DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

Mr. Cooper Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Dear Stockholders,

On behalf of your Board of Directors, I want to invite you to attend our 2025 Annual Meeting of Stockholders. The meeting will be held on Thursday, May 22, 2025, at 9:00 a.m., central time, at the Four Points by Sheraton – Dallas/Fort Worth Airport North, 1580 Point West Blvd., Coppell, TX 75019. Please RSVP at corporate.secretary@mrcooper.com by 5:00 p.m. central time on May 21, 2025, if you plan to attend the meeting. Details regarding the business to be conducted at the annual meeting are more fully described in the accompanying materials.

I would like to personally thank you for your continued investment in Mr. Cooper Group. We look forward to welcoming you to our annual meeting. Your vote is important to us – even if you do not plan to attend the meeting, we hope that you vote your proxy promptly, so your shares are represented.

We are furnishing proxy materials to our stockholders primarily over the Internet. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of our Proxy Statement and our 2024 Form 10-K. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including our Proxy Statement, our 2024 Form 10-K and a proxy card or voting instruction form. Stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail.

Sincerely,

Jay Bray

Chairman & Chief Executive Officer

LOGO

8950 Cypress Waters Blvd.

Coppell, Texas 75019

April 10, 2025

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS


		9:00 a.m., central time, Thursday, May 22, 2025

		Four Points by Sheraton – Dallas/Fort Worth Airport North 1580 Point West Blvd., Coppell, TX 75019

		(1) Election of Directors; (2) Advisory vote on executive compensation (Say on Pay); (3) Advisory vote on the frequency of Say-on-Pay votes; (4) Ratification of Ernst & Young LLP as independent auditors; and (5) Any other business that may properly come before the meeting.

		Holders of our common stock at the close of business on March 24, 2025, are entitled to vote at the annual meeting.

		Please complete, sign, date and return your proxy card or submit your proxy by following the instructions contained in this Proxy Statement and on your proxy card. Even if you plan on attending in person and voting, you are encouraged to submit your proxy to ensure your vote is counted if you are unable to attend. You may revoke your proxy and vote in person at the annual meeting if you choose to do so.

		If you plan to attend the meeting, please RSVP at corporate.secretary@mrcooper.com by 5:00 p.m., central time on May 21, 2025.


		By order of the Board of Directors,

		Elisabeth Gormley
		Senior Vice President, Associate General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 22, 2025: This Proxy Statement is available free of charge on the Investors section of our website (investors.mrcoopergroup.com). In addition, you may access the Proxy Statement free of charge at www.proxydocs.com/COOP, a site that does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS


EXECUTIVE SUMMARY			1

2025 Annual Meeting of Stockholders Information			1

Matters to be Voted on at our 2025 Annual Meeting of Stockholders			1

About Mr. Cooper Group			2

Performance Highlights			2

Total Shareholder Return			4

2025 Director Nominee Highlights			5

Board Skills			5

Composition of the Board			6

Compensation Highlights			7

Stockholder Engagement			7

BOARD OF DIRECTORS			9

Proposal 1: Election of Directors			9

Director Nominees			10

Our Directors’ Attributes			10

Biographical Information of Our Directors			12

CORPORATE GOVERNANCE			19

ENVIRONMENTAL, SOCIAL AND GOVERNANCE			32

EXECUTIVE OFFICERS			35

LETTER DFROM OUR COMPENSATION COMMITTEE CHAIR			37

COMPENSATION DISCUSSION AND ANALYSIS			38

Compensation Committee Report			56

HISTORICAL EXECUTIVE COMPENSATION INFORMATION			57

Summary Compensation Table			57

Grants of Plan Based Awards for 2024			58

Outstanding Equity Awards at Year End			59

Stock Vested for 2024			60

Potential Payments upon Termination or Change of Control			61

CEO Pay Ratio			63

Pay vs. Performance			64

Equity Compensation Plan Information			67

PROPOSAL 2: ADVISORY VOTE ON SAY ON PAY			68

PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES			69

AUDIT FUNCTION			70

Report of the Audit & Risk Committee			70

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			71

BENEFICIAL OWNERSHIP			72

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			74

OTHER MATTERS			74

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			76

ANNEX A – NON-GAAP MEASURES			80

EXECUTIVE SUMMARY

In this proxy statement, “Mr. Cooper Group,” “Company,” “we,” “us,” or “our” refers to Mr. Cooper Group Inc. or to it and one or more of its subsidiaries. This proxy statement and the accompanying materials are being made available to Mr. Cooper Group Inc. stockholders beginning on or about April 10, 2025. This proxy statement contains information on the matters to be presented at our 2025 Annual Meeting of Stockholders to be held on May 22, 2025, to assist you in voting your shares. You should read the entire proxy statement carefully before voting. For additional information about the 2025 Annual Meeting, please see “General Information About the Annual Meeting and Voting” at the end of the proxy statement. This executive summary highlights selected information throughout this proxy statement.

2025 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

DATE AND TIME

PLACE

RECORD DATE

ADMISSION

9:00 a.m., central time

Thursday, May 22, 2025

Four Points by Sheraton –

Dallas Fort Worth Airport North

1580 Point West Blvd.

Coppell, TX 75019

March 24, 2025

Photo identification and proof of ownership as of the record date are required to attend the meeting

MATTERS TO BE VOTED ON AT OUR 2025 ANNUAL MEETING OF STOCKHOLDERS


		Board Recommendation	Page

Proposal 1:	Election of Directors	FOR each director	9

Proposal 2:	Advisory Vote on Executive Compensation (Say on Pay)	FOR	68

Proposal 3	Advisory vote on the frequency of Say-on-Pay votes	EVERY YEAR	69

Proposal 4:	Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2025	FOR	71

ABOUT MR. COOPER GROUP

We are the largest servicer in the country and a major originator of residential mortgage loans as reported by Investor Mortgage Finance (“IMF”). Our subsidiary Xome facilitates foreclosure sales using a digital auction platform.

LOGO

Largest servicer with

11.1% of the market

*IMF 4Q’24 top servicer ranking

LOGO

Top 20 originator of home mortgages

*IMF 4Q’24 top lender ranking

LOGO

6.7M Customers

*As of 4Q’24

LOGO

~7,900 Employees

*As of 4Q’24

PERFORMANCE HIGHLIGHTS

2024 was an outstanding year for the Company, marked by strong financial performance, strategic execution and market leadership. We achieved return on common equity of 14.7% and an operating return on tangible common equity (“ROTCE”)⁽¹⁾ of 15.6%, surpassing the previous year’s 12.5%. Book value increased to $75.70 per share and tangible book value⁽¹⁾ to $71.61 per share, reflecting 12% growth year-over-year. These results contributed to exceptional stock price performance, up 47%, significantly outperforming our peer group’s average 5% increase.

Among our key accomplishments, we grew our servicing portfolio by 57% to $1.56 trillion, now serving approximately 6.7 million customers. This growth strengthened our scale advantage, making us more than 50% larger than our next competitor. We anticipated and successfully capitalized on post-refi boom dislocations in the bulk market, driven by margin pressures on originators, strategic divestitures and the ongoing exit of banks.

A significant driver of this growth was the acquisition of Flagstar’s mortgage operations, which demonstrated our ability to deliver full-service solutions to major financial institutions. This transaction included mortgage servicing rights (“MSRs”), advances, subservicing contracts and a third-party originations platform and solidified our position as the #1 largest subservicer.⁽²⁾ Our strong reputation and onboarding capabilities enabled the smooth integration of Flagstar’s customers, clients and team members, reinforcing our industry leadership. The acquisition was financed through a high-yield issuance at the Company’s tightest spreads to date, reflecting strong investor confidence in our balance sheet management. This confidence was further validated by a Moody’s credit rating upgrade, subsequently followed by a revision to a positive outlook.

Meanwhile, we continued investing in technology and operational efficiencies. We launched AgentiQ, advanced digitization and automation in originations through Project Flash, and, in anticipation of a normalizing bulk market, focused on enhancing our correspondent channel. Key correspondent initiatives included developing a new client portal, enhancing our pricing models and capital markets execution, deepening client engagement and improving cycle times. These efforts, along with the dedication of our correspondent team and the trust of our clients, propelled us to a top five correspondent market share position by end of 2024, a substantial increase from #14 in 2023.

Beyond financial and operational achievements, we sustained our strong corporate culture, earning Great Place to Work^® certification for the sixth consecutive year. Our high-trust environment has contributed to record-low turnover, reinforcing our commitment to employee engagement and excellence.

All of these accomplishments were achieved while maintaining a strong balance sheet, with capital and liquidity levels aligned with our strategic targets, ensuring sustained success and long-term stockholder value creation.

⁽¹⁾	Annex A includes a discussion and reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

⁽²⁾	Inside Mortgage Finance ranking, based on data as of December 31, 2024.

PERFORMANCESUMMARY

· Reported $669 million net income or $10.19 per diluted share

· Generated a return on common equity of 14.7% and an operating return on tangible common equity⁽¹⁾ of 15.6%

· Grew book value to $75.70 per share, an increase of 14% from the prior year

· Grew tangible book value⁽¹⁾ to $71.61 per share, an increase of 12% from the prior year

· Servicing portfolio unpaid principal balance (“UPB”) ended the year at $1.56 trillion, an increase of 57% from the prior year

· Originated $22.8 billion in funded volume

· Repurchased 1.8 million common shares for $147 million, excluding excise tax, equivalent to a weighted average price of $83.79 per share

· Acquired Flagstar’s mortgage operations, including MSRs and subservicing contracts totaling $334 billion in UPB

· Issued $1 billion 7.125% 8-year senior unsecured notes and $750 million 6.5% 5-year senior unsecured notes, with both offerings more than 2 times oversubscribed

· Upgraded by Moody’s to Ba3 and subsequent to year-end, to positive outlook

· Received Freddie Mac’s 2024 SHARP Gold Award and recognized by Fannie Mae as the only STAR winner to be cited in all three categories of quality servicing, risk management, and sustainable homeownership

· Achieved Great Place to Work certification for the sixth consecutive year; was ranked #14 on the Best Workplaces in Texas list and among the Best Workplaces in Financial Services and Insurance by Great Place to Work and Fortune

SERVICING

· Produced pretax income of $1,237 million and pretax operating income⁽¹⁾ of $1,182 million

· Acquired approximately $753 billion UPB of loans, including $516 billion UPB in subservicing

· Introduced PYRO and AgentiQ, our AI-driven coaching platform, to 1,400+ team members in the fourth quarter, analyzing 400,000+ calls per month to enhance performance and efficiency

· Provided 93,821 modifications and workouts to help keep our customers in their homes

ORIGINATIONS

· Funded 85,215 loans totaling $22.8 billion

· Produced pretax income of $185 million

· Our direct-to-consumer channel funded $7.9 billion in new loans and achieved a refinance recapture rate of 51%, which is more than two times the industry average

· Our correspondent channel funded $14.9 billion, increasing 123% year-over-year

⁽¹⁾	Annex A includes a discussion and reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

TOTAL SHAREHOLDER RETURN (“TSR”)

Under our executive team’s leadership and against the backdrop of an evolving mortgage market and interest rate environment, we have meaningfully and consistently outperformed peers over a one-, three-, and five-year period. Our operational focus on growing our Servicing portfolio through accretive acquisitions and enhancing our capabilities and existing infrastructure, as well as our continued investments to bolster efficiency and product roll-outs in Originations, has resulted in outsized shareholder returns.

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

VIA THE INTERNET

Visit www.proxypush.com/COOP

BY MAIL

Sign, date and return the enclosed proxy card or voting instruction form.

BY TELEPHONE

Call the telephone number on your proxy card or voting instruction form.

IN PERSON

Attend the annual meeting in person. Please RSVP at corporate.secretary@mrcooper.com.

SEC Form DEF 14A filed by Mr. Cooper Group Inc.