nmih-20240327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

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

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12


NMI Holdings, 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):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

March 28, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of NMI Holdings, Inc. (NMI or the Company). The meeting will be held as a virtual meeting on Thursday, May 9, 2024 at 8:30 a.m. Pacific Time. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/NMIH2024.

At this year's meeting, we will vote on the election of directors and the ratification of the selection of BDO USA, P.C. as NMI's independent auditors. We will also conduct a vote to approve the amendment and restatement of our current amended and restated certificate of incorporation to provide exculpation for certain officers, and a nonbinding advisory vote to approve the compensation of NMI's named executive officers. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions. Prior to and during the meeting you may vote on the proposals described in this proxy statement.

Your vote is important. Whether or not you plan to participate in the meeting, we encourage you to vote as soon as possible over the Internet or, if you requested printed copies of the proxy materials to be mailed to you, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you participate in the meeting. You may also vote online during the meeting until voting is closed. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support in NMI.

Sincerely,


						Bradley M. Shuster Executive Chairman and Chairman of the Board March 28, 2024



			Table of Contents


NOTICE OF 2024 ANNUAL MEETING			1
PROXY STATEMENT SUMMARY			2
Matters To Be Voted Upon			2
Virtual Annual Meeting Detail			3
How to Vote In Advance of the Annual Meeting			3
How to Participate and Vote in the Annual Meeting			3
Director Nominees Summary Chart			4
Performance Highlights and Strategy			5
PROXY STATEMENT			7
About the Annual Meeting			7
ITEM 1 — ELECTION OF DIRECTORS			10
Director Criteria, Qualifications, Experience and Tenure			10
Our Director Nominees and Diversity			11
Personal Attributes and Skills of the Director Nominees			12
Biographies of the Director Nominees			13
2023 Director Compensation			18
Corporate Governance and Board Matters			20
Board Leadership			20
Board Committees			21
Audit Committee Report			2 2
Board Oversight of Risk			24
Board Oversight of Our Values and People			26
Corporate Responsibility			26
Sustainability Report			26
Environmental Impact			26
Social Responsibility			26
Governance			28
Director Independence			28
Certain Relationships and Related Party Transactions			2 9
Stockholder Engagement			29
Information Online			30
Board Communication			30
Information of Our Executive Officers			30
Beneficial Ownership of Common Stock			32
Named Executive Officers and Directors			32
Greater Than 5% Stockholders			33
Equity Compensation Plans Information			33
COMPENSATION OF NAMED EXECUTIVE OFFICERS			34
Compensation Discussion and Analysis			34
Executive Summary and Overview of Performance			34
Executive Compensation Philosophy			36


Stockholder Say-on-Pay Votes			36
Our Process for Executive Compensation			37
Benchmarking			39
Our Peer Group			39
Elements of Executive Compensation Program (Overview)			40
Compensation of our CEO and Executive Officers Are Weighed Towards Variable Compensation			41
Compensation Program Details			42
Other Important Governance and Executive Compensation Policies			45
Compensation Committee Report			47
2023 Summary Compensation Table			48
Employment Arrangements with our NEOs			49
Grants of Plan-Based Awards for 2023			50
Outstanding Equity Awards at 2023 Fiscal Year-End			51
Option Exercises and Stock Vested during Fiscal Year 2023			52
Potential Payments upon Termination of Employment or Change in Control			52
CEO Pay Ratio

SEC Form DEF 14A filed by NMI Holdings Inc.