DEF 14A of Onity Group Inc., Apr 23, 2024

DEF 14A of Onity Group Inc.

Filed Apr 23, 2024 · FY20230001493152-24-015596

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS (Proposal One) Our Bylaws provide that our Board of Directors shall consist of no less than three and no more than eleven members with the exact number to be fixed by our Board of Directors. Effective April 1, 2024, concurrent with the appointment of Claudia J. Merkle as a director, our Board of Directors fixed the number of directors at eight. As Phyllis R. Caldwell has informed the Board of Directors that she does not intend to stand for re-election and is retiring from the Board of Directors immediately prior to the Annual Meeting, our Board of Directors has fixed the number of directors at seven, effective immediately prior to the commencement of the Annual Meeting. As further described below under “Board of Directors and Corporate Governance” and, in particular, under “Annual Board Assessment” and “Director Nomination Process,” it is the responsibility of the Nomination/Governance Committee and the Board to periodically review Board size and composition and, if deemed appropriate, to make changes that the Board believes will best position the Board to enhance our ability to create value for shareholders and address changes in the market and business environment in which we operate. Under the leadership of our Board, the Company demonstrated strong execution on our key strategic initiatives throughout 2023. Driven by our servicing segment, Ocwen produced strong 2023 results in terms of both adjusted pre-tax income and adjusted return on equity. The Company’s industry-leading servicing cost and operating performance, combined with special servicing capabilities, positioned us to execute on opportunistic asset management transactions that were accretive to earnings. Originations delivered year-over-year growth in average total servicing and subservicing portfolio unpaid principal balance (UPB) and responded to depressed industry volume levels by reducing expenses and increasing the volume mix of higher-margin products, while maintaining disciplined MSR investing. In an effort to address the impact of interest rate volatility on GAAP earnings, the Company increased our target MSR hedge coverage ratio throughout the year and management is working to continue to optimize our hedging strategy. Ocwen was again honored with Fannie Mae’s 2023 STAR(TM)award for servicing excellence and achieved Housing and Urban Development (HUD) Tier 1 servicer ranking, demonstrating the strength and quality of our servicing platform. During 2023 Ocwen continued to benefit from our long-term strategic relationship with Oaktree, extending the investment period for our joint MSR acquisition vehicle through May 2025. In addition, we launched a debt retirement initiative for our senior corporate notes to strengthen the Company’s leverage profile ahead of future refinancing activity. Throughout, the Board provided management with the guidance and oversight as we concluded our litigation with the Consumer Financial Protection Bureau and continued to fulfil our regulatory commitments, work toward the resolution of remaining legacy matters, and respond with speed and agility to new regulatory frameworks and disruption in the financial markets. To put the Company in the best position to execute on these initiatives, the Nomination/Governance Committee and the Board evaluate on an ongoing basis the skillsets and experiential perspectives of our directors as well as individuals recommended as potential nominees. Consistent with our Board Diversity Policy and our Corporate Governance Guidelines, the Board has identified a set of director nominees with individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will best serve the Company’s strategic and governance needs. The following provides additional information about the attributes of our current Board of Directors:

  2. ELECTION OF DIRECTORS

    | Ocwen Financial Corporation Board of Directors Skills and Experiences(1) | | | | | | | | | | | Glen A. Messina | Alan J. Bowers | Jenne Britell | Jacques J. Busquet | Phyllis R. Caldwell(2) | Claudia J. Merkle | DeForest B. Soaries, Jr. | Kevin Stein | | Public Company Board Experience | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | Served as a Chief Executive Officer or Head of Comparably Sized Organization | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Services Industry Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Audit Committee Financial Expert | ✔ | ✔ | ✔ | ✔ | | ✔ | | ✔ | | Regulatory Compliance and Risk Management Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Mortgage Servicing, Lending, or Community Housing Organization Experience | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ |

  3. ELECTION OF DIRECTORS

    | (1) Includes outside managerial and director experience only (i.e., does not include Ocwen-based experience) | | (2) Ms. Caldwell is not standing for re-election and intends to retire from the Board immediately prior to the Annual Meeting. |

  4. Nominees for Director

    Nominees for Director Our Board of Directors, upon the recommendation of the Nomination/Governance Committee, is proposing the seven nominees listed below for election as directors at the Annual Meeting. All nominees currently serve as our directors. There are no arrangements or understandings between any nominee and any other person for selection as a nominee. Each of the nominees listed below has consented to being named in this proxy statement and to serving as a director, if elected. If any nominee is unable to or will not stand for election at the time of the Annual Meeting, the person or persons appointed as proxies will nominate and vote for a replacement nominee recommended by our Board of Directors or the Board of Directors may reduce the number of directors constituting the Board. As of the date of this proxy statement, our Board of Directors knows of no reason why any of the nominees would not be able or willing to serve as a director if elected. The following sets forth certain information concerning our director nominees, including his or her principal occupation for at least the last five years, additional biographical information and specific qualifications of each director:

  5. Nominees for Director

    | Glen A. Messina | Mr. Messina has served as Chair of the Board of Directors since January 2023 and as President and Chief Executive Officer and a director of Ocwen since October 2018. He previously served as the President and Chief Executive Officer of PHH Corporation (PHH Corp.) from January 2012 to June 2017 and Chief Operating Officer of PHH Corp. from July 2011 to December 2011. Mr. Messina also served as a director of PHH Corp. from January 2012 to June 2017 and as a consultant to PHH Corp. through March 2018. Prior to joining PHH Corp., Mr. Messina spent 17 years at General Electric Company (GE), most recently as Chief Executive Officer of GE Chemical and Monitoring Solutions, a global water and process specialty chemicals services business. Mr. Messina was selected to serve on our Board of Directors because of his extensive operational and leadership experience, including his service as both our President and Chief Executive Officer and his service as a director and the President and Chief Executive Officer of PHH Corp. | | Alan J. Bowers | Mr. Bowers has served as a director of Ocwen since May 2015. In March 2023, Mr. Bowers was appointed as a director of Selina Hospitality PLC (Nasdaq GS: SLNA) and serves as Chair of the Audit Committee and a member of the Finance & Capital Allocation Committee. In December 2021, Mr. Bowers was appointed as a Director, the Audit & Finance Committee Chair and a member of the Compensation Committee of CWT Travel Holdings, Inc., a private business-to-business-for-employees (B2B4E) travel management platform. Mr. Bowers also previously served as a Director of Walker & Dunlop, Inc. (NYSE:WD), a commercial real estate finance company, from December 2010 until May, 2022, served as its Lead Director, and served on its Nominating and Corporate Governance Committee and as Chair of its Audit Committee. Mr. Bowers also served on the board and as Audit Committee Chair of CorePoint Lodging Inc., a publicly traded lodging REIT, from April 2018 until March 2022, when the company became a privately held company in a merger transaction. From July 2013 to May 2018, Mr. Bowers served as a Director of hotel chain La Quinta Inns & Suites (NYSE:LQ). Mr. Bowers’ additional prior roles include serving as a Director of American Achievement Corp., a privately-held manufacturer and distributor of graduation products, President, Chief Executive Officer and a board member of Cape Success, LLC, a private equity-backed staffing service and information technology solutions business, President, Chief Executive Officer and a board member of MarketSource Corporation, a marketing and sales support service firm and President, Chief Executive Officer and a board member of MBL Life Assurance Corporation, a life insurance company. Mr. Bowers also previously served on the boards and as Audit Committee Chair of Refrigerated Holdings, Inc., Roadlink Inc., and Fastfrate Holdings, Inc., each a transportation and logistics firm. Mr. Bowers has been a Certified Public Accountant since 1978, with experience including 17 years at Coopers & Lybrand, L.L.P. Mr. Bowers received his Bachelor of Science in Accounting from Montclair State University and his Master of Business Administration from St. John’s University. Mr. Bowers was selected to serve as a member of our Board of Directors because he brings to our Board over thirty years of experience in accounting and executive management, including experience on the audit committees of private companies and Securities and Exchange Commission registrants. Mr. Bowers’ accounting expertise and diverse corporate management experience are assets to our Board. |

  6. Nominees for Director

    | Jenne K. Britell | Dr. Britell has served as a director of Ocwen since February 2019. Dr. Britell served as a director of United Rentals, Inc. (NYSE:URI) from 2006 to 2019, including as its non-executive Chair from 2008 to 2019. Dr. Britell also served as a director of Quest Diagnostics Inc. (NYSE:DGX), including as a member of its Audit and Finance Committee, from 2005 to 2019. From 2000 through 2017, Dr. Britell served as a director of Crown Holdings, Inc. (NYSE:CCK), including as Chair of the Audit Committee. Previously, Dr. Britell served as Chair and Chief Executive Officer of Structured Ventures, Inc., advisors to U.S. and multinational companies, and as a senior executive of GE Capital, including as the Executive Vice President of Global Consumer Finance and President of Global Commercial and Mortgage Banking. Before joining GE Capital, she held significant management positions with Dime Bancorp, Inc., HomePower, Inc., Citicorp and Republic New York Corporation. Earlier, she was the founding Chair and Chief Executive Officer of the Polish-American Mortgage Bank. Dr. Britell’s extensive prior board service also includes serving as Lead Director for Aames Investment Corp., as a trustee for the Teachers Insurance and Annuity Association (TIAA-CREF), and as a director for Lincoln National Corp., in addition to numerous civic and philanthropic boards. Dr. Britell received a Ph.D. and a master’s degree in business administration from Columbia University and received a master’s degree and an undergraduate degree from Harvard University. Dr. Britell was selected to serve as a member of our Board of Directors due to her extensive executive and advisory experience, including in corporate governance, corporate finance, capital markets, international business and strategic planning, with multinational corporations operating in complex, regulated industries. | | Jacques J. Busquet | Mr. Busquet has served as a director of Ocwen since January 2016. Mr. Busquet was formerly Chief Risk Officer and Managing Director of Natixis North America LLC and a member of the Executive Committee from April 2008 to February 2015. Prior to that, Mr. Busquet was Executive Vice President and member of the Executive Committee of Canyon Americas (formerly Credit Lyonnais Americas) in charge of Risks, Compliance, Legal, Regulatory Affairs and Asset Recovery. Since 2021, Mr. Busquet has served as a director of Mizuho Securities USA, the US broker dealer of the Mizuho Financial Group, and a director of Mizuho Bank USA, a FDIC-regulated bank 100% owned by the Mizuho Financial Group. Since July 2016, Mr. Busquet has served as a director of Mizuho Americas LLC, the US Bank Holding Company of Mizuho Financial Group, Inc. Since 2005, Mr. Busquet has served as a director of Prolitec Inc., a privately-held commercial air scenting company. Since September 2023, Mr. Busquet has served as a Trustee of Old Westbury Gardens, a not-for-profit organization, and is a Member of the Finance Committee. Mr. Busquet has previously served as a trustee of the Institute of International Bankers, and of the African Wildlife Foundation, which he also served as Audit Committee Chair. Mr. Busquet has a Master of Business Administration in Finance from each of The Wharton School of the University of Pennsylvania and Hautes Études Commercialese (HEC), Paris. Mr. Busquet was selected to serve as a member of our Board of Directors because with his broad experience as an officer in charge of risks in his prior positions, Mr. Busquet brings to our Board valuable insight into risk management and compliance issues. His experience working in financial institutions provides him with a deep understanding of the financial services industry. We also benefit from his corporate management experience. |

  7. Nominees for Director

    | Claudia J. Merkle | Ms. Merkle is the former Chief Executive Officer of NMI Holdings, Inc. (Nasdaq:NMIH, “NMI”), a publicly traded private mortgage insurer and the parent company of National Mortgage Insurance Corporation. Ms. Merkle held the position of Chief Executive Officer from January 2019 through her retirement in December 2021. From 2019 through her departure in 2021, Ms. Merkle also served on NMI’s Board of Directors. Prior to serving as Chief Executive Officer, Ms. Merkle held multiple executive leadership positions at NMI after joining the company in May 2012, including President; Chief Operating Officer; Executive Vice President, Chief of Insurance Operations; and Senior Vice President, Underwriting Fulfillment and Risk Operations. Ms. Merkle also currently serves as an Advisory Board member of HomeLend Inc., a technology and operational platform that facilitates direct purchase and sale of mortgage loans. Ms. Merkle was selected to serve as a member of our Board of Directors due to her deep public company experience and significant industry knowledge spanning risk management and technology innovation in sales and operations as well as emerging corporate governance issues. | | DeForest B. Soaries, Jr. | Dr. Soaries has served as a director of Ocwen since January 2015. Dr. Soaries served as Pastor Emeritus at First Baptist Church of Lincoln Gardens until 2023 and Senior Pastor from 1990 through 2021. He formerly served as New Jersey Secretary of State from 1999 to 2002 and as Chair of the United States Election Assistance Commission from 2004 to 2005. He currently serves as an independent director at Independence Realty Trust, a publicly traded real estate investment trust, a position he has held since February 2011, and is Chair of the Compensation Committee. Dr. Soaries also served as an independent director of the Federal Home Loan Bank of New York from January 2009 through December 31, 2023, where he was the Vice Chair of the Compensation and Human Resources Committee and also served as a member of the Affordable Housing, Governance and Executive Committees. He also previously served as a director of New Era Bank. Dr. Soaries earned a Bachelor of Arts from Fordham University, a Master of Divinity from Princeton Theological Seminary and a Doctor of Ministry from United Theological Seminary. Dr. Soaries was selected to serve as a member of our Board of Directors due to his experience in the financial services industry, including as a board member of a public financial services company. Dr. Soaries brings a unique perspective as a religious and community leader focused on the issues facing struggling borrowers and communities. |

  8. Nominees for Director

    | Kevin Stein | Mr. Stein has served as Lead Independent Director since January 2023 and as a director of Ocwen since February 2019. Since January 2024, Mr. Stein has been Managing Director of Klaros Capital, a division of advisory and investment firm Klaros Group. From June 2022 through December 2023, he served as an independent consultant. From December 2020 through its merger with Pagaya Technologies Ltd. in 2022, Mr. Stein served as Chief Executive Officer and a director of EJF Acquisition Corp. From July 2018 through July 2022, he also served as Senior Managing Director at EJF Capital, LLC. In addition, from March 2016 through December 2019, Mr. Stein served with KCK US, Inc., a family-controlled private equity firm. Mr. Stein was previously a Managing Director in the Financial Institutions Group of Barclays, a Partner and Group Head of Depository Investment Banking at FBR & Co., a member of the leadership team of GreenPoint Financial Corporation, a bank holding company, and an Associate Director of the Federal Deposit Insurance Corporation (FDIC). Mr. Stein is Audit Committee Chair of Dime Community Bancshares, Inc. (Nasdaq:DCOM), where he has served as a director since 2017. He also served as a director of Pagaya Technologies Ltd (Nasdaq:PGY) from August 2022 through September 2023 and as a director of PHH Corp. from June 2017 until its acquisition by Ocwen in October 2018. Mr. Stein received his undergraduate degree from Syracuse University and his Master of Business Administration from Carnegie Mellon University. Mr. Stein was selected to serve as a member of our Board of Directors due to his knowledge regarding the financial services industry and his mortgage servicing experience, including his prior service as a director of PHH Corp. |

  9. BOARD OF DIRECTORS COMPENSATION

    BOARD OF DIRECTORS COMPENSATION The following table discloses compensation received for fiscal year 2023 by each member of our Board of Directors who was not employed by us or one of our subsidiaries and who served as a director during fiscal year 2023 (our non-management directors).

  10. BOARD OF DIRECTORS COMPENSATION

    | Name | Fees Earned Or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | Total ($) | | Jenne K. Britell | 98,000 | 120,000 | 218,000 | | Alan J. Bowers | 115,500 | 120,000 | 235,500 | | Jacques J. Busquet | 123,000 | 120,000 | 243,000 | | Phyllis R. Caldwell | 98,250 | 120,000 | 218,250 | | DeForest B. Soaries, Jr. | 154,522(4) | 120,000 | 274,522 | | Kevin Stein | 157,833 | 120,000 | 277,833 |

  11. BOARD OF DIRECTORS COMPENSATION

    | (1) Amounts reported for stock awards represent the aggregate grant date fair value of awards granted during fiscal year 2023 under the 2021 Equity Incentive Plan, as amended (the 2021 Plan) computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. We based the grant date fair value of stock awards on the closing price of our common stock on the New York Stock Exchange on the date of grant of the awards. | | (2) On May 23, 2023, our non-management directors received equity awards under the 2021 Plan for their service for the 2023-2024 term. Each award had a grant date fair value totaling $120,000 (with immaterial incremental value resulting from rounding to the next whole share). Each director received 4,424 restricted stock units (RSUs) vesting May 23, 2024, in the event each director attends at least 75% of applicable Board and committee meetings. | | (3) Our non-management directors have no shares subject to option awards or other equity awards outstanding as of December 31, 2023, other than the RSUs issued May 23, 2023, except the following issued in prior service years to directors deferring their equity compensation pursuant to the Deferral Plan for Directors: Dr. Soaries holds 4,981 RSUs deliverable six months following the termination of his service and Ms. Caldwell holds, 2,383 RSUs deliverable six months following the termination of her service. | | (4) Dr. Soaries’ cash compensation included the payment of $60,022 deferred during the 2016-2017 service year pursuant to the Deferral Plan for Directors. |

  12. BOARD OF DIRECTORS COMPENSATION

    The Compensation Committee has the responsibility for determining the form and amount of compensation for our non-management directors. Mr. Messina, our management director, does not receive an annual retainer or any other compensation for his service on the Board of Directors. Non-management directors receive the following compensation for their services on the Board of Directors.

  13. Director Compensation Alignment with Shareholder Value Creation

    Director Compensation Alignment with Shareholder Value Creation The equity component of our director compensation program aligns the compensation of our directors directly with long-term shareholder value creation. The table below reflects the strong incentive created by our director compensation program to ensure our directors’ compensation is aligned with shareholder value creation. The table below shows the total equity holdings, excluding stock options, of each of our directors as of March 31, 2024, including shares of common stock beneficially owned and vested and unvested restricted stock units. The table provides the value of those shares and restricted stock units based on the closing price of our stock on March 31, 2024 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2023.

  14. Compensation Highlights

    | ● | Aligned the structure of our annual incentive plan (AIP) with key strategic objectives, including profitability, growth and operational execution, and continued to incorporate diversity, equity and inclusion (DE&I) metrics to reinforce our commitment to effective human capital management practices. |

  15. Compensation Highlights

    | ● | Incorporated a service excellence modifier to the AIP to adjust results based on how we deliver on our commitments to our customers and clients, further promoting one of our core values. | | ● | Linked long-term equity awards to total shareholder return relative to a performance peer group to align with shareholder expectations, including special performance equity awards provided to recognize leadership and contributions as we navigate the volatile market, and provided for awards to settle in shares of common stock to build executive stock ownership in the Company. | | ● | Adjusted certain executives’ target compensation in recognition of performance and criticality to delivering on strategic priorities and as a result of an evaluation of labor market conditions. |

  16. Philosophy and Objectives of Our Executive Compensation Program

    | ● | Retain and hire top-caliber experienced executives: In a tight labor market and volatile industry, we believe it is critical that we offer compensation opportunities that allow us to attract and retain strong, proven executive talent. | | ● | Pay for performance: A significant portion of our annual target executive compensation (the sum of base salary, annual target bonus, and target value of annual equity program awards) – 85% for the President and Chief Executive Officer (CEO) and 69% for other NEOs on average – was dependent on the Company’s business performance and our executive officers’ contribution to that performance, and the performance of our stock (described further below in Variable Pay and Incentive Programs). | | ● | Align compensation with shareholder interests: A consequential portion of our annual target executive compensation – 62% for the CEO and 37% for other NEOs on average – was directly tied to total shareholder return or stock price. An additional portion of annual target executive compensation – 23% for the CEO and 31% for other NEOs on average – was tied to net income, return on equity, and other profitability and operating excellence objectives, emphasizing our focus on shareholder value creation (further described below under “Pay Measures”). | | ● | Reinforce a commitment to serve all stakeholders: We believe that taking all stakeholders’ opinions into account leads to long-term shareholder value creation. As such, annual incentive compensation awards were subject to a 20% adjustment – positive or negative – based on customer satisfaction and process quality results, demonstrating our continued commitment to supporting our borrowers. Those awards are also determined by an assessment of performance in promoting a culture of appropriate risk management and compliance, as well as demonstrating strong leadership behaviors. |

  17. Variable Pay and Incentive Programs

    Variable Pay and Incentive Programs To create a strong link between our incentive compensation opportunities and our short-term and long-term objectives, we use two specific programs: our Annual Incentive Plan (AIP) and the grant of long-term incentive awards (LTIP awards) under our 2021 Equity Incentive Plan. The chart below illustrates the portions of our NEOs’ annual target executive compensation that are delivered through our incentive programs. The Committee determines target compensation amounts after consideration of multiple factors, including comparative data from our peer group and general survey data provided by its independent compensation consultant (described below).

  18. Variable Pay and Incentive Programs

    | Element of Annual Target Compensation(a) | Description | Percent of CEO Total Annual Target Compensation(b) | Average Percent of non-CEO NEO Total Annual Target Compensation(b) | | Salary | Salaries are the only element of total target compensation that is not at risk based on short- or long-term performance. | 15% | 31.3% | | AIP | Funding for our annual short-term incentive program is linked to performance against key priorities of the Company, which is adjusted according to customer satisfaction and quality scores. Individual awards are further modified by the executive’s overall performance. | 23% | 31.3% | | LTIP Awards | Half of the award is in the form of Restricted Stock Units (RSUs) that vest annually over three years in equal tranches. The other half is in the form of Performance-Restricted Stock Units (PRSUs) that cliff vest at the end of three years provided minimum total shareholder return (TSR) level has been achieved relative to a performance peer group. | 62% | 37.4% |

  19. Variable Pay and Incentive Programs

    | (a) Other compensation that is available to all of our U.S. employees includes medical, dental and life insurance benefit programs. 401(k) matching contributions account for less than 0.1% of our NEOs’ compensation. | | (b) Total Annual Target Compensation percentages do not include special awards. |

  20. Pay Measures

    | Pay Measure | Description | Percent of CEO 2023 Total Target Compensation | Average Percent of non-CEO NEO 2023 Total Target Compensation | | Absolute (and Relative) Total Shareholder Return | Our long-term incentive program grants equity-based awards with half of target value as time-vested restricted stock units and half as performance-based units determined by TSR performance relative to a peer group. | 62% (31%) | 37% (19%) | | Net Income | Full-year GAAP net income and full-year adjusted pre-tax income combined accounted for 36.8% of the total weight of our AIP Scorecard.(1) | 9% | 12% | | Return on Equity | Second-half after-tax return on equity (ROE), excluding notables, represented 21.1% of the total weight of our AIP Scorecard. | 4% | 6% | | Growth | UPB growth and cash yields on owned servicing originations accounted for 26.3% of the total weight of our AIP Scorecard. | 6% | 8% | | Productivity | Expenses as a percentage of either revenue or UPB accounted for 10.5% of the total weight of our 2022 AIP Scorecard. | 2% | 3% | | Diversity, Equity & Inclusion | Executing objectives in our DE&I road map accounted for 5.3% of the total weight of our AIP Scorecard. | 1% | 2% |

  21. Pay Versus Performance

    Pay Versus Performance Our variable pay programs, particularly our LTIP awards, have created strong alignment between our NEOs’ total compensation and long-term shareholder value creation. As required by Item 402(v) of Regulation S-K, the table below illustrates the relationship between “Compensation Actually Paid” and certain financial performance measures of the Company.

  22. Pay Versus Performance

    | | | | Average Summary | | Value of Initial Fixed $100 Investment Based On | | | After-Tax | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Compensation Table Total for non-CEO NEOs(1) ($) | Average Compensation Actually Paid to non-CEO NEOs(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($MM) | Return On Equity (ROE), excluding notables(6) | | 2023 | 8,153,781 | 4,818,659 | 2,345,570 | 1,622,072 | 150 | 125 | (63.7) | 8.8% | | 2022 | 6,029,718 | 2,722,635 | 1,739,912 | 1,223,474 | 149 | 97 | 25.7 | (11.1)% | | 2021 | 6,627,653 | 10,670,774 | 1,644,825 | 1,837,428 | 195 | 115 | 18.1 | 16.8% | | 2020 | 4,587,915 | 9,451,692 | 1,511,467 | 2,283,997 | 141 | 99 | (40.2) | 22.8% |

  23. Pay Versus Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported for each corresponding year in the “Total” column of the Summary Compensation Table (below for 2023) for our CEO and non-CEO NEOs as a group. Our CEO was Glen Messina. Our NEOs for each applicable year were as follows: (i) for 2023, Scott W. Anderson, George T. Henley, Sean B. O’Neil, Dennis Zeleny,(ii) for 2022, Scott W. Anderson, George T. Henley, Sean B. O’Neil, Dennis Zeleny, June C. Campbell and Albert J. Celini; (iii) for 2021, Scott W. Anderson, June C. Campbell, George T. Henley, Dennis Zeleny and Timothy J. Yanoti; and (iv) for 2020, Scott W. Anderson, John V. Britti, June C. Campbell and Dennis Zeleny. |

  24. Pay Versus Performance

    | (2) The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO and non-CEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually paid”: |

  25. Pay Versus Performance

    | Executive(s) | Year | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments(a) ($) | Compensation Actually Paid ($) | | CEO | 2023 | 8,153,781 | (5,563,820) | 2,228,698 | 4,818,659 | | | 2022 | 6,029,718 | (4,233,065) | 925,981 | 2,722,635 | | | 2021 | 6,627,653 | (3,914,160) | 7,957,281 | 10,670,774 | | | 2020 | 4,587,915 | (1,316,250) | 6,180,028 | 9,451,692 | | Average of Non-CEO NEOs | 2023 | 2,345,570 | (1,034,798) | 311,300 | 1,622,072 | | | 2022 | 1,739,912 | (692,544) | 176,106 | 1,223,474 | | | 2021 | 1,644,825 | (406,315) | 598,919 | 1,837,428 | | | 2020 | 1,511,467 | (321,086) | 1,093,616 | 2,283,997 |

  26. Pay Versus Performance

    | (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant . The amounts deducted or added in calculating the equity award adjustments are as follows (adjustments for pension or dividend payments are not covered, as the Company does not have supplemental executive requirement plans and does not pay dividends on equity awards, and due to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above): |

  27. Pay Versus Performance

    | Executive(s) | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Prior Year Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | CEO | 2023 | 4,955,391 | (402,504) | — | (2,324,188) | — | 2,228,698 | | | 2022 | 5,778,644 | (2,581,410) | — | (864,643) | (1,406,610) | 925,981 | | | 2021 | 5,873,834 | 2,146,897 | — | (42,840) | (20,610) | 7,957,281 | | | 2020 | 5,483,250 | 795,627 | — | (93,059) | (5,790) | 6,180,028 | | Average of Non-CEO NEOs | 2023 | 731,721 | (257,444) | 56,560 | (134,341) | (85,196) | 311,300 | | | 2022 | 783,097 | (120,491) | 6,852 | (133,625) | (359,728) | 176,106 | | | 2021 | 598,919 | 281,960 | — | (6,938) | (275,022) | 598,919 | | | 2020 | 1,027,903 | 81,250 | — | (10,969) | (4,568) | 1,093,616 |

  28. Pay Versus Performance

    | (3) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  29. Pay Versus Performance

    | (4) Cumulative TSR performance of our peer group is weighted by their respective market capitalization as of December 31, 2019. Our peer group is the same peer group described below in “Role of Compensation Committee”. Current peer group companies Guild Holdings Company, loanDepot and UWM Holdings are not included in the weighted average cumulative TSR calculation because they were publicly listed after the beginning of the four-year measurement period. Similarly, cumulative TSR performance of companies used in prior peer groups who have since been delisted are not included in the weighted average cumulative TSR calculation, including Black Knight, CenterState Bank, CoreLogic, Flagstar Bancorp, Home Point Capital and People’s United Financial. Peer Group Total Shareholder Return values for our peer group used in 2021-2023 would be $134, $105, $125, and $102 for 2023, 2022, 2021 and 2020, respectively; for our peer group used in 2020-2021 would be $109, $108, $125 and $112 for 2023, 2022, 2021 and 2020, respectively, and for our peer group used in 2019-2020 would be $97, $106, $141 and $110 for 2023, 2022, 2021 and 2020, respectively. We revise our peer group from time to time to accommodate mergers and acquisitions activity within the previous peer group and the evolution of our business model, and to better reflect peers subject to similar regulatory oversight for performance and business practice benchmarking. |

  30. Pay Versus Performance

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  31. Pay Versus Performance

    | (6) After-Tax Return On Equity (ROE) is calculated as net income divided by average total equity, excluding notables. For a discussion of how we measure pre-tax income before notable items and a reconciliation to financial measures prepared under GAAP, please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2024. |

  32. Pay Versus Performance

    With our focus on long-term performance, we do not specifically align our performance measures with “compensation actually paid”. Nonetheless, in accordance with Item 402(v) of Regulation S-K, below are the relationships between compensation actually paid to the financial measures presented above:

  33. Pay Versus Performance

    | ● | Cumulative Company TSR and Compensation Actually Paid: In 2020 and 2021, increases to our share price contributed to higher compensation actually paid values versus the Summary Compensation Table value. In 2022, the 23% decrease to our year-end closing share price, plus the forfeiture of our 2019 performance-restricted stock units due to unattained metrics, resulted in a significant reduction compensation actually paid compared to 2021. In 2023, the above-target achievement of our 2020 performance-restricted stock units resulted in an increase to compensation actually paid compared to 2022. |

  34. Pay Versus Performance

    | ● | Cumulative Company TSR and Cumulative Peer Group TSR: Our cumulative total shareholder return has been at least 19% higher than our peer group average in each of the last three years, which has rewarded our executives, as described below in “Performance Results of Long-Term Incentive Awards”. |

  35. Pay Versus Performance

    | ● | Net Income and Compensation Actually Paid: Net Income was a metric included in our AIP scorecard each of the last four years. Performance was determined based on a percentage of target achieved in each respective year and reflected in final payout amounts. |

  36. Pay Versus Performance

    | ● | ROE and Compensation Actually Paid: Return on Equity was a metric included in our AIP scorecard in 2021, 2022 and 2023. Performance was determined based on a percentage of target achieved in each respective year and reflected in final payout amounts. |

  37. Pay Versus Performance

    All information provided above under the “Pay versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference therein.

  38. Equity-based Compensation Has Created Strong Alignment with Shareholder Value Creation

    Equity-based Compensation Has Created Strong Alignment with Shareholder Value Creation Our annual LTIP awards have created strong alignment between our NEOs’ total compensation and long-term shareholder value creation. These awards are a significant portion of total annual target pay for executives, and total outstanding award values place significant interest in long-term company share price performance. The table below reflects each NEO’s annual target cash compensation and total equity holdings, excluding stock options, as of March 31, 2024, including shares of common stock beneficially owned and unvested restricted stock units. The table provides the value of those shares and restricted stock units based on the share price of our stock on March 31, 2024 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2023. For example, the value of our CEO’s shares would increase over 70% (an additional $12.1 million) if our shares were trading at fully diluted book value compared to the March 31, 2024 share price.

  39. Value of Equity Held by Named Executive Officers(1)

    | (1) Total equity includes shares of common stock beneficially owned plus unvested restricted stock units. For the vesting terms of our restricted stock units, see “Executive Compensation—Compensation Discussion and Analysis—2023 Long-Term Incentive (LTIP) Awards.” | | (2) Values reflect all outstanding stock units, including cash settled restricted stock units and excluding stock options, as of March 31, 2024, with performance-based units adjusted for interim performance as of March 31, 2024. There is no guarantee that time-based units or performance-based units will vest. Vesting of cash-settled stock units will reduce totals shown above. See “Compensation Discussion and Analysis - 2023 Long-Term Incentive (LTIP) Awards” and “Outstanding Equity Awards at Fiscal Year-End”, below, for additional detail on outstanding restricted stock units. | | (3) “Owned Shares” represents shares beneficially owned as of March 31, 2024. Includes shares held jointly, indirectly by spouse, and indirectly by trust. | | (4) Calculations are based on share price as of March 28, 2024, the last closing price prior March 31, 2024, and equity holdings as of March 31, 2024. Our future stock price may vary materially from the closing price shown in the table. The closing price per share of our common stock on April 11, 2024 was $24.40 per share. | | (5) Calculations are based on $30.76 closing price per share of our common stock on December 29, 2023, the last closing price prior to December 31, 2023, and March 31, 2024 equity holdings. Our future stock price may vary materially from the closing price shown in the table. | | (6) Calculations are based on March 31, 2024 equity holdings and fully diluted book value per share. Fully diluted book value per share is calculated based on the Company’s most recent publicly reported book value of $401.8 million at December 29, 2023 and 9,230,269 shares, comprised of 7,784,253 shares outstanding and 1,446,016 warrants held by Oaktree as of March 31, 2024. See “Business Relationships and Related Transactions – Relationship with Oaktree”, below. Assumes cashless exercise of Oaktree warrants using 10-day average of Volume Weighted Average Price (10 days ending on preceding day of exercise) on March 31, 2024 of $25.54. Does not give effect to issuance of shares underlying vested and unvested restricted stock units shown in table or stock options with strike prices above current trading prices. |

  40. Value of Equity Held by Named Executive Officers(1)

    The total shares owned and outstanding units granted to NEOs as of March 31, 2024 represent 11.2% of the diluted weighted average number (7,635,584) of shares of the Company’s common stock issued and outstanding in the 2023 fiscal year. When coupled with the holdings of non-management directors, as shown above, these groups collectively own shares and outstanding units representing 13.2% of the Company’s 2023 diluted weighted average shares outstanding. As described further below, awards granted to NEOs in 2023 also applied a one-year holding requirement to shares acquired on vesting of newly-granted RSUs to continue to promote strong governance and risk management practices.

  41. Role of the Compensation Committee

    | ● | approval of the AIP Corporate Scorecard, which drives the variable compensation for approximately 600 top managers of the company including the NEOs; | | ● | evaluation of individual performance results to determine the AIP individual performance multiplier of each NEO; | | ● | approval of any changes to compensation, including, but not limited to, base salary, short-term and long-term incentive award opportunities, severance payments and retention programs; and | | ● | evaluation of the market competitiveness of each NEO’s total compensation (and principal elements of compensation) against relevant comparator groups, including broad-based industry survey data provided by the Compensation Committee’s independent compensation consultant (which is considered generally without focus on any particular company or group of companies in the survey other than the peer group companies noted below) as well as a peer group of companies that are recommended to the Compensation Committee by its independent compensation consultant based on a number of metrics, including industry classification, revenues, assets and number of employees. The peer group used to help inform compensation decisions from January through September 2023 is listed below. |

  42. Role of the Compensation Committee

    In September 2023, the Compensation Committee revised the peer group to the list below to accommodate mergers and acquisitions activity within the previous peer group, and to ensure the constituent companies remain aligned with Ocwen’s business model and key metrics noted above.

  43. How We Make Compensation Decisions

    | QUARTER 1 | QUARTER 2 | QUARTER 3 | QUARTER 4 | | ● Evaluate the Company’s prior year performance against the financial and strategic metrics set forth in the prior year’s AIP scorecard. ● Review and evaluate the individual performance of the CEO and each of our other NEOs and other executive officers. ● Determine the payouts to be made under the AIP based on prior year’s performance. ● Determine total target compensation levels for our NEOs and other executive officers, as informed by both market data and prior year’s performance. ● Establish the structure and targets for the current year’s AIP to align with the financial and strategic priorities for the Company. ● Establish the structure for the current year’s LTIP awards, including TSR or other performance objective. | ● Prepare the Compensation Committee’s report and CD&A for the Proxy Statement. ● Review and discuss Say-on-Pay voting recommendations from proxy advisory firms. ● Review and discuss the results of the voting at the Annual Meeting. ● Review reports from the Compensation Committee’s independent compensation consultants on practices and trends in the industry. | ● Undertake a review of the Company’s designated peer group to determine if any changes need to be made in order for it to remain appropriate. ● Commence shareholder engagement focused on the Say-on-Pay vote at the Annual Meeting to inform pay decisions and design compensation programs for the coming year. ● Review human capital initiatives to support growth. | ● Continue shareholder engagement focused on Say-on-Pay vote at the Annual Meeting. ● Review the goals and objectives of the Company’s compensation programs. ● Conduct an assessment of executive compensation and independent director compensation against peer group and relevant general survey data provided by the Compensation Committee’s independent compensation consultant. ● Conduct comprehensive, risk-based review of the Company’s compensation policies and practices that is designed to ensure appropriate mitigation of undue risk. |

  44. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The primary role of the Compensation Committee’s independent compensation consultant, WTW, is to provide advice to the Compensation Committee in connection with the development and approval of our compensation policies and programs. Except as otherwise noted in this Compensation Discussion and Analysis, the Compensation Committee’s decisions are the result of the Compensation Committee’s business judgment with respect to compensation matters, informed by the experiences of its members and analysis and input from independent compensation consultants, among other factors. The Compensation Committee has assessed the independence of WTW and has concluded that WTW’s engagement does not raise any conflict of interest with the Company or any of its directors or executive officers. WTW performed a number of services for the Compensation Committee, including but not limited to reviewing and providing guidance on:

  45. Role of Independent Compensation Consultant

    | ● | design of the annual AIP and LTIP awards; | | ● | market competitiveness of compensation of our NEOs; | | ● | Company’s peer group for purposes of informing compensation decisions; | | ● | reports of proxy advisory firms, including ISS and Glass Lewis, relating to the proxy statement; | | ● | market competitiveness of the compensation of our independent directors; and | | ● | emerging best practices for executive and independent director compensation. |

  46. Base Salaries and Annual Incentive Targets for our NEOs

    Base Salaries and Annual Incentive Targets for our NEOs Base salaries and annual incentive targets are intended to provide a target level of cash compensation that is competitive and appropriate for the responsibilities of the executive’s position. The Compensation Committee determines each executive’s compensation levels based on its assessment of the nature and scope of each executive officer’s responsibilities, experience and performance, and an assessment of compensation levels necessary to maintain and attract quality personnel as informed by peer group and general industry survey data. As of December 31, 2023, the variable (AIP) proportion of total target cash compensation is 60% for the CEO and 50% for other NEOs. The table below reflects each NEO’s 2023 base salary and AIP target, which were unchanged from 2022 compensation levels.

  47. Base Salaries and Annual Incentive Targets for our NEOs

    | Name | Annual Salary ($) | Annual AIP Target ($ and % of Salary) | | Annual Total Target Cash Compensation ($) | | Glen A. Messina | 1,000,000 | 1,500,000 | 150% | 2,500,000 | | Sean B. O’Neil | 550,000 | 550,000 | 100% | 1,100,000 | | Scott W. Anderson | 500,000 | 500,000 | 100% | 1,000,000 | | Dennis Zeleny | 500,000 | 500,000 | 100% | 1,000,000 | | George T. Henley | 500,000 | 500,000 | 100% | 1,000,000 |

  48. 2023 Annual Incentive Plan (AIP)

    2023 Annual Incentive Plan (AIP) Ocwen’s annual incentive compensation opportunity for eligible employees, including our executive officers, is provided under the 1998 Annual Incentive Plan, as amended, which has been approved by our shareholders. The AIP award opportunity motivates executives to deliver against the Board-approved business plan and the key initiatives that the Compensation Committee, working with the CEO, management and the Compensation Committee’s independent advisor, believes will enhance Company performance and create a path for long-term shareholder value. AIP award opportunities for each NEO were based on a combination of organization and individual performance, as summarized below and followed with additional detail further below:

  49. 2023 Annual Incentive Plan (AIP)

    | 1. | First, performance against the Corporate Scorecard objectives is used to calculate preliminary results. | | 2. | Scorecard results are then adjusted by a service excellence modifier to establish the baseline funding level for the entire plan. | | 3. | From there, organizational performance funding is allocated to each business unit and its managing NEO based on an assessment of the business unit’s achievement of its key priorities and the corresponding contributions to overall Corporate Scorecard results. | | 4. | Finally, each NEO’s award is adjusted based on an assessment of his or her individual performance against a number of key objectives unique to him or her, including demonstrated leadership in creating and sustaining a high-performing culture. |

  50. Corporate Scorecard

    Corporate Scorecard The Corporate Scorecard, which drives the overall funding for the AIP, is approved annually by the Compensation Committee. In determining whether to approve the Corporate Scorecard each year, the Compensation Committee considers a number of factors, including whether the goals are consistent with and likely to enhance corporate performance and long-term shareholder value and discourage executives from pursuing short-term goals that may not be consistent with achieving such long-term success, as well as the level of difficulty associated with attainment of each goal in the scorecard. The 2023 Corporate Scorecard objectives, shown below with final performance results, were directly aligned to the Board-approved 2023 business plan and our key business priorities, as follows:

  51. Corporate Scorecard

    Financial performance, including net income and return on equity, constituted 58% of the overall scorecard weight as sustaining profitability was critical to delivering on shareholder expectations. Our other priorities were necessary to enable growth and improve efficiencies, and our focus on maintaining key employees in the midst of change is vital to our long-term success and our mission, values and operating principles. Additionally, because “helping homeowners is what we do”, the scorecard results are adjusted +/- 20% by a service excellence modifier that assesses how we deliver on our commitments to our customers and clients. The Compensation Committee establishes the “target” performance of each goal at a level that it intends to be challenging to achieve, a “threshold” level for each goal that must be met in order for any portion of the incentive to be paid with respect to that goal, and an outstanding or “maximum” level for each goal that would result in payment of the maximum bonus opportunity with respect to that goal. The chart below depicts the level of achievement for a given objective on the scorecard and the corresponding incentive leverage that is applied to the target funding for the given objective.

  52. Corporate Scorecard

    | Level of Achievement | AIP Scorecard % of Target Opportunity | Service Excellence Modifier % of Target Opportunity | | Maximum | 150% | 120% | | Target | 100% | 100% | | Threshold | 50% | 80% | | Below Threshold | 0% | 80% |

  53. Corporate Scorecard

    The Committee measured the level of performance achievement against scorecard and modifier objectives using quantitative assessments. The level of achievement was determined using straight-line interpolation between the “threshold”, “target” and “maximum” anchor posts, as applicable. Qualitative assessments were also applied to ensure achievement levels were consistent with expected broader strategic outcomes. Prior to the Committee’s assessment of the level of performance achieved against scorecard and modifier objectives, the information on which the Committee based its assessment was first reviewed and verified by the Company’s internal audit, finance and risk management functions. Based on the Company’s final performance and the relative weightings assigned to each objective in both the Scorecard and modifier, the overall Corporate Scorecard funding was 86.2%, which was then multiplied by the 116.4% service excellence modifier for total results of 100.3%. Our Corporate Scorecard and service excellence modifier and corresponding achievement levels for each are detailed below:

  54. Corporate Scorecard

    | Corporate Scorecard Objective | Objective Weight | Threshold | Target | Maximum | Performance Outcome | Performance Achievement | Weighted Performance Achievement | | Profitability(1) | | | | | | | | | 1a. Full-Year GAAP Net Income ($M) | 15.8% | $-1 | $12 | $25 | $-63.7 | —% | —% | | 1b. Full-Year Adjusted Pre-Tax Net Income ($M) | 21.1% | $4.3 | $17.3 | $30.3 | $48.7 | 150% | 31.6% | | 1c. Second Half After-Tax Return On Equity (ROE), excluding notables | 21.1% | 4.8% | 7.3% | 9.8% | 9.6% | 146% | 30.8% | | Operating Excellence | | | | | | | | | 2a. Prudent Growth: Originations Growth Grow non-MAV-related subservicing additions ($B UPB) | 6.6% | $38 | $43 | $48 | $19 | —% | —% | | 2b. Prudent Growth: Originations Cash Yield Owned servicing originated at cash yields higher than cost of capital | 6.6% | 0.0% | 0.5% | 1.0% | 0.48% | 98% | 6.4% | | 2c. Prudent Growth: Servicing End of year total UPB ($B) | 13.2% | $334 | $351 | $369 | $288 | —% | —% | | 3a. Productivity: Originations Average operating expenses as a percent of Origination volume (bps) | 2.6% | 43.5 | 41.4 | 39.3 | 35.9 | 150% | 3.9% | | 3b. Productivity: Servicing Average operating expenses as a percent of Servicing UPB (bps) | 6.3% | 10.20 | 9.72 | 9.23 | 9.63 | 109% | 6.9% | | 3c. Productivity: Corporate Functions Average operating expenses as a percent of Servicing UPB (bps) | 1.6% | 2.04 | 1.94 | 1.85 | 2.13 | —% | —% | | 4. Diversity, Equity & Inclusion Execute against the objectives contained in the four pillars of the DE&I Road Map (% of objectives met) | 5.3% | 75% | 83% | 100% | 92% | 125% | 6.6% | | TOTAL | 100% | | | | | | 86.2% |

  55. Corporate Scorecard

    | (1) Full-Year GAAP Net Income and Adjusted Pre-Tax Income are inclusive of expense accrual for AIP. Second Half After-Tax Return On Equity (ROE) in Q3 and Q4 is calculated as Q3 and Q4 GAAP Net Income divided by Average of Q1 and Q2 Total Equity and Q3 and Q4 Total Equity. For a discussion of how we measure pre-tax income before notable items and a reconciliation to financial measures prepared under Generally Accepted Accounting Principles (GAAP), please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2024. |

  56. Employee Engagement

    Employee Engagement The Corporate Scorecard initially included an employee engagement metric weighted at 5%, measuring progress in employee survey results from Q2 2023 to Q4 2023. Management postponed the Q4 survey to allow for sufficient time to implement actions plans based on Q2 results in a visible and impactful manner. Consequently, after considering the scores from the Q2 survey, which were strong and above external benchmarks despite significant expense and headcount reduction actions taken by management in response to the challenging business environment, the Compensation Committee determined that the 5% weight for that metric should be reallocated evenly among the remaining metrics (as shown above) so as not to favor any metric over another. In the Compensation Committee’s view, management remained focused on employee engagement throughout the year notwithstanding the absence of a Q4 Scorecard metric, including initiatives to improve communication, professional development, recognition and work-life balance.

  57. Organizational Performance Funding Allocation by Business Unit

    Organizational Performance Funding Allocation by Business Unit Upon approval of the Corporate Scorecard results, funding is allocated to each business unit based on the Compensation Committee’s assessment of the business unit’s contributions to scorecard achievement, which is informed by the CEO’s recommendation. The assessment is based on the business unit’s achievement of a unique set of financial and operating objectives required to support the key priorities reflected in the Corporate Scorecard and service excellence modifier. Each NEO worked with the CEO to develop their unique set of key priorities in their respective area of responsibility, which included specific cost or profitability targets, and were weighted depending upon their relative importance to overall organization success. These priorities are outlined in the Performance Assessments section below.

  58. Performance Assessments and Calculation of Total 2023 AIP Awards

    Performance Assessments and Calculation of Total 2023 AIP Awards After careful consideration, the Compensation Committee – and the full Board, in the case of the CEO – assessed each NEO’s performance leading their respective business unit’s achievement of its financial and operating objectives to determine organizational performance funding, and assigned individual performance multipliers reflective of risk and compliance objectives and leadership expectations and behaviors that further differentiated their performance, as described below.

  59. Performance Assessments and Calculation of Total 2023 AIP Awards

    | Name | Organizational Performance Funding (%) | Individual Performance Multiplier (%) | Final Award as a Percent of Target Value (%) | | Glen A. Messina | 100.3% | 105% | 105.3% | | Sean O’Neil | 101.0% | 103% | 103.5% | | Scott W. Anderson | 104.5% | 110% | 115.0% | | Dennis Zeleny | 102.5% | 110% | 112.8% | | George T. Henley | 85.0% | 100% | 85.0% |

  60. Performance Assessments and Calculation of Total 2023 AIP Awards

    The following summarizes the performance of each executive and his respective business unit:

  61. 2023 Long-Term Incentive (LTIP) Awards

    2023 Long-Term Incentive (LTIP) Awards The annual grant of LTIP awards is designed to promote actions and decisions aligned with our strategic objectives and reward our executives and other program participants for long-term value creation for our shareholders in a manner that is consistent with our pay-for-performance philosophy. The Compensation Committee periodically reviews the granting of equity awards to employees based on such factors as Company performance, market competitive conditions and advice from its independent compensation consultant. Ocwen’s long-term incentive opportunity for eligible employees, including executive officers, was provided through equity awards under the 2021 Equity Incentive Plan (the 2021 Plan) adopted by shareholders on May 25, 2021 and amended May 23, 2023. The 2021 Plan authorized the grant of restricted stock, restricted stock units, options, stock appreciation rights or other equity-based awards, including cash-settled awards, to our employees (including executive officers), directors, advisors and consultants. We have made grants under the 2021 Plan only to employees and directors. We implemented the 2021 Plan to motivate employees to make extraordinary efforts to achieve significant improvements to shareholder value, support retention of key employees and align the interests of our employees with the interests of our shareholders. 2023 LTIP awards include both a time-vesting component for retention purposes and a performance-based component to align with pay-for-performance objectives. Half of the target value is granted as RSUs vesting in equal thirds on the first, second and third anniversaries of the grant, and half is granted as PRSUs vesting on the third anniversary of the grant based on TSR compared to a performance peer group selected for the awards. The Compensation Committee selected the following peer group as the comparator for relative TSR performance, including competitors in the mortgage finance industry and mortgage real estate investment trusts.

  62. 2023 Long-Term Incentive (LTIP) Awards

    | Annaly Capital Management, Inc. | New Residential Investment Corp. | | Cherry Hill Mortgage Investment Corporation | PennyMac Financial Services, Inc. | | Guild Holdings Company | Radian Group Inc. | | Home Point Capital Inc. | Redwood Trust, Inc. | | loanDepot, Inc. | Rocket Companies, Inc. | | MGIC Investment Corporation | Two Harbors Investment Corp. | | Mr. Cooper Group Inc. | UWM Holdings Corporation | | Navient Corporation | |

  63. 2023 Long-Term Incentive (LTIP) Awards

    The PRSUs use four distinct weighted performance periods to measure overall performance, three annual periods and one three-year period, as shown below. This structure assigns a weight more than three times greater to the three-year period while also providing incentive for year-over-year improvements compared to the peer group.

  64. 2023 Long-Term Incentive (LTIP) Awards

    | Period # | Measurement Period | % of Target PRSUs Assigned to Measurement Period | | 1 | April 3, 2023 - April 3, 2024 | 15% | | 2 | April 3, 2024 - April 3, 2025 | 15% | | 3 | April 3, 2025 - April 3, 2026 | 15% | | 4 | April 3, 2023 - April 3, 2026 | 55% |

  65. 2023 Long-Term Incentive (LTIP) Awards

    If the Company achieves relative TSR at the (i) 25th percentile of its peer group for any measurement period (threshold level), 50% of the target PRSUs are eligible to vest, (ii) 50th percentile of its peer group for any measurement period (target level), 100% of the target PRSUs are eligible to vest, and (iii) 100th percentile, or ranked first overall, of its peer group for any measurement period (maximum level), 200% of the target PRSUs are eligible to vest. The number of target PRSUs that may be eligible to become vested based on relative TSR performance during each measurement period is interpolated between the applicable performance levels. No PRSUs will be earned for a specific measurement period if TSR is below threshold. Units credited based on TSR for any performance period are subject to continued service through the third anniversary of the grant. The table below shows the annual target value opportunities for our NEOs, as approved by the Compensation Committee, granted in 2023, which will be settled in shares.

  66. 2023 Long-Term Incentive (LTIP) Awards

    | Name | Annual Target Value Granted as Restricted Stock Units ($) | Annual Target Value Granted as Performance-Restricted Stock Units ($) | Total Annual Target Value ($) | | Glen A. Messina | 2,000,000 | 2,000,000 | 4,000,000 | | Sean O’Neil | 325,000 | 325,000 | 650,000 | | Scott W. Anderson(1) | 300,000 | 300,000 | 600,000 | | Dennis Zeleny(1) | 300,000 | 300,000 | 600,000 | | George T. Henley(1) | 300,000 | 300,000 | 600,000 |

  67. 2023 Long-Term Incentive (LTIP) Awards

    | (1) Messrs. Anderson, Henley and Zeleny’s long-term equity targets were increased to 120% of salary (from 100% for Messrs. Anderson and Henley and from 80% for Mr. Zeleny) in recognition of significant contributions to the Company. |

  68. 2023 Long-Term Incentive (LTIP) Awards

    To account for the volatility of the market at the time of grant and as approved by the Compensation Committee, target values set forth in the table above were converted into the target number of units granted based on the 30-trading-day average closing share price ending on the grant date rather than the closing share price on that date. Grants for all NEOs were made on April 3, 2023 using the 30-trading-day average closing share price of $28.52 rather than the $27.26 closing share price on that date, resulting in a 4% decrease in the number of units granted compared to the number of units that would have resulted using $27.26 as the denominator. However, when combined with the application of the Monte Carlo simulation to the performance-based restricted stock units, as discussed in footnote (2) to the Summary Compensation Table, accounting grant date fair values for the awards were 12.5% higher than the values reflected in the above table.

  69. Special Performance Restricted Stock Awards

    Special Performance Restricted Stock Awards On July 31, 2023, our NEOs received equity-based awards (Special PRSUs) to strengthen their commitment to the Company during a period in which the Company was able to navigate the most disruptive business cycle in over twenty years while recognizing their exceptional performance in servicing our customers and clients, stabilizing the originations platform, keeping our workforce engaged and productive and maintaining GAAP profitability. These awards include total shareholder return metric to reinforce the expectation to create shareholder value. The Compensation Committee, with the input of its independent consultant, considered a range of variables in determining the structure of these awards, including the retentive and motivational effect of the award and market prevalence of these type of awards. After reviewing these factors, the Committee determined that it was in the best interests of the Company to further incentivize leadership team retention with performance-based stock unit awards vesting twelve months from the grant date based on continued employment and subject to certain conditions through the vesting date. The PRSUs will vest on the first anniversary of the grant based on TSR compared to the same performance peer group selected for the annual awards, outlined above. If the Company achieves relative TSR at the (i) 25th percentile of its peer group for any measurement period (threshold level), 50% of the target PRSUs are eligible to vest, (ii) 50th percentile of its peer group for any measurement period (target level), 100% of the target PRSUs are eligible to vest, and (iii) 100th percentile, or ranked first overall, of its peer group for any measurement period (maximum level), 150% of the target PRSUs are eligible to vest. The number of target PRSUs that may be eligible to vest based on relative TSR performance during the measurement period is interpolated between the applicable performance levels. 50% of target PRSUs will be earned if TSR is below threshold. The table below outlines the value of these awards to our NEOs, which will be settled in shares.

  70. Special Performance Restricted Stock Awards

    | Name | Target Value of Performance-Restricted Stock Units ($) | | Glen A. Messina | 900,000 | | Sean B. O’Neil | 302,000 | | Scott W. Anderson | 320,000 | | Dennis Zeleny | 248,000 | | George T. Henley | 300,000 |

  71. Performance Results of Long-Term Incentive Awards

    Performance Results of Long-Term Incentive Awards Since the annual LTIP program was introduced March 29, 2019, half of all executives’ annual long-term equity targets have been granted as performance-based units based on TSR performance during applicable measurement periods to align with pay-for-performance objectives. In 2020, we adopted a multi-period relative TSR performance measurement structure used through 2023, in which the final number of PRSUs that are eligible to vest is determined by Ocwen’s TSR rank relative to a performance peer group during each of four weighted performance periods – three annual periods and one three-year period – as described above. Each LTIP grant year uses a different performance peer group, and the performance periods are established based on the grant date and subsequent anniversaries. The Special PRSUs use only a one-year performance period. Following is an outline of performance for awards granted 2020-2023 as of March 31, 2024.

  72. Performance Results of Long-Term Incentive Awards

    | Performance Period | 1 (Year 1) | 2 (Year 2) | 3 (Year 3) | 4 (Years 1-3) | Total | | Weight | 15% | 15% | 15% | 55% | 100% | | 3/30/2020 LTIP PRSU Performance(1) | | | | | | | Relative TSR Percentile | 70.7% | 26.9% | 97.6% | 80.3% | — | | Achievement Level | 141.4% | 53.8% | 195.2% | 160.6% | — | | Weighted Achievement | 21.2% | 8.1% | 29.3% | 88.3% | 146.9% | | 3/2/2021 LTIP PRSU Performance(2) | | | | | | | Relative TSR Percentile | 87.6% | 66.6% | 10.3% | 57.1% | — | | Achievement Level | 175.2% | 133.2% | —% | 114.2% | — | | Weighted Achievement | 26.3% | 20.0% | —% | 62.8% | 109.1% | | 3/31/2022 LTIP PRSU Performance(3) | | | | | | | Relative TSR Percentile | 90.9% | 6.1% | 50.0% | 33.8% | — | | Achievement Level | 181.8% | —% | 100.0% | 67.6% | — | | Weighted Achievement | 27.3% | —% | 15.0% | 37.2% | 79.5% | | 4/3/2023 LTIP PRSU Performance(4) | | | | | | | Relative TSR Percentile | 6.2% | 50.0% | 50.0% | 6.2% | — | | Achievement Level | —% | 100.0% | 100.0% | —% | — | | Weighted Achievement | —% | 15.0% | 15.0% | —% | 30.0% | | 7/31/2023 Special PRSU Performance(5) | | | | | | | Relative TSR Percentile | — | — | — | — | —% | | Achievement Level | — | — | — | — | 50% |

  73. Performance Results of Long-Term Incentive Awards

    | (1) 2020: Final results as of March 30, 2023. | | (2) 2021: Final results as of March 2, 2024. | | (3) 2022: Results for Periods 1 and 2 are final. For illustrative purposes only, Period 3 is shown at target (50th percentile) and Period 4 reflects interim results. | | (4) 2023: For illustrative purposes only, Results for Periods 1 and 4 reflect interim results and Periods 2 and 3 are shown at target (50th percentile). | | (5) 2023 Special: Results for one-year performance period are interim. |

  74. Restrictive Covenants

    Restrictive Covenants All of our NEOs have executed an intellectual property and non-disclosure agreement. This agreement requires the NEO to hold all “confidential information” in trust for us and prohibits the NEO from using or disclosing such confidential information except as necessary in the regular course of our business or as otherwise required by law. In connection with the special cash awards granted in 2020, all of our NEOs (other than Mr. Messina and Mr. O’Neil, who were not provided such an award) agreed to (i) certain non-compete covenants during their term of employment and (ii) certain covenants relating to the non-solicitation of employees and non-interference with business relationships until September 10, 2023 (whether or not employed by the Company during such period). From time to time, we enter into separation agreements with executive officers that contain non-competition and non-solicitation provisions. In addition, certain of our equity award agreements contain provisions that provide that post-retirement vesting or exercise of the award, as applicable, is dependent on compliance with certain covenants.

  75. Summary Compensation Table - 2021, 2022 and 2023

    Summary Compensation Table - 2021, 2022 and 2023 The following table provides information concerning the compensation of our named executive officers for the 2023, 2022 and 2021 fiscal years.

  76. Summary Compensation Table - 2021, 2022 and 2023

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Glen A. Messina President and Chief Executive Officer | 2023 | 1,000,000 | — | 5,563,820 | — | 1,580,061 | 9,900 | 8,153,781 | | | 2022 | 972,308 | — | 4,233,065 | — | 815,196 | 9,150 | 6,029,718 | | | 2021 | 900,000 | — | 3,914,160 | — | 1,804,793 | 8,700 | 6,627,653 | | Sean B. O’Neil Executive Vice President and Chief Financial Officer(1) | 2023 | 550,000 | 250,000 | 1,088,238 | — | 569,388 | — | 2,457,626 | | | 2022 | 285,577 | 125,000 | 2,010,228 | — | 278,586 | — | 2,699,391 | | Scott W. Anderson Executive Vice President and Chief Servicing Officer | 2023 | 500,000 | — | 1,053,239 | — | 574,750 | 9,900 | 2,137,889 | | | 2022 | 500,000 | 350,000 | 529,126 | — | 294,800 | 9,150 | 1,683,076 | | | 2021 | 500,000 | — | 465,974 | — | 631,651 | — | 1,599,355 | | Dennis Zeleny Executive Vice President and Chief Administrative Officer | 2023 | 500,000 | — | 1,053,239 | — | 563,750 | 9,900 | 2,103,239 | | | 2022 | 493,077 | 259,000 | 423,288 | — | 291,246 | 9,150 | 1,475,762 | | | 2021 | 470,096 | — | 472,159 | — | 661,296 | 8,700 | 1,612,251 | | George T. Henley(5) Former Executive Vice President and Chief Growth Officer | 2023 | 500,000 | — | 968,127 | — | 425,000 | 790,401 | 2,683,528 | | | 2022 | 500,000 | — | 529,126 | — | 228,638 | 9,150 | 1,266,913 | | | 2021 | 423,077 | 150,000 | 621,285 | — | 548,864 | — | 1,743,226 |

  77. Summary Compensation Table - 2021, 2022 and 2023

    | (1) Mr. O’Neil assumed the role of Executive Vice President and Chief Financial Officer on June 13, 2022. In 2023, he received the second installment of his signing bonus, which is reported in the “Bonus” column. | | (2) Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC 718. These amounts do not represent the actual amounts paid to or realized by the executive. We based the grant date fair value of stock awards with a service condition on the closing prices of our common stock as reported on the New York Stock Exchange on the date of grant of the awards. The grant date fair value of stock unit awards with both a service condition and a market-based vesting condition is based on the output of a Monte Carlo simulation. Additional detail regarding the calculation of these values is included in Note 22 to our audited financial statements for the fiscal year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024. As to the stock awards granted in 2023 with market-based vesting conditions, the grant date fair value of each of these awards (calculated based on the output of a Monte Carlo simulation, which is the value of these awards included in the Summary Compensation Table above) is presented in the “Grants of Plan-Based Awards for 2023” table below, and the value of these awards assuming that the highest level of performance conditions will be achieved is $8,684,088 for Mr. Messina, $1,687,357 for Mr. O’Neil, $1,630,627 for Mr. Anderson, $1,595,151 for Mr. Zeleny, and $1,502,958 for Mr. Henley. | | (3) Represents annual cash incentive compensation earned in the corresponding year and paid in the first quarter of the following year. | | (4) Amounts shown in this column are set forth in the supplemental “All Other Compensation” table below. | | (5) Effective as of December 31, 2023, Mr. Henley departed the Company as Executive Vice President and Chief Growth Officer in conjunction with a leadership transition initiated by Ocwen. |

  78. Summary Compensation Table - 2021, 2022 and 2023

    For more information about the elements of the compensation paid to our named executive officers, see “Compensation Discussion and Analysis” above.

  79. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table provides information related to awards granted in 2023 under our 2021 Equity Incentive Plan and our 1998 Annual Incentive Plan, as amended.

  80. Grants of Plan-Based Awards for 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($) | Awards (2) ($) | | | 3/31/2023 | 750,000 | 1,500,000 | 2,250,000 | — | — | — | — | — | — | — | | | 4/3/2023(3) | — | — | — | 35,063 | 70,126 | 140,252 | — | — | — | 2,588,351 | | Glen A. Messina | 4/3/2023(4) | — | — | — | — | — | — | 70,126 | — | — | 1,911,635 | | | 7/31/2023(5) | — | — | — | 14,349 | 28,698 | 43,047 | — | — | — | 1,063,835 | | | 3/31/2023 | 275,000 | 550,000 | 825,000 | — | — | — | — | — | — | — | | Sean B. O’Neil | 4/3/2023(3) | — | — | — | 5,698 | 11,396 | 22,792 | — | — | — | 420,626 | | | 4/3/2023(4) | — | — | — | — | — | — | 11,395 | — | — | 310,628 | | | 7/31/2023(5) | — | — | — | 4,815 | 9,630 | 14,445 | — | — | — | 356,984 | | | 3/31/2023 | 250,000 | 500,000 | 750,000 | — | — | — | — | — | — | — | | | 4/3/2023(3) | — | — | — | 5,259 | 10,519 | 21,038 | — | — | — | 388,256 | | Scott W. Anderson | 4/3/2023(4) | — | — | — | — | — | — | 10,518 | — | — | 286,721 | | | 7/31/2023(5) | — | — | — | 5,102 | 10,204 | 15,306 | — | — | — | 378,262 | | | 3/31/2023 | 250,000 | 500,000 | 750,000 | — | — | — | — | — | — | — | | | 4/3/2023(3) | — | — | — | 5,259 | 10,519 | 21,038 | — | — | — | 388,256 | | Dennis Zeleny | 4/3/2023(4) | — | — | — | — | — | — | 10,518 | — | — | 286,721 | | | 7/31/2023(5) | — | — | — | 4,783 | 9,566 | 14,349 | — | — | — | 354,612 | | | 3/31/2023 | 250,000 | 500,000 | 750,000 | — | — | — | — | — | — | — | | | 4/3/2023(3) | — | — | — | 5,259 | 10,519 | 21,038 | — | — | — | 388,256 | | George T. Henley | 4/3/2023(4) | — | — | — | — | — | — | 10,518 | — | — | 286,721 | | | 7/31/2023(5) | — | — | — | 3,954 | 7,908 | 11,862 | — | — | — | 293,150 |

  81. Grants of Plan-Based Awards for 2023

    | (1) These amounts represent the potential non-equity compensation that would have been earned by each respective executive officer for 2023 service under the different achievement levels under their 2023 annual incentive opportunity, which are more fully discussed in “Compensation Discussion and Analysis,” pursuant to our 1998 Annual Incentive Plan. Under our current compensation structure, all non-equity incentive compensation is paid to the executive officer within the first four months of the year following the year in which service was rendered. The actual amount of non-equity incentive compensation that was paid to our named executive officers for 2023 service is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. | | (2) See footnote (2) under “Summary Compensation Table” above for detail regarding the methodology used to calculate Grant Date Fair Value. | | (3) PRSU awards are earned based on the Company’s TSR relative to its peer group during multiple performance periods spanning April 3, 2023 through April 3, 2026, and vest at the third anniversary of the grant date. Awards will be settled in equity, if earned. Refer to “Compensation Discussion and Analysis - 2023 Long-Term Incentive (LTIP) Awards” for additional details. | | (4) RSU awards granted on April 3, 2023, vest in three equal installments on the first, second and third anniversary dates of the grant, subject to continued employment. Awards are settled in equity, but they do not have any rights of a shareholder with respect to any of the shares subject to the award until such units are vested. | | (5) PRSU awards are earned based on the Company’s Total Shareholder Return relative to its peer group during the performance period spanning July 31, 2023 through July 31, 2024, and vesting on the anniversary of the grant date. Awards will be settled in equity, if earned. Refer to “Compensation Discussion and Analysis - 2023 Long-Term Incentive Program” for additional details. |

  82. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards at December 31, 2023 for Ocwen’s named executive officers.

  83. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | | 17,799 | - | | - | 61.80 | 10/4/2028 | - | - | - | - | | | - | - | | - | - | - | 19,196(5) | 590,469 | - | - | | | - | - | | - | - | - | 49,020(6) | 1,507,855 | - | - | | Glen A. Messina | - | - | | - | - | - | 70,126(7) | 2,157,076 | - | - | | | - | - | | - | - | - | - | - | 115,174(8) | 3,542,752 | | | - | - | | - | - | - | - | - | 73,529(9) | 2,261,752 | | | - | - | | - | - | - | - | - | 35,063(10) | 1,078,538 | | | - | - | | - | - | - | - | - | 14,349(11) | 441,375 | | | - | - | | - | - | - | 8,730(6) | 268,535 | - | - | | | - | - | | - | - | - | 11,395(7) | 350,510 | - | - | | | - | - | | - | - | - | 38,660(12) | 1,189,182 | - | - | | Sean B. O’Neil | - | - | | - | - | - | - | - | 13,094(9) | 402,771 | | | - | - | | - | - | - | - | - | 5,698(10) | 175,270 | | | - | - | | - | - | - | - | - | 4,815(11) | 148,109 | | | 1,500 | - | - | | 501.75 | 5/14/2024 | - | - | - | - | | | - | - | | 3,000(13) | 501.75 | 5/14/2024 | - | - | - | - | | | - | - | | 1,500(14) | 501.75 | 5/14/2024 | - | - | - | - | | | 2,185 | - | | - | 152.10 | 2/24/2025 | - | - | - | - | | Scott W. Anderson | - | - | | - | - | - | 2,285(5) | 70,287 | - | - | | | - | - | | - | - | - | 6,128(6) | 188,497 | - | - | | | - | - | | - | - | - | 10,518(7) | 323,534 | - | - | | | - | - | | - | - | - | - | - | 13,712(8) | 421,781 | | | - | - | | - | - | - | - | - | 9,191(9) | 282,715 | | | - | - | | - | - | - | - | - | 5,259(10) | 161,767 | | | - | - | | - | - | - | - | - | 5,102(11) | 156,938 | | | - | - | | - | - | - | 2,316(5) | 71,240 | - | - | | | - | - | | - | - | - | 4,902(6) | 150,786 | - | - | | | - | - | | - | - | - | 10,518(7) | 323,534 | - | - | | Dennis Zeleny | - | - | | - | - | - | - | - | 13,894(8) | 427,379 | | | - | - | | - | - | - | - | - | 7,353(9) | 226,178 | | | - | - | | - | - | - | - | - | 5,259(10) | 161,767 | | | - | - | | - | - | - | - | - | 4,783(11) | 147,125 | | George T. Henley | - | - | | - | - | - | - | - | 17,248(8) | 530,548 | | | - | - | | - | - | - | - | - | 5,370(9) | 165,181 |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (1) Consists of equity awards with respect to which, as of December 31, 2023, any applicable performance hurdles have been met but awards remain subject to time-based vesting criteria. | | (2) Consists of option awards with respect to which, as of December 31, 2023, the applicable performance hurdles have not been met. | | (3) The dollar amounts shown in these columns are determined by multiplying the number of unvested shares or units subject to the award by $30.76, the closing price of a share of our common stock on the New York Stock Exchange on December 29, 2023 (the last trading day of 2022). | | (4) Consists of equity awards with respect to which, as of December 31, 2023, the applicable time-based and/or performance vesting criteria have not been met. | | (5) Represents RSUs granted March 2, 2021. One-third of granted units vested on each of the first and second anniversaries of the grant, with the remaining units vesting on the third anniversary of the grant date, and which will settle in shares. | | (6) Represents RSUs granted March 31, 2022 (June 13, 2022 to Mr. O’Neil). One-third of granted units vested on the first anniversary of the grant, with the remaining units vesting in equal tranches on the second and third anniversaries of the grant date, and which will settle in shares. | | (7) Represents RSUs granted April 3, 2023, vesting in equal tranches on the first, second and third anniversaries of the grant date, and which will settle in shares. | | (8) Represents PRSUs granted March 2, 2021, vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to its peer group during four weighted performance periods (the first from March 2, 2021 through March 2, 2022 weighted at 15%, the second from March 2, 2022 through March 2, 2023 weighted at 15%, the third from March 2, 2023 through March 2, 2024 weighted at 15%, and the fourth from March 2, 2021 through March 2, 2024 weighted at 55%). Performance during the first and second periods earned 175.2% and 133.2% of target units, respectively, subject to continued vesting requirements. Awards will settle in shares, if earned. Amounts reported assume maximum levels of achievement. | | (9) Represents PRSUs granted March 31, 2022 (June 13, 2022 to Mr. O’Neil), vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to a performance peer group during four weighted performance periods (the first from March 31, 2022 through March 31, 2023 weighted at 15%, the second from March 31, 2023 through March 31, 2024 weighted at 15%, the third from March 31, 2024 through March 31, 2025 weighted at 15%, and the fourth from March 31, 2022 through March 31, 2025 weighted at 55%). Performance during the first period earned 181.8% of target units, subject to continued vesting requirements. Awards will settle in shares, if earned. Amounts reported assume target levels of achievement. | | (10) Represents PRSUs granted April 3, 2023, vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to a performance peer group during multiple performance periods between April 3, 2023 through April 3, 2026, as described in the “2023 Long-Term Incentive (LTIP) Awards” section above. Awards will settle in shares, if earned. Amounts reported assume minimum levels of achievement. | | (11) Represents PRSUs granted July 31, 2023, vesting on the anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to its peer group during the performance period between July 31, 2023 through July 31, 2024, as described in the “2023 Long-Term Incentive Awards” section above, and which will settle in shares, if earned. Amounts reported assume minimum levels of achievement. | | (12) Represents RSUs granted June 13, 2022 to Mr. O’Neil. One-fourth of granted units vested on the first anniversary of the grant, with the remaining units vesting in equal tranches on the second, third and fourth anniversaries of the grant date, and which will settle in shares. | | (13) Represents non-qualified stock options (NQSOs) granted to Mr. Anderson May 14, 2014, one-fourth of which vest upon achieving a stock price of $1,003.50 and compounded annual gain of 20% over the exercise price, with the balance vesting one-fourth each subsequent anniversary. | | (14) Represents NQSOs granted to Mr. Anderson May 14, 2014, one-fourth of which vest upon achieving a stock price of $1,505.25 and compounded annual gain of 25% over the exercise price, with the balance vesting one-fourth each subsequent anniversary. |

  85. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table provides information relating to the amounts realized on the exercise of options and the vesting of restricted stock during fiscal year 2023 for the individuals named in the Summary Compensation Table.

  86. Option Exercises and Stock Vested During 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Glen A. Messina | — | — | 178,872 | 4,756,373 | | Sean B. O’Neil | — | — | 17,250 | 514,222 | | Scott W. Anderson | — | — | 23,371 | 620,237 | | Dennis Zeleny | — | — | 30,298 | 799,200 | | George T. Henley | — | — | 18,302 | 551,455 |

  87. Option Exercises and Stock Vested During 2023

    | (1) No options were exercised during 2023. | | (2) The dollar amounts shown in this column for stock awards are calculated based on the closing price of a share of our common stock on the New York Stock Exchange on the date of vesting. |

  88. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We would treat any termination of employment of a named executive officer as we believe is appropriate in light of the circumstances, subject to the terms of our agreements with the executive, including Severance Plans, employment offer letters, any equity award agreement and the intellectual property, non-disclosure, non-competition and non-solicitation agreements discussed above under “Restrictive Covenants,” and our clawback policy, as applicable. In addition, a named executive officer would typically retain any vested portion of prior equity awards granted through the 1998 Annual Incentive Plan, our prior 2007 and 2017 equity incentive plans and the 2021 Plan. We believe that the provisions in our option, RSU and PRSU award agreements relating to change in control support our compelling business need to incentivize the retention of key employees during the uncertain times preceding a potential change in control. As described below, our RSUs and PRSUs provide for accelerated vesting following a change in control only if such change in control is followed by actual or constructive termination (i.e., a “double trigger”), in order to further incentivize post-change in control retention and engagement. Treatment of Options. Our stock option agreements generally provide that, in the event of death, disability, retirement or termination by the Company without cause, in each case as defined in the applicable stock option agreement, (i) all unvested options that vest over a certain time period (time-based) would immediately vest; (ii) all unvested options that vest in accordance with the fulfillment of market conditions or other performance criteria (performance-based) would generally continue to vest if the particular performance criteria is satisfied (in the case of retirement or termination without cause, within 90 days of termination); and (iii) all vested options generally terminate within a specified timeframe. Upon termination for cause, all vested and unvested options are immediately terminated. Additionally, pursuant to these stock option agreements, if there is a “change in control” as defined in the applicable stock option agreement, all options would immediately vest. Treatment of RSUs and PRSUs. In the case of death or disability, the awards will immediately vest on a pro-rata basis in proportion to the percentage of the vesting period the participant served prior to termination, except that for the PRSUs granted July 31, 2023, all unvested units will vest. For the PRSUs granted in 2021 or 2022, any outstanding and incomplete measurement periods shall be deemed to have been achieved at target level. For the PRSUs granted in 2023, any open and incomplete measurement period shall be measured as of the termination date, and any measurement periods yet to begin shall be deemed to have been achieved at target level. In the event of voluntary resignation (other than for good reason, as defined in the applicable award agreements), any unvested portion of an award will be forfeited. Upon a termination without cause or retirement, the RSUs will immediately vest on a pro-rata basis in proportion to the percentage of the vesting period the participant served prior to termination. For the PRSUs granted in 2021 or 2022, the number of units that remain eligible to become vested, subject to achievement of applicable performance objectives at the end of the three-year cliff-vesting period, are calculated on a pro-rata basis in proportion to the percentage of the vesting period the participant served prior to termination. For the performance-restricted stock units granted April 3, 2023, the PRSUs will immediately vest on a pro-rata basis in proportion to the percentage of the vesting period the participant served prior to termination, any open and incomplete measurement period shall be measured as of the termination date, and any measurement periods yet to begin shall be deemed to have been achieved at target level. For the awards granted July 31, 2023, all unvested units will immediately vest and the measurement period shall be measured as of the termination date. In the event of a change in control, awards continue vesting in accordance with their terms, and any outstanding and incomplete measurement periods shall be deemed to have been achieved at target level. If, within 12 months of such change in control, the Company terminates the participant’s employment for any reason other than for cause, or the participant resigns for good reason, the awards will vest at target level as of the date of termination. Payments for Mr. Messina. In the event of Mr. Messina’s termination without cause or resignation for good reason, under the terms of his offer letter he will be entitled to receive (i) a lump sum termination payment in an amount equal to the sum of his base salary plus his annual target incentive, plus the estimated cost of 18 months’ COBRA benefit premiums, (ii) a pro rata portion of his annual bonus payment based on actual achievement of Ocwen performance objectives, and (iii) payment of any unpaid prior year bonus. If within two years following a change in control his employment is terminated without cause or he resigns for good reason, the value of his lump sum termination payment will increase to two years of base salary, target incentive and COBRA benefit premiums, in addition to continued bonus eligibility outlined above. Payments for Mr. O’Neil. In the event of Mr. O’Neil’s termination without cause or resignation for good reason within his first four years of employment, under the terms of his offer letter he will be entitled to receive (i) the value of any unpaid cash sign-on bonus payments, (ii) any unvested sign-on restricted stock units, and (iii) severance benefits consistent with a qualifying termination of employment under the applicable Severance Plan, as described below. Severance Plans. Messrs. Anderson, O’Neil and Zeleny are eligible for severance benefits upon a qualifying termination of employment, conditioned upon the execution of a separation and release agreement, consistent with either the United States Basic Severance Plan (the Severance Plan) or the United States Change in Control Severance Plan (the CIC Plan). Under the Severance Plan, if an executive officer’s employment with the Company is terminated by the Company due to an eligible termination as defined in the Severance Plan, the executive will be entitled to receive the following benefits: (i) a lump sum payment equal to 18 times the monthly base salary rate; and (ii) eligibility for subsidized COBRA benefit premiums for continued healthcare coverage for up to 18 months, if elected. Under the CIC Plan, if a Change in Control (as defined in the CIC Plan) occurs and either the participant’s employment is involuntarily terminated or he or she resigns for good reason within the 12-month period following the Change in Control or he or she has been requested by the Company to continue in the employment of the Company through a specified date following a Change in Control and the participant remains in the employment of the Company for such specified period, the executive will be entitled to receive the following benefits, in lieu of and not in addition to, the benefits described in the preceding paragraph: (i) a lump sum payment equal to 24 times the monthly base salary rate, plus the annual target incentive under the Annual Incentive Plan prorated for their length of service for the year in which the termination occurs; and (ii) eligibility for subsidized COBRA benefit premiums for continued healthcare coverage for up to 24 months, if elected.

  89. Tabular Disclosure of Payments on Termination or Change in Control

    Tabular Disclosure of Payments on Termination or Change in Control The table below sets forth the potential benefits that each named executive officer serving as of December 31, 2023 would have been entitled to receive from the Company as described above upon a termination of employment under the circumstances described above, and the potential benefits that each individual would have been entitled to receive with respect to accelerated vesting of equity awards had a termination of employment under the circumstances described above or a change in control of the Company occurred, assuming that the event occurred on the last day of fiscal year 2023. The value of any outstanding equity awards that would accelerate is determined by multiplying (i) the number of unvested restricted stock units held by the named executive officer that would accelerate by (ii) $30.76, the closing price of a share of our common stock on the New York Stock Exchange on December 29, 2023 (the last trading day of the year). Additionally, at that share price, no stock options for which vesting would accelerate had value.

  90. Tabular Disclosure of Payments on Termination or Change in Control

    | Potential Payments upon Termination of Employment or Change in Control | | | | | | | | | Name | Voluntary Termination without Good Reason or Involuntary Termination for Cause | Voluntary Resignation with Good Reason | Involuntary Termination Not for Cause | Change in Control without Termination | Change in Control with Qualifying Termination | Disability or Death | Retirement | | Glen A. Messina | — | 4,110,159 | 6,307,437 | — | 17,004,029 | 5,190,129 | 2,197,278 | | Sean B. O’Neil | — | 2,289,182 | 2,624,631 | — | 4,036,755 | 762,172 | 553,994 | | Scott W. Anderson | — | 750,000 | 1,140,957 | — | 2,545,290 | 755,125 | 390,957 | | Dennis Zeleny | — | 750,000 | 1,117,742 | — | 2,428,556 | 701,515 | 367,742 |

  91. General

    | (a) Total Shares Outstanding at each year-end also includes warrants, outstanding equity awards and shares available in 2021 Plan. | | (b) Assumes warrants issued to Oaktree are cashlessly exercised using 10-day average of Volume Weighted Average Price (10 days ending on preceding day of exercise) on 12/31/2023 of $29.83. | | (c) EIP Activity in 2021 and 2022 includes grants, performance adjustments, and share recycling for taxes, forfeits and expiration. |