DEF 14A of Onity Group Inc.
Filed Apr 14, 2026 · FY20250001493152-26-016598
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 December 29, 2025, our Board of Directors fixed the number of directors at nine. Following the announced retirement of our directors DeForest B. Soaries, Jr. and Jenne Britell, which will occur immediately prior to the commencement of the 2026 Annual Meeting of Shareholders, the size of the Board will be fixed at seven directors. 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. Our Board of Directors provided guidance and oversight to the Onity Group leadership team, enabling strong execution of our strategic priorities that delivered record results and shareholder value. Following a complex, multi-year transformation, we took strategic actions to simplify our business and strengthen the Company to position us for accelerated growth and higher shareholder returns in the years ahead. To remain competitive and maintain our industry-leading, low-cost infrastructure, we continued to invest in talent and advanced technologies, supported by AI, to deliver superior outcomes for our clients and other stakeholders. Our strong financial performance, coupled with increased outreach to the investment community, led to a higher market valuation relative to our peers. Onity Group’s five-year total shareholder return grew 58% while our industry peer group increased 45%.(1) In 2025, our balanced mortgage servicing and originations business delivered our highest net income and diluted EPS since 2013 amid a volatile macroeconomic backdrop that included several government actions late in the year that created challenges for the mortgage industry. Highlights of our accomplishments for 2025 as compared to 2024 follow.
ELECTION OF DIRECTORS
| ● | We significantly increased our book value by $17 to $74 per share, resulting from delivering sustained growth and profitability that enabled the significant partial release of a $120 million deferred tax valuation allowance. For full year 2025, we delivered $189.5 million in net income, the highest in more than a decade, and a 35% return on equity. |
ELECTION OF DIRECTORS
| ● | We announced a $10 million share repurchase program to offset dilution from shares issued for compensation and to help stabilize our shares in periods of increased market volatility. |
ELECTION OF DIRECTORS
| ● | To simplify our business, we entered into an agreement (subject to regulatory approval) to sell our reverse mortgage originations platform and MSRs to Finance of America Reverse LLC and entered into a long-term subservicing agreement. The proceeds from the sale will provide additional financial flexibility to invest in higher growth assets to accelerate our growth trajectory. We also announced the exit of a low margin legacy subservicing portfolio that we expect to begin transferring in the first half of 2026. In addition, we settled our remaining outstanding warrants to eliminate related dilution risk. |
ELECTION OF DIRECTORS
| ● | To strengthen our balance sheet and create additional flexibility, in early 2026 we opportunistically accessed the high-yield debt market to borrow an additional $200 million, enabling us to pay down mark-to-market MSR debt to reduce risk and lower borrowing costs. |
ELECTION OF DIRECTORS
| ● | We achieved record originations volume, up 42% versus the industry growth rate of 18%, and our refinance recapture rate was 1.5 times the industry average(2) Our investments in recent years led to a sharper customer focus, improved analytics and targeted marketing initiatives that drove these results. |
ELECTION OF DIRECTORS
| ● | Our servicing portfolio grew 9% to more than $328 billion UPB. We added $85 billion in total servicing additions, including $45 billion in subservicing additions (with $12 billion of the additions related to sales of MSRs with subservicing retained). Our average owned MSR growth increased 15.6%, outpacing the 2% growth for the industry,(3) and we continued to maintain an effective hedge, providing stability to our results in volatile markets. Our servicing excellence has been recognized by Freddie Mac’s SHARP(SM) and Fannie Mae’s STAR(TM) awards and is reflected in HUD’s Tier 1 ranking. |
ELECTION OF DIRECTORS
| ● | On March 23, 2026, Onity rebranded PHH Mortgage to Onity Mortgage, unifying our branding for clients, business partners and shareholders. |
ELECTION OF DIRECTORS
| ● | Importantly, our Board continued to fulfill its important legal and regulatory oversight and continues to maintain a strong risk and control environment. |
ELECTION OF DIRECTORS
(1) See “Executive Compensation - Compensation Discussion and Analysis - Role of the Compensation Committee,” below, for discussion of Onity’s peer group and five-year total shareholder return. (2) Industry year-over-year growth rate is based on average of January 2026 MBA Mortgage Finance Forecast and January 2026 FNMA Housing Forecast. Industry recapture rate statistic is based on Onity fiscal year 2025 average rate and December 2025 ICE Mortgage Monitor report of industry averages at first, second and third quarters 2025. (3) Servicing industry growth is based on year-end mortgage debt outstanding for fiscal year 2025 and fiscal year 2024 as reported in January 2026 MBA Mortgage Finance Forecast. The Board recognizes the importance of supporting the work of our deeply committed and experienced leadership team to build a company with a strong mission-driven culture, a brand that stands for delivering excellence to its customers, and the financial strength to sustain long-term profitability as the Company continues to create value for our customers, shareholders, and other stakeholders. 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 nominees for the Board of Directors:
ELECTION OF DIRECTORS
| Onity Group Inc. | | | | | | | | | Board of Directors Skills and Experiences(1) | | | | | | | | | | Glen A. Messina | Alan J. Bowers | Jacques J. Busquet | Claudia J. Merkle | Dawn C. Morris | Kevin Stein | Robert S. Welborn III | | 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 | ✔ | ✔ | | ✔ | | ✔ | | | Technology, Digital Marketing, or Data Analytics Expertise | | | | | ✔ | | ✔ |
ELECTION OF DIRECTORS
(1) Includes outside managerial and director experience only (i.e., does not include Onity-based experience)
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. All of the Company’s incumbent directors have previously been elected by our shareholders, other than Robert S. Welborn, who was appointed by our Board to serve as a director effective October 1, 2025, and Dawn C. Morris, who was appointed by our Board to serve as a director effective January 1, 2026. Our Board, upon the recommendation of the Nomination/Governance Committee, approved Mr. Welborn as a director nominee due to his expertise in technology and data analytics and experience in public company governance and finance, and Ms. Morris, as a director nominee due to her public company, executive, digital and marketing experience. Mr. Welborn and Ms. Morris were each identified as a potential director nominee by executive search firm Heidrick & Struggles. 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:
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 Onity 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 Onity since May 2015. From March 2023 through September 2024, Mr. Bowers served as a director of Selina Hospitality PLC (formerly Nasdaq GS: SLNA) as well as Chair of the Audit Committee and a member of the Finance & Capital Allocation Committee. From December 2021 to September 2025, Mr. Bowers served 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. |
Nominees for Director
| Jacques J. Busquet | Mr. Busquet has served as a director of Onity 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. | | Claudia J. Merkle | Ms. Merkle has served as a director of Onity since April 2024. 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. |
Nominees for Director
| Dawn C. Morris | Ms. Morris has served as a director of Onity since January 2026. Ms. Morris is the Founder and CEO of Growth Partners Group, LLC, a strategic consulting firm that serves clients in strategic business transformation and innovation. Ms. Morris was an Army Captain in the 530th Supply and Service Battalion after graduating from the United States Military Academy at West Point with a Bachelor of Science in International Relations in 1990. From September 2018 to January 2020, she was the Chief Digital and Marketing Officer at First Horizon National Corporation and has also served in management and marketing positions with RBC Bank, RBS Citizens Financial Group, Inc. and Webster Bank. Since April 2021, Ms. Morris has served on the board of directors of America’s Car-Mart, Inc. (Nasdaq: CRMT) and since May 2023 she has served on the board of directors of First Financial Bancorp. (Nasdaq: FFBC). Since January 2025, Ms. Morris has also served on the board of directors of Skycrest Roof Co., a residential roofing platform in the portfolio of Shore Capital Partners, a private equity firm. Previously Ms. Morris served on the boards of The Hartford Stage, the Girl Scouts of Connecticut, and the Governor’s Partnership of Connecticut. Ms. Morris was selected to serve as a member of our Board of Directors due to her public company, executive, digital and marketing experience. | | Kevin Stein | Mr. Stein has served as Lead Independent Director since January 2023 and as a director of Onity since February 2019. Since January 2024, Mr. Stein has been Managing Director of Klaros Capital, a division of advisory and investment firm Klaros Group. In addition, in April 2025, he joined the investment committee of Theorem Partners LLC, a wholly owned registered investment advisory subsidiary of Pagaya Technologies Ltd (Nasdaq:PGY, Pagaya). From June 2022 through December 2023, he served as an independent consultant. From December 2020 through its merger with Pagaya 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 has served as a director of Dime Community Bancshares, Inc. (Nasdaq:DCOM) since 2017. He also served as a director of Pagaya from August 2022 through September 2023 and as a director of PHH Corp. from June 2017 until its acquisition by Onity 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. |
Nominees for Director
| Robert S. Welborn III | Mr. Welborn has served as a director of Onity since October 2025. Mr. Welborn is self-employed as a marketing technology consultant. Since October 2021, he has served as a director of NOV Inc. (NYSE:NOV), an equipment and technology provider to the global energy industry. From November 2020 through August 2024, Mr. Welborn served as the Head of Data Science for Meta Inc. Prior to that, he was the Head of Programs Data Science, Small Business Group for Meta Inc. Before joining Meta Inc. in 2020, he held various positions within General Motors Company between 2018 and 2020, including Global Chief Data and Analytics Officer. Between 2009 and 2017, Mr. Welborn served in several positions of increasing responsibility at USAA, including Chief Data Scientist. Mr. Welborn holds a Bachelor of Science in Engineering from Texas A&M University and a Master of Business Administration from the University of California, San Diego. Mr. Welborn was selected to serve as a member of our Board of Directors due to his expertise in technology and data analytics and experience in public company governance and finance. |
BOARD OF DIRECTORS COMPENSATION
BOARD OF DIRECTORS COMPENSATION The following table discloses compensation received for fiscal year 2025 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 2025 (our non-management directors). Ms. Morris joined our Board in 2026.
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 | | Claudia J. Merkle | 93,500 | 120,000 | 213,500 | | DeForest B. Soaries, Jr. | 91,000 | 120,000 | 211,000 | | Kevin Stein | 157,000 | 120,000 | 277,000 | | Robert S. Welborn III(4) | 21,125 | 76,393 | 97,518 |
BOARD OF DIRECTORS COMPENSATION
| (1) Amounts reported for stock awards represent the aggregate grant date fair value of awards granted during fiscal year 2025 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 21, 2025, our non-management directors received equity awards under the 2021 Plan for their service for the 2025-2026 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 3,188 restricted stock units (RSUs) vesting May 21, 2026, 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, 2025, other than the RSUs issued May 21, 2025. 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. Mr. Welborn has no shares subject to option awards or other equity awards outstanding as of December 31, 2025, other than the RSUs issued October 1, 2025 as disclosed in footnote (4) below. | | (4) Effective October 1, 2025, the Board appointed Mr. Welborn to the Board of Directors and granted him a pro-rated equity award with a grant date fair value of $76,393 corresponding to the period between the date of his appointment and May 21, 2026, the vesting date of the 2025-2026 Board equity grant. Mr. Welborn received 1,949 RSUs which vest on May 21, 2026 and are deliverable May 21, 2028 pursuant to the Deferral Plan for Directors as discussed below |
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.
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, 2026, 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, 2026 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2025.
Compensation Highlights
| ● | Aligned the structure of our annual incentive plan (AIP) with key strategic objectives, including greater connection to growth, along with profitability, operational execution, service excellence and effective human capital management practices. |
Compensation Highlights
| ● | Linked long-term equity awards to total shareholder return relative to a performance peer group to align with shareholder expectations, and provided for awards to settle in shares of common stock to build executive stock ownership in the Company. |
Philosophy and Objectives of Our Executive Compensation Program
| ● | 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) in 2025 – 86% for the President and Chief Executive Officer (CEO) and 68% 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”). |
Philosophy and Objectives of Our Executive Compensation Program
| ● | 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, 2025 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 clients. 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. |
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 were delivered through our incentive programs in 2025. The Compensation Committee determines target compensation amounts after consideration of multiple factors, including comparative data from our peer group and other relevant benchmarks provided by its independent compensation consultant (described below).
Variable Pay and Incentive Programs
| Element of Annual Target Compensation | Description | Percent of CEO 2025 Total Annual Target Compensation(1) | Average Percent of non-CEO NEO 2025 Total Annual Target Compensation(2) | | Salary | Salary is the only element of total target compensation that is not variable based on short- or long-term performance. | 14% | 32% | | 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. | 22% | 32% | | 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 a minimum total shareholder return (TSR) level has been achieved relative to a performance peer group. | 64% | 36% |
Variable Pay and Incentive Programs
| (1) 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. | | (2) Total Annual Target Compensation percentages do not include special one-time awards. |
Pay Measures
| Pay Measure | Description | Percent of CEO 2025 Total Target Compensation | Average Percent of non-CEO NEO 2025 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. | 64% (32%) | 36% (18%) | | Net Income | Full-year GAAP net income accounted for 25% of the total weight of our AIP Scorecard. | 5% | 8% | | Return on Equity | Full-year adjusted pre-tax return on equity (ROE), excluding notables, represented 25% of the total weight of our AIP Scorecard.(1) | 5% | 8% | | Originations Growth | Refinance recapture rate and cash yield on owned servicing originations accounted for 15% of the total weight of our AIP Scorecard. | 3% | 5% | | Servicing Growth | MSR UPB growth and subservicing growth accounted for 15% of the total weight of our AIP Scorecard. | 3% | 5% | | Productivity | Expenses, either absolute or as a percentage of revenue, accounted for 10% of the total weight of our AIP Scorecard. | 2% | 3% | | Employee Engagement | Employee engagement survey results accounted for 10% of the total weight of our AIP Scorecard. | 2% | 3% |
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, 2026, 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, 2026 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2025. For example, the value of our CEO’s shares would increase 77% (an additional $27 million) if our shares were trading at fully diluted book value compared to the March 31, 2026 share price.
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—2025 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, 2026, with performance-based units adjusted for interim performance as of March 31, 2026, as outlined below in “Performance Results of Annual Long-Term Incentive Awards”. 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 - 2025 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, 2026. Includes shares held jointly, indirectly by spouse, and indirectly by trust. | | (4) Calculations are based on $45.79 closing price per share of our common stock on December 31, 2025, and March 31, 2026 equity holdings. Our future stock price may vary materially from the closing price shown in the table. | | (5) Calculations are based on share price and equity holdings as of March 31, 2026. 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 8, 2026 was $42.38 per share. | | (6) Calculations are based on March 31, 2026 equity holdings and December 31, 2025 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 $628 million and 8,521,636 shares outstanding at December 31, 2025, after giving effect to issuance of shares underlying vested and unvested restricted stock units. |
Role of the Compensation Committee
| ● | approval of the AIP Corporate Scorecard, which drives the variable short-term compensation for most of the company’s leadership, including the NEOs; |
Role of the Compensation Committee
| ● | evaluation of individual performance results to determine the AIP individual performance multiplier of each NEO; |
Role of the Compensation Committee
| ● | approval of any changes to compensation, including, but not limited to, base salary, short-term and long-term incentive award opportunities, and retention programs; and |
Role of the Compensation Committee
| ● | 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 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 factors, including industry (consumer finance, regional banks and mortgage finance), revenues, assets and number of employees, and comparable business operations. The peer group used to help inform compensation decisions from January through November 2025 is listed below. |
Role of the Compensation Committee
In November 2025, 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 Onity’s business model and key metrics noted above.
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. | ● | Prepare the Compensation Committee’s report and CD&A for the Proxy Statement. | ● | 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. | ● | Continue shareholder engagement focused on Say-on-Pay vote at the Annual Meeting. | | ● | Review and evaluate the individual performance of the CEO and each of our other NEOs and other executive officers. | ● | Review and discuss Say-on-Pay voting recommendations from proxy advisory firms. | ● | 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 the goals and objectives of the Company’s compensation programs. | | ● | Determine the payouts to be made under the AIP based on prior year’s performance. | ● | Review and discuss the results of the voting at the Annual Meeting. | ● | Review human capital initiatives to support growth. | ● | 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. | | ● | Determine total target compensation levels for our NEOs and other executive officers, as informed by both market data and prior year’s performance. | ● | Review reports from the Compensation Committee’s independent compensation consultants on practices and trends in the industry. | | | ● | Conduct comprehensive, risk-based review of the Company’s compensation policies and practices that is designed to ensure appropriate mitigation of undue risk. | | ● | 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 relative TSR or other performance objective. | | | | | | |
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 performs a number of services for the Compensation Committee, including but not limited to reviewing and providing guidance on:
Role of Independent Compensation Consultant
| ● | design of the annual AIP and LTIP awards; |
Role of Independent Compensation Consultant
| ● | market competitiveness of compensation of our NEOs; |
Role of Independent Compensation Consultant
| ● | Company’s peer group for purposes of informing compensation decisions; |
Role of Independent Compensation Consultant
| ● | reports of proxy advisory firms, including ISS and Glass Lewis, relating to the proxy statement; |
Role of Independent Compensation Consultant
| ● | market competitiveness of the compensation of our independent directors; and |
Role of Independent Compensation Consultant
| ● | emerging best practices for executive and independent director compensation. |
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, 2025, 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 2025 base salary and AIP target, which were unchanged from 2024.
Base Salaries and Annual Incentive Targets for our NEOs
| Name | Annual Salary as of 12/31/2025 ($) | Annual AIP Target as of 12/31/2025 ($ and % of Salary) | | Annual Total Target Cash Compensation as of 12/31/2025 ($ and % Increase from 12/31/2024) | | | Glen A. Messina | 1,000,000 | 1,500,000 | 150% | — | —% | | Sean B. O’Neil | 550,000 | 550,000 | 100% | — | —% | | Scott W. Anderson | 500,000 | 500,000 | 100% | — | —% | | Aaron D. Wade | 480,000 | 456,000 | 95% | — | —% | | Dennis Zeleny | 500,000 | 500,000 | 100% | — | —% |
Base Salaries and Annual Incentive Targets for our NEOs
| (1) Effective March 22, 2026. Mr. Messina’s AIP target was increased to $1,800,000, Mr. Wade’s salary and AIP target were each increased to $500,000, and Mr. Zeleny’s salary and AIP target were each increased to $525,000, all in recognition of significant contributions to the Company. |
2025 Annual Incentive Plan (AIP)
2025 Annual Incentive Plan (AIP) Our annual incentive compensation opportunity for eligible employees, including our executive officers, is provided under the Annual Incentive Plan. 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:
2025 Annual Incentive Plan (AIP)
| Baseline AIP Funding | | Individual Awards (as % of Target) | | | | | Corporate Scorecardx | Service Excellence Modifier | (Organization Performance Fundingx | Individual Performance Multiplier) | + | Net Income Modifier |
2025 Annual Incentive Plan (AIP)
| 1. | First, performance against the Corporate Scorecard objectives is used to calculate preliminary results. |
2025 Annual Incentive Plan (AIP)
| 2. | Scorecard results are then adjusted by a service excellence modifier to establish the baseline funding level and pool for the entire plan. |
2025 Annual Incentive Plan (AIP)
| 3. | From that pool, 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. |
2025 Annual Incentive Plan (AIP)
| 4. | 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. |
2025 Annual Incentive Plan (AIP)
| 5. | Finally, select members of senior leadership, including all NEOs, have their award opportunities also subject to an additional funding modifier based on significant positive or negative net income results above or below the baseline Corporate Scorecard metric (described in “Net Income Modifier” below). |
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. Management and the Compensation Committee incorporate feedback from shareholders, analysts, consultants and other stakeholders when developing the scorecard objectives and metrics. The 2025 Corporate Scorecard objectives, shown below with final performance results, were directly aligned to the Board-approved 2025 business plan and our key business priorities, as follows:
Corporate Scorecard
Financial performance, including net income, return on equity and operating expense management, constituted 60% of the overall scorecard weight as sustaining profitability was critical to delivering on shareholder expectations. To emphasize the importance of GAAP net income in our 2025 scorecard, we included a potential penalty if GAAP net income results were again below threshold (see Net Income Modifier below). Additionally, we placed 30% weight on prudent growth initiatives, using objectives in MSR growth and recapture rate to emphasize the importance of originations success to our balanced business model, and again aligning our cash yield targets to levels that maximize MSR volume purchases and pre-tax net income based on our annual business plan. 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, and is reflected in the final 10% of the scorecard. 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.
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 | —% | 80% |
Corporate Scorecard
The Compensation 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 Compensation Committee’s assessment of the level of performance achieved against scorecard and modifier objectives, the information on which the Compensation 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 101.5%, which was then multiplied by the 110% service excellence modifier for total results of 112%. Our Corporate Scorecard and service excellence modifier and corresponding achievement levels for each are detailed below:
Corporate Scorecard
| Corporate Scorecard Objective | Objective Weight | Threshold | Target | Maximum | Performance Outcome | Performance Achievement | Weighted Performance Achievement | | Enterprise Profitability(1) | | | | | | | | | 1a. Full-Year GAAP Net Income ($M) | 25% | $43.5 | $58.1 | $66.8 | 189.5 | 150% | 38% | | 1b. Full-Year Adjusted Pre-Tax Return On Equity (Adjusted ROE) | 25% | 14.0% | 18.7% | 21.5% | 16.7% | 78% | 20% | | Prudent Growth | | | | | | | | | 2a. Forward Refinance Recapture Rate Relative to Peers Percent of straight average of publicly reported refinance recapture rates from PFSI and RITM | 7.5% | 100% | 110% | 120% | 106.4% | 82% | 6% | | 2b. Originations Cash Yield Correspondent originated and Co-Issue purchased at cash yields % higher than cost of capital | 7.5% | 0.00% | 0.18% | 0.36% | 1.49% | 150% | 11% | | 2c. MSR Growth Gross Forward and Reverse MSR additions ($B UPB) | 5% | $41.5 | $46.7 | $51.9 | $51.5 | 146% | 7% | | 2d. Subservicing Growth Gross Forward and Reverse subservicing additions, including MSR Asset Vehicle LLC and MSR-X ($B UPB) | 5% | $49.5 | $53.9 | $58.3 | $45.0 | —% | —% | | 2e. Servicing End-of-Year Total UPB ($B) | 5% | $318.3 | $336.0 | $353.7 | $328.3 | 78% | 4% | | Segment Productivity | | | | | | | | | 3a. Servicing Efficiency Ratio Adjusted operating Expense (excluding corporate overhead and notables) / Adjusted Net Revenue (excluding Float earnings) | 5% | 32.8% | 31.2% | 29.6% | 32.9% | —% | —% | | 3b. Originations Efficiency Ratio Adjusted operating Expense (excluding corporate overhead) / Revenue | 2% | 63.9% | 60.9% | 57.8% | 52.0% | 150% | 3% | | 3c. Corporate Functions Adjusted Operating Expenses ($M) Adjusted operating expenses before overhead allocations | 3% | $157.5 | $150.0 | $142.5 | $151.2 | 92% | 3% | | Employees | | | | | | | | | 4. Engagement and Culture Index Employee engagement survey results versus 2024 (weighted percentage point difference) | 10% | -6 | +/-3 | 6 | 1.0 | 100% | 10% | | TOTAL | 100% | | | | | | 101.5% |
Corporate Scorecard
| (1) Full-Year GAAP Net Income and Adjusted Pre-Tax ROE are inclusive of expense accrual for AIP. For a discussion of how we measure adjusted pre-tax return on equity and a reconciliation to financial measures prepared under Generally Accepted Accounting Principles (GAAP), please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026. |
Net Income Modifier
Net Income Modifier Award opportunities for select members of senior leadership, including all NEOs, were subject to an additional funding modifier based on Full-Year GAAP Net Income results (see objective 1a above): results below threshold level will reduce Corporate Scorecard funding for those participants by up to 15 percentage points, and results above maximum will increase Corporate Scorecard funding for those participants by up to 15 percentage points. The modifier is added or subtracted from final allocated funding, described further below.
Net Income Modifier
| | Negative Modifier (Up to -15%) | | Positive Modifier (Up to 15%) | | | | | Net Income Modifier | Negative Modifier Maximum | Scorecard Threshold | Scorecard Maximum | Positive Modifier Maximum | Performance Outcome | Modifier Results | | 1a. Full-Year GAAP Net Income ($M)(1) | $34.8 | $43.5 | $66.8 | $80.1 | 189.5 | 15% |
Net Income Modifier
| (1) Modifiers are 20% below and above scorecard objective 1a’s threshold ($34.8M from $43.5M) and maximum ($80.1M from $66.8M), respectively. |
Organizational Performance Funding Allocation by Business Unit
Organizational Performance Funding Allocation by Business Unit Upon approval of the Corporate Scorecard and Modifier 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.
Performance Assessments and Calculation of Total 2025 AIP Awards
Performance Assessments and Calculation of Total 2025 AIP Awards The industry and market environment evolved quite differently than what was anticipated in the Board-approved financial plan, which sets business unit and functional financial and operating objectives and AIP targets. Higher interest rates in the first half of the year favored our servicing segment, while declining interest rates in the second half of the year favored the origination segment. Changes in the FHA loss mitigation rules, delayed changes to the government insured reverse mortgage loan program, and the impact of the government shut down on certain borrowers, drove higher cost and lower revenues in our servicing segment. 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 in the context of the business environment 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. The following summarizes the performance of each executive and his respective business unit:
Scott Anderson
| ● | Delivered continued top-tier outcomes in key investor scorecard metrics, subservicing client operating objectives, and key company operating and risk scorecard metrics. |
2025 Long-Term Incentive (LTIP) Awards
2025 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. Our 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 most recently amended May 28, 2024. 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. 2025 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 use of the relative TSR metric aligns management incentives directly with shareholder value creation within the context of our industry segment. 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.
2025 Long-Term Incentive (LTIP) Awards
| Annaly Capital Management, Inc. | PennyMac Financial Services, Inc. | | Better Home & Finance Holding Co. | Radian Group Inc. | | Cherry Hill Mortgage Investment Corporation | Redwood Trust, Inc. | | Finance of America Companies, Inc. | Rithm Capital Corp. | | Guild Holdings Company | Rocket Companies, Inc. | | loanDepot, Inc. | Two Harbors Investment Corp. | | MGIC Investment Corporation | UWM Holdings Corporation | | Mr. Cooper Group Inc. | |
2025 Long-Term Incentive (LTIP) Awards
Peers that cease to be publicly-traded during the measurement periods due to acquisitions are not included in assessing relative performance. 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, providing balance between ongoing and long-term shareholder value alignment.
2025 Long-Term Incentive (LTIP) Awards
| Period # | Measurement Period | % of Target PRSUs Assigned to Measurement Period | | 1 | March 15, 2025 - March 15, 2026 | 15% | | 2 | March 15, 2026 - March 15, 2027 | 15% | | 3 | March 15, 2027 - March 15, 2028 | 15% | | 4 | March 15, 2025 - March 15, 2028 | 55% |
2025 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 assigned to the measurement period are eligible to vest, (ii) 50th percentile of its peer group for any measurement period (target level), 100% of the target PRSUs assigned to the measurement period 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 assigned to the measurement period 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 2025, which will be settled in cash except for Mr. Messina’s RSUs which will be settled in shares.
2025 Long-Term Incentive (LTIP) Awards
| Name | Annual Target Value Granted as Restricted Stock Units ($) | Annual Target Value Granted as Performance-Restricted Stock Units ($) | Total Annual Target Value ($)(1) | | Glen A. Messina | 2,250,000 | 2,250,000 | 4,500,000 | | Sean B. O’Neil | 325,000 | 325,000 | 650,000 | | Scott W. Anderson | 300,000 | 300,000 | 600,000 | | Aaron D. Wade | 187,500 | 187,500 | 375,000 | | Dennis Zeleny | 300,000 | 300,000 | 600,000 |
2025 Long-Term Incentive (LTIP) Awards
| (1) Our 2026 LTIP grant was made March 15, 2026. Mr. O’Neil’s target value increased to $825,000, Mr. Wade’s target value increased to $550,000 and Mr. Zeleny’s target value increased to $750,000, in recognition of significant contributions to the Company. |
2025 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 March 15, 2025 using the 30-trading-day average closing share price of $33.57 rather than the $30.28 closing share price on that date, resulting in a 10% decrease in the number of units granted compared to the number of units that would have resulted using $30.28 as the denominator. 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 less than 1% lower than the values reflected in the above table.
Performance Results of Annual Long-Term Incentive Awards
Performance Results of Annual 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 2025, in which the final number of PRSUs that are eligible to vest is determined by Onity’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. Following is an outline of performance for awards granted 2020-2025 as of March 31, 2026.
Performance Results of Annual 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% | 80.5% | 39.0% | — | | Achievement Level | 181.8% | —% | 161.0% | 78.0% | — | | Weighted Achievement | 27.3% | —% | 24.2% | 42.9% | 94.3% | | 4/3/2023 LTIP PRSU Performance(4) | | | | | | | Relative TSR Percentile | 6.0% | 82.5% | 100.0% | 51.4% | — | | Achievement Level | —% | 165.0% | 200.0% | 102.8% | — | | Weighted Achievement | —% | 24.8% | 30.0% | 56.5% | 111.3% | | 3/29/2024 LTIP PRSU Performance(5) | | | | | | | Relative TSR Percentile | 75.4% | 92.0% | 50.0% | 91.9% | — | | Achievement Level | 150.8% | 184.0% | 100.0% | 183.8% | — | | Weighted Achievement | 22.6% | 27.6% | 15.0% | 101.1% | 166.3% | | 3/15/2025 LTIP PRSU Performance(6) | | | | | | | Relative TSR Percentile | 84.8% | 50.0% | 50.0% | 82.9% | — | | Achievement Level | 169.6% | 100.0% | 100.0% | 165.8% | — | | Weighted Achievement | 25.4% | 15.0% | 15.0% | 91.2% | 146.6% |
Performance Results of Annual Long-Term Incentive Awards
| (1) 2020: Final results as of March 30, 2023. |
Performance Results of Annual Long-Term Incentive Awards
| (2) 2021: Final results as of March 2, 2024. |
Performance Results of Annual Long-Term Incentive Awards
| (3) 2022: Final results as of March 31, 2025. |
Performance Results of Annual Long-Term Incentive Awards
| (4) 2023: Results for Periods 1 and 2 are final. For illustrative purposes only, Periods 3 and 4 reflect interim results. |
Performance Results of Annual Long-Term Incentive Awards
| (5) 2024: Results for Periods 1 and 2 are final. For illustrative purposes only, Period 3, which has less than one week of performance, is shown at target (50th percentile), and Period 4 reflects interim results. |
Performance Results of Annual Long-Term Incentive Awards
| (6) 2025: Results for Period 1 are final. Period 4 reflects interim results and Periods 2 and 3, which either have less than one month of performance or have not yet begun, are shown at target (50th percentile). |
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, Messrs. Anderson and Zeleny agreed to certain non-compete covenants during their term of employment. 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.
Summary Compensation Table - 2023, 2024 and 2025
Summary Compensation Table - 2023, 2024 and 2025 The following table provides information concerning the compensation of our named executive officers for the 2025, 2024 and 2023 fiscal years. For more information about the elements of the compensation paid to our named executive officers, see “Compensation Discussion and Analysis” above.
Summary Compensation Table - 2023, 2024 and 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Glen A. Messina | 2025 | 1,000,000 | — | 4,473,182 | — | 2,070,464 | 10,500 | 7,554,146 | | President and Chief | 2024 | 1,000,000 | — | 4,636,793 | — | 2,801,316 | 10,350 | 8,448,459 | | Executive Officer | 2023 | 1,000,000 | — | 5,563,820 | — | 1,580,061 | 9,900 | 8,153,781 | | Sean B. O’Neil(4) | 2025 | 550,000 | 150,000 | 646,110 | — | 744,810 | 10,500 | 2,101,420 | | Executive Vice President | 2024 | 550,000 | 125,000 | 753,467 | — | 900,000 | 10,350 | 2,338,817 | | and Chief Financial Officer | 2023 | 550,000 | 250,000 | 1,088,238 | — | 569,388 | — | 2,457,626 | | Scott W. Anderson | 2025 | 500,000 | — | 596,425 | — | 605,000 | 10,500 | 1,711,925 | | Executive Vice President | 2024 | 500,000 | — | 695,519 | — | 884,000 | 10,350 | 2,089,869 | | and Chief Servicing Officer | 2023 | 500,000 | — | 1,053,239 | — | 574,750 | 9,900 | 2,137,889 | | Dennis Zeleny | 2025 | 500,000 | — | 596,425 | — | 668,250 | 10,500 | 1,775,175 | | Executive Vice President | 2024 | 500,000 | — | 695,519 | — | 880,000 | 10,350 | 2,085,869 | | and Chief Administrative Officer | 2023 | 500,000 | — | 1,029,589 | — | 563,750 | 9,900 | 2,103,239 | | Aaron D. Wade | 2025 | 480,000 | — | 372,743 | — | 622,212 | 10,500 | 1,485,455 | | Executive Vice President, Chief Investment Officer | 2024 | 432,945 | — | 573,848 | — | 829,000 | 10,350 | 1,846,143 |
Summary Compensation Table - 2023, 2024 and 2025
| (1) 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 23 to our audited financial statements for the fiscal year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2026. As to the stock awards granted in 2025 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 2025” table below, and the value of these awards assuming that the highest level of performance conditions will be achieved is $6,916,877 for Mr. Messina, $999,079 for Mr. O’Neil, $922,268 for Mr. Anderson, $922,268 for Mr. Zeleny and $576,372 for Mr. Wade. |
Summary Compensation Table - 2023, 2024 and 2025
| (2) Represents annual cash incentive compensation earned in the corresponding year and paid in the first quarter of the following year. |
Summary Compensation Table - 2023, 2024 and 2025
| (3) Reflects employer matching contributions made under the Onity Group Inc. 401(k) Savings Plan. |
Summary Compensation Table - 2023, 2024 and 2025
| (4) Mr. O’Neil assumed the role of Executive Vice President and Chief Financial Officer on June 13, 2022. In 2025, he received the final installment of his signing bonus, which is reported in the “Bonus” column. |
Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table provides information related to awards granted in 2025 under our 2021 Equity Incentive Plan and our Annual Incentive Plan, as amended.
Grants of Plan-Based Awards for 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($) | Awards (2) ($) | | Glen A. Messina | 3/15/2025(3) | — | — | — | 33,512 | 67,024 | 134,048 | — | — | — | 2,443,695 | | | 3/15/2025(4) | — | — | — | — | — | — | 67,024 | — | — | 2,029,487 | | | 3/28/2025 | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | Sean B. O’Neil | 3/15/2025(3) | — | — | — | 4,840 | 9,681 | 19,362 | — | — | — | 352,969 | | | 3/15/2025(4) | — | — | — | — | — | — | 9,681 | — | — | 293,141 | | | 3/28/2025 | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | — | — | | Scott W. Anderson | 3/15/2025(3) | — | — | — | 4,468 | 8,937 | 17,874 | — | — | — | 325,843 | | | 3/15/2025(4) | — | — | — | — | — | — | 8,936 | — | — | 270,582 | | | 3/28/2025 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Dennis Zeleny | 3/15/2025(3) | — | — | — | 4,468 | 8,937 | 17,874 | — | — | — | 325,843 | | | 3/15/2025(4) | — | — | — | — | — | — | 8,936 | — | — | 270,582 | | | 3/28/2025 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Aaron D. Wade | 3/15/2025(3) | — | — | — | 2,792 | 5,585 | 11,170 | — | — | — | 203,629 | | | 3/15/2025(4) | — | — | — | — | — | — | 5,585 | — | — | 169,114 | | | 3/28/2025 | 228,000 | 456,000 | 912,000 | — | — | — | — | — | — | — |
Grants of Plan-Based Awards for 2025
| (1) These amounts represent the potential non-equity compensation that would have been earned by each respective executive officer for 2025 service under the different achievement levels under their 2025 annual incentive opportunity, which are more fully discussed in “Compensation Discussion and Analysis,” pursuant to our 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 2025 service is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |
Grants of Plan-Based Awards for 2025
| (2) See footnote (1) under “Summary Compensation Table” above for detail regarding the methodology used to calculate Grant Date Fair Value. |
Grants of Plan-Based Awards for 2025
| (3) PRSU awards are earned based on the Company’s TSR relative to its peer group during multiple performance periods spanning March 15, 2025 through March 15, 2028, and vest at the third anniversary of the grant date. Awards will be settled in cash, if earned. Refer to “Compensation Discussion and Analysis - 2025 Long-Term Incentive (LTIP) Awards” for additional details. |
Grants of Plan-Based Awards for 2025
| (4) RSU awards granted on March 15, 2025, vest in three equal installments on the first, second and third anniversary dates of the grant, subject to continued employment. Mr. Messina’s awards will be settled in equity, but RSUs do not entitle the holder to any rights of a shareholder with respect to any of the shares subject to the award until such units are vested. All other awards will be settled in cash. |
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, 2025 for our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Glen A. Messina | 17,799 | 61.80 | 10/4/2028 | - | - | - | - | | | - | - | - | 23,376(3) | 1,070,387 | - | - | | | - | - | - | 51,027(4) | 2,336,526 | - | - | | | - | - | - | 67,024(5) | 3,069,029 | - | - | | | - | - | - | - | - | 140,252(6) | 6,422,139 | | | - | - | - | - | - | 153,080(7) | 7,009,533 | | | - | - | - | - | - | 134,048(8) | 6,138,058 | | Sean B. O’Neil | - | - | - | 12,887(9) | 590,096 | - | - | | | - | - | - | 3,799(3) | 173,956 | - | - | | | - | - | - | 8,292(4) | 379,691 | - | - | | | - | - | - | 9,681(5) | 443,293 | - | - | | | - | - | - | - | - | 22,792(6) | 1,043,646 | | | - | - | - | - | - | 24,876(7) | 1,139,072 | | | - | - | - | - | - | 19,362(8) | 886,586 | | Scott W. Anderson | - | - | - | 3,506(3) | 160,540 | - | - | | | - | - | - | 7,654(4) | 350,477 | - | - | | | - | - | - | 8,936(5) | 409,179 | - | - | | | - | - | - | - | - | 21,038(6) | 963,330 | | | - | - | - | - | - | 22,962(7) | 1,051,430 | | | - | - | - | - | - | 17,874(8) | 818,450 | | Dennis Zeleny | - | - | - | 3,506(3) | 160,540 | - | - | | | - | - | - | 7,654(4) | 350,477 | - | - | | | - | - | - | 8,936(5) | 409,179 | - | - | | | - | - | - | - | - | 21,038(6) | 963,330 | | | - | - | - | - | - | 22,962(7) | 1,051,430 | | | - | - | - | - | - | 17,874(8) | 818,450 | | Aaron D. Wade | - | - | - | 1,753(3) | 80,270 | - | - | | | - | - | - | 4,114(4) | 188,380 | - | - | | | - | - | - | 5,585(5) | 255,737 | - | - | | | - | - | - | - | - | 10,518(6) | 481,619 | | | - | - | - | - | - | 12,342(7) | 565,140 | | | - | - | - | - | - | 11,170(8) | 511,474 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Consists of equity awards with respect to which, as of December 31, 2025, the applicable time-based and/or performance vesting criteria have not been met. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The dollar amounts shown in these columns are determined by multiplying the number of unvested shares or units subject to the award by $45.79, the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents RSUs granted April 3, 2023. 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. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents RSUs granted March 29, 2024. 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. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents RSUs granted March 15, 2025, vesting in equal tranches on the first, second and third anniversaries of the grant date, and which will settle in shares for Mr. Messina and cash for all others. |
Outstanding Equity Awards at Fiscal Year-End
| (6) 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 its peer group during four weighted performance periods (the first from April 3, 2023 through April 3, 2024 weighted at 15%, the second from April 3, 2024 through April 3, 2025 weighted at 15%, the third from April 3, 2025 through April 3, 2026 weighted at 15%, and the fourth from April 3, 2023 through April 3, 2026 weighted at 55%). Performance during the first and second periods earned 0% and 165% of target units, respectively, subject to continued vesting requirements. Amounts reported assume maximum levels of achievement. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents PRSUs granted March 29, 2024, 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 29, 2024 through March 29, 2025 weighted at 15%, the second from March 29, 2025 through March 29, 2026 weighted at 15%, the third from March 29, 2026 through March 29, 2027 weighted at 15%, and the fourth from March 29, 2024 through March 29, 2027 weighted at 55%). Performance during the first period earned 151% of target units, subject to continued vesting requirements. Amounts reported assume maximum levels of achievement. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents PRSUs granted March 15, 2025, 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 multiple performance periods between March 15, 2025 through March 15, 2028, as described in the “2025 Long-Term Incentive Awards” section above, and which will settle in cash, if earned. Amounts reported assume maximum levels of achievement. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents RSUs granted June 13, 2022 to Mr. O’Neil. One-fourth of granted units vested on each of the first. second and third anniversaries of the grant, with the remaining units vesting on the fourth anniversary of the grant date, and which will settle in shares. |
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table provides information relating to the amounts realized on the exercise of options and the vesting of restricted stock during fiscal year 2025 for the individuals named in the Summary Compensation Table.
Option Exercises and Stock Vested During 2025
| | 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 | — | — | 142,751 | 4,533,312 | | Sean B. O’Neil | — | — | 37,545 | 1,357,282 | | Scott W. Anderson | — | — | 19,065 | 604,121 | | Dennis Zeleny | — | — | 16,718 | 528,266 | | Aaron D. Wade | — | — | 18,981 | 629,504 |
Option Exercises and Stock Vested During 2025
| (1) No options were exercised during 2025. | | (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. |
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 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.
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, 2025 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 2025. 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) $45.79, the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2025. Additionally, at that share price, no stock options for which vesting would accelerate had value.
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 | Death | Retirement | | Glen A. Messina | — | 4,607,949 | 14,326,023 | 2,070,464 | 26,465,928 | 9,718,074 | 10,718,074 | 9,718,074 | | Sean B. O’Neil | — | 825,000 | 3,392,051 | 744,810 | 5,998,052 | 2,567,051 | 3,392,051 | 2,567,051 | | Scott W. Anderson | — | 750,000 | 2,175,608 | 605,000 | 4,886,368 | 1,425,608 | 2,175,608 | 1,425,608 | | Dennis Zeleny | — | 750,000 | 2,175,608 | 668,250 | 4,949,618 | 1,425,608 | 2,175,608 | 1,425,608 | | Aaron D. Wade | — | 720,000 | 1,488,544 | 622,212 | 3,594,545 | 768,544 | 1,488,544 | 768,544 |
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.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for non-CEO NEOs(1) ($) | Average Compensation Actually Paid to non-CEO NEOs(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($MM) | Adjusted Pre-Tax Return On Equity (ROE)(6) | | 2025 | 7,554,146 | 14,715,603 | 1,768,494 | 2,811,309 | 158 | 145 | 189.5 | 17% | | 2024 | 8,448,459 | 8,656,685 | 2,090,175 | 2,064,075 | 106 | 128 | 33.9 | 20% | | 2023 | 8,153,781 | 4,818,659 | 2,345,570 | 1,622,072 | 106 | 114 | (63.7) | 10% | | 2022 | 6,029,718 | 2,722,635 | 1,739,912 | 1,223,474 | 106 | 88 | 25.7 | (17)% | | 2021 | 6,627,653 | 10,670,774 | 1,644,825 | 1,837,428 | 138 | 111 | 18.1 | 12% |
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 2024) 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 2024 and 2025, Scott W. Anderson, Sean B. O’Neil, Aaron D. Wade and Dennis Zeleny, (ii) for 2023, Scott W. Anderson, George T. Henley, Sean B. O’Neil and Dennis Zeleny,(iii) for 2022, Scott W. Anderson, George T. Henley, Sean B. O’Neil, Dennis Zeleny, June C. Campbell and Albert J. Celini; and (iv) for 2021, Scott W. Anderson, June C. Campbell, George T. Henley, Dennis Zeleny and Timothy J. Yanoti. |
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”: |
Pay Versus Performance
| Executive(s) | Year | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments(a) ($) | Compensation Actually Paid ($) | | CEO | 2025 | 7,554,146 | (4,473,182) | 11,634,639 | 14,715,603 | | | 2024 | 8,448,459 | (4,636,793) | 4,845,019 | 8,656,685 | | | 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 | | Average of Non-CEO NEOs | 2025 | 1,768,494 | (552,926) | 1,595,741 | 2,811,309 | | | 2024 | 2,090,175 | (679,588) | 653,489 | 2,064,075 | | | 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 |
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). |
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 | 2025 | 7,255,348 | 4,619,870 | — | (97,468) | (143,112) | 11,634,639 | | | 2024 | 5,610,382 | 219,222 | — | (620,838) | (363,747) | 4,845,019 | | | 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 | | Average of Non-CEO NEOs | 2025 | 896,828 | 673,250 | — | 42,343 | (16,681) | 1,595,741 | | | 2024 | 818,633 | 15,428 | — | (68,214) | (112,358) | 653,489 | | | 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 |
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. |
Pay Versus Performance
| (4) Cumulative TSR performance of our peer group is weighted by their respective market capitalization as of December 31, 2020. Our peer group is the same peer group described above in “Role of Compensation Committee”. Current peer group company loanDepot is not included in the weighted average cumulative TSR calculation because it was publicly listed after the beginning of the five-year measurement period. Similarly, cumulative TSR performance of companies used in either or both our current peer group and peer groups used in 2021-2023 and 2023-2025 who have since been delisted are not included in the weighted average cumulative TSR calculation, including Guild Holdings Company, Home Point Capital, Mr. Cooper Group and Sterling Bancorp. Peer Group Total Shareholder Return values for our peer group used in 2021-2023 would be $145, $130, $118, $94, and $116 for 2025, 2024, 2023, 2022 and 2021, respectively. Peer Group Total Shareholder Return values for our peer group used in 2023-2025 would be $149, $133, $116, $92, and $113 for 2025, 2024, 2023, 2022 and 2021, 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. |
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. |
Pay Versus Performance
| (6) Adjusted Pre-Tax Return On Equity (ROE) is calculated as adjusted pre-tax income divided by the average of beginning common equity and the beginning common equity plus adjusted pre-tax income. For a discussion of how we measure adjusted pre-tax income 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 12, 2026. |
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:
Pay Versus Performance
| ● | Cumulative Company TSR and Compensation Actually Paid: In 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 PRSUs due to unattained metrics, resulted in a significant reduction in compensation actually paid compared to 2021. In 2023, the above-target achievement of our 2020 PRSUs resulted in an increase to compensation actually paid compared to 2022. In 2024, the above-target achievement of our 2024 AIP and 2021 PRSUs resulted in an increase to compensation actually paid compared to 2023. In 2025, the above-target achievement of our 2025 AIP plus share price appreciation for RSUs vesting during the year from their grant date fair value resulted in an increase to compensation actually paid compared to 2024. |
Pay Versus Performance
| ● | Cumulative Company TSR and Cumulative Peer Group TSR: Our cumulative total shareholder return was higher than our compensation benchmarking peer group average in three of the last five years, including 4% above average in 2025. As described above in “2025 Long-Term Incentive (LTIP) Awards”, our LTIP awards use a different peer group as the comparator for relative TSR performance, including competitors in the mortgage finance industry and mortgage real estate investment trusts. Performance against this peer group has been largely above target, as described above in “Performance Results of Long-Term Incentive Awards” and has rewarded our executives accordingly. |
Pay Versus Performance
| ● | Net Income and Compensation Actually Paid: Net Income was a metric included in our AIP scorecard each of the last five years. Performance was determined based on a percentage of target achieved in each respective year and reflected in final payout amounts. |
Pay Versus Performance
| ● | ROE and Compensation Actually Paid: Return on Equity was a metric included in our AIP scorecard in each of the last five years. Performance was determined based on a percentage of target achieved in each respective year and reflected in final payout amounts. |
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.