| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Mr. Cooper Group Inc. (the “Company”) issued a press release today announcing two executive leadership appointments: the appointment of Kurt Johnson to Chief Financial Officer and Christine Poland Paxton as Executive Vice President and Chief Risk and Compliance Officer.
Appointment of Chief Financial Officer
The Company announced the appointment of Kurt Johnson as Executive Vice President & Chief Financial Officer, effective March 6, 2023 (the “Effective
Date”). Mr. Johnson, age 48, joined the Company in 2015 and most recently served as the Company’s Chief Risk and Compliance Officer, responsible for credit and market risk management and leading the risk and compliance organization. With 25 years
in the mortgage industry, Johnson has experience in originations, servicing, capital markets, portfolio management and financial planning. In his time with the Company, Mr. Johnson also led the multi-year Project Titan servicing transformation
initiative and oversaw critical technology and process enhancements for the Company’s platform. In 2019, he became the Company’s Chief Credit Officer responsible for setting all Credit Risk related policy and governance. In February 2021, he was
promoted to Executive Vice President & Chief Credit and Risk Officer, and in April 2021, he was promoted to Executive Vice President & Chief Risk and Compliance Officer. In connection with Mr. Johnson’s promotion, the Compensation Committee
of the Board of Directors of the Company approved an annual (i) base salary of $500,000, (ii) cash bonus target of 150% of base salary and (iii) equity target of $750,000.
Appointment of Chief Risk and Compliance Officer
Additionally, the Company announced that Christine Poland Paxton will return to the Company as Executive Vice President and Chief Risk and Compliance Officer
on March 13, 2023. Ms. Paxton most recently served as Senior Vice President of Control Management at Wells Fargo, where she was responsible for managing operational risk for the home lending and servicing business. Before that, she served as Senior
Vice President of Enterprise Risk at Mr. Cooper Group, where she established the corporate enterprise risk management framework. Ms. Paxton also served in leadership roles at Capital One and Citi.
Transition and Separation Agreement with Mr. Gow
Mr. Johnson succeeds Jaime Gow, who has served as Chief Financial Officer since April 2022. To ensure a smooth transfer of responsibilities, Mr. Gow will
remain employed as a strategic advisor through October 16, 2023 (the “Separation Date”). From the Effective Date through the Separation Date, Mr. Gow will continue to receive his base salary at a rate of $400,000 per year, but will not be eligible for any additional compensation, bonuses, grants or awards. Pursuant to a Transition and Separation Agreement, on the Separation Date, Mr. Gow’s employment with the Company will end, and Mr. Gow will be deemed to have been terminated without cause from the Company. Subject to Mr. Gow’s execution and delivery of a general
release of claims, following the Separation Date, Mr. Gow will be entitled to receive the following: (i) salary continuation payments of twelve months of his current base salary paid out over 52 weeks and (ii) a lump sum payment of $672,326 on or
before March 1, 2024, consisting of (a) 100% of his target bonus and (b) the next tranche of restricted stock units scheduled to vest for each grant awarded. The Transition and Separation Agreement contains certain non-compete, non-solicitation and
non-disparagement provisions. The foregoing summary of the Transition and Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.