceeds $15.20 (125% of the option exercise price) for ten consecutive trading days ending on or any time after May 11, 2019, the third anniversary of the date of grant.
|
|
|
(8)
|
RSUs scheduled to vest on May 11, 2019, with a post-vesting retention period (net of shares withheld for taxes) for one year. These Performance-Based RSUs have a potential payout ranging from 0% to 200% of the RSUs
scheduled to vest, subject to a maximum cap of six times the value of the award on the grant date.
|
|
|
(9)
|
RSUs subject to time-based vesting that are scheduled to vest on February 9, 2018, the second anniversary of the date of grant. These RSUs were granted as a
one-time
special
recognition award to each of Messrs. Brummer and Hoffman.
|
O
PTION
E
XERCISES
AND
S
TOCK
V
ESTED
D
URING
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on Exercise
(#) (1)
|
|
Value Realized on
Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#) (2)
|
|
Value Realized on
Vesting
($)
|
|
Sanford A. Ibrahim
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
J. Franklin Hall
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
Teresa Bryce Bazemore
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
Derek V. Brummer
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
Edward J. Hoffman
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
(1)
|
The NEOs did not exercise any of their outstanding stock options in 2016.
|
|
|
(2)
|
Performance-based RSUs granted on May 14, 2013 vested on May 14, 2016, resulting in a payout of zero shares. Performance for this award was measured based on the Company’s absolute TSR performance and
relative TSR performance compared to the median TSR of MGIC Investment Corporation and the companies listed on the NASDAQ Financial 100 Index.
|
Compensation of Executive Officers and Directors
Nonqualified Deferred Compensation
Directors and Officers Deferred Compensation Plans
We
maintain a voluntary deferred compensation plan for senior officers and a voluntary deferred compensation plan for our
non-employee
directors. The voluntary deferred compensation plan for officers allows
eligible officers (including the NEOs) to defer the receipt of: (1) all or a portion of bonus amounts payable under the STI/MTI Plan; and (2) cash or shares that would otherwise be payable upon the vesting of RSUs. The deferred
compensation plan for
non-employee
directors allows the directors to defer the receipt of: (1) all or a portion of their cash compensation; and (2) cash or shares that would otherwise be payable upon
the vesting of RSUs.
With respect to cash compensation, a participant must generally make a binding written election before the calendar year in which the
compensation is earned (or in the case of a multi-year performance period, before the first year of the performance period) to defer payment of such compensation for at least two full calendar years beyond the year for which the election is made (or
until such other time as is specified under the applicable plan). With respect to RSUs, the election must generally be made before the calendar year in which the services related to the RSUs will be performed; provided that in the case of the
officers’ deferred compensation plan, if the RSUs qualify as “performance-based compensation,” as set forth in Section 409A of the Code, a deferral election may be made no later than six months before the end of the performance
period for which the RSUs are earned (and in no event later than the date on which the amount of the RSUs to be issued becomes known). Subject to certain requirements and conditions set forth in the plan,
non-employee
directors may elect to further defer amounts previously deferred under the plan.
Cash amounts deferred under
the plans that are credited to a participant’s deferred compensation account are credited with earnings and debited with losses based on a hypothetical investment selected by the participant in one or more investment funds designated by the
Committee (the “Notional Fund Return”). We do not pay guaranteed, above-market or preferential interest or earnings on deferred amounts. The portion of a participant’s account related to
vested and unvested deferred stock-settled RSUs and unvested deferred cash-settled RSUs is denominated in notional shares of Radian’s common stock and is adjusted for any increases or
decreases in value of the common stock. For deferred cash-settled RSUs, upon vesting, the notional cash amount associated with the deferred cash-settled RSUs is credited to the participant’s deferred compensation account and is credited with
earnings and debited with losses based on the Notional Fund Return, as described above. Subject to the requirements of Section 409A of the Code, participants’ accounts are distributed on the dates specified in their deferral election forms
or, in certain cases, upon an earlier termination of employment or service, in the form elected by the participant (either lump sum or installments in accordance with the terms of the plans), unless another form is specified by the terms of the
applicable plan.
Deferring compensation defers income tax liability on that compensation until it is paid to the participant. The plans are not
funded, and the deferred amounts are not segregated from our general assets. Accordingly, participants in each plan are general unsecured creditors of Radian with respect to the amounts due under the plans.
Benefit Restoration Plan
We adopted a nonqualified BRP
effective January 1, 2007. Participants in the BRP are entitled, among other things, to the following:
|
|
•
|
|
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;
|
|
|
•
|
|
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 (4.5% for 2016)
of the participant’s “eligible compensation,” defined generally as base salary (including commission income, if applicable) in excess of applicable IRS limits with regard to contributions to the Savings Plan, plus certain bonus and
commissions;
|
Compensation of Executive Officers and Directors
|
|
•
|
|
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 of directors 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. Discretionary credits, if any, 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. To date, our board of
directors has not made any discretionary credits to participants under the BRP. Under the terms of Mr. Ibrahim’s 2008 employment agreement with the Company, Mr. Ibrahim became fully vested in the amount of his accrued benefit under
the BRP upon his completion in May 2010 of five full years of service with Radian.
A participant’s interest in the BRP is an unfunded bookkeeping account that
the participant may elect to invest in one or more notional investment alternatives designated by the Committee. Participants are not permitted to make voluntary contributions under the BRP. Subject to compliance with applicable tax rules, payouts
under the plan are made in a lump sum following the participant’s death or separation from service.
The following table sets forth information relating
to our voluntary deferred compensation plan for officers and the BRP for each of the NEOs:
2016 N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name (1)
|
|
Executive
Contributions in
Last
FY
($)
|
|
|
Registrant
Contributions
in Last FY
(2)
($)
|
|
|
Aggregate Earnings
(Losses) in Last
FY
($)
|
|
|
Aggregate
Withdrawals /
Distributions
($)
|
|
|
Aggregate Balance at
Last
FYE
($)
|
|
|
Sanford A. Ibrahim
|
|
DCP
|
|
|
0
|
|
|
|
0
|
|
|
|
218,862
|
|
|
|
0
|
|
|
|
12,288,463
|
|
|
|
|
BRP
|
|
|
*
|
|
|
|
41,512
|
|
|
|
66,344
|
|
|
|
0
|
|
|
|
1,647,894
|
|
|
|
|
|
|
|
|
|
|
J. Franklin Hall
|
|
DCP
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
BRP
|
|
|
*
|
|
|
|
10,575
|
|
|
|
152
|
|
|
|
0
|
|
|
|
18,827
|
|
|
|
|
|
|
|
|
|
|
Teresa Bryce Bazemore
|
|
DCP
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
BRP
|
|
|
*
|
|
|
|
19,012
|
|
|
|
11,803
|
|
|
|
0
|
|
|
|
255,433
|
|
|
|
|
|
|
|
|
|
|
Derek V. Brummer
|
|
DCP
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
BRP
|
|
|
*
|
|
|
|
11,419
|
|
|
|
12,407
|
|
|
|
0
|
|
|
|
159,271
|
|
|
|
|
|
|
|
|
|
|
Edward J. Hoffman
|
|
DCP
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
BRP
|
|
|
*
|
|
|
|
10,575
|
|
|
|
1,370
|
|
|
|
0
|
|
|
|
80,744
|
|
|
*
|
Not applicable. Participants are not permitted to make voluntary contributions under the BRP.
|
|
(1)
|
The Radian Voluntary Deferred Compensation Plan for Officers (DCP) and the Radian Group Inc. Benefit Restoration Plan (BRP).
|
|
(2)
|
These amounts are also included in the All Other Compensation column of the 2016 Summary Compensation Table for 2016.
|
Compensation of Executive Officers and Directors
CEO Compensation Arrangements and Agreements
On February 8, 2017, we entered into an employment agreement with Mr. Thornberry (the “CEO Employment Agreement”) providing that Mr. Thornberry
will serve as the Company’s Chief Executive Officer, beginning March 6, 2017 (the “Employment Date”) for an initial three-year term (the “Initial Term”). The CEO Employment Agreement further provides that after the
Initial Term, the agreement will automatically renew for successive
one-year
periods unless either the Company or Mr. Thornberry provides written notice of termination at least 90 days prior to the end of
any renewal period (the Initial Term, together with any renewal periods, collectively, the “Term”). In addition, the CEO Employment Agreement provides that during the Term, Mr. Thornberry will be nominated as a member of our board at
each annual meeting of stockholders at which his seat on the board is up for reelection.
Pursuant to the CEO Employment Agreement, Mr. Thornberry will receive:
(1) an annual base salary of $750,000 (which may be increased, but not decreased, during the Term); (2) eligibility to earn an incentive award under the STI/MTI Plan in each fiscal year of the Term, with his target level for the STI/MTI
Plan for the 2017-2018 STI/MTI period equal to $1,500,000 (the “2017 STI/MTI Target”); and (3) eligibility to receive long-term equity incentive awards in each fiscal year of the Term in amounts and on terms established by independent
directors of the board, with his 2017 LTI target equal to $3,000,000. The CEO Employment Agreement also provides that for each full fiscal year after 2017 during the Term, Mr. Thornberry’s total target compensation (comprised of annual
base salary, target award under the STI/MTI Plan and target LTI awards) will not be less than $5,250,000, with his STI/MTI target and LTI target for those years to be established by the independent directors of the board in accordance with the
Company’s process for setting executive compensation (for information on the Company’s process, see above under “Compensation Discussion and Analysis—III. Compensation Process and Oversight—C. Setting Compensation.”)
In addition to his annual compensation discussed above, Mr. Thornberry is entitled to the following
under his CEO Employment Agreement: (1) a
sign-on
cash bonus of $500,000, which the Company paid to Mr. Thornberry as an inducement to join the
Company and to compensate him for certain costs associated with transitioning his prior business activities; and (2) time-based RSUs with a grant date value equal of $1,000,000 (the
“Sign-On
RSUs”), which were granted to Mr. Thornberry on his Employment Date to further align his interests with those of our stockholders. The
Sign-On
RSUs vest in three equal installments on each of the
second, third and fourth anniversaries of the grant date. In addition, Mr. Thornberry is entitled to relocation assistance to facilitate his relocation to the Philadelphia area.
Pursuant to the CEO Employment Agreement, in addition to any accrued obligations, Mr. Thornberry will receive the following severance benefits, in each case payable
in accordance with the terms of the CEO Employment Agreement, if his employment is terminated without “cause” or if he terminates employment for “good reason” (as those terms are defined in the CEO Employment Agreement) and he
executes and does not revoke a written release of any claims against the Company:
|
|
(1)
|
two times his base salary;
|
|
|
(2)
|
an amount equal to the greater of two times (a) his target incentive award under the STI/MTI 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) his 2017 STI/MTI Target;
|
|
|
(3)
|
a prorated target incentive award under the STI/MTI Plan for the year in which termination occurs based on a pro rata portion of the greater of (a) the target incentive award for the year of termination (or if it
has not yet been established, the target incentive award for the immediately preceding fiscal year) or (b) his 2017 STI/MTI Target;
|
|
|
(4)
|
reimbursement for the monthly cost of continued medical coverage at or below the level of coverage in effect on the date of
termination until the earlier of: (x) 18 months after the termination date; (y) the date on which Mr. Thornberry becomes eligible to elect
|
Compensation of Executive Officers and Directors
|
|
medical coverage under Social Security Medicare or otherwise ceases to be eligible for continued coverage under the Company’s health plan under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”); or (z) the date he is eligible to elect medical coverage under a plan maintained by a successor employer. During any period of continued medical coverage, the Company has agreed to reimburse
Mr. Thornberry for the COBRA premiums paid by him, minus the employee contribution rate for such coverage under the Company’s health plan as of the date of termination; and
|
|
|
(5)
|
accelerated vesting of any unvested
Sign-On
RSUs. The CEO Employment Agreement does not include any tax gross up for excise taxes. If an excise tax under section 4999 of the
Internal Revenue Code of 1986, as amended is triggered by any payments upon a change of control, the aggregate present value of the payments to be made under the CEO Employment Agreement will be reduced to an amount that does not cause any amounts
to be subject to this excise tax so long as the net amount of the reduced payments, on an
after-tax
basis, is greater than or equal to the net amount of the payments without such reduction, but taking into
consideration this excise tax.
|
The compensation payable to Mr. Thornberry under the CEO Employment Agreement is subject to the Company’s
written policies, including the Code of Conduct, Incentive Compensation Recoupment Policy, and stock ownership guidelines, as currently in place or as may be amended by the board. The CEO 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 CEO Employment Agreement, Mr. Thornberry entered into a Restrictive Covenants Agreement, dated as of February 8, 2017, with the Company. As further described in this agreement, Mr. Thornberry has agreed that for 18
months following termination of his employment for any reason he will
not compete with the Company. In addition, during this period, he has agreed to restrictions on hiring and soliciting the Company’s employees and on soliciting the Company’s customers.
Compensation Arrangements and Agreements with Former CEO
On February 8, 2017, we entered into a Retirement Agreement (the “Retirement Agreement”) and Consulting Agreement (the “Consulting Agreement”)
with Mr. Ibrahim. In support of the Company’s CEO succession planning efforts and to ensure an orderly transition to Mr. Thornberry as the Company’s new CEO, Mr. Ibrahim agreed in his Retirement Agreement to retire from the
Company effective March 5, 2017, prior to the end of the term of his existing employment agreement (the “2014 Agreement”), which was terminated in connection with his retirement. The Retirement Agreement and Consulting Agreement
discussed below are intended to provide Mr. Ibrahim with an opportunity to earn amounts that he would have been eligible to earn had he remained employed with the Company through the end of the term of the 2014 Agreement on December 31,
2017, and to ensure that the Company has the benefit of Mr. Ibrahim’s services during the leadership transition period. The amounts that Mr. Ibrahim ultimately will be paid under the agreements referenced below primarily are dependent
on the Company’s and Mr. Ibrahim’s performance.
The Retirement Agreement provides that Mr. Ibrahim is entitled to the following compensation:
(1) eligibility to receive the 2016 STI award and 2015 MTI award that were paid to Mr. Ibrahim in March 2017; (2) eligibility to earn an MTI award for the 2016-2017 performance period under the STI/MTI Plan, payable in March 2018 at the
time 2017 MTI awards are paid to other participants under the plan; and (3) a grant of performance-based restricted stock units with a grant date value of $1,950,000, which were granted to Mr. Ibrahim on March 3, 2017.
In addition to the foregoing compensation amounts, following his execution of a written release of claims against the Company, Mr. Ibrahim received under the
Retirement Agreement: (1) a lump sum cash payment totaling $843,072, representing the base salary and cost of long-term disability insurance that he would have received through December 31, 2017, as well as
Compensation of Executive Officers and Directors
amounts that would have been contributed by the Company to the Savings Plan and BRP for his benefit had he continued in employment through December 31, 2017; and (2) continued medical
coverage for himself and his spouse for the applicable coverage period set forth in the Retirement Agreement under the Company’s health plans, in accordance with the terms set forth in the Retirement Agreement. During any period of continued
medical coverage, Mr. Ibrahim or his spouse, as applicable, will pay the full monthly COBRA premium cost of such coverage, and the Company will reimburse Mr. Ibrahim or his spouse, as applicable, for the COBRA premium cost minus the
employee contribution rate for such coverage under the Company’s health plan.
Under the Retirement Agreement, Mr. Ibrahim has agreed to comply with
restrictive covenants, including covenants regarding
non-competition,
confidentiality, and
non-solicitation
of customers and employees, contained in the 2014 Agreement
and his outstanding stock option and restricted stock unit awards (as updated in the Retirement Agreement). The covenants regarding
non-competition
and
non-solicitation
of customers and employees will remain in effect for a period ending on March 5, 2018.
As noted above, on February 8, 2017, we also entered into the
Consulting Agreement with Mr. Ibrahim that commenced on March 6, 2017, following Mr. Ibrahim’s retirement. A consulting agreement was contemplated by the 2014 Agreement. Pursuant to the Consulting Agreement, Mr. Ibrahim has
agreed to provide consulting services to the Company from March 6, 2017 through March 5, 2018. Under the Consulting Agreement, the Company will pay Mr. Ibrahim a consulting fee of $79,166 per month. In addition, Mr. Ibrahim will
be eligible to earn a performance-based cash incentive award (the “Incentive Award”) based on performance measured over a
two-year
period. The target Incentive Award is $3,000,000 with the actual
payout to be determined based on the attainment of specified performance goals (as described below), subject to certain conditions. The Committee has established the following performance metrics for the first year of the performance period:
|
|
•
|
|
Forty percent of the Incentive Award (the “Plan Component”) will be based on the Company’s
|
|
|
|
performance in satisfying its financial and strategic objectives for 2017. The payout percentage for the Plan Component (which is from 0% to 200%) will be equal to the level awarded by the
Committee to Radian Group participants in the STI/MTI Plan for the 2017 performance period under that plan.
|
|
|
•
|
|
The remaining 60% of the Incentive Award will be based on the Committee’s assessment of Mr. Ibrahim’s performance of the services required under the Consulting Agreement. The amount that may be awarded
under this metric is from 0% to 100%.
|
Following the first year of the performance period (January 1, 2017 through December 31, 2017), the
Committee will determine the amount, if any, of the Incentive Award that Mr. Ibrahim is eligible to receive based on the performance metrics and allocations described above. Fifty percent of any such amount will be paid to Mr. Ibrahim as
an Incentive Award between January 1, 2018 and March 15, 2018. The remaining fifty percent will become the target incentive award (“MTI Target Incentive Award”) for the
two-year
performance
period (January 1, 2017 through December 31, 2018). At the end of the
two-year
performance period, the Committee will award Mr. Ibrahim a percentage of the MTI Target Incentive Award between 0% and
115% (the “MTI Payout”), based on the same metrics as the Committee applies to the MTI award for executive officers covering the 2017 through 2018 performance period. Any MTI Payout that Mr. Ibrahim is eligible to receive will be paid
to him between January 1, 2019 and March 15, 2019.
The Incentive Award may be reduced by the Committee, in its discretion, in the event of: (1) the
occurrence of an event that results in a recoupment of Mr. Ibrahim’s prior compensation under the Company’s Incentive Compensation Recoupment Policy; or (2) any other material negative impact on the Company resulting from
Mr. Ibrahim’s prior performance as CEO or as a consultant under the Consulting Agreement.
The Consulting Agreement contains provisions relating to
confidentiality, and provides that Mr. Ibrahim will comply with the restrictive covenants contained in the Retirement Agreement (as discussed above).
Compensation of Executive Officers and Directors
Potential Payments upon Termination of Employment or Change of
Control
This section provides an estimate of the value of compensation and benefits that our former CEO and other NEOs would receive in the event of
employment termination under specific circumstances. The amounts presented in the tables that follow only include those amounts that would be paid to a NEO in connection with a particular termination event, and do not include amounts that he/she (or
his/her estate, representatives, heirs or beneficiaries, as applicable, in the case of death) may be entitled to receive after the end of any applicable incentive compensation performance period following a termination event.
The amounts in each column of the tables presented are not mutually exclusive, and amounts in one column may be repeated or included within the amounts in another.
Unless otherwise specified, the information set forth in the tables below is estimated as of December 31, 2016, and assumes that a change of control of Radian or termination of the NEO’s employment with us, as the case may be, took place
as of such date. The abbreviation “COC” in the tables refers to a “change of control” of Radian as defined for purposes of the applicable plan or agreement.
CEO Payments and Benefits upon Termination or Change of Control
The following table describes the potential payments and benefits to which Mr. Ibrahim would be entitled under the terms of the 2014 Agreement, as well as under our
other plans and arrangements, in the event of the triggering events listed in each column assuming, per applicable SEC rules, that the triggering event took place on December 31, 2016. The terms of the 2014 Agreement were previously disclosed
in our Current Report on Form
8-K
that was filed with the SEC on November 18, 2014. The Company does not accelerate any payments or the vesting of any equity or
non-equity
LTI awards in the event of a change of control of the Company unless there is also a subsequent termination of employment.
In connection with Mr. Ibrahim’s retirement as CEO and a director on March 5, 2017, the 2014 Agreement has been terminated and the provisions are no
longer applicable. As discussed above, on February 8, 2017, Mr. Ibrahim entered into a Retirement Agreement and a Consulting Agreement that became effective on March 5, 2017 and March 6, 2017, respectively. For a description of
the Retirement Agreement and the Consulting Agreement see the preceding discussion under “Compensation Arrangements and Agreements with Former CEO.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(No COC) *
($)
|
|
|
COC without
Termination *
($)
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(In Connection with
COC) *
($)
|
|
|
Retirement (1)
($)
|
|
|
Death/
Disability *
($)
|
|
|
Cash Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
1,900,000
|
|
|
|
0
|
|
|
|
1,900,000
|
|
|
|
0
|
|
|
|
0
|
|
|
Bonus
|
|
|
4,987,500
|
|
|
|
0
|
|
|
|
4,987,500
|
|
|
|
0
|
|
|
|
0
|
|
|
STI/MTI (2)
|
|
|
2,187,500
|
|
|
|
0
|
|
|
|
2,187,500
|
|
|
|
2,187,500
|
|
|
|
2,600,000
|
|
|
Acceleration under Equity &
Cash-Based Performance Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Performance-based
Stock Options (3)
|
|
|
0
|
|
|
|
0
|
|
|
|
929,750
|
|
|
|
0
|
|
|
|
929,750
|
|
|
Accelerated Performance-based
RSUs (3)
|
|
|
0
|
|
|
|
0
|
|
|
|
9,719,269
|
|
|
|
0
|
|
|
|
9,719,269
|
|
|
Plan Benefits (4) and
Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued Health and Welfare
Benefits (5)
|
|
|
25,277
|
|
|
|
0
|
|
|
|
25,277
|
|
|
|
25,277
|
|
|
|
25,277
|
|
|
TOTAL (6)
|
|
|
9,100,277
|
|
|
|
0
|
|
|
|
19,749,296
|
|
|
|
2,212,777
|
|
|
|
13,274,296
|
|
|
*
|
These termination payments are no longer applicable with respect to Mr. Ibrahim in light of his retirement from the Company on March 5, 2017.
|
Compensation of Executive Officers and Directors
|
(1)
|
On December 31, 2016, Mr. Ibrahim was eligible to retire and to receive benefits associated with retirement pursuant to the terms of his outstanding equity awards and the other plans and programs referenced in
the table.
|
|
(2)
|
Represents payments under the STI/MTI Plan on the same terms as described in footnote (2) to the tables below for our other NEOs except with respect to the following:
|
|
|
•
|
|
In the event of Mr. Ibrahim’s death or disability, the 2014 Agreement provided that Mr. Ibrahim would be entitled to his target STI and MTI award for the year of his death or disability; and
|
|
|
•
|
|
In the event of Mr. Ibrahim’s retirement or voluntary resignation on or after the end of any calendar year, the 2014 Agreement provided that Mr. Ibrahim would remain eligible to receive his STI award (and
corresponding MTI award) for such performance year, which amounts (if any) would be paid at the same time as amounts are paid to other participants.
|
|
(3)
|
With respect to unvested performance-based equity awards granted to Mr. Ibrahim in 2013 through 2016, the 2014 Agreement provided for the following:
|
|
|
•
|
|
In the event of a change of control, Mr. Ibrahim’s performance-based stock options and performance-based RSUs would continue to vest (at target for performance-based RSUs) in accordance with their terms and
become exercisable or payable, as applicable, at the same time as other participants; provided, however, that if Mr. Ibrahim’s employment were terminated without cause or he were to terminate his employment for good reason during the
period beginning 90 days before the change of control and ending on the
one-year
anniversary of such change of control, such performance-based stock options and the performance-based RSUs would vest (at target
for performance-based RSUs) and become exercisable or payable as applicable, upon such termination (or, if later, on the date of the change of control).
|
|
|
•
|
|
In the event of Mr. Ibrahim’s death or disability, his performance-based stock options would vest and become immediately exercisable and his performance-based RSUs would vest (at target) and become immediately
payable.
|
|
|
•
|
|
In the event of Mr. Ibrahim’s termination of employment other than for cause, death or disability (including upon his retirement), his performance-based stock options and performance-based RSUs would continue
to remain outstanding and would vest and become exercisable or payable, as applicable, only upon the attainment of performance goals set forth in such stock option and RSU agreements at the same time as other participants.
|
The value of the options presented in the tables above represents the aggregate of the excess of the closing price of our common stock on the NYSE at
December 30, 2016 ($17.98), over the exercise price of the options that would be accelerated. See the Outstanding Equity Awards at 2016 Fiscal
Year-End
table above for the exercise prices of outstanding
unvested options at December 31, 2016. The value of the RSUs included in the table above represents the aggregate value of the RSUs that would be accelerated as of the date of termination based on the closing price of our common stock on the
NYSE at December 30, 2016 ($17.98).
|
(4)
|
Upon termination of employment with us, Mr. Ibrahim 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 therefore are not presented in the table above.
|
|
(5)
|
Under the 2014 Agreement, if Mr. Ibrahim’s employment were terminated other than for cause (including in the
event of his retirement), Mr. Ibrahim would have been entitled to reimbursement for continued medical coverage for himself and his spouse under the Company’s health plans until the earlier of: (1) the date on which Mr. Ibrahim
becomes eligible to elect medical coverage under Social Security Medicare; (2) the date
|
Compensation of Executive Officers and Directors
|
|
he is eligible for medical coverage under a plan maintained by a successor employer; or (3) the date of Mr. Ibrahim’s death. Similar coverage provisions and periods apply to
Mr. Ibrahim’s spouse.
|
|
(6)
|
Under the 2014 Agreement, if amounts payable would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, we would have been required to reduce (but not below zero) the amount
of such payments if reducing such payments would have, because of the impact of such reduction on the excise taxes payable in such situations, provided to Mr. Ibrahim a greater net
after-tax
amount than
would be the case if no reduction was made. The amounts presented in the tables do not reflect any such potential reduction in payment.
|
Other Named Executive Officers – Compensation Related Agreements
Throughout the discussion that follows, we refer to Ms. Bazemore
and Messrs. Hall, Brummer and Hoffman collectively as our “Other NEOs.” We have entered into severance agreements on substantially similar terms with each of our Other NEOs.
Under these severance agreements, if the NEO’s employment is terminated by the Company for any reason other than cause or disability or is terminated by the
executive officer for good reason, the NEO will be entitled to the following cash severance amounts:
|
|
(i)
|
A percentage of the NEO’s annual base salary, as described below, at the time of termination, to be paid in accordance with the Company’s normal payroll practices (the “Base Salary Severance
Payment”);
|
|
|
(ii)
|
A percentage of the NEO’s target incentive award (the “Target Incentive Award”), as described below, under the STI/MTI Plan, or any successor plan, for the year in which the termination occurs, to be paid
in one lump sum payment on the 30th day following the termination date (the “STI/MTI Severance Payment”); and
|
|
|
(iii)
|
A prorated Target Incentive Award amount equal to the NEO’s Target Incentive Award for the year in which the termination occurs multiplied by a fraction, the numerator of which is the number of days that the
executive officer was employed by the Company during the year of termination and the denominator of which is 365, to be paid in one lump sum payment on the 30th day following the termination date.
|
In order to receive any severance amounts under the severance agreement, the NEO must execute a general release of claims against the Company and its affiliates. The
severance agreement does not provide for accelerated vesting of equity awards granted to the NEO or a tax
gross-up.
In addition, under the severance agreement, the NEO has agreed not to compete with the
Company and not to solicit the Company’s employees or customers during the Restricted Period, as described below, following termination of the executive officer’s employment for any reason.
The following table highlights as of December 31, 2016: (i) the severance payments (excluding the prorated target incentive award payments); and (ii) the
Restricted Period for each of our Other NEOs.
|
|
|
|
|
|
|
|
|
Name
|
|
Base Salary
Severance
Payment Amount
|
|
STI/MTI
Severance
Payment Amount
|
|
Restricted
Period
|
|
Mr. Hall
|
|
100% of Base Salary
|
|
100% of Target Incentive Award
|
|
12 months
|
|
Ms. Bazemore
|
|
200% of Base Salary
|
|
200% of Target Incentive Award
|
|
18 months
|
|
Mr. Brummer
|
|
100% of Base Salary
|
|
100% of Target Incentive Award
|
|
12 months
|
|
Mr. Hoffman
|
|
100% of Base Salary
|
|
100% of Target Incentive Award
|
|
12 months
|
Consistent with the Company’s standard severance policy for senior executive officers, the severance agreement also provides that:
(i) the Company will reimburse the monthly cost of continued health coverage for the executive officer and his/her spouse and dependents under the Company’s health plan during the Restricted Period; and
Compensation of Executive Officers and Directors
(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 additional
one-year
periods unless the Company provides at least 45 days prior written notice that the severance agreements will not be extended.
Other Named Executive Officers – Payments and Benefits upon Termination or Change of Control
The following tables describe, for each of our Other NEOs, the estimated potential payments and benefits to which the NEO would be entitled under his or her severance
agreement, as well as under our other plans and arrangements, in the event the triggering events listed in each column had occurred on December 31, 2016. As noted above, the Company does not provide any payments or the accelerated vesting of
any equity or
non-equity
LTI awards in the event of a change of control of the Company unless there is also a subsequent qualifying termination event.
J. Franklin Hall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
($)
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(No COC)
($)
|
|
|
COC without
Termination
($)
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(In Connection with
COC)
($)
|
|
|
Retirement
(1)($)
|
|
|
Death/
Disability
($)
|
|
|
Cash Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
0
|
|
|
|
400,000
|
|
|
|
0
|
|
|
|
400,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Bonus
|
|
|
0
|
|
|
|
800,000
|
|
|
|
0
|
|
|
|
800,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
STI/MTI (2)
|
|
|
212,500
|
|
|
|
487,500
|
|
|
|
0
|
|
|
|
487,500
|
|
|
|
N/A
|
|
|
|
487,500
|
|
|
Acceleration under Equity &
Cash-Based Performance Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Performance-based Stock
Options (3)
|
|
|
0
|
|
|
|
14,573
|
|
|
|
0
|
|
|
|
74,962
|
|
|
|
N/A
|
|
|
|
74,962
|
|
|
Accelerated Performance-based
RSUs (4)
|
|
|
0
|
|
|
|
297,066
|
|
|
|
0
|
|
|
|
908,889
|
|
|
|
N/A
|
|
|
|
908,889
|
|
|
Plan Benefits (6) and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued Health and Welfare Benefits (7)
|
|
|
0
|
|
|
|
15,664
|
|
|
|
0
|
|
|
|
15,664
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Outplacement Services (7)
|
|
|
0
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
TOTAL (8)
|
|
|
212,500
|
|
|
|
2,034,803
|
|
|
|
0
|
|
|
|
2,707,015
|
|
|
|
N/A
|
|
|
|
1,471,351
|
|
Compensation of Executive Officers and Directors
Teresa Bryce Bazemore
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(No COC) *
($)
|
|
|
COC without
Termination *
($)
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(In Connection with
COC) *
($)
|
|
|
Retirement
(1)($)
|
|
|
Death/
Disability *
($)
|
|
|
Cash Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
1,100,000
|
|
|
|
0
|
|
|
|
1,100,000
|
|
|
|
0
|
|
|
|
0
|
|
|
Bonus
|
|
|
2,475,000
|
|
|
|
0
|
|
|
|
2,475,000
|
|
|
|
0
|
|
|
|
0
|
|
|
STI/MTI (2)
|
|
|
1,028,125
|
|
|
|
0
|
|
|
|
1,028,125
|
|
|
|
1,028,125
|
|
|
|
1,028,125
|
|
|
Acceleration under Equity &
Cash-Based Performance
Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Performance-based
Stock Options (3)
|
|
|
247,584
|
|
|
|
0
|
|
|
|
247,584
|
|
|
|
247,584
|
|
|
|
247,584
|
|
|
Accelerated Performance-based
RSUs (4)
|
|
|
2,725,948
|
|
|
|
0
|
|
|
|
2,725,948
|
|
|
|
2,725,948
|
|
|
|
2,725,948
|
|
|
Plan Benefits (6) and
Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued Health and Welfare
Benefits (7)
|
|
|
34,365
|
|
|
|
0
|
|
|
|
34,365
|
|
|
|
34,365
|
|
|
|
0
|
|
|
Outplacement Services (7)
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
0
|
|
|
TOTAL (8)
|
|
|
7,631,022
|
|
|
|
0
|
|
|
|
7,631,022
|
|
|
|
4,036,022
|
|
|
|
4,001,657
|
|
|
*
|
As previously disclosed, Ms. Bazemore has given notice that she intends to retire effective April 30, 2017. As a result, the termination payments associated with these events will no longer be applicable
to Ms. Bazemore upon her retirement from the Company.
|
Compensation of Executive Officers and Directors
Derek V. Brummer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
($)
|
|
|
Termination
without Cause or
Resignation for
Good
Reason
(No COC)
($)
|
|
|
COC without
Termination
($)
|
|
|
Termination without
Cause or
Resignation for
Good Reason
(In Connection with
COC)
($)
|
|
|
Retirement
($)
|
|
|
Death/
Disability
($)
|
|
|
Cash Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
0
|
|
|
|
415,000
|
|
|
|
0
|
|
|
|
415,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Bonus
|
|
|
0
|
|
|
|
913,000
|
|
|
|
0
|
|
|
|
913,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
STI/MTI (2)
|
|
|
271,875
|
|
|
|
609,375
|
|
|
|
0
|
|
|
|
609,375
|
|
|
|
N/A
|
|
|
|
609,375
|
|
|
Acceleration under Equity &
Cash-Based Performance
Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Performance-based Stock
Options (3)
|
|
|
0
|
|
|
|
65,525
|
|
|
|
0
|
|
|
|
142,393
|
|
|
|
N/A
|
|
|
|
142,393
|
|
|
Accelerated Performance-based
RSUs (4)
|
|
|
0
|
|
|
|
791,444
|
|
|
|
0
|
|
|
|
1,567,676
|
|
|
|
N/A
|
|
|
|
1,567,676
|
|
|
Accelerated Time-based RSUs (5)
|
|
|
0
|
|
|
|
269,700
|
|
|
|
0
|
|
|
|
269,700
|
|
|
|
N/A
|
|
|
|
269,700
|
|
|
Plan Benefits (6) and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued Health and Welfare
Benefits (7)
|
|
|
0
|
|
|
|
15,664
|
|
|
|
0
|
|
|
|
15,664
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Outplacement Services (7)
|
|
|
0
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
TOTAL (8)
|
|
|
271,875
|
|
|
|
3,099,708
|
|
|
|
0
|
|
|
|
3,952,808
|
|
|
|
N/A
|
|
|
|
2,589,144
|
|
Compensation of Executive Officers and Directors
Edward J. Hoffman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
($)
|
|
|
Termination
without Cause or
Resignation for
Good
Reason
(No COC)
($)
|
|
|
COC without
Termination
($)
|
|
|
Termination without
Cause
or
Resignation for
Good Reason
(In Connection with
COC)
($)
|
|
|
Retirement
($)
|
|
|
Death/
Disability
($)
|
|
|
Cash Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
0
|
|
|
|
400,000
|
|
|
|
0
|
|
|
|
400,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Bonus
|
|
|
0
|
|
|
|
880,000
|
|
|
|
0
|
|
|
|
880,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
STI/MTI (2)
|
|
|
250,000
|
|
|
|
587,500
|
|
|
|
0
|
|
|
|
587,500
|
|
|
|
N/A
|
|
|
|
587,500
|
|
|
Acceleration under Equity & Cash-Based Performance
Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Performance-based Stock
Options (3)
|
|
|
0
|
|
|
|
54,138
|
|
|
|
0
|
|
|
|
120,952
|
|
|
|
N/A
|
|
|
|
120,952
|
|
|
Accelerated Performance-based
RSUs (4)
|
|
|
0
|
|
|
|
688,149
|
|
|
|
0
|
|
|
|
1,363,064
|
|
|
|
N/A
|
|
|
|
1,363,064
|
|
|
Accelerated Time-based RSUs (5)
|
|
|
0
|
|
|
|
269,700
|
|
|
|
0
|
|
|
|
269,700
|
|
|
|
N/A
|
|
|
|
269,700
|
|
|
Plan Benefits (6) and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued Health and Welfare
Benefits (7)
|
|
|
0
|
|
|
|
23,993
|
|
|
|
0
|
|
|
|
23,993
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Outplacement Services (7)
|
|
|
0
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
TOTAL (8)
|
|
|
250,000
|
|
|
|
2,923,480
|
|
|
|
0
|
|
|
|
3,665,209
|
|
|
|
N/A
|
|
|
|
2,341,216
|
|
The following footnotes relate to the preceding tables for our Other NEOs:
|
(1)
|
Unless otherwise specified, for purposes of our various plans and programs, retirement generally means either “normal retirement” after attaining age 65 with five years of credited service or “early
retirement” after attaining age 55 with 10 years of credited service. On December 31, 2016, Ms. Bazemore was eligible to retire and to receive benefits associated with retirement pursuant to the terms of her outstanding equity awards
and the other plans and programs referenced in the table. None of the Other NEOs were eligible to retire or receive benefits associated with retirement as of December 31, 2016.
|
|
(2)
|
Under our STI/MTI Plan, if an Other NEO’s employment is terminated:
|
|
|
•
|
|
by us without cause on or after December 31st of the STI period, but prior to the payment date of the STI award, the
NEO will remain eligible to receive a STI award (and corresponding MTI award), in each case with amounts to be paid at the same time as amounts are paid to other participants. In addition, if an NEO’s employment terminates on account of death
at any point during the performance period, the Compensation and Human Resources Committee, in its discretion, may allow the NEO’s estate, representatives, heirs or beneficiaries, as applicable, to remain eligible to receive all or a pro rata
portion of the NEO’s STI award and MTI award, following the end of the applicable performance periods. As set forth in the tables, the amounts deemed to be paid to each NEO for termination without cause or death as of December 31, 2016
represent: (i) the STI award that was paid to each NEO for 2016 performance, plus (ii) with respect to each NEO, the 2015 MTI award that was paid to such NEO (covering the 2015
|
Compensation of Executive Officers and Directors
|
|
through 2016 performance years). In addition, although not reflected in the tables above, the NEO (or his or her estate, representatives, heirs or beneficiaries, as applicable) would remain
eligible to receive the NEO’s 2016 MTI award (covering the 2016 through 2017 years) following the end of the 2017 performance period; and
|
|
|
•
|
|
by the NEO voluntarily after the establishment of his or her target MTI award (established in connection with payment of the NEO’s STI award) for a particular performance period, such NEO remains eligible to
receive such MTI award, with amounts to be paid at the same time as amounts are paid to other participants. As set forth in the table, the amounts deemed to have been paid to each NEO for voluntary termination as of December 31, 2016, represent
the 2015 MTI award that was paid to such NEO in 2017 (covering the 2015 through 2016 performance years).
|
None of the Other NEOs is
entitled to receive an STI award (and the corresponding MTI award) if: (i) his or her employment is terminated for any reason other than death before December 31st of the short-term performance year; (ii) the NEO’s employment is
terminated for cause; or (iii) the NEO voluntarily terminates employment after December 31st of a performance year but before the STI award is paid. The STI/MTI Plan does not provide for payment in the event of an NEO’s termination by
the executive for “good reason.” For additional information, see “Compensation Discussion and Analysis—IV. Primary Components of Compensation—B. Short-Term and Medium-Term Incentive Program.”
|
(3)
|
All performance-based stock options granted to our Other NEOs vest in full in connection with a change of control only if the NEO’s employment is terminated without cause or the NEO terminates employment for good
reason during the period beginning 90 days before the change of control and ending on the
one-year
anniversary of such change of control. In addition, all performance-based stock options granted to the Other
NEOs vest upon the Other NEO’s death, disability or retirement. Upon an involuntary termination without cause of a NEO or the NEO terminates employment for good reason, any unvested stock options would be prorated and would continue to remain
outstanding and would vest and become payable only upon the attainment of the performance goal set forth in such stock option agreement at the same time as other stock option recipients. The value of the options presented in the tables above
represents the aggregate of the excess of the closing price of our common stock on the NYSE at December 30, 2016 ($17.98), over the exercise price of the options that would be accelerated. See the Outstanding Equity Awards at 2016 Fiscal
Year-End
table above for the exercise prices of outstanding unvested options at December 30, 2016.
|
|
(4)
|
Vesting of performance-based RSUs granted to an Other NEO will be accelerated (at target) in connection with a change of control only if such Other NEO’s employment is terminated without cause or such Other NEO
terminates employment for good reason during the period beginning 90 days before the change of control and ending on the
one-year
anniversary of such change of control. In addition, except as provided in the
next sentence, all RSUs granted to the Other NEOs will vest at target upon an Other NEO’s retirement, death or disability. In the event of an Other NEO’s retirement, all performance-based RSUs would continue to remain outstanding and would
vest and become payable only upon the attainment of performance goals set forth in such RSU agreement at the same time as other participants. In the event of an Other NEO’s involuntary termination without cause or the NEO terminates employment
for good reason, the performance-based RSUs would have the number of RSUs be prorated and the award would continue to remain outstanding and would vest and become payable only upon the attainment of performance goals set forth in such RSU agreement
at the same time as other participants. The value of the RSUs included in the tables above represent the aggregate value of the RSUs that would be accelerated based on the closing price of our common stock on the NYSE at December 30, 2016
($17.98).
|
|
(5)
|
Vesting of time-based RSUs granted to an Other NEO will be accelerated in connection with a change of control only if such
Other NEO’s employment is terminated without cause or such Other NEO terminates employment for good reason during the period beginning 90 days before the change of control and ending on the
one-year
anniversary of such change of control. In addition, all time-based RSUs granted to the Other
|
Compensation of Executive Officers and Directors
|
|
NEOs will vest upon an Other NEO’s retirement, death, disability, an involuntary termination without cause, or the NEO terminates employment for good reason. The value of the time-based RSUs
included in the tables above represent the aggregate value of the RSUs that would be accelerated based on the closing price of our common stock on the NYSE at December 30, 2016 ($17.98).
|
|
(6)
|
Upon termination of the Other NEO’s employment with us, he or she 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 therefore are not presented in the tables above. Discretionary contributions, if any, made by our board of directors to each Other NEO’s BRP account, will become fully vested upon the Other NEO’s
death or disability and upon a change of control.
|
|
(7)
|
Under the severance agreements for the Other 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; and (ii) outplacement services for up to 12 months after termination (up to $20,000) in the event the Other NEO is terminated other than for cause or such Other NEO terminates employment for good reason.
|
|
(8)
|
Under the applicable agreements with each Other NEO, if amounts payable constitute an “excess parachute payment” within the meaning of Section 280G of the Code, we are required to reduce (but not below zero)
the amount of such payments if reducing such payments would, because of the impact of such reduction on the excise taxes payable in such situations, provide such Other NEO with a greater net
after-tax
amount
than would be the case if no reduction was made.
|
Assumptions, Definitions and Other Terms of Agreements
Set forth below is a description of the assumptions that were used in creating the tables above, and certain definitions and other material terms contained in the plans
and agreements described above. Unless otherwise noted, the descriptions below are applicable to all of the above tables relating to potential payments upon termination or change of control:
1995 and 2008 Equity Plans
. Our 1995 and 2008
Equity Plans include the following definition:
|
|
•
|
|
“Disability” is defined as a physical or mental impairment of sufficient severity that the NEO would be both eligible for and receiving benefits under our long-term disability plan.
|
1995, 2008 and 2014 Equity Plans
. Our 1995,
2008 and 2014 Equity Plans include the following definition:
|
|
•
|
|
“Change of Control” is generally defined as (1) an acquisition by any third party of 40% (20% under our 1995 Equity Plan) or more of our outstanding voting shares; (2) a sale of all or substantially
all of our assets; or (3) the replacement of a majority of the members of our board of directors over a
two-year
period (unless
|
|
|
|
the election of at least 75% of the new directors was approved by a vote of at least 75% of the directors who were in office at the beginning of such period).
|
2013 through 2016 Equity Award
Agreements
. Awards of stock options and RSUs granted in 2013 under our 2008 Equity Plan and in 2014 through 2016 under our 2014 Equity Plan include the following definitions
(except in the case of awards granted to Mr. Ibrahim, which refer to the terms as defined in the 2014 Agreement are described below):
|
|
•
|
|
“Cause” is generally defined as the NEO’s (A) indictment for, conviction of, or pleading nolo
contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (B) fraud, dishonesty, theft, or
misappropriation of funds in connection with the NEO’s duties with the Company and its subsidiaries, (C) material violation of the Company’s Code of Conduct or employment policies, as in effect from time to time, (D) gross
negligence or willful misconduct in the performance of the NEO’s duties with the Company and its subsidiaries, or (E) a breach of
|
Compensation of Executive Officers and Directors
|
|
|
any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an affiliate, in each case as determined in the sole discretion of the Committee; and
|
|
|
•
|
|
“Good Reason” is generally defined as: (i) a material diminution of the NEO’s authority, duties or responsibilities; (ii) a material reduction in the NEO’s base salary, which means a
reduction in base salary of 10% or more that does not apply generally to all similarly situated employees of the Company; or (iii) any material change in the geographic location at which the NEO must perform his duties to the Company and its
subsidiaries, which means the permanent relocation of the NEO’s principal place of employment to any office or location which is located more than 100 miles from the location where the NEO is based immediately prior to the change in location.
|
Benefit Restoration
Plan
. “Change of Control” is generally defined as it is defined above under our 1995, 2008 and 2014 Equity Plans.
Severance Agreements
. The severance
agreements for Ms. Bazemore and Messrs. Hall, Hoffman and Brummer include the following definitions:
|
|
•
|
|
“Cause” is defined as (i) misappropriation of funds with respect to the Company or its affiliates, (ii) habitual insobriety, (iii) substance abuse, (iv) a material violation of the Code of
Conduct and Ethics or employment policies of the Company or an affiliate, as in effect from time to time; (v) a breach of any written confidentiality, nonsolicitation or noncompetition covenant with the Company or an affiliate,
(vi) conviction of a crime involving moral turpitude, or (vii) gross negligence in the
|
|
|
|
performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its affiliates taken as a
whole or, where the executive officer’s professional efforts are principally on behalf of a single affiliate of the Company, a material adverse effect on the business, operations, assets, properties or financial condition of such affiliate.
|
|
|
•
|
|
“Good Reason” is defined as: (i) any material diminution by the Company of the authority, duties or responsibilities of the executive officer; (ii) any material reduction in the executive
officer’s base salary, which means a reduction in base salary of ten (10) percent or more that does not apply generally to all similarly situated officers of the Company; (iii) any material change in the geographic location at which
the executive officer must perform his or her duties to the Company, which means the permanent relocation of the executive officer’s principal place of employment to any office or location which is located more than one hundred (100) miles
from the location where the executive officer is based immediately prior to the change in location; or (iv) any action or inaction that constitutes a material breach by the Company of the severance agreement.
|
|
|
•
|
|
“Disability” is defined by reference to our long-term disability plan.
|
General
. Unless otherwise specified, (1) all of the payments described in this section would be made from the funds of, and
the benefits described would be provided by, us, or by the surviving company in the event of a change of control of Radian, and (2) all payments would be made in the form of a single lump sum.
Other Information
OTHER INFORMATION
Expenses of Solicitation
We will bear the entire cost of preparing and soliciting proxies. In addition to the solicitation of proxies by mail, we will request that banks, brokers and other
record holders send proxies and proxy materials to the beneficial owners of our common stock and secure their voting instructions, if necessary. We will reimburse the record holders for their reasonable expenses in taking those actions. We have also
made arrangements with Alliance Advisors, LLC to assist us in soliciting proxies and have agreed to pay them a fee not expected to exceed $22,500 plus reasonable and approved expenses for these services. If necessary, we may use several of our
regular employees or directors, who will not be specially compensated, but who will be entitled to reimbursement for actual expenses incurred in connection with the solicitation, to solicit proxies from our stockholders, either personally or by
telephone, email, facsimile or letter.
Incorporation by Reference
The information contained in this proxy statement under the headings “Compensation of Executive Officers and Directors—Compensation and Human Resources
Committee Report” and “Corporate Governance and Board Matters—Audit Committee 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.
Stockholder Proposals for the 2018 Annual Meeting
Stockholders interested in submitting a proposal for inclusion in our proxy statement for next
year’s annual meeting must do so in compliance with applicable SEC rules and regulations. Under Rule
14a-8
adopted by the SEC, to be considered for inclusion in our proxy materials for our 2018 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 11, 2017. If the date of our 2017 Annual Meeting 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
to comply with the various provisions of Rule
14a-8,
which governs the basis on which such stockholder proposals can be included or excluded from company-sponsored proxy materials.
If a stockholder desires to submit a proposal for consideration at the 2018 annual meeting, but not have the proposal included with our proxy solicitation materials
relating to the 2018 annual meeting, the stockholder must comply with the procedures set forth in our
By-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 9, 2018 but no earlier than January 10, 2018 (except that if the date of the 2018 annual meeting of stockholders is more than 30 days before or more than 60
days after the anniversary date of the 2017 Annual Meeting, notice by the stockholder must be received between the close of business on the 120th day before and the close of business on the 90th day before the date of the 2018 annual meeting or, if
the first public announcement of the date of the 2018 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 our
By-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
Other Information
as certain other information. A copy of the full text of the relevant
By-Law
provisions, which includes the complete list of the information that must be
submitted to us before a stockholder may submit a proposal at the 2018 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 our
By-Laws
is also posted on the Corporate Governance section of our website
(www.radian.biz)
. The procedures for
stockholders to follow to nominate candidates for election to our board of directors 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 2017 Annual Meeting.
Annual Report on Form
10-K
We filed our Annual Report on Form
10-K
for the year ended
December 31, 2016 with the SEC on February 27, 2017. We will mail to you without charge, upon written request, a copy of our 2016 Form
10-K,
excluding exhibits. Please send a written request to
Investor Relations, Radian Group Inc., 1601 Market Street, Philadelphia, Pennsylvania 19103-2337. Our 2016 Form
10-K
may also be accessed and printed directly from our website at
www.ir.radian.biz
. Our 2016 Annual Report to Stockholders, which includes our 2016 Form
10-K,
is not incorporated into this
proxy statement and is not considered proxy soliciting material.
Important Notice of Internet
Availability of Proxy Materials for the Annual Meeting
Pursuant to rules issued by the SEC, we have elected to provide access to our proxy materials both
by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy statement on the Internet. This proxy statement and our 2016 Annual Report to
Stockholders are available on the Investor Relations page of our website at
www.radian.biz/StockholderReports
.
Householding Proxy Materials
Stockholders residing in the same household who hold their stock through a bank or broker may receive only one set of
proxy materials in accordance with a notice sent earlier by their bank or broker. This practice will continue unless instructions to the contrary are received by your bank or broker from one or more of the stockholders within the household. This
practice of sending only one copy of proxy 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 proxy materials. You may request such additional copies by calling
215-231-1035
or
writing to Investor Relations, Radian Group Inc., 1601 Market Street, Philadelphia, Pennsylvania 19103-2337.
If you hold your shares in “street name” and
reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household is receiving multiple copies of the proxy
materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker.
Other Matters
Management knows of no matters to be presented for action at the Annual Meeting other than those discussed in this proxy statement.
However, if any other matters properly come before the Annual Meeting, it is intended that the persons named as proxies will vote on such other matters in accordance with their judgment of the best interests of Radian.
Appendix A
RADIAN GROUP INC.
EQUITY COMPENSATION PLAN
(Amended and Restated as of May 10, 2017)
The purpose of the Radian Group Inc. Equity Compensation Plan (formerly, the Radian Group Inc. 2014 Equity Compensation Plan), as amended and restated
as of May 10, 2017 (the “Plan”), is to promote the interests of Radian Group Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), by providing employees,
non-employee
directors, independent contractors, consultants, and advisors of the Company with appropriate incentives and by aligning their long-term interests with those of the Company’s stockholders.
The Plan is the successor to the Radian Group Inc. Amended and Restated 2008 Equity Compensation Plan (the “2008 Plan”). No incentive awards have been granted under the 2008 Plan after the May 14, 2014 initial effective date of the
Plan.
The amended and restated Plan will be effective as of May 10, 2017, subject to approval by the Company’s stockholders (the
“2017 Amendment Effective Date”) at the Company’s 2017 annual meeting of stockholders. Except for the changes made to Section 17(a), which changes shall apply to all past and future Grants made under the Plan, changes made pursuant to
this amendment and restatement shall only apply to Grants made on or after the 2017 Amendment Effective Date. Except for the changes made to Section 17(a), Grants made prior to the 2017 Amendment Effective Date shall continue to be governed by the
applicable Grant Letters and the terms of the Plan without giving effect to changes made pursuant to this amendment and restatement, and the Committee shall administer such Grants in accordance with the Plan without giving effect to changes made
pursuant to this amendment and restatement.
Capitalized terms used in the Plan shall have the definitions specified or otherwise
referenced in Section 23 below, unless the context otherwise requires.
The following incentives may be granted under the Plan: Stock Options (as
defined in Section 6(a) below), Restricted Stock Grants (as defined in Section 7 below), Restricted Stock Units (as defined in Section 7 below), SARs (as defined in Section 8 below), and Performance Share Awards (as defined in
Section 9 below). Each award of an incentive under the Plan is referred to herein as a “Grant.” All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions of any nature as the
Committee deems appropriate and specifies in writing to the Grantee in order to evidence the Grant (including all amendments thereto, the “Grant Letter”), as long as they are not inconsistent with the Plan. Grants under any section of the
Plan need not be uniform as among the Grantees receiving the same type of Grant, and Grants under two or more Sections of the Plan may be combined in one Grant Letter.
|
|
3.
|
Shares subject to the Plan
|
(a)
Maximum Number
of Shares
.
Subject to adjustment as provided in Section 3(e) below, the maximum aggregate number of shares of the Company’s common stock, par value $0.001 (“Common Stock”), that may be issued under the Plan with respect to
Grants made on or after the 2017 Amendment Effective Date, is 16,998,328 shares of Common Stock, which is calculated as follows: (i) 7,950,000 shares, plus (ii) the number of shares that remained available for Grants under the Plan
(1,004,109 shares as of December 31, 2016), plus (iii) the number of shares of Common Stock subject to outstanding Grants that are payable in shares under the Plan, which terminate, expire, or are cancelled, forfeited, exchanged, or
surrendered (up to 4,808,821 shares as
of December 31, 2016), plus (iv) the number of shares of Common Stock subject to outstanding awards that are payable in shares under the 2008 Plan, which terminate, expire, or are cancelled,
forfeited, exchanged, or surrendered (up to 3,235,398 as of December 31, 2016) (the “2008 Plan Shares”). The number of shares under Section 3(a)(ii) above shall be reduced by the number of shares subject to Grants made under the Plan
after December 31, 2016 and before the 2017 Amendment Effective Date. The share reserve represents an increase of 7,950,000 shares under this amendment and restatement. The aggregate number of shares reserved for issuance under this Plan
as of the 2017 Amendment Effective Date, including the 2008 Plan Shares, is referred to as the “2017 Plan Reserve.” If and to the extent that any outstanding award that is payable in cash under the 2008 Plan is amended to provide for
payment in shares of Common Stock, such shares shall be issued under this Plan and, to the extent so amended on or after the 2017 Amendment Effective Date, shall count against the 2017 Plan Reserve as described in Section 3(d) below, as if they were
Grants under this Plan. In addition, shares of Common Stock shall be issued under the Plan with respect to dividend equivalents that are credited after May 14, 2014 on outstanding awards granted under the 2008 Plan or the Company’s prior
equity compensation plan, and to the extent credited on or after the 2017 Amendment Effective Date, such shares shall count against the 2017 Plan Reserve.
(b)
Individual Limits
.
(1) The individual limits on the number of shares that may be subject to Grants in a
calendar year are as follows:
(i) The maximum aggregate number of shares of Common
Stock to which Stock Options or SARs may be granted under the Plan to any individual Grantee (other than a
non-employee
director) during any calendar year is 1,000,000 shares, subject to adjustment pursuant to
Section 3(e) below.
(ii) The maximum aggregate number of shares of Common Stock to
which Restricted Stock Grants, Restricted Stock Units, or Performance Share Awards may be granted under the Plan to any individual Grantee (other than a
non-employee
director) during any calendar year as
Performance Awards under Section 10 is 1,000,000 shares, subject to adjustment pursuant to Section 3(e) below.
(iii) The maximum grant date value of shares subject to Grants granted to any
non-employee
director during any calendar year shall not exceed $500,000 in total value. For purposes of this limit, the value of such Grants shall be calculated based on the grant date fair value of such Grants for
financial reporting purposes.
(iv) The foregoing individual share limits shall
apply without regard to whether such Grants are to be paid in shares of Common Stock or cash.
(2) For dividends and dividend equivalents that are intended to comply with the
performance-based compensation exception under Section 162(m) of the Code, the maximum amount of cash dividends and dividend equivalents that any individual Grantee (other than a
non-employee
director) may
accrue for any calendar year with respect to Restricted Stock Grants, Restricted Stock Units, or Performance Share Awards is $250,000.
(c)
Shares Restored to the 2017 Plan Reserve
.
The shares issued under the Plan may be
authorized but unissued shares or reacquired shares. If and to the extent that (i) Stock Options or SARs granted under the Plan terminate, expire, or are canceled without having been exercised, (ii) any shares of Restricted Stock or any
Restricted Stock Units or Performance Share Awards granted under the Plan are forfeited or otherwise terminate or are cancelled without being vested or settled in full, or (iii) any outstanding awards under the 2008 Plan as of the 2017
Amendment Effective Date that are payable in shares (“2008 Plan Awards”)
terminate, expire, or are canceled without having been exercised, vested or settled in full, as applicable, the shares subject to such Grant or 2008 Plan Awards shall be restored to the 2017 Plan
Reserve and shall again be available for Grants under the Plan, computed as provided in Section 3(d) below. With respect to stock-based Grants that are settled solely in cash (and not Common Stock), the Common Stock on which the awards are based
shall not count against the 2017 Plan Reserve. For the avoidance of doubt, the following shares shall not again be made available for subsequent Grants under the Plan: (1) shares not issued as a result of the net settlement of any Grant or 2008
Plan Award that is a stock-settled SAR; (2) shares tendered or withheld to pay the exercise price or withholding taxes related to a Grant or 2008 Plan Award; or (3) shares repurchased on the open market with the proceeds of the exercise
price of any Grant or 2008 Plan Award.
(d)
Flexible Plan Reserve
.
(1) Each Stock Option or SAR (other than an SAR providing for settlement solely in cash,
which shall not count against the 2017 Plan Reserve) granted under this Plan on or after the 2017 Amendment Effective Date shall reduce the 2017 Plan Reserve available for grant under the Plan by one (1) share for every share subject to such
Grant.
(2) Each Restricted Stock Grant, Grant of Restricted Stock Units, or
Performance Share Award (other than a Grant providing for settlement solely in cash, which shall not count against the 2017 Plan Reserve) granted under this Plan on or after the 2017 Amendment Effective Date (collectively, “Full Value
Grants”) shall reduce the 2017 Plan Reserve available for grant under the Plan by 1.31 shares for every share subject to such Full Value Grant.
(3) To the extent that shares subject to Stock Options or SARs granted under the Plan,
or 2008 Plan Awards that are stock options or stock-settled stock appreciation rights, are restored to the 2017 Plan Reserve through the operation of clause (i) or (iv) of Section 3(c) above, such shares shall increase the 2017 Plan Reserve
available for grant under the Plan by one (1) share for each share so restored. To the extent that shares subject to Full Value Grants under the Plan are restored to the 2017 Plan Reserve through the operation of clause (ii) of Section
3(c) above, such shares shall increase the 2017 Plan Reserve available for grant under the Plan by 1.31 shares for each share so restored. To the extent that shares subject to full value grants under the 2008 Plan are restored to the 2017 Plan
Reserve through the operation of clause (iv) of Section 3(c) above, such shares shall increase the 2017 Plan Reserve available for grant under the Plan by the applicable formula used under the 2008 Plan (1.19 shares for each share restored for
full value grants made on or after the effective date of the 2011 plan restatement and 1.14 shares for each share restored for full value grants made on or after the effective date of the 2009 plan restatement and before the effective date of the
2011 plan restatement).
(e)
Adjustment upon Changes in Capitalization
.
If any change
is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of
consideration), then unless such event or change results in the termination of all outstanding Grants under the Plan, the Committee shall preserve the value of the outstanding Grants by adjusting the maximum number and class of shares issuable under
the Plan to reflect the effect of such event or change in the Company’s capital structure, and by making appropriate adjustments to the number and class of shares, the exercise price of each outstanding Grant, any performance goals, and other
terms, as applicable. Any fractional shares resulting from such adjustments shall be eliminated by rounding any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in each case to the nearest
whole number.
(a)
Composition of
Committee
.
The Plan shall be administered and interpreted by the Compensation and Human Resources Committee of the Board or such other committee of the Board as may be
appointed from time to time by the Board (the “Committee”);
provided
,
however
, that grant decisions made hereunder shall be made by at least two members of the Committee,
each of whom shall be (i) “outside directors” as defined under Section 162(m) of the Code, (ii)
“non-employee
directors” as defined in Rule
16b-3
under the Exchange Act, and (iii) “independent directors” under the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Common Stock is then listed. Subject to the requirements above in
Sections 4(a)(i), (ii), and (iii), a majority of the independent directors of the Company, in their sole discretion, may exercise any or all authority of the Committee under the Plan in lieu of the Committee, and in such instances references herein
to the Committee shall be deemed to refer to such directors.
(b)
Powers of the Committee
.
Subject to the express provisions and limitations set forth in this Plan, the Committee shall have the sole authority to determine: (i) who from among the Eligible Participants will receive Grants under the Plan; (ii) the type, size,
and terms of each Grant under the Plan; (iii) the time when each Grant will be made and the duration and terms of any exercise, vesting or restriction periods (subject to the limitations on vesting set forth in the Plan); (iv) any restrictions
on resale applicable to the shares to be issued or transferred pursuant to the Grant; (v) whether any Grant shall be subject to any
non-competition,
non-solicitation,
confidentiality, clawback, or other covenants or conditions; and (vi) any other matters arising under the Plan. Subject to the requirements in Section 4(a), the actions of a majority of
the members of the Committee at a meeting at which a quorum is present, or actions unanimously approved in writing by all members of the Committee, shall constitute actions of the Committee for purposes of the Plan;
provided
,
however
,
that the Committee may also act by delegated authority pursuant to Section 4(c) below. The Committee shall have full power and discretionary authority to administer and interpret the Plan and to adopt or amend such rules, procedures, agreements and
instruments as it may deem appropriate for the proper administration of the Plan. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interest in the Plan or in any Grants under the Plan. No person acting under this Section 4 shall be held liable for any action or determination made with respect to the Plan or any Grant under the Plan, except
for the willful misconduct or gross negligence of such person. All Grants shall be made conditional upon the Participant’s acknowledgment, by acceptance of the Grant (whether electronic or otherwise), that all decisions and determinations of
the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant.
(c)
Delegation and Administrative Action
.
The Committee may delegate to one or more
separate committees (any such committee, a “Subcommittee”) composed of at least two members of the Committee who meet the requirements of Sections 4(a)(i), (ii), and (iii), one of whom shall be the member then serving as the chairman of
the Committee, the ability to make Grants, as provided in Section 4(b) above, and to exercise all powers of the Committee described herein. Any such actions of a Subcommittee shall be treated for all purposes as if taken by the Committee. The
Committee may also delegate to the Chief Executive Officer of the Company the authority to make Grants under the Plan to employees, independent contractors, consultants, and advisors who are not subject to the restrictions of Section 16(b) of the
Exchange Act, provided the Grants are not intended to meet the requirements of “qualified performance based compensation” pursuant to the requirements of Section 162(m) of the Code and provided the Grants are made in accordance with
appropriate parameters set by the Committee in accordance with applicable law. Furthermore, the Committee may delegate certain administrative matters under the Plan to such other officer or officers of the Company as determined in the
Committee’s discretion, and such administrator(s) may have the authority to execute and distribute Grant Letters in accordance with the Committee’s determinations, to maintain records relating to the granting, vesting, exercise, forfeiture
or expiration of Grants, to process or oversee the issuance of shares or cash upon the exercise, vesting and/or settlement of a Grant, and to take such other administrative actions as the Committee may specify. Any delegation by the Committee
pursuant to this Section 4(c) shall be subject to such conditions and limitations as may be determined by the Committee and shall be subject to and limited by applicable law or regulation, including without limitation the General Corporation Law of
the State of Delaware and the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Common Stock is then listed.
|
|
5.
|
Eligibility for Participation
|
(a)
Eligibility
.
Employees of the Company,
non-employee
members of the Board, and independent contractors, consultants, and advisors to the Company shall be eligible to participate in the Plan (referred to individually as an “Eligible
Participant” and collectively as “Eligible Participants”). Only Eligible Participants who are employees of the Company shall be eligible to receive Performance Share Awards. All Eligible Participants shall be eligible to receive Stock
Options, Restricted Stock Grants, Restricted Stock Units, and SARs. Those Eligible Participants who are selected by the Committee to receive Grants under the Plan are referred to individually as a “Grantee” and collectively as the
“Grantees.”
(b)
Continued Service
.
With respect to a Grantee who is an
employee of the Company, a leave of absence by the Grantee, if in accordance with Company policy or otherwise approved by the Company, shall not be deemed a termination or interruption of the continuous employment of the Grantee for purposes of the
Plan. For purposes of this Plan, unless provided otherwise by the Committee in the Grant Letter, a Participant’s employment or service will not be deemed to have terminated merely because of a change in the capacity in which the Participant
renders service to the Company as an employee,
non-employee
member of the Board, independent contractor, consultant, or advisor or a change in the Company entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s continuous employment or service to the Company. For the avoidance of doubt, the provisions of the Plan that refer to “retirement” and “disability”
shall not apply to a Grantee who is an independent contractor, consultant, or advisor.
(a)
Grant and Number of
Shares
.
The Committee may grant stock options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code (“Stock Options”), in accordance with the terms and
conditions set forth in this Section 6. The Committee, in its sole discretion, shall determine the number of shares of Common Stock that will be subject to each Stock Option.
(b)
Exercise Price
.
The option exercise price per share of each Stock Option shall not be
less than the Fair Market Value of a share of Common Stock on the date of grant (as determined pursuant to this subsection (b)). For valuation purposes under the Plan, the “Fair Market Value” of a share of Common Stock shall be the closing
price at which the Common Stock shall have been sold regular way on the New York Stock Exchange on the date as of which such value is being determined or, if no sales occurred on such day, then on the next preceding day on which there were such
sales, or, if at any time the Common Stock shall not be listed on the New York Stock Exchange, the Fair Market Value as determined by the Committee on the basis of available prices for such Common Stock or in such manner as may be authorized by
applicable regulations under the Code.
(c)
Exercise Period
.
The Committee shall
determine the option exercise period of each Stock Option. The exercise period shall not exceed ten years from the date of grant.
(d)
Vesting of Options; Restrictions on Shares; Acceleration of Vesting
.
The Committee
shall determine the vesting terms for Stock Options. The Committee may impose upon the shares of Common Stock issuable upon the exercise of a Stock Option such restrictions as it deems appropriate and specifies in the Grant Letter. The vesting
period for any Stock Option shall be a minimum of one year from the grant date;
provided however
, that up to 10% of the number of shares subject to the 2017 Plan Reserve as set forth in this Plan may be subject to Grants with a shorter or no
vesting period, restriction period, or performance period, as applicable. Notwithstanding the foregoing, the vesting of Stock Options may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the
Grantee’s retirement, disability, other termination of employment, or death, or upon a Change of Control.
(e)
Manner of Exercise
.
A Grantee may exercise a Stock Option by delivering a duly
completed notice of exercise to the Company or its designee. Unless other arrangements satisfactory to the
Company are made, no shares of Common Stock shall be issued on the exercise of a Stock Option unless the exercise price and applicable tax withholding are paid in full at the time of exercise.
Payment for shares of Common Stock purchased upon the exercise of a Stock Option shall be made (i) in cash or, (ii) if so permitted by the Committee and subject to such conditions as may be established by the Committee, (1) by
tendering (actually or by attestation) shares of Common Stock owned by the Grantee and valued at the then Fair Market Value thereof, (2) by having shares subject to the exercisable Stock Option withheld to pay the exercise price, with the
shares valued at the then Fair Market Value thereof, (3) by authorizing a third party to sell shares of Common Stock acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the
exercise price and any applicable tax withholding resulting from such exercise, or (4) by any combination of the foregoing. The shares of Common Stock so purchased will be issued and delivered to the person entitled thereto or, at the
Company’s sole discretion, by book entry into a brokerage or other account designated by the Company for such purpose. No person shall have any rights as a stockholder with respect to any share of Common Stock covered by a Stock Option unless
and until such person shall have become the holder of record of such share. Except as otherwise permitted in Section 3(e) hereof, no adjustment shall be made for dividends or dividend equivalents (ordinary or extraordinary, whether in cash,
securities, or other property or distributions or other rights) with respect to Stock Options.
|
|
7.
|
Restricted Stock Grants and Restricted Stock Units
|
The Committee may (i) issue shares of
Common Stock to an Eligible Participant subject to such restrictions as the Committee shall determine (a “Restricted Stock Grant”), or (ii) grant to an Eligible Participant the right to receive shares of Common Stock, or, if so
designated in the Grant Letter, cash equal to the Fair Market Value of shares of Common Stock, upon the lapsing of such restrictions as the Committee shall determine (“Restricted Stock Units”).
(a)
General Requirements
.
All conditions and restrictions imposed under each Restricted
Stock Grant or Grant of Restricted Stock Units, including (as applicable) the employment or service period and the performance period, during which the Restricted Stock Grant or Restricted Stock Units will remain subject to such restrictions, shall
be set forth in the Grant Letter and designated therein as the “Restriction Period.” The restrictions imposed under any Restricted Stock Grant or grant of Restricted Stock Units shall lapse on such date or dates as the Committee may
specify. In the case of a Restricted Stock Grant, on the grant date, the specified number of shares of Restricted Stock shall be issued subject to the provisions of this Section 7. In the case of Restricted Stock Units, on the grant date, the
Company shall credit to a bookkeeping account established on its records the specified number of Restricted Stock Units awarded to the Grantee (without the creation of any trust or segregated account).
(b)
Number of Shares and Form of Payment
.
The Committee, in its sole discretion, shall
determine the number of shares of Common Stock that will be subject to each Restricted Stock Grant or the number of Restricted Stock Units to be granted. Payments with respect to Restricted Stock Units may be made in cash, in Common Stock, or in a
combination of the two, as determined by the Committee and specified in the Grant Letter.
(c)
Requirement of Employment or Service Relationship with Company
.
Except as otherwise
specified in the Grant Letter, if the Grantee’s employment or service relationship with the Company terminates during the period designated in the Grant Letter as the Restriction Period, the Restricted Stock Grant or Grant of Restricted Stock
Units shall terminate as to all shares covered by the Grant for which the restrictions have not lapsed, and in the case of Restricted Stock, such shares shall be immediately forfeited to the Company. The Restriction Period for any Restricted Stock
Grant or Grant of Restricted Stock Units that is based solely upon a continuing employment or service relationship with the Company shall be a minimum of three years from the grant date, and the Restriction Period for any Restricted Stock Grant or
Grant of Restricted Stock Units that is based upon performance criteria shall be based upon performance over a minimum period of one year;
provided however
, that up to 10% of the number of shares subject to the 2017 Plan Reserve as set forth
in this Plan may
be subject to Grants with a shorter or no vesting period, restriction period, or performance period, as applicable. Notwithstanding the foregoing, the lapse of the restrictions on a Restricted
Stock Grant or Grant of Restricted Stock Units may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the Grantee’s retirement, disability, other termination of employment, or death, or upon a
Change of Control.
(d)
Restrictions on Transfer and Issuance of Stock Certificates
.
During the Restriction Period, a Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Restricted Stock for which the restrictions have not yet lapsed, except to a Successor Grantee pursuant to Section 11(a)
below. The Grantee shall not be entitled to the delivery of any stock certificate or certificates representing unrestricted shares subject to a Restricted Stock Grant or a Grant of Restricted Stock Units until any and all restrictions on such Grant
and shares shall have lapsed. With respect to a Restricted Stock Grant, the Company may issue shares subject to such restrictive legends or stop-transfer instructions as it deems appropriate, and may provide for the escrow or retention of custody of
such shares, including in book-entry form, during the Restriction Period.
(e)
Restricted Stock
Grants—Stockholder Rights; Dividends
.
In the case of a Restricted Stock Grant, except as provided in this Section 7 and except as the Committee otherwise specifies, during the Restriction Period, the Grantee shall have all of
the rights of a stockholder with respect to the shares subject to the Restricted Stock Grant, including the right to vote the shares and the right to receive any cash dividends, as described below. Any such dividends on Restricted Stock Grants shall
accrue and be subject to the same restrictions as the underlying Restricted Stock Grant, and such restrictions shall lapse, and the dividends shall be payable at the same time as the restrictions on the underlying Restricted Stock Grant lapse
(unless the dividends are deferred pursuant to Section 409A of the Code). Unless otherwise specified in the Grant Letter, accrued dividends will not accrue interest.
(f)
Restricted Stock Units—No Stockholder Rights; Dividend Equivalents
.
In the case
of Restricted Stock Units, during the Restriction Period, the Grantee shall not have any of the rights of a stockholder with respect to the shares subject to such Restricted Stock Units, including voting or dividend rights, and shall be an unsecured
creditor of the Company. The Committee may provide in the Grant Letter that the Grantee shall be entitled to dividend equivalent rights with respect to Restricted Stock Units as and when dividends are payable on Common Stock. Any such dividend
equivalents shall be credited to the Grantee’s bookkeeping account on the dividend payment date and shall be accrued as a cash obligation or additional Restricted Stock Units, as determined by the Committee. Unless otherwise specified in the
Grant Letter, deferred dividend equivalents will not accrue interest. The restrictions with respect to any dividend equivalents underlying Restricted Stock Units shall lapse and such dividend equivalents shall become payable at the same time as the
restrictions on the underlying Restricted Stock Units lapse and the Restricted Stock Units are payable (unless the dividend equivalents are deferred pursuant to Section 409A of the Code).
(g)
Settlement
.
With respect to Restricted Stock Grants, and Restricted Stock Units that
are to be settled in shares of Common Stock, during a period specified in the Grant Letter, the Company shall cause the applicable number of shares of Common Stock to be issued in the name of, and delivered to, the Grantee at the Company’s
corporate headquarters in Philadelphia, Pennsylvania or, at the Company’s sole discretion, by book entry into a brokerage or other account designated by the Company for such purpose, whereupon the Grantee shall have all of the rights of a
stockholder with respect to such shares. Fractional shares will be paid in cash. Settlement of Restricted Stock Units that are payable in cash shall be made during a period specified in the Grant Letter.
|
|
8.
|
Stock Appreciation Rights
|
(a)
General
Provisions
.
The Committee may grant stock appreciation rights (“SARs”) as provided in this Section 8. The Committee may grant stand-alone SARs, or may grant SARs in conjunction with all or part of any Stock Option granted
under the Plan. The exercise price of each SAR shall not be less than the Fair Market Value of a share of Common Stock as of the date of grant of the SAR.
(b)
Number of SARs
.
The Committee shall
determine the number of SARs granted to any Grantee.
(c)
Settlement Amount
.
Upon a
Grantee’s exercise of SARs, the Grantee shall receive in settlement of such SARs an amount equal to the stock appreciation for the number of SARs exercised, payable in cash, Common Stock, or a combination thereof (as determined by the Committee
and specified in the Grant Letter). The “stock appreciation” for an SAR is the amount by which the Fair Market Value of the underlying Common Stock on the date of exercise of the SAR exceeds the exercise price of the SAR.
(d)
Exercise Period
.
The Committee shall determine the option exercise period of each SAR
Grant. The exercise period shall not exceed ten years from the date of grant.
(e)
Manner of
Exercise
.
A Grantee may exercise an SAR by delivering a duly completed notice of exercise to the Company or its designee. Unless other arrangements satisfactory to the Company are made, no shares of Common Stock or cash shall be issued
upon the exercise of an SAR unless the applicable tax withholding is paid in full at the time of exercise as described in Section 17(a). If shares of Common Stock are issued upon exercise of an SAR, such shares will be issued and delivered to the
person entitled thereto or, at the Company’s sole discretion, by book entry into a brokerage or other account designated by the Company for such purpose. No person shall have any rights as a stockholder with respect to any share of Common Stock
covered by an SAR unless and until such person shall have become the holder of record of such share. Except as otherwise permitted in Section 3(e) hereof, no adjustment shall be made for dividends or dividend equivalents (ordinary or extraordinary,
whether in cash, securities, or other property or distributions or other rights) with respect to SARs.
(f)
Vesting of SARs; Restrictions on Shares; Acceleration of Vesting
.
The Committee shall
determine the vesting terms for SARs. The Committee may impose upon the shares of Common Stock issuable upon the exercise of an SAR such restrictions as it deems appropriate and specifies in the Grant Letter. The vesting period for any SAR shall be
a minimum of one year from the grant date;
provided however
, that up to 10% of the number of shares subject to the 2017 Plan Reserve may be subject to Grants with a shorter or no vesting period, restriction period, or performance period, as
applicable. Notwithstanding the foregoing, the vesting of SARs may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the Grantee’s retirement, disability, other termination of employment, or
death, or upon a Change of Control.
|
|
9.
|
Performance Share Awards
|
(a)
General
Provisions
.
The Committee may grant Performance Share Awards (“Performance Share Awards”) to employees of the Company as provided in this Section 9. A Performance Share Award shall entitle the Grantee to receive shares of
Common Stock or cash upon settlement of the Performance Share Award, contingent upon the satisfaction of specified performance goals established by the Committee and such other terms as the Committee deems appropriate. The terms and conditions of
each Performance Share Award, including the Grantee, the target number of shares thereunder, the performance goals, the award term, and the formula, method, or matrix for determining payout, shall be determined by the Committee and shall be set
forth in the Grant Letter.
(b)
Number of Shares; Accounts; Form of Payment
.
The
Committee, in its sole discretion, shall determine the target number of shares of Common Stock that will be subject to each Performance Share Award. Payments with respect to Performance Share Awards may be made in cash or shares of Common Stock, as
determined by the Committee and specified in the Grant Letter. The actual number of shares or amount of cash that may be paid upon settlement of a Performance Share Award will be determinable at the conclusion of the performance period or as
otherwise determined by the Committee and specified in the Grant Letter. The Company shall establish on its records and maintain a bookkeeping account in which shall be recorded the number of shares of Common Stock subject to a Performance Share
Award (without the creation of any trust or segregated account).
(c)
Vesting of Performance Share Awards; Restrictions on
Shares; Acceleration of Vesting
.
The Committee shall determine the vesting terms and performance goals for Performance Shares Awards. The performance goals for Performance Share Awards shall be based on performance over a minimum period
of one year,
provided
,
however
, that up to 10% of the number of shares subject to the 2017 Plan Reserve may be subject to Grants with a shorter or no vesting period, restriction period, or performance period, as applicable.
Notwithstanding the foregoing, the vesting of Performance Share Awards may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the Grantee’s retirement, disability, other termination of
employment, or death, or upon a Change of Control.
(d)
Settlement
.
With respect to
Performance Share Awards that are to be settled in shares of Common Stock, during a period specified in the Grant Letter following the conclusion of the performance period, the Grantee shall receive in settlement of such Performance Share Award a
number of shares of Common Stock as may be determined in accordance with the Grant Letter. Fractional shares will be paid in cash. Settlement of Performance Share Awards that are payable in cash shall be made during a period specified in the Grant
Letter.
(e)
No Rights as a Stockholder
.
The Grantee shall not have any of the rights
of a stockholder with respect to the shares subject to outstanding Performance Share Awards, including voting or dividend rights, and shall be an unsecured creditor of the Company. The Committee may provide in the Grant Letter that the Grantee shall
be entitled to dividend equivalent rights as and when dividends are payable on Common Stock. Any such dividend equivalents shall be credited to the Grantee’s bookkeeping account on the dividend payment date and shall be accrued as a cash
obligation or additional Performance Share Awards, as determined by the Committee and specified in the Grant Letter. Unless otherwise specified in the Grant Letter, dividend equivalents will not accrue interest. Any dividend equivalents underlying
Performance Share Awards shall vest and become payable at the same time as the underlying Performance Share Awards vest and become payable (unless such dividend equivalents are deferred pursuant to Section 409A of the Code).
|
|
10.
|
Qualified Performance Based Compensation
|
(a)
Designation as Qualified Performance-Based Compensation
.
The Committee may determine
that Restricted Stock Grants, a Grant of Restricted Stock Units, or Performance Share Awards made to an Eligible Participant shall be considered “qualified performance-based compensation” under Section 162(m) of the Code (a
“Performance Award”), in which case such Performance Award shall be contingent upon the achievement of
pre-established
objective performance goals and other terms as set forth in this
Section 10.
(b)
Performance Goals
.
When Performance Awards are granted under
this Section 10, the Committee shall establish in the Grant Letter (i) the objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the
performance goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of Section 162(m) of the Code for “qualified performance-based compensation.” The performance goals
shall be intended to satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance
goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee shall not have discretion to increase the amount of compensation
that is payable pursuant to Grants identified by the Committee as “qualified performance-based compensation.”
(c)
Criteria Used for Objective Performance Goals
.
The Committee shall use objectively
determinable performance goals based on one or more of the following criteria: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating
pre-tax
earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on
capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and
reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin,
labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), credit quality, ,
risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios,
pre-tax
earnings or variations of income criteria in varying
time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria
consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost
targets or goals relating to acquisitions, or divestitures. The performance goals may relate to one or more business units or the performance of the Company and its subsidiaries as a whole, or any combination of the foregoing. Performance goals need
not be uniform as among Grantees.
(d)
Timing of Establishment of Goals
.
Achievement
of performance goals with respect to a Performance Award shall be measured over a performance period as specified by the Committee. Performance goals, amounts payable upon achievement of such goals, and other material terms of Performance Awards
shall be established by the Committee (i) while the performance outcome for that performance period is substantially uncertain, and (ii) no more than 90 days after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25% of the relevant performance period.
(e)
Performance Award Pool
.
The Committee may establish a performance award pool, which
shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of performance goals based on one or more of the
business criteria set forth in Section 10(c) above during the performance period. The Committee may specify the amount of the Performance Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold
amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria. In such case, Grants may be made as rights to payment of a specified portion of the award pool.
(f)
Certification of Results
.
The Committee shall certify the performance results for the
performance period specified in the Grant Letter after the performance period ends. The Committee shall determine the amount, if any, to be paid pursuant to each Grant based on the achievement of the performance goals and the satisfaction of all
other terms of the Grant Letter.
(g)
Settlement of Performance Awards; Other Terms
.
Settlement of Performance Awards shall be in cash or shares of Common Stock, at the discretion of the Committee and as set forth in the Grant Letter.
(h)
Stockholder Approval for Performance-Based Awards
.
The Plan must be reapproved by the
Company’s stockholders no later than the first stockholders meeting that occurs in the fifth year following the year in which the stockholders previously approved the provisions of this Section 10, if Performance Awards are to be made
after such time and if required by Section 162(m) of the Code or the regulations thereunder.
(i)
Disability, Death, or Other Circumstances
.
To the extent consistent with Section
162(m) of the Code, the Committee may provide in the Grant Letter that Performance Awards shall be payable, in whole or in part, in the event of the Grantee’s termination of employment or service, retirement, disability, or death, a Change of
Control, or under other circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the Code.
(j)
Impact of Unusual or Infrequently Occurring Items or Changes in Accounting
.
To the
extent applicable, subject to the following sentence and unless the Committee determines otherwise, the determination
|
|
|
|
|
|
|
|
|
A-10
|
|
2017 Proxy Statement
|
of the achievement of performance goals shall be determined based on the relevant financial measure, computed in accordance with U.S. generally accepted accounting principles (“GAAP”),
and in a manner consistent with the methods used in the Company’s audited financial statements. To the extent permitted by Section 162(m) of the Code, in setting the performance goals within the period prescribed in Section 10(d), the Committee
may provide for adjustment as it deems appropriate, including for one or more of the following items: asset write-downs; litigation or claim judgments or settlements; changes in accounting principles; changes in tax law or other laws affecting
reported results; severance, contract termination, and other costs related to exiting, modifying, or reducing any business activities; costs of, and gains and losses from, the acquisition, disposition, or abandonment of businesses or assets; gains
and losses from the early extinguishment of debt; stock compensation costs and other
non-cash
expenses; unrealized gains and losses relating to fair valuations of derivatives; any unusual or infrequently
occurring items, as described in applicable Accounting Principles Board opinions and/or in management’s discussion and analysis of financial condition and results of operation appearing in the Company’s annual report to stockholders for
the applicable year; business or other structural changes in the total shareholder return peer group; and any other specified
non-operating
items as determined by the Committee in setting performance goals.
(k)
Status of Performance Awards under Code Section 162(m)
. It is the intent of the Company
that Performance Awards under this Section 10 constitute “performance-based compensation” within the meaning of Section 162(m) of the Code and regulations thereunder. Accordingly, the terms of this Section 10 shall be interpreted
in a manner consistent with Section 162(m) of the Code and regulations thereunder. If any provision of the Plan as in effect on the effective date of any agreements relating to Performance Awards does not comply or is inconsistent with the
requirements of Section 162(m) of the Code or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.
|
|
11.
|
Transferability of Options and Grants
|
(a)
Restrictions on Transferability
.
Only a Grantee (or, in the case of an individual
Grantee, his or her authorized legal representative) may exercise rights under a Grant except as otherwise stated herein and in Section 11(b) below. No individual Grantee may transfer those rights except (i) by will or by the laws of descent
and distribution, or (ii) as may be provided under Section 11(b) below. Upon the death of an individual Grantee, the legal representative or other person entitled to succeed to the rights of the Grantee (“Successor Grantee”) may
exercise such rights. A Successor Grantee shall furnish proof satisfactory to the Company of such person’s right to receive the benefit of the Grant under the Grantee’s will or under the applicable laws of descent and distribution.
(b)
Stock Options and SARs
.
Notwithstanding the foregoing, the Committee may provide in
its sole discretion that a Grantee may transfer Stock Options or SARs to family members, one or more trusts for the benefit of family members, or one or more partnerships of which family members are the only partners, according to such terms as the
Committee may determine;
provided
that any such transfer shall not be for value, the Grantee shall receive no consideration for the transfer of such Stock Options or SARs, and the transferred Stock Options or SARs shall continue to be subject
to the same terms and conditions as were applicable immediately before the transfer.
|
|
12.
|
Change of Control of the Company
|
(a)
Change
of Control
.
As used in this Plan, a “Change of Control” shall be deemed to have taken place if (i) any Person (except for an employee or his or her family, the Company, or any employee benefit plan of the Company or of any
Affiliate, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in
the aggregate of 40% or more of the shares of the Company then outstanding and entitled to vote for directors generally, (ii) any Person (except an employee and his or her family), together with all Affiliates and Associates of such Person,
purchases substantially all of the
|
|
|
|
|
|
|
|
|
A-11
|
|
2017 Proxy Statement
|
assets of the Company, or (iii) during any
24-month
period, individuals who at the beginning of such period constituted the Board cease for any reason
to constitute a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of at least 75% of the directors who were not directors at the beginning of such period was approved by a vote of at least 75%
of the directors in office at the time of such election or nomination who were directors at the beginning of such period.
(b)
Affiliate, Associate, Person, Beneficial Owner
.
For purposes of this definition,
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule
12b-2
under the Exchange Act; “Person” shall mean any individual, firm, corporation,
partnership, or other entity (which, for the avoidance of doubt, does not include the United States government, any of its states, or any of their respective political subdivisions, departments, agencies, or instrumentalities), as determined by the
Committee in its sole discretion; and a Person shall be deemed the “Beneficial Owner” of any securities:
(i) that such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights,
exchange rights, rights, warrants, or options, or otherwise;
provided
,
however
, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any
of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase, or exchange;
(ii) that such Person or any of such Person’s Affiliates or Associates, directly
or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule
13d-3
under the Exchange Act), including without limitation, pursuant to any
agreement, arrangement, or understanding (whether or not in writing);
provided
,
however
, that a Person shall not be deemed the “Beneficial Owner” of any security under this subsection (ii) as a result of an oral or
written agreement, arrangement, or understanding to vote such security if such agreement, arrangement, or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable successor report); or
(iii) to the extent that such Person or any of such Person’s Affiliates or
Associates has any agreement, arrangement, or understanding (whether or not in writing) with any other Person for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy described in the
proviso
to subsection
(ii) above), or disposing of any voting securities of the Company, in which case such Person shall be the Beneficial Owner of all securities that are Beneficially Owned, directly or indirectly, by such other Person (or any Affiliate or
Associate thereof) within the meaning of subsection (i) or (ii) above;
provided
,
however
, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial
Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition.
(c)
Effect of Change of Control
.
The following provisions shall apply in the event of a
Change of Control:
(i) Unless otherwise set forth in a Grant Letter, if there is a
Change of Control of the Company, and if Grants remain outstanding after the Change of Control (or are assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a
parent or subsidiary of the surviving corporation)), and the
|
|
|
|
|
|
|
|
|
A-12
|
|
2017 Proxy Statement
|
Company or its successor terminates a Grantee’s employment without cause (as defined in the Grant Letter) during the 90 days before, or upon or within one year after, the Change in Control,
the Grantee’s outstanding Stock Options and SARs shall vest and become exercisable, any restrictions on Restricted Stock Grants shall lapse and other Grants shall become payable. In that event, Grants that are based on performance goals will
vest and be payable at their target value, unless otherwise set forth in a Grant Letter.
(ii) Unless otherwise set forth in a Grant Letter, if there is a Change of Control of
the Company, and if Grants do not remain outstanding after the Change of Control (and are not assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a parent or
subsidiary of the surviving corporation)), then all outstanding Stock Options and SARs shall immediately vest and become exercisable, any restrictions on Restricted Stock Awards shall lapse, and all other Grants shall become payable as of the date
of the Change of Control. In that event, Grants that are based on performance goals will vest and be payable at their target value, unless otherwise set forth in a Grant Letter.
(iii) Notwithstanding the foregoing, the Committee may establish such other terms and
conditions relating to the effect of a Change of Control on Grants as the Committee deems appropriate. In addition to other actions, in the event of a Change of Control of the Company, the Committee may take any one or more of the following actions
with respect to any or all outstanding Grants, without the consent of any Grantee: (i) the Committee may determine that outstanding Stock Options and SARs shall be fully exercisable, restrictions on outstanding Restricted Stock Grants shall
lapse, and other Grants shall become payable upon the Change in Control or upon specified terminations of employment or service, including retirement, death, or disability, or at such other time as the Committee determines; (ii) the Committee
may require that Grantees surrender their outstanding Stock Options and SARs for cancellation and the Grantees shall receive one or more payments by the Company, in cash, Common Stock, or other property (including the property, if any, payable in
the transaction), as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the shares of Common Stock subject to the Grantee’s unexercised Stock Options and SARs exceeds the exercise
price, and on such terms as the Committee determines; (iii) after giving Grantees an opportunity to exercise their outstanding Stock Options and SARs, the Committee may terminate any or all unexercised Stock Options and SARs at such time as the
Committee deems appropriate; or (iv) with respect to Grantees holding Restricted Stock Units or Performance Share Awards, the Committee may determine that such Grantees shall receive one or more payments in settlement of such Grants, in such
amount and form and on such terms as may be determined by the Committee. Without limiting the foregoing, if the per share Fair Market Value of the Common Stock does not exceed the per share exercise price of a Stock Option or SAR, the Company shall
not be required to make any payment to the participant upon surrender of the Stock Option or SAR. Any acceleration, surrender, termination, settlement, or conversion shall take place as of the date of the Change of Control or such other date as the
Committee may specify.
|
|
13.
|
Dissolution, Liquidation or Winding Up
|
If the Company is to be dissolved or liquidated, then the
Committee may, in its discretion, take any of the actions set forth in Section 12(c).
|
|
14.
|
Amendment and Termination of the Plan and Grants
|
(a)
Amendment
.
The Board may amend or terminate the Plan at any time, provided that the
approval by the stockholders of the Company shall be required in respect of any amendment to the extent then
|
|
|
|
|
|
|
|
|
A-13
|
|
2017 Proxy Statement
|
required by applicable law (including the Code) or by the regulations of the U.S. Securities and Exchange Commission or the New York Stock Exchange or such other securities exchange on which the
Common Stock is then listed.
(b)
Termination of Plan
.
The Plan shall terminate on
May 9, 2027, unless earlier terminated by the Board or unless extended by the Board with the approval of the stockholders.
(c)
Termination and Amendment of Outstanding Grants
.
(1)
General
.
A termination or amendment of the Plan that occurs after a
Grant is made shall not result in the termination or amendment of the Grant unless the Grantee consents, unless the Committee acts under Section 22(c) below or as described below. The termination of the Plan shall not impair the power and authority
of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 22(c) below or may be amended by mutual agreement of the Company and the Grantee which is
consistent with the Plan;
provided
,
however
, that an amendment of the Plan or of the Grant that merely accelerates the vesting or extends the post-termination exercise period of the Grant or that does not adversely affect the Grant
shall become effective without the consent of the Grantee.
(2)
No
Repricing
.
Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of Common Stock, other securities, or other
property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation,
split-up,
spin-off,
combination,
repurchase or exchange of shares of Common Stock or other securities, or similar transactions), the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such
outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs with
an exercise price above the current stock price in exchange for cash or other securities. This Section 14(c)(2) is intended to govern the repricing or exchange of “underwater” Stock Options and SARs and shall not be construed to prohibit
the adjustments provided for in Section 3(e) of this Plan.
The Plan shall be unfunded. The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.
|
|
16.
|
Rights of Eligible Participants
|
Nothing in the Plan shall entitle any Eligible Participant or
other person to any claim or right to any Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Eligible Participant or Grantee any rights to be retained by the Company in any capacity, whether as an
employee,
non-employee
member of the Board, independent contractor, consultant, advisor, or otherwise.
(a)
Withholding of Taxes
.
The Company shall have the right to deduct from all Grants paid in cash any federal, state, or local taxes required by law to be withheld with respect to such Grants paid in cash. In the case of Grants paid in Common Stock, the Company shall
have the right to require the Grantee to pay to the Company the amount of any taxes which the Company is required to withhold in respect of such Grants or to take whatever action it deems necessary to protect the interests of the Company in respect
of such tax liabilities,
|
|
|
|
|
|
|
|
|
A-14
|
|
2017 Proxy Statement
|
including, without limitation, subject to such terms as the Compensation Committee may approve, withholding a portion of the shares of Common Stock otherwise deliverable pursuant to the Plan. The
Company’s obligation to issue or transfer shares of Common Stock in connection with any Grant shall be conditioned upon the Grantee’s compliance with the requirements of this Section 17(a) to the satisfaction of the Committee.
(b)
Deferrals and Code Section 409A
. The Committee, in its sole discretion, may permit a Grantee
to defer receipt of the payment of cash or the delivery of shares that would otherwise be delivered under the Plan. In the event of such a deferral, the Committee may, if applicable, provide that the payment of dividend equivalents attributable
thereto shall be also deferred until such time as the Grant will be settled in accordance with the Grantee’s deferral election. Any such deferral election shall be subject to such rules and procedures as shall be determined by the Committee in
its sole discretion. The Committee may establish such rules and procedures as it may deem advisable and in the best interests of the Company in the event that Section 409A of the Code is implicated by any transaction under the Plan.
(c)
Section 409A
. The Plan is intended to comply with the requirements of Section 409A of the
Code, to the extent applicable. All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A
of the Code. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment or
service shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the
Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Grantee, directly or indirectly, designate the calendar year in
which a distribution is made except in accordance with Section 409A of the Code. If any Grant is subject to Section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its affiliates, in no
event shall the timing of a Grantee’s execution of the release result in the Grantee designating, directly or indirectly, the calendar year of payment, and if such a payment that is subject to execution of the release could be made in more than
one taxable year, payment shall be made in the later taxable year. Any Grant granted under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be
administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Grantee’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to
Section 409A of the Code, the distribution shall be paid within 30 days after the end of the
six-month
period. If the Grantee dies during such
six-month
period, any
postponed amounts shall be paid within 60 days of the Grantee’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its
delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code.
|
|
18.
|
Agreements with Grantees
|
Each Grant made under the Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Committee shall approve. In the event of a conflict between the provisions of the Plan and the provisions of any Grant Letter, the provisions of the Plan shall control.
|
|
19.
|
Requirements for Issuance of Shares
|
No Common Stock shall be issued or transferred under the
Plan unless and until all applicable legal requirements have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Grantee’s undertaking in writing to comply with such
restrictions on any subsequent disposition of the shares of Common Stock issued or transferred thereunder as the Committee shall deem necessary or advisable as a result of any applicable law, regulation, or official interpretation thereof, and
|
|
|
|
|
|
|
|
|
A-15
|
|
2017 Proxy Statement
|
certificates representing such shares maybe legended to reflect any such restrictions. Any such restrictions are in addition to and not in lieu of the restrictions on shares provided for
elsewhere in the Plan, including in Section 7 hereof in the case of Restricted Stock or Restricted Stock Units.
In order to conform with the provisions
of local laws and regulations, or with local compensation practices and policies, in foreign countries in which the Company or any of its Subsidiaries or Affiliates operate, but subject to the limitations set forth herein regarding the maximum
number of shares issuable hereunder and the maximum award to any single Grantee, the Committee may (a) modify the terms and conditions of Grants to Grantees employed or engaged outside the United States, (b) establish subplans with
modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances, and (c) take any action which it deems advisable to obtain, comply with, or otherwise reflect any necessary governmental
regulatory procedures, exemptions, or approvals with respect to the Plan. The decision to grant
non-US
Grants or to establish subplans shall be at the sole discretion of the Committee. The Committee may amend,
modify, or terminate any subplans at any time, and such amendment, modification, or termination may be made without prior notice to the Grantees. The Company, Subsidiaries, Affiliates, and members of the Committee shall not incur any liability of
any kind to any Grantee as a result of any change, amendment, or termination of any subplan at any time. The benefits and rights provided under any subplan or by any
non-US
Grants (a) are wholly
discretionary and, although provided by either the Company, a Subsidiary, or Affiliate, do not constitute regular or periodic payments, and (b) are not to be considered part of the Grantee’s salary or compensation under the Grantee’s
employment or service with the Grantee’s local employer for purposes of calculating any severance, resignation, redundancy, or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement
benefits, or any other payments, benefits, or rights of any kind. If a subplan is terminated, the Committee may direct the payment of
non-US
Grants (or direct the deferral of payments whose amount shall be
determined) prior to the dates on which payments would otherwise have been made, and, in the Committee’s discretion, such payments may be made in a lump sum or in installments, subject to applicable law.
(a)
Effective Date of the
Plan
.
The Plan was first effective as of May 14, 2014. This 2017 amendment and restatement shall be effective May 10, 2017, upon approval by the Company’s stockholders.
(b)
Effectiveness of Section
16 Provisions
.
The provisions of the Plan
that refer to, or are applicable to persons subject to, Section 16 of the Exchange Act shall remain in effect for so long as the Common Stock is registered under the Exchange Act.
(a)
Company Policies
.
All Grants granted under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time.
(b)
Substitute Grants
.
The Committee may make a Grant to an employee, a
non-employee
director, or an independent contractor, consultant, or advisor of another corporation or other entity, if such person shall become an Eligible Participant by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization, or liquidation involving the Company and such entity. Any such Grant shall be made in substitution for a stock option, restricted stock grant, or other incentive award granted by such entity, but the
terms and conditions of the substitute Grant may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute Grants.
|
|
|
|
|
|
|
|
|
A-16
|
|
2017 Proxy Statement
|
(c)
Compliance with Law
.
Notwithstanding
anything in the Plan or any Grant Letter to the contrary, the Plan, the exercise of Grants, and the obligations of the Company to issue or transfer shares of Common Stock under Grants shall be subject to all applicable laws and required approvals by
any governmental or regulatory agencies. With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan shall comply with all applicable conditions of Rule
16b-3
or any successor provisions under the Exchange Act. The Committee may revoke any Grant if it is contrary to law or modify any Grant to bring it into compliance with any valid and mandatory government
regulations. The Committee may, in its sole discretion, agree to limit its authority under this Section 22(c). All Grants shall be subject to any required approvals by any governmental or regulatory agencies. Notwithstanding anything in this Plan or
a Grant Letter to the contrary, the Plan, the Grant Letter, and a Grant awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the
Company’s participation in any governmental programs, and the Committee reserves the right to modify a Grant Letter and a Grant as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental
guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s
acceptance of the Grant, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such
modifications.
(d)
Governing Law
.
Except to the extent preempted by any applicable
federal law, the Plan and the Grant Letters shall be construed and administered in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws thereunder.
(e)
Severability
.
In the event any provision of the Plan or of any Grant Letter shall be
held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or Grant Letter, and the Plan or Grant Letter shall be construed or enforced as though the illegal or invalid provision
had not been included.
(f)
Headings
.
The section headings of the Plan are for
reference only. In the event of a conflict between a section heading and the content of a Section of the Plan, the content of the Section shall control.
|
|
23.
|
Index of Defined Terms
|
For purposes of the Plan:
“Affiliate” is defined in Section 12(b).
“Associate” is defined in Section 12(b).
“Beneficial Owner” is defined in Section 12(b).
“Board” shall mean the Board of Directors of Radian Group Inc. The term “director” shall refer to an individual member of the Board.
“Change of Control” is defined in Section 12(a).
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” is defined in Section 4(a).
“Common Stock” is defined in Section 3(a).
|
|
|
|
|
|
|
|
|
A-17
|
|
2017 Proxy Statement
|
“Company” is defined in the preamble to the Plan. For purposes of the Plan, the term
“Company” includes Radian Group Inc. and all of its Subsidiaries as a group.
“Eligible Participant” is defined in Section 5(a).
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
The “Fair Market Value” of a share of Common Stock shall be as determined in Section 6(b).
“Full Value Grants” is defined in Section 3(d).
“GAAP” is defined in Section 10(j).
“Grant” is defined in Section 2.
“Grantee” is defined in Section 5.
“Grant Letter” is defined in Section 2.
“Performance Award” is defined in Section 10(a).
“Performance Share Awards” is defined in Section 9(a).
“Person” is defined in Section 12(b).
“Plan” shall mean this Radian Group Inc. Equity Compensation Plan as defined in the preamble, as the same may be amended from time to time.
A share of “Restricted Stock” shall mean a share of Common Stock which is granted pursuant to a Restricted Stock Grant.
“Restricted Stock Grant” is defined in Section 7.
“Restricted Stock Units” is defined in Section 7.
“Restriction Period” is defined in Section 7(a).
“SAR” is defined in Section 8(a).
“Stock Option” is defined in Section 6(a).
“Subcommittee” is defined in Section 4(c).
“Subsidiary” shall mean any corporation or other entity in which, at the time of reference, the Company owns, directly or indirectly, stock or
similar interests comprising more than 50% of the combined voting power of all outstanding securities of such entity.
“Successor Grantee”
is defined in Section 11(a).
“2008 Plan” is defined in the preamble to the Plan.
“2008 Plan Awards” is defined in Section 3(c).
|
|
|
|
|
|
|
|
|
A-18
|
|
2017 Proxy Statement
|
“2008 Plan Shares” is defined in Section 3(a).
“2017 Amendment Effective Date” is defined in the preamble to the Plan.
“2017 Plan Reserve” is defined in Section 3(a), subject to adjustment from time to time as provided in Section 3.
* * *
This amendment and restatement of the Radian Group Inc.
2014 Equity Compensation Plan was adopted by the Board of Directors of the Company on February 8, 2017, and was approved by the stockholders of the Company at the annual meeting of stockholders held on May 10, 2017.
|
|
|
|
|
|
|
|
|
A-19
|
|
2017 Proxy Statement
|
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
☒
|
|
|
|
|
|
Annual Meeting Proxy Card
|
q
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
q
|
|
|
|
|
|
|
|
|
|
|
When 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 of the nominees in Item 1, “FOR” Items 2, 4 and 5 and for a frequency of “1 Year” with respect to Item 3. The Proxies are authorized to vote in their discretion on such
other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
|
|
+
|
|
A
|
|
Proposals
|
|
—
|
|
The board of directors recommends a vote “FOR” Items 1, 2, 4 and 5 and for a frequency of “1 Year” with respect to Item 3, which were all proposed by the
Company.
|
|
|
|
|
|
|
|
|
Item 1 - To elect ten directors, each for a
one-year
term, to serve until their successors have been duly elected and qualified;
Nominees:
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
1(a) Herbert Wender
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(b) David C. Carney
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(c) Howard B. Culang
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(d) Lisa W. Hess
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
1(e) Stephen T. Hopkins
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(f) Brian D. Montgomery
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(g) Gaetano Muzio
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(h) Gregory V. Serio
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
1(i) Noel J. Spiegel
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
1(j) Richard G. Thornberry
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
Item 2 -
To approve, by an advisory,
non-binding
vote, the compensation of Radian’s named executive officers.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
Item 4 -
Approve the Amended and Restated Radian
Group Inc. Equity Compensation Plan to increase the number of shares available under the Plan and to make certain other changes.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3 -
To approve, by an advisory,
non-binding
vote, the frequency of the advisory vote on the compensation of Radian’s named executive officers.
|
|
☐
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
Item 5 -
Ratify the appointment of
PricewaterhouseCoopers LLC as Radian’s independent registered public accounting firm for the year ending December 31, 2017.
|
|
☐
|
|
☐
|
|
☐
|
NOTE: Such other business as may properly come before
the meeting or any adjournment or postponement of the meeting.
q
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
|
|
|
|
|
|
|
|
Proxy — RADIAN GROUP
INC.
|
|
+
|
|
|
|
|
|
PROXY FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2017
|
|
|
|
|
|
|
|
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
|
|
|
|
|
|
|
|
The 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 stock of Radian Group Inc. (the “Company”) which the undersigned is entitled to vote at the 2017 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 1601 Market St., 12th Floor, Philadelphia,
Pennsylvania 19103, at 9:00 a.m. local time, on May 10, 2017, and any postponement(s) or adjournment(s) thereof.
|
|
|
|
|
|
The undersigned acknowledges receipt of the Notice of
2017 Annual Meeting of Stockholders, the Proxy Statement and the 2016 Annual Report. All other proxies 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)
|
|
|
|
|
|
|
|
|
|
|
|
B
|
|
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of Address —
Please print new address below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
⬛
|
|
IF VOTING BY MAIL, YOU
MUST
COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
|
|
+
|
|
|
Radian (NYSE:RDN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Radian (NYSE:RDN)
Historical Stock Chart
From Apr 2023 to Apr 2024
