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

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 [email protected] 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

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 [email protected].

April 10, 2025

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

		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

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

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

1

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.

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.

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3

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.

4

2025 DIRECTOR NOMINEE HIGHLIGHTS

Board Skills

Our Board consists of the optimal mix of skills and expertise capable of effectively overseeing the execution of our business.

		Board Skills		Total
		Strategic Leadership and Management		7
		Financial Services Industry		7
		Accounting and Financial Literacy		7
		Risk Management		5
		Capital Markets/Mergers & Acquisitions		6
		Public Company Board and Corporate Governance		5
		Government Relations, Regulatory or Legal		4
		Human Capital Management		6
		Environmental, Social and Governance Matters		4
		Technology and Innovation		6
		Branding and Marketing		2

5

Composition of the Board

Demonstrated Board Refreshment: We have added three new Directors to our Board since 2020.

6

COMPENSATION HIGHLIGHTS

Compensation Objectives and Pay for Performance

Our compensation program is designed to balance three objectives:

We review our compensation programs and related governance provisions and practices to ensure our compensation programs are aligned to the interests of stockholders, provide for appropriate pay for performance alignment, contain risk mitigating features and do not promote unnecessary and excessive risk. Our compensation program for senior executives aligns the interests of management and stockholders in growing the value of our Company while managing risk. At the same time, we recognize the market for executive talent requires competitive remuneration.

Over the course of the past several years, the Compensation Committee, Board and management team have substantially reoriented our compensation program from a framework that was primarily cash-based and discretionary to a framework that directly aligns compensation with the achievement of well-defined financial and strategic goals and increases equity-based compensation. We believe this better aligns the interests of management with those of stockholders and provides the proper incentives for management to focus on long-term stockholder value. We will continue to ensure our compensation program meets these goals.

Compensation Program Engagement and Disclosure Enhancements

Through our stockholder engagement program (discussed more fully below), we had conversations with our stockholders regarding our pay programs, and our stockholders re-affirmed that the structure, design and accompanying pay opportunities of our compensation program are appropriate, meaningfully align management and stockholder interests and are working as intended to incentivize and reward value creating performance by our leadership team. No investors we spoke to sought any meaningful changes to our program, nor shared any expectations other than re-assurance that we would maintain our commitment to not providing Mr. Bray with any future one-time awards during the five-year term of the award granted in November of 2023 and continue to provide transparent and thoughtful rationale on any future changes to our pay practices.

To further our commitment to transparency and to demonstrating stockholder responsiveness on our compensation program, in this year’s proxy statement we have meaningfully enhanced our disclosure in the Compensation Discussion & Analysis section found on page 38 which includes:

STOCKHOLDER ENGAGEMENT

We maintain a year-round stockholder engagement program, and this ongoing dialogue has been an important input into the Board’s review and decisions around our Board, governance, compensation and sustainability-related practices. In 2024, we continued to proactively reach out to our stockholders with a focus on discussing executive compensation and to provide our investors with an opportunity to provide management and the Compensation Committee with their views. After the 2024 say-on-pay vote, we broadened this outreach and invited stockholders representing 70% of our shares outstanding – including stockholders who voted against say-on-pay at the 2024 Annual Meeting – to meet with our management team, and in certain cases, our Compensation Committee Chair. We ultimately engaged with stockholders representing 30% of shares outstanding, which included ten of our largest investors and those that voted against say-on-pay. Our Compensation Committee Chair met with investors representing 25% of shares outstanding.

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More details on this stockholder engagement and our continued focus areas regarding our compensation program can be found on page 39 in the Compensation Discussion and Analysis section.

8

BOARD OF DIRECTORS

Proposal 1: Election of Directors

Our stockholders will be asked to consider seven nominees for election to our Board to serve for a one-year term until the next annual meeting of stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal.

The names of the nominees for director and biographical information follow. All of the nominees, with the exception of Mr Bray, have been determined by the Board to be independent under National Association of Securities Dealers Automatic Quotations (“NASDAQ”) listing standards. Our Nominating & Corporate Governance Committee (the “NCG Committee”) has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the 2025 Annual Meeting of Stockholders.

In determining whether to nominate our directors for another term, the Board considered the factors discussed under “Corporate Governance – Criteria and Procedures for Selection of Director Nominees” as well as each director’s qualifications as discussed below and concluded that each of the directors possess those talents, backgrounds, perspectives, attributes and skills that will enable him or her to continue to provide valuable insights to our management and play an important role in helping us achieve our goals and objectives. The age, principal occupation and certain other information for our director nominees are set forth below. It is our general policy that no director having obtained the age of 70 years will stand for re-election; however, the Board may waive this requirement and did so for Mr. Guthrie due to his valuable expertise in the financial services industry and for his continued leadership as the Board’s Independent Lead Director.

Directors are elected by a majority of the votes present in person or by proxy entitled to vote, meaning that each director nominee must receive more votes cast “for” than “against” his or her election. If an incumbent director does not receive more votes cast “for” than “against” his or her election, then the director must tender his or her resignation to the Board. In that situation, the NCG Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board would act on the NCG Committee’s recommendation and publicly disclose its decision and rationale behind it.

The Board believes that each of the director nominees will be able to stand for election.

THE BOARD RECOMMENDS A VOTE FOR THE NOMINEES NAMED BELOW.

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DIRECTOR NOMINEES

Our Amended and Restated Certificate of Incorporation provides that the Board consist of not more than 11 directors, or such greater number as may be determined by the Board. As of the date of this proxy statement, the Board consists of seven members who are elected each year at the Annual Meeting of Stockholders to hold office until the next annual meeting. Our director nominees are:

Our Directors’ Attributes

The following sets forth information regarding our director nominees, illustrating the high level of experience each brings to the Board, as well as additional Director attributes:

Strategic Leadership and Management Directors bring valuable senior leadership or executive experience relating to strategy formulation, management, operations and achievement of strategic objectives

✓

✓

✓

✓

✓

✓

✓

Financial Services Industry Directors possess in-depth understanding of our industry and/or have worked in or with the financial services industry

✓

✓

✓

✓

✓

✓

✓

Accounting and Financial Literacy Directors understand public company accounting and financial reporting, auditing process and standards, internal controls and/or preparation, audit, and evaluation of financial statements comparable in complexity to ours

✓

✓

✓

✓

✓

✓

✓

Risk Management Directors have experience with overseeing material risks and understanding risk evaluation, mitigation framework and risk management policies and procedures

✓

✓

✓

✓

✓

Capital Markets/Mergers & Acquisitions Directors understand the essential role that transactional activity, M&A and capital markets and financing plays in the Company’s business and growth strategy

✓

✓

✓

✓

✓

✓

Public Company Board and Corporate Governance Directors possess experience serving on the public company boards and, knowledge of public company corporate governance issues, regulatory concerns and policies and governance best practices

✓

✓

✓

✓

✓

10

Government Relations, Regulatory or Legal Directors have experience with regulated businesses, regulatory requirements, relationships with regulators, managing governmental and regulatory affairs and/or interacting with regulators and members of government

✓

✓

✓

✓

Human Capital Management Directors have experience in senior executive acquisition, development, retention, succession planning, corporate culture and compensation matters and obtaining and retaining the most qualified and satisfied employees with diverse skills and backgrounds

✓

✓

✓

✓

✓

✓

Environmental, Social and Governance Matters Directors possess experience in the evaluation of environmental impact, corporate social responsibility initiatives and sustainability

✓

✓

✓

✓

Technology and Innovation Directors have experience in (a) developing, investing in and adoption of new technologies and ideas and/or (b) innovation systems, including but not limited to research & development and technology acquisition processes and methods of monetizing acquired technologies or intellectual property rights and evaluation of innovation system effectiveness

✓

✓

✓

✓

✓

✓

Branding and Marketing Directors bring experience in brand development, marketing and sales

✓

✓

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Biographical Information of Our Directors

Set forth below is detailed biographical information for each of the nominees for director and the qualifications and skills demonstrated by each director’s experience.

Jay Bray     Director Since: 2018 (Chair)   Age: 58   Committees:   None		Mr. Bray has more than 30 years of experience in the mortgage servicing and originations industry and played a critical role in leading the servicing market shift to non-banks following the financial crisis and led the growth of our portfolio from a start of $21 billion UPB in 2008 to ~$1.56 trillion, establishing us as the industry’s largest servicer. Mr. Bray’s in-depth experience and understanding of financial services and Mr. Cooper’s business and operations qualify him to serve as a Mr. Cooper Group director.
		Professional Experience
		•  Chief Executive Officer of the Company since July 2018 o   Company’s President from July 2018 to June 2021 o   Nationstar Mortgage Holding Inc. (“Nationstar”), the Company’s wholly-owned subsidiary’s ◾  Chief Executive Officer and Director since 2012 ◾  President from June 2015 to June 2021 ◾  EVP & Chief Financial Officer from May 2011 to February 2012 o   Nationstar’s wholly-owned subsidiary, Nationstar Mortgage LLC’s ◾  Chief Executive Officer and Manager since October 2011 ◾  President from July 2011 to June 2021 ◾  Chief Financial Officer from May 2000 until September 2012 o   Executive Chairman of Xome Holdings LLC since September 2015 •  Various leadership roles at Bank of America and predecessor entities from 1994 to 2000 •  Various roles at Arthur Andersen from 1988 to 1994 •  Serves on the Boards of: o   Dallas Area Habitat for Humanity since March 2022 o   Sagent M&C, LLC since March 2022 o   Mortgage Bankers Association since October 2023
		Other Public Company Directorships
		•  Current o   None •  Past Five Years o   Elevate Credit, Inc.
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Risk Management
				Capital Markets/Mergers & Acquisitions
				Public Company Board and Corporate Governance
				Government Relations, Regulatory or Legal
				Human Capital Management
				Environmental, Social and Governance Matters
				Technology and Innovation
				Branding and Marketing

12

Andrew Bon Salle     Independent Director Since: 2025   Age: 59   Committees:   Audit & Risk   NCG (Chair)		Mr. Bon Salle has more than 30 years of experience in capital markets, risk management, securitization and mortgage policy leadership within the home lending sector, including serving in various leadership roles at Fannie Mae for more than 28 years and as Chairperson of the Board of Directors of Home Point Capital Inc. from January 2021 until its acquisition by the Company in August 2023. Mr. Bon Salle’s deep expertise in financial services and mortgage industries qualify him to serve as a Mr. Cooper Group Director.
		Professional Experience
		•  President of The Bon Salle Group, a privately-held consulting company, since December 2020 •  Former Executive Vice President-Single Family Mortgage Business for Fannie Mae from 2014 through December 2020 o   Previously served as Senior Vice President-Single-Family Underwriting, Pricing, and Capital Markets and in other executive roles from November 1992 to 2014 •  Serves on the Boards of: o   CoreLogic, Inc., a property insights and solutions provider, since June 2021 o   Meridian Capital Group, LLC, a commercial real estate finance, investment sales and retail leasing advisor, since April 2024 o   PollyEx, Inc., a mortgage industry services provider, since March 2022
		Other Public Company Directorships
		•  Current o   None
		•  Past Five Years o   Home Point Capital Inc.
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Risk Management
				Capital Markets/Mergers & Acquisitions
				Public Company Board and Corporate Governance
				Government Relations, Regulatory or Legal
				Human Capital Management
				Environmental, Social and Governance Matters
				Technology and Innovation

13

Roy Guthrie     Independent Director Since: 2018   (Independent Lead Director)   Age: 71   Committees:   •  Audit & Risk (Chair)   •  Compensation		Mr. Guthrie’s valuable expertise in financial services as well as extensive experience as an executive officer and director of public companies qualify him to serve as a Mr. Cooper Group director.
		Professional Experience
		•  Former Chairman of the Executive Committee of Renovate America, Inc. (a privately-held corporation), which provides an energy efficiency and renewable energy home improvement financing platform, from September 2018 to October 2019 o   Served as Chief Executive Officer from October 2017 to September 2018 •  Independent Lead Director: o   Nationstar from July 2017 to July 2018 o   Mr. Cooper from July 2018 to March 2021 and since July 2024 •  Executive Vice President of Discover Financial Services, a direct banking and payment services company, from 2005 to 2012 o   Served as Chief Financial Officer from 2005 to 2011 o   Served as Treasurer from 2009 to 2010 •  President & Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc., from 2000 to 2004 o   Served on Management Committee •  Chief Financial Officer of Associates First Capital Corporation from 1996 to 2000, while a public company o   Served as a member of its Board of Directors from 1998 to 2000
		Other Public Company Directorships
		•  Current o   OneMain Holdings, Inc. o   Synchrony Financial
		•  Past Five Years o   Cascade Acquisition Corp. o   Lifelock, Inc.
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Risk Management
				Capital Markets/Mergers & Acquisitions
				Public Company Board and Corporate Governance
				Government Relations, Regulatory or Legal
				Human Capital Management

14

Daniela Jorge     Independent Director Since: 2022   Age: 53   Committee:   •   NCG		Ms. Jorge is a consumer technology executive with experience leading product design at recognizable Fin-tech brands. She is an expert at deepening the customer experience through emerging technologies and is noted for her customer-centricity and cross-functional leadership. Ms. Jorge is a transformational leader with success unlocking the business value of design to fuel profitable growth. She has deep expertise in customer success and using data to enhance customer relationships and broaden product offerings, all of which qualifies her to serve as a Mr. Cooper Group Director.
		Professional Experience
		•  Senior Vice President & Chief Design Officer at Capital One Financial Corporation, a financial services holding company, since June 2023 •  Chief Design Officer at PayPal, a leading financial technology company and online payments system, from November 2020 to May 2023 o   Previously served as Vice President of Design and Research from April 2016 to November 2020 •  Vice President of Digital Design and User Experience at AT&T Inc. from April 2014 to April 2016 •  Various senior leadership roles at: o   eBay Inc. o   Intuit Inc. o   Yahoo! o   Kaiser Permanente o   Kodak •  Serves on the Board of Directors of BayBrazil, a non-profit technology community •  Serves as a board advisor at Loft Brasil, Tecnologia LTDA, a privately-held Brazilian real estate technology company
		Other Public Company Directorships
		•  Current o   None
		•  Past Five Years o   None
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Human Capital Management
				Technology and Innovation
				Branding and Marketing

15

Shveta Mujumdar     Independent Director Since: 2020   Age: 46   Committee:   •  NCG		Ms. Mujumdar has extensive strategy, mergers & acquisitions, and operational experience. Her career has spanned multiple industries including financial services, education, and technology, specifically software and consumer internet. She is a transformational leader, and her financial acumen has helped her to scale businesses through strategy and mergers & acquisitions. She has experience in driving a customer-obsessed and product innovation-oriented culture, all of which qualifies her to serve as a Mr. Cooper Group Director.
		Professional Experience
		•  Senior Vice President, Corporate Development for Intuit, Inc., a business and financial software company, since February 2022 •  Head of Corporate Development for Block, Inc. (formerly Square, Inc.), a financial services and digital payments company from November 2021 to February 2022 •  Vice President, Corporate Development for Intuit, Inc. from September 2016 to November 2021 •  Vice President, Corporate Development for Lynda.com from February 2013 until its acquisition by LinkedIn in May 2015 o   Continued as a consultant for LinkedIn until August 2015 •  Various senior-leadership roles at: o   QuinStreet o   LiveNation/Ticketmaster o   Goldman Sachs Group o   Deloitte •  Member of the Board of the Children’s Discovery Museum
		Other Public Company Directorships
		•  Current o   None
		•  Past Five Years o   None
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Capital Markets/Mergers & Acquisitions
				Technology and Innovation

16

Tagar Olson     Independent Director Since: 2015   Age: 47   Committee:   •  Compensation (Chair)		Mr. Olson’s extensive experience in corporate financings, mergers, acquisitions, investments and strategic transactions, his relationships in the investment banking and private equity industries and his experience in identifying potential merger & acquisition candidates qualify him to serve as a Mr. Cooper Group director.
		Professional Experience
		•  Founder of Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies, since 2021 o   Management Committee member o   Investment Committee chair •  Partner at KKR from 2002 to December 2019 o   Served as head of financial services and hospitality and leisure industry teams o   Served as member of: •  Investment Committee (America’s Private Equity platform) •  Portfolio Management Committee (America’s Private Equity platform) •  Global Investment, Markets and Distribution Committee o   Played significant role in many other financial services sector investments •  Previous role at Evercore Partners Inc. •  Co-founder of the DHPS Foundation, a charitable organization dedicated to the research and treatment of rare genetic diseases •  Serves on the boards of directors of a number of privately-held companies
		Other Public Company Directorships
		•  Current o   None
		•  Past Five Years o   None
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Risk Management
				Capital Markets/Mergers & Acquisitions
				Public Company Board and Corporate Governance
				Human Capital Management
				Environmental, Social and Governance Matters
				Technology and Innovation

17

Steve Scheiwe     Independent Director Since: 2012   Age: 64   Committees:   •  Audit & Risk   •  Compensation		Mr. Scheiwe’s high level of financial literacy, broad experience serving as a board member of public and private companies, his experience in mergers, acquisitions and financing, his legal acumen and his experience serving on audit committees qualify him to serve as a Mr. Cooper Group director.
		Professional Experience
		•  President of Ontrac Advisors, Inc., a privately-held company which offers analysis and management services to private equity groups, privately held companies and funds managing distressed corporate debt issues, since 2001 •  Serves on the Board of Directors of: o   Penn Treaty American Corporation, a privately-held company operating through three insurance company subsidiaries, since August 2022 o   Atlas Financial Holdings, Inc., a former publicly-traded company offering commercial automobile insurance, since August 2022 •  Previously served on the boards of directors of several other public and privately-held companies in the last ten years
		Other Public Company Directorships
		•  Current o   None
		•  Past Five Years o   Alimco Financial Corporation o   Atlas Financial Holdings, Inc. o   F45 Training Holdings Inc. o   Verso Corporation
		Skills, Experiences and Attributes
				Strategic Leadership and Management
				Financial Services Industry
				Accounting and Financial Literacy
				Risk Management
				Capital Markets/Mergers & Acquisitions
				Public Company Board and Corporate Governance
				Government Relations, Regulatory or Legal
				Human Capital Management
				Environmental, Social and Governance Matters
				Technology and Innovation

18

CORPORATE GOVERNANCE

We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens our Board and management accountability and leads to better business performance. We are committed to maintaining strong corporate governance practices and will continually evaluate these practices. Additionally, we value our stockholders’ continued interest and feedback and are committed to maintaining an active dialogue to understand the priorities and concerns of our stockholders on a variety of topics, as well as to understand stockholders’ perspectives on our executive compensation program, our decision-making processes, our disclosure and recent trends and events. This outreach program ensures that our Board considers the issues that matter most to our stockholders so we can address them effectively. Below are some highlights of our corporate governance practices.

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Key Areas of Board Oversight

Our Board is responsible for, and committed to, the oversight of the business and affairs of our Company. In carrying out this responsibility, our Board advises our senior management to help drive success for us and for long-term value creation for our stockholders. Our Board discusses and receives regular updates on a wide variety of matters affecting us. Our Board met 11 times in 2024.

Governing Documents

The following primary documents make up our corporate governance framework:

These documents are accessible on our website at www.mrcoopergroup.com by clicking on “Governance” under the “Investors” tab. You may also obtain a free copy of any of these documents by sending a written request to Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. Any substantive amendment to or grant of a waiver from a provision of our codes of ethics requiring disclosure under applicable Securities and Exchange Commission (“SEC”) or NASDAQ rules will be posted on our website.

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Corporate Governance Guidelines

This document sets forth the Company’s primary principles and policies regarding corporate governance. The Corporate Governance Guidelines are reviewed from time to time as deemed appropriate by the Board. The matters covered by the Corporate Governance Guidelines include the following:

Board’s Role in Risk Oversight

Senior management has the responsibility to develop and implement our strategic plans and to identify, evaluate, manage and mitigate the risks inherent in those plans. It is the responsibility of the Board to understand and oversee our strategic plans, the associated risks and the steps that our Chief Risk & Compliance Officer and senior management are taking to manage and mitigate those risks. The Board takes an active approach to its role in overseeing the development and execution of our business strategies as well as its risk oversight role. This approach is bolstered by the Board’s leadership and committee structure, which ensures proper consideration and evaluation of potential enterprise risks by the full Board. In addition to receiving information from its committees, the Board also receives updates directly from Mr. Bray, who due to his position as both Chairman of the Board and Chief Executive Officer of the Company, effectively communicates with other members of management and updates the Board on important aspects of our operations. As part of its strategic risk

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management oversight, the full Board conducts several reviews throughout the year to ensure that our strategy and risk management is appropriate and prudent, including:

The Board has delegated certain risk management oversight responsibilities to specific Board committees, each of which reports regularly to the full Board as follows:

Information Security, Cybersecurity and Data Privacy

Maintaining the privacy and security of the information we create and receive about the Company, our team members, customers, vendors and others is a component of our enterprise risk management program. We have systems in place to safely receive and store that information and to detect, contain and respond to data security incidents. While everyone at Mr. Cooper Group plays a part in information security and data privacy, oversight responsibility is shared by the Board, its committees and management. For additional information on our Information Security program please see “Environmental, Social and Governance – Information Security” on page 34.

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Our program and practices in these areas include the following:

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Board, Committee and Annual Meeting Attendance

The Board held 11 meetings during 2024. Each director attended at least 75% of the total number of meetings of the Board and committees held during the period he or she served. Directors are invited and encouraged but are not required to attend our annual meeting of stockholders. In 2024, all of our directors attended our annual meeting of stockholders.

Presiding Non-Management Director and Executive Sessions

Our non-management and independent directors meet in executive session without management at least twice per year. Our Independent Lead Director presides at each executive session.

Committees of the Board

The Board currently has three principal standing committees – Audit & Risk, Compensation and NCG. The Board, upon recommendation from the NCG Committee, reviews committee assignments and determines whether rotation of committee members and committee chairs is appropriate to introduce fresh perspectives and to broaden and diversify the views and experiences represented on the committees. The Board has determined that each member of these committees is “independent” as defined under NASDAQ’s listing standards and for the purpose of the committees upon which such directors serve.

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Incentive Awards Committee

The Compensation Committee has delegated to the Incentive Awards Committee, which consists of Jay Bray, our Chairman & Chief Executive Officer, the authority to make certain awards under our incentive compensation plan to our employees who are not executive officers.

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Compensation Advisor

The Compensation Committee has the authority, in its sole discretion, to retain and terminate compensation advisors, including approval of the terms and fees of any such arrangement. In February 2024, the Compensation Committee retained Korn Ferry (US) (“Korn Ferry”) to serve as the Compensation Committee’s independent compensation advisor. Total fees paid to Korn Ferry by the Company for Executive and Director Compensation consulting services were approximately $202,500. During 2024, Korn Ferry did not perform other services for the Company. Additionally, based on (a) standards promulgated by the SEC and NASDAQ to assess compensation advisor independence, which are identified in the Compensation Committee’s Charter and (b) the analysis conducted by Korn Ferry in its independence review, the Compensation Committee concluded that Korn Ferry is an independent advisor to Mr. Cooper Group and that the work performed by Korn Ferry did not raise any conflicts of interest. For more information on the compensation advisor, see “Role of Compensation Advisor” in the “Compensation Discussion and Analysis” section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

There is not, nor was there during 2024, any compensation committee interlock or insider participation on the Compensation Committee.

Board and Committee Evaluations

Our Board is committed to continuous improvement and recognizes the importance of a robust evaluation process to enhance board performance and effectiveness. Our NCG Committee oversees the annual performance evaluation of the Board and ensures that each of the Board’s committees conducts an annual self-evaluation. The NCG Committee typically engages an external evaluator to facilitate the assessment process either through administering questionnaires or through an active individual Director interview process. In general, covered areas for the assessments include Board alignment, governance, strategy, risk management, culture, composition, information received, meetings and leadership. In 2024, the NCG Committee engaged an outside law firm to conduct in-depth individual interviews to assist in candid discussions to identify and promote areas for improvements, as well as successes. Upon completion of the individual director interviews, the outside law firm synthesized the Directors’ assessments and reported the findings to our Chief Legal Officer, who (a) discussed the findings with the Lead Director and NCG Committee and (b) led a discussion in a closed session with the full Board. The Board then identified successes and areas for improvement and established goals for the upcoming fiscal year.

2024 Evaluations: A Multi-Step Process:

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Communications with the Board

Any Mr. Cooper Group stockholder or other interested party who wishes to communicate with the Board or any of its members, including our Independent Lead Director, may do so by writing to: Board of Directors (or one or more named directors) c/o Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as annual report requests, business solicitations, advertisements and job inquiries. Any communication that is screened as described above will be made available to any director upon his or her request.

Communications with the Audit & Risk Committee

Complaints and concerns relating to our accounting, financial reporting, internal accounting controls or auditing matters (together, “Accounting Matters”) should be communicated to the Audit & Risk Committee of the Board. Any such communications may be made on an anonymous basis. Employee concerns or complaints may be reported to the Audit & Risk Committee through a third-party vendor, The Network, Inc., which has been retained by the Audit & Risk Committee for this purpose. The Network, Inc. may be contacted toll-free at 866-919-3222 or via NAVEX Global’s website at www.mrcooper.ethicspoint.com. Outside parties, including stockholders, may bring issues regarding Accounting Matters to the attention of the Audit & Risk Committee by writing to: Audit & Risk Committee c/o Executive Vice President & Chief Legal Officer, Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019.

All complaints and concerns will be reviewed under the direction of the Audit & Risk Committee and oversight by the Chief Legal Officer and other appropriate persons as determined by the Audit & Risk Committee. The Chief Legal Officer reports to the Audit & Risk Committee on such communications.

Stockholder Engagement

We believe that effective corporate governance includes regular, active dialogue with analysts, stewardship teams, investors in our equity and senior notes, and other market participants, and we consider their feedback on our executive compensation program, governance, board as well as the Company’s strategy, financial results and disclosures, and industry and market trends.

Director Compensation

The Compensation Committee seeks outside advice from its compensation advisor on market practice and reviews independent director compensation to confirm the compensation we offer is market appropriate without being excessive. Under this assessment, the Compensation Committee determines if it should recommend that the Board make any changes to the compensation for our independent directors. Based on this assessment, the Compensation Committee recommended that the Board approve a slight increase to our Directors’ annual equity component to align the total compensation (cash and equity) with the market median. Based on this assessment and recommendation, the Board increased the Directors’ annual equity award from $110,000 to $125,000. The independent director fees are payable in semi-annual installments in arrears, based on the following framework for 2024:

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Our Directors had the following responsibilities in 2024:

All of our independent directors received a grant of $125,000 restricted stock units on May 23, 2024, the date of our 2024 Annual Meeting of Stockholders, which vest on May 22, 2025. The independent directors have the option to defer the date that some or all vested restricted stock units are converted into shares of common stock and delivered to the director. Our 2019 Omnibus Incentive Plan (“Omnibus Incentive Plan”) places an aggregate yearly limit of $750,000 for the value of awards that can be granted together with cash fees paid to our independent directors.

The following table sets forth certain information regarding the compensation paid in 2024 to our independent directors.

Fees to independent directors may be made by issuance of Mr. Cooper Group common stock, based on the value of common stock at the date of grant, rather than in cash, provided that any such issuance does not prevent a director from being independent and the shares are granted pursuant to a stockholder approved plan. Directors who are also our employees receive no additional compensation for their services on the Board. All members of the Board are reimbursed for reasonable costs and expenses related to attending Board or committee meetings or other meetings with management and for expenses related to director education programs.

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Director Stock Ownership Guidelines

Our stock ownership guidelines provide that non-employee directors are expected to accumulate, within five years of their election to the Board, shares of Mr. Cooper Group stock equal in value to at least five times the amount of their annual cash retainer. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including deferred vested awards and unvested restricted stock units. Our Board established this particular level of stock ownership for our non-employee directors to have the interests of our non-employee directors aligned with the investment interests of our stockholders.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Our Board oversees ESG-related risks and opportunities relating to our business and long-term strategy. Our EVP & Chief Experience Officer raises relevant ESG topics to the Board on an ongoing basis.

Environmental Practice

We are committed to conducting operations and activities in a manner that provides and maintains safe and healthful working conditions, protects the environment and conserves natural resources. We maintain practices so that our operations are managed and operated in compliance with applicable laws and regulations. As part of our green initiatives, we promote environment-friendly solutions within our buildings, including a recycling program and a reduction in paper products. Our corporate headquarters building is Energy Star Certified and Leadership in Energy and Environmental Design (LEED) Certified by the United States Green Building Council (USGBC). Our offices in India have launched several environmental initiatives, including aerator installation for water efficiency, switching to bamboo tissue paper and utilizing electric vehicles for team member transportation. Five years ago, we shifted more than 95% of our team to remote work allowing us to consolidate the space utilized by essential workers in our office buildings. In late 2024, we executed an agreement to reduce our office footprint by an additional 240,000 square footage by February 2025 as we have continued to prioritize our home-centric approach. This reduction in utilized square footage resulted in lower total energy use in our office buildings and significantly decreased the amount of paper printing, which has continued through 2024. Our team members continue to operate in a home-centric model of work that encourages the routine use of technology for meetings and presentations as opposed to printing paper handouts and reduces the environmental impacts associated with daily employee commuting.

For our customers, we actively encourage electronic communications including campaigns tied to customers choosing to go “paperless.” In 2024, we continued our tradition of organizing a paperless campaign for customers. As of the end of 2024, more than 86% of our customers have a registered digital account with us and more than 55% of our customers have signed up for paperless communications as a result of our efforts to encourage digital communication.

Social Responsibility

Social Responsibility plays an important role in our business as we aim to foster our team culture, meet the evolving needs of our customers and be good stewards of our communities. We are grounded in a set of three intangible core values – being challengers of convention, champions for our customers and cheerleaders for our team.

For Our Team Members

We want our approximately 7,900 team members across the U.S. and India to be engaged and inspired by purposeful work. Our most recent engagement survey, which led to our sixth consecutive Great Place to Work certification and inclusion on the 2024 Great Place to Work and Fortune Best in Financial Services and Insurance and Best Workplaces in Texas and India lists, shows how these intentional efforts are making a difference, with 88% of survey participants having said that Mr. Cooper Group is a great place to work.   Over the last few years, we have cultivated a people-first culture, utilizing team member feedback to drive new initiatives and have focused on the following:

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In Our Communities

Alongside government and non-profit housing organizations, in 2024, we regularly partnered with local communities to connect with homeowners to assist with their housing questions and provide helpful resources. We also encourage team members to volunteer their time and efforts to support their local communities through Company initiatives.

As the country’s largest servicer, we are committed to working alongside other industry leaders to ensure we keep the dream of homeownership alive. We have continued to play an active role in industry and housing policy conversations focused on supporting homeowners as the country has come out of the COVID-19 pandemic. We are proud to participate in the U.S. Department of the Treasury Homeowner Assistance Fund (“HAF”) Program, which was designed to prevent mortgage delinquencies and defaults, foreclosures, loss of utilities or home energy services, and displacement of homeowners experiencing financial hardship after January 21, 2020. Through the HAF Program, in 2024, we helped more than 8,550 customers get access to more than $120 million in funds.

We are also a premier sponsor of our local United Way and Habitat for Humanity events. We also encourage team members to volunteer with the non-profit organization(s) of their choice by providing all team members paid time off each year for volunteer activities. In 2024, our team came together to participate in nearly 60 volunteer events totaling more than 5,000 volunteer hours.

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Information Security

Cyber Risk Management and Strategy

Our cyber risk management and strategy has been incorporated into our compliance and risk management program across a number of verticals. For example, information security risk assessments are performed across our business processes, including, but not limited to, third-party services, vendors and systems that process sensitive data. We undergo external annual penetration assessments to evaluate susceptibility to attack, for example, through social engineering, application websites and system/network vulnerabilities. We aim to continuously evolve our information security program in response to the ever-changing landscape of best practices, industry-specific risks, company-specific risks, and potential threats. This evolution is also driven by validation tests in an effort to ensure our program remains robust and effective. In the wake of an October 2023 cybersecurity incident, we have prioritized implementation of enhanced safeguards consistent with our incident response process and further fortifying our commitment to information security.

We also have a process to evaluate third-party providers, which is designed to understand the potential risks and impact of threats to our supply chains as well as potential privacy risks associated with external data management. This process has multiple components and is designed to assess our providers performance across several domains, including data security, asset management, communications and operations management, access control, business continuity management, financial, and legal compliance.

Considering the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity assessors, consultants, and auditors, in evaluating and testing our risk management systems. These engagements allow us to leverage specialized knowledge and insights, including leading industry practices, to better inform our cybersecurity strategies and processes. Our collaboration with these third parties includes audits, threat assessments, and consultations to enhance our security measures.

In addition, we undergo several compliance audits annually, which include a SOX compliance audit, a SOC1 audit and a SOC2 audit. Our approach to managing compliance-related risks includes maintaining a data loss prevention program, centralized compliance management, an identity management platform, ongoing Managed Security monitoring, threat and vulnerability monitoring, and information security risk insurance.

Governance Related to Cybersecurity Risks

Our Board conducts several reviews throughout the year in an effort to ensure that our cyber strategy and risk management is appropriate and prudent. It is the responsibility of the Board to understand and oversee our strategic plans, the associated risks, and the steps that our senior management team is taking to manage and mitigate those risks. Principal accountability in this domain is placed with our Chief Information Security Officer, who has approximately 25 years of experience in cybersecurity program design and implementation. Responsibility is shared by our Chief Risk & Compliance Officer, who has approximately 20 years of leadership experience in the financial services sector with an extensive background in the mortgage industry, and our Chief Innovation & Digital Officer, who has approximately 20 years of experience leading technology and product engineering functions.

Our Enterprise Risk Committee reviews and discusses cybersecurity, information security and data privacy risks at regular intervals. A quarterly Enterprise Risk Committee meeting is chaired by our Chief Risk & Compliance Officer and includes information security briefings led by our Chief Information Security Officer.

We also hold quarterly Audit & Risk Committee meetings, during which our Board receives briefings on information security matters. Risks that are identified during these processes are reviewed by executive leadership and corrective action plans are established to address and manage the issues, as applicable and appropriate.

We believe in a proactive approach to enterprise risk management. A major tenet of our cybersecurity program includes training to educate and inform team members on cyber hygiene and threat management as well as regular testing to check for understanding. We have invested in technology and dedicated internal resources to facilitate training for application developers, conduct tabletop exercises, run anti-phishing campaigns, and train on privacy regulations. These training activities, along with other key risk indicators, are tracked and reported to our Enterprise Risk Committee on a quarterly basis.

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EXECUTIVE OFFICERS

The following summarizes the business experience of our current executive officers other than Mr. Bray:

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Letter from Our Compensation Committee Chair

Dear Fellow Stockholders,

On behalf of the Compensation Committee, as we reflect on 2024, we are proud of our Company’s strong performance and track record of sustained portfolio growth. This is a testament to the Company’s execution capabilities, cultural commitment to serving customers and stakeholders, and consistent approach to investing in technology solutions that scale our platform and capabilities.

For our Committee, the past couple years have required careful consideration, and we wanted to take the opportunity to share with you our priorities and perspectives that informed our compensation-related decisions and actions, and why we continue to believe that our current program is well designed, incentivizes actions that will lead to long-term stockholder value creation and aligns pay with performance.

Engaging, Hearing and Responding to Our Stockholders

We take the feedback of our stockholders seriously, and were disappointed with the 68% support our say-on-pay proposal received at the 2024 Annual Stockholders Meeting. Our Board, including the members of this Committee, has long taken a proactive approach to stockholder engagement, which enables us to better understand stockholder perspectives and ensure your feedback is considered accordingly.

To continue and further demonstrate our commitment to aligning our compensation program with both our pay-for-performance philosophy and fulsome stockholder feedback, we have meaningfully expanded the ‘Compensation Discussion & Analysis’ section in this year’s proxy statement, including enhanced discussion of: (a) stockholder feedback heard and addressed in 2024; (b) our go-forward approach to one-time awards; and (c) a summary of how we have addressed stockholder feedback and evolved our pay practices over the past five plus years.

Adding Key Leadership Talent

In 2024, after a diligent search process, Michael Weinbach succeeded Chris Marshall as the Company’s President. Mr. Weinbach brings an extensive track record of senior leadership roles across consumer and mortgage banking. Our Management team and Board have already benefitted from Mr. Weinbach’s expertise as well as his people-first approach, which makes him well equipped to contribute to the next phase of our growth journey. Mr. Weinbach’s compensation, detailed in the CD&A below, is commensurate with the role and his experience.

Enhancing Alignment Between our Pay Practices and Long-Term Strategy & Performance

Over the past several years, the Committee and full Board have evolved our compensation program to a framework that aligns compensation with the achievement of well-defined financial and strategic goals and increased equity-based compensation. Recent changes to our performance stock unit (“PSU”) program reflect that evolution, including the: (a) elimination of the one-year vesting period and implementation of a three-year performance and vesting period, (b) incorporation of two evenly-weighted performance metrics – Tangible Book Value and Relative TSR (measured against companies of the S&P 1500 Financials Index) and (c) addition of a negative TSR cap such that if the Company’s TSR is negative during the performance period, the Relative TSR portion of the award is capped at target.

Rewarding Strong 2024 Performance

In assessing 2024 performance and determining final cash and equity incentive awards, the Committee recognized our Company’s outstanding performance against our financial and strategic objectives, which led to above target payouts on our annual cash incentive awards. The Committee also concluded that above target equity awards – the value of which is based on prior year performance – were appropriate for our CEO and CFO, given their contributions to our success, and notably for Mr. Johnson, his exceptional strategic performance in the Flagstar transaction, his responsibility for strategic transactions and his oversight of the smooth onboarding and transition of the Company’s President. The Committee remains focused on ensuring that target compensation opportunities remain appropriate, and that our pay outcomes reflect our pay-for-performance philosophy.

Thank you for your investment and continued confidence in Mr. Cooper Group.

Sincerely,

Tagar Olson, Chair

April 10, 2025

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the executive compensation programs for the individuals that served as our Chief Executive Officer, Chief Financial Officer and our other named executive officers (“NEOs”) in 2024 as set forth below.

On January 9, 2025, Michael Rawls announced his intention to retire as CEO of Xome effective June 30, 2025, and Chris Marshall, who ceased being an executive officer on February 1, 2024, joined Xome in January 2025 to lead its operations in a consulting role.

This CD&A provides discussion and analysis of our executive compensation framework, including (a) elements of pay, (b) 2024 performance of our NEOs and resulting incentive awards, (c) the process and rationale by which we determined these awards and (d) our compensation governance policies.

Executive Summary

Over the course of the past several years, the Compensation Committee, Board and management team have substantially reoriented our compensation program from a framework that was primarily cash-based and discretionary to a framework that directly aligns compensation with the achievement of well-defined financial and strategic goals and increases equity-based compensation. We believe this better aligns the interests of management with those of stockholders and provides the proper incentives for management to focus on long-term stockholder value. Our executive compensation program achieves this alignment by awarding a substantial majority of annual compensation in the form of variable performance-based incentives. In making its final compensation decisions for 2024, the Compensation Committee considered the following accomplishments during the fiscal year:

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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 through thoughtful strategic decision-making and successful navigation of management transitions. 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 stockholder returns when benchmarked against broader market constituencies.

2024 Stockholder Outreach and Say-On-Pay Vote

At our 2024 Annual Meeting of Stockholders, our say-on-pay proposal received the support of approximately 68% of votes cast. The Compensation Committee and full Board were disappointed with this level of support. We take all stockholder feedback seriously and are committed to being responsive to the results of this vote as well as the input we have received through our ongoing direct engagement with stockholders.

We maintain a year-round stockholder engagement program, and the feedback received in these discussions has been an input into the design, disclosure and structural enhancements we have made to our executive compensation program. In 2024, we continued to proactively reach out to our stockholders to discuss executive compensation and to provide our investors with an opportunity to provide management and the Compensation Committee with feedback. After the 2024 say-on-pay vote, we broadened this outreach, and invited stockholders representing 70% of our shares outstanding – including stockholders who voted against say-on-pay at the 2024 Annual Meeting – to meet with our management team, and in certain cases, our Compensation Committee Chair. We ultimately engaged with stockholders representing 30% of shares outstanding, which included ten of our largest investors and those that voted against say-on-pay. Our Compensation Committee Chair met with investors representing 25% of shares outstanding.

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What we Heard in 2024

During these engagements, we discussed a number of compensation-related topics including the Compensation Committee’s rationale behind Mr. Bray’s 2023 employment agreement and one-time award, the use, mix and measurement of various performance metrics in our short and long-term incentive plans and the Compensation Committee’s approach to target-setting, peer selection and continued thinking around our strategic objectives.

Through these discussions, the vast majority of stockholders we spoke with voiced their support for the decisive measures taken to retain Mr. Bray and are fully confident in the Company having secured the right management team to deliver on long-term stockholder value creation. Investors also broadly approved of our ongoing compensation program design and recognized the significant stockholder value this executive team has created and their track record of industry outperformance. We also learned that the general practice of granting one-time or special awards was the primary factor behind the shares voted against the say-on-pay proposal. Consistent with our commitment to engaging, hearing and responding to our stockholders’ questions and concerns, the following are the key themes that emerged from these discussions and the Company’s actions and/or perspectives on those topics.

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In summary, our conversations with our stockholders re-affirmed that the structure, design and accompanying pay opportunities of our compensation program are appropriate, meaningfully align management and stockholder interests and are working as intended to incentivize and reward value creating performance by our leadership team. No investors we spoke to sought any meaningful changes to our program, nor shared any expectations other than re-assurance that we would maintain our commitment to not providing Mr. Bray with any future one-time awards during the five-year term of the award and continue to provide transparent and thoughtful rationale on any future changes to our pay practices.

Beyond this five-year commitment, the Compensation Committee believes that one-time awards should not be a routine component of our compensation program, will continue to limit their use to exceptional circumstances and disclose a clear rationale for any such award in the CD&A when granted to named executive officers. The award granted to Mr. Bray in October 2023 contained several features detailed above which demonstrate the Compensation Committee’s commitment to a disciplined approach regarding the use of one-time awards in exceptional circumstances and being subject to rigorous performance.

Our Evolving Pay Strategy

Over the past five years, we have reviewed and refined our executive compensation practices, while also incorporating stockholder feedback, with some key examples highlighted in the table below. We remain committed to maintaining an active dialogue with our stockholders to understand their perspectives on our

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executive compensation program and provide transparency around our practices. The Compensation Committee will continue to review our compensation program as part of its annual assessment process to ensure it remains aligned with our long-term strategy and optimizes stockholder returns.

Corporate Objective and Executive Compensation

Our overall corporate objective is to deliver a fair return to stockholders that is commensurate with the risks of our business. We review our compensation programs and related governance provisions and practices to ensure our compensation programs are aligned to the interests of stockholders, provide for appropriate pay-for-performance alignment, contain risk mitigating features and do not promote unnecessary and excessive risk. For example, as discussed below, the strategic metrics in our annual cash incentive plan contain metrics to maintain regulatory compliance and manage risk. Our critical measure of success is stockholder return. Our compensation program for senior executives aligns the interests of management and stockholders in growing the value of our Company while managing risk. At the same time, we recognize the market for executive talent requires competitive remuneration. Our compensation program is designed to balance three objectives:

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Below are some highlights of our compensation program:

Overview of the 2024 Executive Compensation Program for our NEOs

The compensation program for our NEOs has three components: base salary, annual cash incentive awards and equity awards (both time- and performance-based). On average, approximately 87% of the NEOs’ target total compensation is in the form of variable awards, with the award value based on financial performance and the execution of strategic objectives. The chart below illustrates the principal pay elements of our compensation program and the rationale for their use.

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2024 Total Target Compensation and Outcomes

The Compensation Committee reviewed our target compensation pay levels to assess whether they remain aligned with current strategic and business objectives and best practices within our industry. To maintain competitiveness, and to ensure there is a proper pay-for-performance alignment, the Compensation Committee considered industry prevalent practice, scope of our NEOs’ responsibilities, individual performance, tenure and experience at their respective role and internal pay equity when identifying target compensation figures. For 2024, the Compensation Committee set target total direct compensation at the same level as that of 2023 for each of our returning NEOs, other than Mr. Johnson. The Compensation Committee increased Mr. Johnson’s target equity compensation from 150% of base salary (for 2023) to 300% of base salary (for 2024) to recognize his outstanding performance as Chief Financial Officer, to reflect the expanded scope of his responsibilities and to better align Mr. Johnson’s target total direct compensation with market median compensation pay levels of the Company’s peer group.

The table below outlines the target total compensation for the 2024 performance year on an annualized basis for each of our NEOs based on our four principal pay elements. The Compensation Committee determined the target total direct compensation, and that of each element, at the beginning of 2024.

At the conclusion of 2024, based on Company and individual performance, the annual EMIP payouts and the long-term incentive award grant values were determined, and are shown in the table below. The long-term incentive awards were granted in March 2025, in recognition of 2024 performance, and will be included in next year’s proxy statement in the CD&A and related compensation tables for 2025.

Our annual cash incentive paid out above target for all of our NEOs, given our outstanding performance against our financial and strategic objectives, which was also reflected in our significant stock price outperformance. Messrs. Bray and Johnson also received above target equity awards based on their respective contributions to our overall 2024 performance, and in the case of Mr. Johnson, his notable strategic performance in the Flagstar transaction. Mr. Marshall’s above target equity awards reflect the provision in his Employment and Transition Agreement providing for a 50/50 split between the sum of the actual EMIP and his target long-term incentive value, delivered 60% via RSUs and 40% via PSUs. Further detail on our annual cash incentive and annual equity awards can be found below.

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The graphs below outline our NEOs’ 2024 target pay mix:

CEO Target Mix of Pay		Average NEO Target Mix of Pay

Base Salary

The Compensation Committee sets base salaries considering the scope of each NEO’s responsibilities and market data on compensation levels necessary to recruit and retain executives with the appropriate skills and experience. The Compensation Committee reviews base salaries annually in connection with its performance evaluation process and adjusts salaries periodically based on the individual performance of each NEO and the overall performance of the Company. Periodic base salary adjustments are intended to ensure that the individual’s overall compensation remains competitive for the position and responsibilities.

In determining base salary for our NEOs for 2024, the Compensation Committee considered the base salaries of our peer group and determined that no increase to base salary was appropriate for our NEOs at this time.

Base Salary

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Executive Management Incentive Plan Awards

Each of our NEOs participates in the Executive Management Incentive Program (“EMIP”), a formulaic annual cash incentive program intended to reward strong individual performance and the Company’s overall achievement of financial and strategic goals. For 2024, each of our NEOs was eligible to earn the following percentage of his respective base salary, with defined Threshold and Maximum performance receiving a 50% and 200% multiple of target payout respectively (with intermediate performance linearly interpolated):