DEF 14A of NMI Holdings, Inc., Mar 27, 2025

DEF 14A of NMI Holdings, Inc.

Filed Mar 27, 2025 · FY20240001547903-25-000050

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Please see below an overview of our director nominees. You can also find more information about each of our nine director nominees and their experiences beginning on page 13.

  2. DIRECTOR NOMINEES

    | NAME & EXPERIENCE | AGE | DIRECTOR SINCE | INDEPENDENT | AC | GNC | RC | CC | OTHER PUBLIC COMPANY BOARDS | | Bradley M. Shuster Executive Chairman and Chairman of the Board, NMI Holdings, Inc. | 70 | 2012 | No | | | | | 2 | | Adam S. Pollitzer President and Chief Executive Officer, NMI Holdings, Inc. | 46 | 2022 | No | | | | | — | | Steven L. Scheid ⧫ Former Partner, Strategic Execution Group Former Chairman and Chief Executive Officer, Janus Capital Group Inc. | 71 | 2012 | Yes | | ● | | ■ | — | | Michael Embler Former Chief Investment Officer, Franklin Mutual Advisers LLC | 60 | 2012 | Yes | ■ | | | ● | 2 | | John C. Erickson Former Chief Risk Officer and Chief Corporate Banking Officer, Union Bank, N.A. | 63 | 2023 | Yes | ● | | ● | | 1 | | Priya Huskins Partner, Senior Vice President and Board Member, Woodruff Sawyer | 53 | 2021 | Yes | | ● | | ● | 1 | | Lynn S. McCreary Former Chief Legal Officer, Sportradar Group AG | 65 | 2019 | Yes | | ■ | ● | | __ | | Michael Montgomery Former Chief Compliance Officer, Glendon Capital Management Former Chief Executive Officer, Barclays Group US, Inc. | 69 | 2012 | Yes | ● | | ● | | — | | Regina Muehlhauser Former President, Bank of America, San Francisco | 76 | 2017 | Yes | ● | | ■ | | — |

  3. DIRECTOR NOMINEES

    ■ = Chair ● = Member ⧫ = Lead Independent Director AC = Audit Committee; GNC = Governance and Nominating Committee; RC = Risk Committee; CC = Compensation Committee

  4. DIRECTOR NOMINEES

    | NMI Holdings, Inc. (NMIH) | 4 | 2025 Proxy Statement |

  5. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE The Governance and Nominating Committee is responsible for recommending to the Board a slate of nominees for election as directors at the Company's annual meeting of stockholders and may obtain recommendations from director search firms engaged for the purpose of recruiting new directors. When using such search firms, we generally pay them a retainer to identify and screen candidates meeting specifications established by the Governance and Nominating Committee. The Board believes that the members of the Board, as a whole, should possess a diverse combination of skills, professional experience and backgrounds necessary to oversee our business. Accordingly, the Board and the Governance and Nominating Committee consider the qualifications of director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs. The Governance and Nominating Committee seeks a variety of occupational and personal backgrounds on the Board to obtain a range of viewpoints and perspectives and to enable the Board to have access to a diverse body of talent and expertise relevant to the Company's activities. The Board and the Governance and Nominating Committee consider a variety of factors when reviewing the qualifications of each director nominee, which are set forth in our Corporate Governance Guidelines, posted on our website at https://ir.nationalmi.com/corporate-governance/board-documents. The Company believes that each director nominee should generally:

  6. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; | | | have financial services or other relevant industry experience gained through senior management or board of director service; | | | have prior board experience, either as a director of a public company, or as an executive officer of a public company and a director of a privately held company; | | | maintain a genuine interest in the Company and recognize that as a member of the Board he or she is accountable to the stockholders of the Company and not to any particular interest group; | | | be compatible and able to work well with other directors and executives in a team effort with a view to a long-term relationship with the Company as a director; | | | possess independent opinions and be willing to express them in a constructive manner; | | | have the ability and be willing to spend the time required to function effectively as a director; | | | not serve on more than three other boards of directors of public companies; and | | | meet the independence requirements under NASDAQ listing requirements and the SEC (other than any management directors). |

  7. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | NMI Holdings, Inc. (NMIH) | 10 | 2025 Proxy Statement |

  8. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    OUR DIRECTOR NOMINEES Our Governance and Nominating Committee believes it is critical to nominate a Board that is diverse in tenure, age, gender, skills, experiences, demographic, and backgrounds. We believe a diverse board enables the Board to effectively oversee our business while driving long-term value through various economic and operating environments. Our Board tenure of the nominees for election reflects an appropriate balance between engaging new talent and maintaining institutional knowledge of our business and the private MI market. Our Corporate Governance Guidelines provide that a majority of our directors must be independent. Seven out of our nine director nominees qualify as independent directors within the meanings of the standards established by NASDAQ and the SEC.

  9. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | NAME | AGE | DIRECTOR SINCE | CURRENT POSITION | INDEPENDENT | | Bradley M. Shuster | 70 | 2012 | Executive Chairman and Chairman of the Board | No | | Adam S. Pollitzer | 46 | 2022 | President and Chief Executive Officer | No | | Steven L. Scheid | 71 | 2012 | Lead Independent Director | Yes | | Michael Embler | 60 | 2012 | Director | Yes | | John C. Erickson | 63 | 2023 | Director | Yes | | Priya Huskins | 53 | 2021 | Director | Yes | | Lynn S. McCreary | 65 | 2019 | Director | Yes | | Michael Montgomery | 69 | 2012 | Director | Yes | | Regina Muehlhauser | 76 | 2017 | Director | Yes |

  10. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | Median Tenure: 8 Years | Median Age: 64 Years | 33% Female | 78% Independent |

  11. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | 2025 Proxy Statement | 11 | NMI Holdings, Inc. (NMIH) |

  12. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    PERSONAL ATTRIBUTES AND SKILLS OF THE DIRECTOR NOMINEES The Board considers a wide range of attributes when selecting and recruiting candidates. Our nine director nominees have executive experience and skills that are aligned with our business and strategy as follows:

  13. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | SKILL/EXPERIENCE | | NUMBER OF DIRECTORS (OUT OF 9) | | | | | | | SENIOR EXECUTIVE / CORPORATE GOVERNANCE: Directors bring valuable senior executive experience on matters relating to corporate governance, management, operations and compensation. | | | | | | | | | | | | | 9 | | | PUBLIC COMPANY / FINANCIAL REPORTING: Directors bring extensive knowledge of or experience in accounting, financial reporting, auditing processes and standards and public company reporting. | | | | | | | | | | | 7 | | | | | FINANCIAL SERVICES: Directors possess in-depth knowledge of the financial services industry, providing valuable expertise on issues facing the Company and its industry. | | | | | | | | | | | | | 9 | | | RISK MANAGEMENT / COMPLIANCE: Directors have experience in risk management and compliance oversight relevant to exercising corporate and fiduciary responsibilities. | | | | | | | | | | | | 8 | | | | TECHNOLOGY / CYBERSECURITY: Directors possess knowledge of or experience in the development and adoption of new technology, leading innovation initiatives at companies, or cybersecurity risks. | | | | | | | | | | 5 | | | | | | REGULATED INDUSTRIES: Directors bring valuable experience with regulated businesses, operating under regulatory requirements and relationships with regulatory agencies. | | | | | | | | | | | | | 9 |

  14. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | NMI Holdings, Inc. (NMIH) | 12 | 2025 Proxy Statement |

  15. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    BIOGRAPHIES OF THE DIRECTOR NOMINEES The following provides information about each of our nine director nominees. Please also see page 4 for a summary chart of the nominees. In reaching its determination to recommend each of the director nominees for election at this Annual Meeting, the Board and the Governance and Nominating Committee considered the qualifications of these nominees and determined that each nominee meets the criteria listed on page 12 and is highly skilled and qualified to serve as a member of the Board and to work with management to guide and develop the Company as an industry leader in the private MI industry.

  16. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Bradley M. Shuster Mr. Shuster has served as Executive Chairman of the Board since January 2012. Mr. Shuster served as our Chief Executive Officer from 2012 to 2018. From 2012 to 2014, Mr. Shuster also served as our President. From 2008 to 2011, Mr. Shuster held various consulting positions assisting private investors with evaluating opportunities in the insurance industry. Mr. Shuster was an executive of The PMI Group, Inc. (PMI) from 2003 to 2008, where he served as president of International and Strategic Investments and chief executive officer of PMI Capital Corporation. Prior to that, he served as PMI's executive vice president of Corporate Development and senior vice president, treasurer and chief investment officer. Before joining PMI in 1995, Mr. Shuster was a partner at Deloitte LLP, where he served as partner-in-charge of Deloitte's Northern California Insurance Practice and Mortgage Banking Practice. He holds a B.S. from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles. He is an independent director of McGrath RentCorp (NASDAQ: MGRC) (since 2017) and of WaFd, Inc. (NASDAQ: WAFD) (since 2024). Mr. Shuster also served on the board of Luther Burbank Corporation before its merger with WaFd, Inc. (1999-2024). Mr. Shuster completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight. Mr. Shuster's vision and status as our founder and the Executive Chairman of the Board, as well as his previous tenure as our Chief Executive Officer, bring unique and invaluable experience to our Board. Further, his extensive experience developing and operating mortgage insurance companies and his insurance industry background, as well as his service on the boards of other publicly held companies, supports our conclusion he has the necessary and desired skills, experience and perspectives to serve on our Board, and to serve as the Chairman of our Board. | | | EXECUTIVE CHAIRMAN AND CHAIRMAN OF THE BOARD (EXECUTIVE CHAIRMAN) | | | | AGE: 70 DIRECTOR SINCE: 2012 | |

  17. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | 2025 Proxy Statement | 13 | NMI Holdings, Inc. (NMIH) |

  18. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Adam S. Pollitzer Mr. Pollitzer serves as our President and Chief Executive Officer (CEO). As President and CEO, Mr. Pollitzer is responsible for the Company’s day-to-day management, financial performance, and long-term growth strategy. Mr. Pollitzer joined NMI in May 2017 and served as our Executive Vice President and Chief Financial Officer from 2017 to 2021. Before joining the Company in 2017, Mr. Pollitzer was a Managing Director in the corporate and investment banking division of J.P. Morgan Securities, LLC, where he led advisory and capital raising efforts on behalf of North American insurance companies. Before serving as a Managing Director, Mr. Pollitzer held other senior leadership positions with J.P. Morgan. He holds a bachelor’s degree in business administration from the Stephen M. Ross School of Business at the University of Michigan. A seasoned mortgage industry and finance executive, Mr. Pollitzer draws on over 20 years of broad mortgage insurance and industry knowledge, business development and financial expertise, and as our CEO, a day-to-day perspective on our Company’s strategy and operations. Mr. Pollitzer's extensive background, in addition to his experience in other senior positions, supports our conclusion Mr. Pollitzer has the necessary and desired skills, experience and perspective to serve on our Board. | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER | | | | AGE: 46 DIRECTOR SINCE: 2022 | |

  19. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Steven L. Scheid Mr. Scheid has served as our Lead Independent Director since 2012. He served on the boards of Blue Nile Company, an online retailer of diamonds and fine jewelry (2007-2015); Janus Capital Group Inc., a global investment firm (2002-2012); and The PMI Group, Inc. (2002-2009). Mr. Scheid was previously a partner at Strategic Execution Group, a consulting firm, from 2007 to 2012. He served as the chairman of Janus Capital Group Inc. until 2012 and also served as the company's chief executive officer from 2004 to 2006. Mr. Scheid was an operating partner at Thoma Bravo, LLC, a private equity firm from 2008 to 2011. From 1996 to 2002, Mr. Scheid served in multiple senior executive positions for Charles Schwab Corporation. He was vice chairman of the Charles Schwab Corporation and president of the Schwab Retail Group. Prior to these roles, Mr. Scheid served as Schwab's chief financial officer and was the chief executive officer of Charles Schwab Investment Management. He served as the Federal Reserve Bank of San Francisco's representative on the Federal Advisory Council in Washington, D.C. from September 2000 to February 2002. Mr. Scheid is a certified public accountant and holds a B.S. in accounting from Michigan State University. A veteran financial industry executive with over 40 years of experience, Mr. Scheid's extensive and deep background in finance, retail strategies, risk management and investment services, supports our conclusion Mr. Scheid has the necessary and desired skills, experience and perspective to serve on our Board. | | | LEAD INDEPENDENT DIRECTOR | | | | AGE: 71 DIRECTOR SINCE: 2012 COMMITTEE(S): Governance and Nominating; Compensation (Chair) | |

  20. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | NMI Holdings, Inc. (NMIH) | 14 | 2025 Proxy Statement |

  21. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Michael Embler Mr. Embler has over 25 years of experience in investments and financial markets. Mr. Embler also serves on the board of American Airlines Group (NASDAQ: AAL) (from 2013) and the board of Ventas, Inc. (NYSE: VTR) (from 2022). Previously, he was on the boards of Taubman Centers (2018-2020), Abovenet, Inc. (2003-2012), Dynegy Inc. (2011-2012), CIT Group (2009-2016), Kindred Healthcare (2001-2008) and Grand Union Company (1999-2000). Mr. Embler served as the chief investment officer of Franklin Mutual Advisers LLC, an asset management subsidiary of Franklin Resources, Inc., overseeing approximately $60 billion in assets and 25 investment professionals. He joined Franklin in 2001 and retired in 2009. Prior to serving as chief investment officer, he managed the firm's distressed investing strategy. Previously, from 1992 to 2001, he held various positions at Nomura Holdings America, culminating in a position as the managing director overseeing a team which invested a proprietary fund focused on distressed and other event-driven corporate investments. Mr. Embler received a B.S. in economics from the State University of New York at Albany and earned an M.B.A. in finance from George Washington University. Mr. Embler has also earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors Cyber-Risk Oversight Program, and a certificate in Environmental Conservation and Sustainability from The Earth Institute, Center for Environmental Research and Conservation at Columbia University. Mr. Embler's extensive financial industry background and commitment to board-level cyber-risk oversight and sound conservation and sustainability practices, as well as his service on the boards of other publicly held companies, supports our conclusion he has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 60 DIRECTOR SINCE: 2012 COMMITTEE(S): Audit (Chair); Compensation | |

  22. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | John C. Erickson Mr. Erickson is a seasoned finance executive with over four decades of experience in the financial services industry. Mr. Erickson served for over 30 years at Union Bank, N.A. where he held many executive roles, including two vice chairman positions of Chief Risk Officer and Chief Corporate Banking Officer between 2007 and 2014. Since 2019, Mr. Erickson has served on the board of Bank of Hawaii Corp. (NYSE: BOH), where he serves as Chair of the Audit Committee and as a member of the Risk Management Committee. He was a director of Luther Burbank Corp. from 2017 to February 2024, where he served on the Audit & Risk Committee, and Compensation Committee. He was also a director of Zions Bancorporation NA from 2014 to 2016, and was Chair of the Risk Oversight Committee as well as a member of the Audit Committee. He also served as President, Consumer Banking and President, California, for CIT Group, Inc. in 2016. Mr. Erickson received his bachelor’s degree with an emphasis in economics, and his M.B.A. with an emphasis in finance from the University of Southern California. Mr. Erickson’s extensive experience and background in business, management and financial services, as well as his service on the boards of other publicly held companies, supports our conclusion he has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 63 DIRECTOR SINCE: 2023 COMMITTEE(S): Audit, Risk | |

  23. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | 2025 Proxy Statement | 15 | NMI Holdings, Inc. (NMIH) |

  24. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Priya Huskins Ms. Huskins has been an executive at Woodruff Sawyer & Co. (Woodruff Sawyer), a commercial insurance brokerage and consulting firm since 2003, serving as a partner and senior vice president since 2005 and a member of its board since 2016. Prior to joining Woodruff Sawyer, Ms. Huskins served as a corporate and securities attorney at the law firm of Wilson Sonsini Goodrich & Rosati from 1997 until 2003. Since 2007, Ms. Huskins has served as a director of the board of Realty Income Corporation (NYSE: O), a publicly traded REIT, currently serving as chair of its Compensation Committee and as a member of its Nominating and Corporate Governance Committee. Since 2022, Ms. Huskins has served as a director of the board of Long-Term Stock Exchange, an SEC-registered national securities exchange built to serve companies and investors who share a long-term vision. From 2021 to 2023, Ms. Huskins also served as a director of the board of Anzu Special Acquisition Corp I, a publicly traded special purpose acquisition corporation. She has served on the advisory board of the Stanford Rock Center for Corporate Governance since 2012. Ms. Huskins earned her undergraduate degree from Harvard College and J.D. from the University of Chicago Law School. Ms. Huskins' extensive financial, legal and insurance industry background, as well as her service on the boards of other publicly held companies, supports our conclusion she has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 53 DIRECTOR SINCE: 2021 COMMITTEE(S): Governance and Nominating; Compensation | |

  25. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Lynn S. McCreary Ms. McCreary is a seasoned executive with extensive knowledge of the financial services and technology industries, including legal, enterprise risk management and governance. Until January 1, 2025, she advised the Sportradar CEO and Board of Directors after shepherding the company through its initial public offering, then serving as the Company’s Chief Legal Officer, Chief Administrative Officer and Corporate Secretary for this multinational company that aggregates and analyzes sports data and provides services to constituents in the sports world. Prior to joining Sportradar in June 2021, Ms. McCreary served as the Chief Legal Officer, Corporate Secretary and a member of the executive committee of Fiserv, Inc., a Fortune 500 global leader in payment and fintech. Prior to joining Fiserv in 2013, Ms. McCreary spent over 16 years in private practice at an international law firm representing commercial, retail, financial and insurance companies’ interests. Ms. McCreary earned a bachelor’s degree from Western New England College and a J.D., with distinction, from Washburn University School of Law. Ms. McCreary's extensive experience and background business, management, law and financial services supports our conclusion she has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 65 DIRECTOR SINCE: 2019 COMMITTEE(S): Governance and Nominating (Chair); Risk | |

  26. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | NMI Holdings, Inc. (NMIH) | 16 | 2025 Proxy Statement |

  27. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Michael Montgomery Mr. Montgomery has served on the boards of directors for numerous regulated entities, including FDIC-insured banks, mortgage origination companies, mortgage servicing companies, broker dealers and investment advisers. Mr. Montgomery was a member of the boards of directors of Barclays Bank Delaware from 2005 until 2012 and of Barclays Capital Inc. and Barclays Group US, Inc. from 2002 to 2012. From 2013 to 2018, Mr. Montgomery served as Glendon Capital Management's chief compliance officer. From 2010 to 2013, Mr. Montgomery served as chief compliance officer of Barclays Asset Management Group LLC (Barclays). Previously, Mr. Montgomery served as chief executive officer of Barclays Group US, Inc., the top-tier U.S. holding company for Barclays from 2003 to 2010, and he has significant experience as an audit committee member. From 2006 to 2010, he served as chief administrative officer of Mortgage Origination and Servicing at Barclays Capital, a position in which he managed mortgage origination and servicing activities and coordinated the underwriting, production, warehousing and servicing functions with its New York-based asset securitization business. From 1998 to 2000, Mr. Montgomery served as chief financial officer for Deutsche Bank Securities Inc. He served in various positions at Goldman Sachs & Co. (Goldman Sachs) from 1987 to 1998, including as vice-president of UK Regulatory Reporting, vice-president of Subsidiary Accounting, vice-president and director of Regulatory Reporting and chief financial officer of Goldman Sachs Canada. Mr. Montgomery has also previously held operating roles as chief financial officer and chief administrative officer and has served on several industry-wide committees for the Securities Industry Association, the Bond Market Association and the Public Securities Association. Mr. Montgomery earned a B.A. in economics and French literature from the University of Virginia and a J.D. from Georgetown University Law Center. Mr. Montgomery's extensive experience in financial services and the mortgage industry supports our conclusion he has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 69 DIRECTOR SINCE: 2012 COMMITTEE(S): Audit; Risk | |

  28. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | 2025 Proxy Statement | 17 | NMI Holdings, Inc. (NMIH) |

  29. DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND TENURE

    | | | Regina Muehlhauser Ms. Muehlhauser retired as president of Bank of America, San Francisco, a subsidiary of Bank of America Corporation (BAC), in 2004. Ms. Muehlhauser was a member of BAC's Global Management Operating Committee and was global treasury management executive, responsible for the sales and delivery of treasury management services to large corporations in 35 countries and approximately two million commercial and small business companies in the United States. From 1997 to 2004, Ms. Muehlhauser reported to the chairman & CEO as executive vice president, overseeing BAC's Client Focus Initiative, having joined Bank of America in 1991 as senior vice president. Ms. Muehlhauser began her career at Wells Fargo Bank where she held a variety of client management and organizational leadership responsibilities within the real estate industries group, rising to senior-vice president. In 2003, Treasury & Risk Management Magazine named her among the "100 Most Influential People in Finance" in the United States. In 2002, 2003 and 2004, Ms. Muehlhauser was named as one of the most influential women in the San Francisco Bay Area by the San Francisco Business Times. In 2002, she received the Woman of Honor award by the Chinese Historical Society of America for her impact on society as a business leader and was named 2006 Board Leader Volunteer of the Year for the San Francisco and San Mateo, California counties. Ms. Muehlhauser earned a bachelor's degree in political science from American University. After considering Ms. Muehlhauser's experience, dedication, and valuable contributions to the Board and its committees, and the director retirement policy contained in our Corporate Governance Guidelines, the Board determined that permitting Ms. Muehlhauser to continue to serve as a director past the age of 75 was in the best interests of the Company and its stockholders. Ms. Muehlhauser's extensive experience in the financial services industry supports our conclusion she has the necessary and desired skills, experience and perspectives to serve on our Board. | | | DIRECTOR | | | | AGE: 76 DIRECTOR SINCE: 2017 COMMITTEE(S): Audit; Risk (Chair) | |

  30. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The independent directors annually review and determine the compensation of the non-employee directors after reviewing the Compensation Committee's recommendations, which take into account advice received from the Compensation Committee's independent compensation consultant. The annual compensation package of each non-employee director includes a cash retainer and equity award, the latter of which makes up a substantial portion of each non-employee director's annual compensation.

  31. 2024 DIRECTOR COMPENSATION

    | | NON-EMPLOYEE DIRECTORS | AUDIT COMMITTEE CHAIR | OTHER COMMITTEE CHAIR | LEAD INDEPENDENT DIRECTOR | | ANNUAL COMPENSATION PACKAGE | ($) | ($) | ($) | ($) | | Cash Retainer | 110,000 | 25,000 | 20,000 | 40,000 | | RSU Award | 140,000 | N/A | N/A | N/A |

  32. 2024 DIRECTOR COMPENSATION

    We grant our non-employee directors annual RSU awards that vest on the first anniversary of the grant date for their board service (RSU annual retainer). We also grant any new director a sign-on RSU award with a target grant date fair value equal to the then-applicable RSU annual retainer. The sign-on RSU award is eligible to vest equally on the second and third anniversaries of the grant date, subject to the director's continued service to the Company. We designed the three-year sign-on RSU award for our new non-employee director compensation package to strengthen the alignment between director pay and the long-term interest of our stockholders. We do not pay our directors additional monetary compensation for attending our Board or committee meetings. We do, however, pay or reimburse travel and other expenses incurred by our non-employee directors when they attend our Board meetings and/or directorship-related continuing education training. In 2024, Mr. Shuster and Mr. Pollitzer were named executive officers (NEOs) of the Company in addition to serving as directors. Both Mr. Shuster and Mr. Pollitzer receive compensation as our NEOs rather than as directors, as described below in "Compensation of Named Executive Officers."

  33. 2024 DIRECTOR COMPENSATION

    | NMI Holdings, Inc. (NMIH) | 18 | 2025 Proxy Statement |

  34. 2024 DIRECTOR COMPENSATION

    Compensation for our non-employee directors during 2024 was as follows:

  35. 2024 DIRECTOR COMPENSATION

    | | FEES EARNED OR PAID IN CASH (1) | RSU AWARDS (2) | TOTAL COMPENSATION | | NAME | ($) | ($) | ($) | | Michael Embler3 | 135,000 | 139,978 | 274,978 | | John C. Erickson | 110,000 | 139,978 | 249,978 | | Priya Huskins | 110,000 | 139,978 | 249,978 | | James G. Jones4 | 46,429 | 0 | 46,429 | | Lynn S. McCreary5 | 130,000 | 139,978 | 269,978 | | Michael Montgomery | 110,000 | 139,978 | 249,978 | | Regina Muehlhauser6 | 130,000 | 139,978 | 269,978 | | Steven L. Scheid7 | 162,912 | 139,978 | 302,890 |

  36. 2024 DIRECTOR COMPENSATION

    1.Amounts reflect the cash retainers we paid to our non-employee directors in 2024. 2.Amounts in this column represent the grant date fair value of the RSUs granted to our non-employee directors in fiscal year 2024, calculated in accordance with FASB ASC Topic 718 Compensation-Stock Compensation (ASC Topic 718). See Note 10, "Share-Based Compensation" of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2024 for an explanation of the assumptions made in valuing these awards. As of December 31, 2024, each of Mses. Huskins, Muehlhauser and McCreary and Messrs. Embler, Montgomery and Scheid held 4,166 unvested RSUs, and Mr. Erickson held 9,146 unvested RSUs (inclusive of his 2023 sign-on RSU award upon joining the Board). 3.Fees earned includes additional cash retainer (in the amount of $25,000) Mr. Embler earned in 2024 as the chair of the Audit Committee. 4.Fees earned reflect prorated amounts earned by Mr. Jones (including as chair of the Compensation Committee) until his retirement from the Board in May 2024. Mr. Jones did not receive an annual RSU grant. 5.Fees earned includes additional cash retainer (in the amount of $20,000) Ms. McCreary earned in 2024 as chair of the Governance and Nominating Committee. 6.Fees earned includes additional cash retainer (in the amount of $20,000) Ms. Muehlhauser earned in 2024 as chair of the Risk Committee. 7.Fees earned includes additional cash retainers (in the amount of $40,000 and the prorated amount of $12,912) Mr. Scheid earned in 2024 as the Lead Independent Director and as the chair of the Compensation Committee (starting in May 2024), respectively. Minimum Stock Ownership and Holding Period (Directors) The Board has adopted a written Stock Ownership Policy applicable to the Company's executive officers and directors (other than any non-employee director who serves on the Board in fulfillment of his or her employment obligations to a non-affiliate of the Company and is required to transfer all or a portion of their equity awards granted by the Company to their employer). None of our directors is currently serving on the Board in fulfillment of employment obligations to a non-affiliate of the Company.

  37. 2024 DIRECTOR COMPENSATION

    | TITLE | STOCK OWNERSHIP GUIDELINES | | Non-Employee Director | 5.0 x Annual Cash Retainer |

  38. 2024 DIRECTOR COMPENSATION

    Each director is required to hold 50% of shares delivered by the Company upon vesting or exercise of equity awards granted to them under the Company's equity plans until the applicable stock ownership threshold has been met. As of December 31, 2024, each of our directors, other than Mr. Erickson (who joined the Board in September 2023), met the stock ownership requirement. Mr. Erickson will have until September 2028 to meet the requirement. STOCKHOLDER VOTE REQUIRED Directors are elected by a plurality of the votes cast. Accordingly, the nine director nominees that receive the greatest number of votes at the Annual Meeting will be elected. In an uncontested election of directors, a director will be elected if he or she receives at least one vote.

  39. 2024 DIRECTOR COMPENSATION

    | The Board unanimously recommends that you vote FOR each of the director nominees. |

  40. 2024 DIRECTOR COMPENSATION

    | 2025 Proxy Statement | 19 | NMI Holdings, Inc. (NMIH) |

  41. COMPENSATION DISCUSSION AND ANALYSIS

    Executive Compensation Philosophy We have designed our compensation program to attract, retain and motivate talented and qualified executives, while maximizing stockholder value creation over the long-term by targeting compensation levels that are externally competitive when measured against other companies within our industry and geographic location. We are headquartered in the San Francisco Bay Area near Silicon Valley, and therefore compete for talent with other companies that offer competitive compensation packages. We structure our compensation program to include a portfolio of both cash and equity with an emphasis on performance-based compensation. Our compensation programs provide a strong alignment between Company performance results and resulting payouts: •Our annual incentive program is entirely based on financial performance measures that are aligned with driving key business strategies for the year. •Our long-term incentive program is comprised of a mix of RSUs and PRSUs. •RSUs vest over three years and promote a long-term focus for our NEOs. •PRSUs are measured against strong cumulative book-value per share performance goals, which further ties our executive compensation to the Company's long-term performance and incentivizes our NEOs to achieve sustainable long-term returns. Stockholder Say-on-Pay Votes We are holding an annual say-on-pay advisory vote in this proxy statement as proposal Item 2. We value stockholder input and see Item 2 as giving our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program. The Compensation Committee takes into consideration stockholder input, including the outcome of the say-on-pay vote, when it reviews the Company's compensation philosophy and plan design. At our 2024 Annual Meeting, approximately 94.5% of the votes cast were in favor of the advisory vote to approve our executive compensation paid to our NEOs in 2023. We have a history of proactively engaging with and listening to our stockholders and other stakeholders throughout the year because we believe doing so is a fundamental aspect of good corporate governance and makes our business stronger. In 2024, we held over 100 meetings with stockholders and potential investors to discuss various key corporate matters that included, among others, our executive compensation. See "Item 1 — Election of Directors — Corporate Governance and Board Matters — Stockholder Engagement" on page 28. Following our 2024 Annual Meeting, as it does following each of our annual meetings of stockholders, our Compensation Committee reviewed the vote results and our executive compensation programs and determined that the 2024 programs and compensation opportunity for the current NEOs are both appropriate and aligned with stockholder interests. Strong Executive Compensation Policies and Practices We maintain strong compensation-related governance policies and practices. Our compensation-related governance policies and practices align our executive compensation with long-term stockholder interests, as further described in "Compensation of Named Executive Officers — Compensation Discussion and Analysis — Elements of Executive Compensation Program — Other Important Governance and Executive Compensation Policies": Minimum Stock Ownership and Holding Period Requirements The Company's Stock Ownership Policy imposes rigorous stock ownership requirements on our NEOs, with our CEO required to hold Company shares valued at five times his base salary, our Executive Chairman (and founder) required to hold shares valued at 10 times his base salary, and our other NEOs required to hold shares valued at three times their base salary. The Stock Ownership Policy also includes a post-vesting share retention period until such NEO meets the applicable stock ownership threshold. All of our NEOs met our ownership requirements as of December 31, 2024. For more information, see "Compensation of Named Executive Officers — Compensation Discussion and Analysis — Elements of Executive Compensation Program — Our Process for Executive Compensation — Other Important Governance and Executive Compensation Policies — Minimum Stock Ownership and Holding Period (Executive Officers)." Absolute Prohibition of Hedging and Pledging Our policies prohibit our directors and NEOs from engaging in all forms of speculative hedging and pledging transactions involving the Company's equity securities. Clawback Policy In 2023, the Compensation Committee adopted a new Compensation Recovery Policy, effective September 13, 2023 (Clawback Policy), to comply with the SEC’s recently issued regulations on the recovery of erroneously awarded compensation and NASDAQ Rule 5608. The Clawback Policy provides for the recovery of excess incentive-based compensation paid to any executive officer that is based upon the achievement of financial results for which the Company is required to prepare an

  42. COMPENSATION DISCUSSION AND ANALYSIS

    The Compensation Committee maintains an annual agenda to help ensure that it discharges its duties in a thoughtful and timely manner. Each meeting has a primary purpose, and as a general practice, the Compensation Committee makes significant decisions over multiple meetings by discussing conceptual matters, reviewing preliminary recommendations, discussing recommendations among the Compensation Committee members, and reviewing final recommendations before acting. The Compensation Committee also holds special meetings as necessary in order to perform its duties. In 2024, the Compensation Committee met six times, devoting significant time and attention to management compensation. Role of the Compensation Consultant The Compensation Committee used the services of Semler Brossy to assist it in evaluating executive and director compensation programs and levels during 2024. Semler Brossy assisted the Compensation Committee with evaluating compensation for non-employee members of our Board and our NEOs, including long-term and short-term annual incentive award design; an assessment of the risks associated with the Company's overall compensation policies and practices; and understanding trends in executive and board compensation. In addition, Semler Brossy provided the Compensation Committee with data on compensation levels and programs, including at peer companies, to ensure that our executive officers' total compensation opportunities were market competitive. Semler Brossy does not provide any other services directly to the Company. The Compensation Committee has assessed Semler Brossy's independence, taking into consideration the factors listed in NASDAQ Listing Rule 5605(d)(3)(D), and has determined that Semler Brossy's work with the Company does not raise any conflicts of interest. Role of the CEO As part of its review and determination of the Company's executive compensation objectives, philosophy, programs and decisions, the Compensation Committee works with and receives advice and recommendations from our CEO. At the beginning of each year, our CEO oversees the development of corporate and individual objectives for purposes of short- and long-term compensation of each other NEO (other than our Executive Chairman, who reports to the Board). These objectives are derived from our corporate business plan and include both quantitative measurements and qualitative considerations selected to reinforce and enhance achievement of our operating and growth objectives. At the end of each year, our CEO reviews with the Compensation Committee the achievement of objectives and the performance of our other NEOs who report to him and presents recommendations regarding adjustments to those NEOs' compensation to ensure alignment of stockholder interests with our objectives, as well as to reward the executive for performance. The Compensation Committee considers our CEO's recommendations, together with a review conducted by the Compensation Consultant, and makes an independent determination regarding executive compensation. Based on our CEO's day-to-day management of our NEOs, the CEO is well-positioned to evaluate the performance of each NEO who reports to him and make recommendations as to each NEO's overall performance and compensation. Our CEO attends all Committee meetings, other than those portions that are held in executive session, except where his attendance is requested, and is not present during any deliberations on matters involving CEO compensation. Benchmarking Our executive compensation philosophy emphasizes competitive objectives for executive pay. The Compensation Committee does not benchmark to a specific percentile and prefers a flexible target range in order to be mindful of individual differences such as tenure and performance. Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, cash-based annual incentive awards and long-term equity incentive awards. The Compensation Committee considers several factors when reviewing companies for inclusion in the compensation peer group: size (as measured by revenue and market capitalization), recent growth patterns, geographical scope, and the companies with which we compete for executive talent. While the Compensation Committee considers peer group data collectively, it focuses on the Company's direct pure-play competitors within the MI industry: Enact Holdings, Inc., Essent Group Ltd., MGIC Investment Corporation, and Radian Group, Inc. In addition to proxy disclosed data from the peer group, the Compensation Committee also uses relevant survey information from companies of similar size and geographic scope. These additional data points played a role in the Compensation Committee's competitive benchmarking approach given the Company's size and the limited number of direct business comparators within the MI industry.

  43. COMPENSATION DISCUSSION AND ANALYSIS

    | NMI 2024 PEER GROUP | MORTGAGE INSURER DIRECT COMPETITOR | CHOSE NMI AS PEER(1) | BROADER EXPOSURE TO INSURANCE AND REAL ESTATE | BUSINESS | | Ambac Financial Group, Inc. | | | ■ | Property & Casualty Insurance | | Assured Guaranty Ltd. | | | ■ | Financial Guaranty Insurer | | Enact Holdings, Inc. | ■ | ■ | ■ | Mortgage Insurer | | Essent Group Ltd. | ■ | ■ | ■ | Mortgage Insurer | | Investors Title Company | | | ■ | Property & Casualty Insurance | | Kinsale Capital Group, Inc. | | | ■ | Property & Casualty Insurance | | MGIC Investment Corporation | ■ | ■ | ■ | Mortgage Insurer | | Mr. Cooper Group Inc. | | | ■ | Mortgage Service & Lending | | Onity Group (formerly Ocwen Financial Corporation) | | | ■ | Mortgage Service & Lending | | PennyMac Financial Services | | | ■ | Mortgage Service & Lending | | Radian Group Inc. | ■ | ■ | ■ | Mortgage Insurer | | Redwood Trust | | ■ | ■ | Mortgage Banking & Investments | | RLI Corp. | | | ■ | Property & Casualty Insurance | | Stewart Information Services Corporation | | | ■ | Title Insurance & Underwriting |

  44. COMPENSATION DISCUSSION AND ANALYSIS

    | COMPENSATION ELEMENT | DESCRIPTION | ALIGNMENT WITH COMPENSATION PHILOSOPHY | | Annual Compensation: | | | | Annual Base Salary (p. 41) | •Fixed component of annual cash compensation that reflects expertise and scope of responsibilities, influenced by market pay levels, trends and individual performance | •Attract and retain key talent with market competitive salaries •Provide financial certainty and stability •Recognize individual performance | | Short-Term Incentive Program (p. 42) | •Cash-based annual bonus plan based 100% on meeting Company objectives •Requirement that executive be employed at the time the bonus is paid has a retentive effect | •Balance between short- and long-term corporate objectives that aligns with Company's pay-for-performance philosophy and stockholder interests •Short-term growth important in MI business, with each book year of business supporting the long-term growth of the Company | | Long-Term Compensation: | | | | Long-Term Incentive Program (p. 43) | •Equity-based, consisting of a 50:50 mix of time-based RSUs and PRSUs •RSUs vest over a three-year period •PRSUs are 100% earned based on achievement of cumulative book value per share (BVPS) growth targets over a three-year performance period | •RSUs align management and stockholder interests on increasing share value •PRSUs link realized compensation value to the Company's achievement of long-term financial performance |

  45. COMPENSATION DISCUSSION AND ANALYSIS

    In 2024, the Compensation Committee approved equity awards for each NEO, other than Mr. Shuster, consisting of a 50:50 mix of time-based RSUs and PRSUs. Mr. Shuster received 100% RSUs to align his compensation with stockholder value creation. Book Value Per Share (BVPS) The PRSUs granted in 2024, similar to prior years, are earned based on the achievement of a compound annual BVPS growth target over a three-year performance period. We base the performance assessment in our PRSUs on compound annual BVPS growth because we believe (i) it is an appropriate measure and key indicator of the Company's long-term performance and (ii) it correlates with management’s ability to drive long-term stockholder value creation. BVPS growth serves as a comprehensive indicator of our performance encompassing the scale of our new business production and insured portfolio development, effectiveness of our credit risk management strategy, consistency and yield of our investment portfolio returns, stability of our funding profile and regulatory capital position, and the efficiency of our operating platform. Growth in BVPS provides a more stable indication of financial performance than total shareholder return (TSR), which can be more volatile over discrete measurement periods due to factors that are outside of management’s control, including changes in economic conditions and stock market volatility, among others. Issuing 2024 PRSUs with a performance assessment based on compound annual BVPS growth over a three-year period serves to directly link a material element of our NEOs' compensation with the Company’s achievement of long-term financial performance and sustainable long-term returns on equity, directly aligns their compensatory incentives with outcomes that are expected to drive long-term stockholder value, and further provides a basis for comparison with other companies in the MI industry and broader financial services landscape that measure performance and award compensation based on a similar measure of book value. Compensation of Our CEO and Executive Officers Is Weighted Towards Variable Compensation Our total annual compensation structure embodies our commitment to align pay with performance. Fixed compensation continues to represent a limited portion of our NEOs' total compensation. Base salary represented 13% of Mr. Pollitzer's 2024 total target compensation and, on average, 22% of the total target compensation of our other NEOs. The remaining target compensation of our NEOs was tied to, and is contingent upon, Company and individual performance. Structuring CEO and other NEO compensation to include a significant majority of at-risk incentives serves to align our executive officer and stockholder interests because a significant portion of each executive's overall compensation is directly linked to the Company's financial performance.

  46. COMPENSATION DISCUSSION AND ANALYSIS

    opportunity was solely based on corporate performance. The 2024 target bonus opportunity for our CEO was set at 175% of his base salary, and for the other NEOs was set at 100% of their respective base salaries. Generally, the Compensation Committee aims to design and implement our annual incentive plan to reward outstanding performance against our corporate objectives significantly above the targeted benchmark. Conversely, the Compensation Committee retains discretion and flexibility, as it determines appropriate, to make its final bonus payment decisions for our NEOs' awards, including to reduce any such amount to zero when individual or corporate performance is below expectations. To be eligible to receive any bonus, each executive generally must be employed with the Company at the time we pay such bonus. The following table sets forth the target awards established by the Compensation Committee for our NEOs for fiscal year 2024.

  47. COMPENSATION DISCUSSION AND ANALYSIS

    After evaluating the Company's financial performance in 2024, achievement levels with respect to the 2024 performance objectives and the significant accomplishments of our executive team during 2024, the Compensation Committee approved payment of bonuses to our NEOs employed at the time of payment of 180.0% of total targeted bonus opportunity. Long-Term Incentive Program & BVPS Growth Targets Our NEOs may be awarded equity at the discretion of the Compensation Committee under the Company's equity plans. Equity awards are intended to: i.further align the interests of our NEOs with the interests of our stockholders; ii.emphasize long-term financial performance; iii.reward sustained share price appreciation; and iv.support the retention of our management team. In 2024, the Compensation Committee approved equity awards for each NEO (other than Mr. Shuster who was granted RSUs only) consisting of a 50:50 mix of RSUs and PRSUs. Our 2024 PRSUs directly link a significant component of our executive's realized compensation value to the Company's achievement of book value per share growth, incentivize the achievement of sustainable long-term returns and further align our long-term equity incentive with that of our peers' and the trends observed in the marketplace. See "Elements of Executive Compensation Program — Overview of Compensation Elements." The Compensation Committee granted our CEO and other NEOs the following 2024 equity awards as part of their target compensation package.

  48. COMPENSATION DISCUSSION AND ANALYSIS

    | NEO | FAIR VALUE OF RSUs ($) | FAIR VALUE OF PRSUs ($) | TOTAL GRANT DATE FAIR VALUE OF 2024 RSU AND PRSU AWARDS ($) | | Adam S. Pollitzer | 2,437,497 | 2,437,497 | 4,874,994 | | Bradley M. Shuster | 1,199,990 | 0 | 1,199,990 | | Aurora Swithenbank | 1,979,734 | 479,744 | 2,459,478 | | William J. Leatherberry | 658,490 | 658,490 | 1,316,981 | | Rob Smith | 472,852 | 472,852 | 945,705 | | Ravi Mallela | 479,990 | 479,990 | 959,980 |

  49. COMPENSATION DISCUSSION AND ANALYSIS

    2024 RSUs Granted: The 2024 RSU awards for each of our NEOs (other than Mr. Shuster) are eligible to vest 40% on each of the first and second anniversaries of the grant date, with the remaining 20% eligible to vest on the third anniversary of the grant date. Mr. Shuster's 2024 RSU award is eligible to vest in thirds over a three-year period from the grant date. 2024 PRSUs Granted: The PRSUs granted to our NEOs in 2024 are earned based on achievement of cumulative BVPS growth targets (as described below) over a three-year performance period commencing on January 1, 2024 and ending on December 31, 2026 (Performance Period). With respect to the BVPS goals, the awards have a 50% payout for threshold achievement, 100% payout for target achievement, 150% for above-target achievement, and 200% payout for maximum achievement, with linear interpolation between performance levels.

  50. 2024 Payouts Under Our 2022 PRSU Awards

    2024 Payouts Under Our 2022 PRSU Awards In 2022, the Company granted PRSUs to our NEOs that are earned based on the achievement of cumulative BVPS growth targets over a three-year performance period commencing on January 1, 2022 and ending on December 31, 2024. In February 2025, the Compensation Committee determined the extent to which the fiscal year 2022 PRSUs had been earned: a 200% payout based on BVPS Growth Percentage of 21.9% over the three-year performance period. The terms of the fiscal year 2022 PRSUs, including the target performance and payout level, actual results and vesting schedule, are summarized in the following table:

  51. 2024 Payouts Under Our 2022 PRSU Awards

    | 2024 PAYOUT UNDER OUR 2022 PRSU AWARDS | | | | | | 2022 CUMULATIVE BVPS GROWTH TARGETS | THRESHOLD | TARGET | ABOVE | MAXIMUM | | BVPS1 Growth Percentage2 | 10.0% | 14.5% | 16.75% | 19.0% | | BVPS Vesting Percentage | 50% | 100% | 150% | 200% |

  52. 2024 Payouts Under Our 2022 PRSU Awards

    1.As defined for purposes of the 2022 PRSUs, BVPS, for any year during the Performance Period, is equal to the "Adjusted Book Value" for such year divided by the number of "Common Shares Outstanding." "Adjusted Book Value" is a non-GAAP measure, and means, for any year, the consolidated stockholder's equity of the Company computed in accordance with GAAP, adjusted to exclude the impact of (i) accumulated other comprehensive income (loss), (ii) the cumulative effect of cash dividends paid on the Company's common stock during the Performance Period, (iii) the cumulative effect of the repurchase of the Company's common stock during the Performance Period, (iv) the cumulative effect of changes in the fair value of the Company's warrant liability to the extent such warrants are not exercised, (v) the cumulative effect of changes in accounting principles under GAAP, and (vi) the cumulative effect of changes in tax law. 2.BVPS Growth Percentage means, for the Performance Period, the compounded annual growth rate in BVPS measured at the end of the Performance Period over the BVPS measured as of December 31, 2021. Retirement Savings Plan Since 2014, the Company has offered a tax-qualified defined contribution retirement savings plan (the 401(k) Plan), pursuant to which our employees, including our NEOs, are able to contribute a percentage of their annual compensation on a pre- and post-tax basis, up to the limits prescribed by the Internal Revenue Service. In 2024, we offered a 401(k) Company matching contribution for eligible employees who participated in the 401(k) Plan, including our NEOs, of up to 5% of an employee's eligible compensation. Generally, "eligible compensation" used for purposes of calculating contributions under the 401(k) Plan is the amount paid to the NEO as base salary, cash allowance and bonuses. Each of our NEOs was eligible to participate in the 401(k) Plan in 2024. The Company does not sponsor any nonqualified deferred compensation plans or pension plans. Executive Cash Allowance Program The Company includes in the annual compensation of each NEO a standardized, fixed cash amount to be used at the discretion of the executive officer, in lieu of individualized perquisite programs. In 2024, the additional compensation under this program was approximately $38,400 for Mr. Pollitzer and Mr. Shuster and approximately $30,000 for our other NEOs.

  53. 2024 Payouts Under Our 2022 PRSU Awards

    | NMI Holdings, Inc. (NMIH) | 44 | 2025 Proxy Statement |

  54. 2024 Payouts Under Our 2022 PRSU Awards

    OTHER IMPORTANT GOVERNANCE AND EXECUTIVE COMPENSATION POLICIES Minimum Stock Ownership and Holding Period (Executive Officers) Our Stock Ownership Policy, which is administered by the Compensation Committee, is applicable to the Company's executive officers, including our Executive Chairman and other NEOs, and non-employee directors. These guidelines were adopted to further underscore that management's interests should be aligned with those of our stockholders. Stock considered owned under the policy includes (i) common shares owned outright by the executive or director; (ii) shares underlying unvested RSUs (excluding all PRSUs); and (iii) "in-the-money" vested options. Under the policy, the total value of all shares of the Company's common stock held by each executive officer must equal or exceed the following multiples of their respective base salaries:

  55. 2024 Payouts Under Our 2022 PRSU Awards

    | POSITION | BASE SALARY MULTIPLE | | Executive Chairman | 10.0x | | Chief Executive Officer | 5.0x | | Executive Vice Presidents, including Chief Financial Officer, Chief Administrative Officer and Chief Risk Officer | 3.0x |

  56. 2024 Payouts Under Our 2022 PRSU Awards

    Each executive officer is required to hold 50% of shares delivered by the Company upon vesting or exercise of equity awards granted under the Company's equity plans, until the applicable stock ownership threshold has been met. Under the policy, each executive officer is expected to meet the guideline within five years of becoming a participant under the policy. As of December 31, 2024, each of our NEOs met the stock ownership requirement. Absolute Hedging and Pledging Prohibitions Our executive officers (including all of our NEOs) and directors are subject to the Company's Insider Trading and Information Policy, which includes a complete prohibition on engaging in any form of speculative hedging transaction involving the Company's equity securities. In addition, our executive officers and directors may not hold Company securities in a margin account or pledge such securities as collateral for a loan. Clawback Policy The Compensation Committee adopted a new Clawback Policy, effective September 13, 2023, to comply with the SEC’s recently issued regulations on the recovery of erroneously awarded compensation and NASDAQ Rule 5608. The Clawback Policy provides for the recovery of excess incentive-based compensation paid to any executive officer that is based upon the achievement of financial results for which the Company is required to prepare an accounting restatement. A copy of the Clawback Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Tax Considerations and Deductibility of Compensation In connection with fiscal year 2024 compensation decisions, while the Compensation Committee considered the potential tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, the Compensation Committee also considered delivering competitive levels and forms of compensation. The Compensation Committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws. Severance Plan The Company's Severance Plan provides for payment of cash severance and continuation of healthcare coverage upon certain involuntary terminations of employment by the Company, as specified in the Severance Plan, including a workforce reduction, elimination of an eligible employee's position, lack of work or any other reason approved in the sole discretion of the Company (each, a Severance Termination). The Severance Plan applies to all of the Company's regular full- or part-time employees, including our NEOs. Upon a Severance Termination, subject to certain conditions, including the applicable executive's execution and non-revocation of a separation agreement and release of claims, the Severance Plan provides that an eligible NEO would receive three months' base salary and three months' of health coverage contributions (paid at the active employee rate) for each full year of service, with a maximum benefit of 12 months' base salary and 12 months' of health coverage contributions. Based on their years of service as of December 31, 2024, each of Messrs. Pollitzer, Shuster, Leatherberry and Smith were eligible for 12 months of benefits, and Ms. Swithenbank was eligible for three months of benefits. Mr. Mallela departed the Company prior to December 31, 2024. See "Compensation of Named Executive Officers — Compensation Discussion and Analysis — Compensation and Related Tables— Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024 - Severance Termination."

  57. 2024 Payouts Under Our 2022 PRSU Awards

    | 2025 Proxy Statement | 45 | NMI Holdings, Inc. (NMIH) |

  58. 2024 Payouts Under Our 2022 PRSU Awards

    Change in Control Severance Plan (CIC Severance Plan) The Company's CIC Severance Plan contemplates that the Compensation Committee will designate from time-to-time, in its sole discretion, the executive officers who are eligible to receive benefits under the CIC Severance Plan. The Compensation Committee has designated each of the Company's NEOs as participants in the CIC Severance Plan. Each executive designated by the Compensation Committee to receive benefits under the CIC Severance Plan has received a "participation notice," confirming the terms of the executive's participation, including (i) a severance multiple for purposes of determining the participant's cash severance amount (the Severance Multiple) and (ii) the period of time during which the participant is eligible for medical insurance premium reimbursements (the COBRA Period). Participants in the CIC Severance Plan are also participants in the Severance Plan, but participants are not entitled to benefits under both plans, to avoid duplication of payments. The Compensation Committee has named each of the Company's NEOs as participants in the CIC Severance Plan at the following Severance Multiples and COBRA Periods:

  59. 2024 Payouts Under Our 2022 PRSU Awards

    | NEO | SEVERANCE MULTIPLE | COBRA PERIOD | | Adam S. Pollitzer | 2.0x | 24 months | | Bradley M. Shuster | 2.0x | 24 months | | Aurora Swithenbank | 1.5x | 18 months | | William J. Leatherberry | 1.5x | 18 months | | Robert Smith | 1.5x | 18 months | | Ravi Mallela | 1.5x | 18 months |

  60. 2024 Payouts Under Our 2022 PRSU Awards

    The CIC Severance Plan requires a "double-trigger" to be eligible for benefits, meaning that upon a participant's termination of employment without "Cause" or for "Good Reason" (in each case as defined in the CIC Severance Plan) within 24 months after a "Change in Control" (as defined in the CIC Severance Plan), or six months before a Change in Control (if the termination within that six month period occurs after a definitive agreement that contemplates such Change in Control is executed and the Change in Control actually occurs), such participant shall be entitled to the following payments, subject to the participant's execution and non-revocation of a release of claims: •a lump sum cash payment equal to (A) the sum of the participant's base salary and target annual incentive bonus, in each case, as in effect immediately prior to the termination, multiplied by (B) the participant's Severance Multiple; •a lump sum cash payment equal to the cost of monthly healthcare premiums in effect as of the date of termination for the duration of the participant's COBRA Period; •a lump sum cash payment equal to the participant's target annual incentive bonus for the fiscal year in which the participant is terminated, pro-rated through the date of termination as described in the CIC Severance Plan; and •any other earned and vested amounts or benefits that the Company is required to pay or provide or which the participant is eligible to receive from the Company through the date of the termination, to the extent not yet paid or provided.

  61. COMPENSATION AND RELATED TABLES

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Adam S. Pollitzer, President and Chief Executive Officer | 2024 | 975,000 | | 4,874,994 | 3,071,250 | 57,690 | 8,978,934 | | | 2023 | 900,000 | | 4,274,972 | 2,699,550 | 56,965 | 7,931,487 | | | 2022 | 800,000 | | 3,000,000 | 1,620,000 | 54,844 | 5,474,844 | | Bradley M. Shuster, Executive Chairman | 2024 | 650,000 | | 1,199,990 | 1,170,000 | 65,514 | 3,085,504 | | | 2023 | 650,000 | | 949,983 | 1,114,100 | 62,222 | 2,776,305 | | | 2022 | 650,000 | | 949,976 | 877,500 | 59,986 | 2,537,462 | | Aurora Swithenbank, Chief Financial Officer(4) | 2024 | 336,667 | | 2,459,478 | 909,000 | 94,138 | 3,799,283 | | William J. Leatherberry, Chief Administrative Officer, General Counsel | 2024 | 585,000 | | 1,316,981 | 1,053,000 | 49,315 | 3,004,296 | | | 2023 | 570,000 | | 1,168,982 | 976,980 | 48,565 | 2,764,527 | | | 2022 | 545,000 | | 1,267,194 | 735,750 | 45,581 | 2,593,525 | | Robert Smith, Chief Risk Officer | 2024 | 485,000 | | 945,705 | 873,000 | 49,315 | 2,353,020 | | | 2023 | 470,000 | | 892,988 | 805,580 | 48,565 | 2,217,133 | | | 2022 | 450,000 | | 854,973 | 607,500 | 45,581 | 1,958,054 | | Ravi Mallela, Former Chief Financial Officer(5) | 2024 | 170,246 | | 959,980 | — | 346,402 | 1,476,628 | | | 2023 | 500,000 | | 899,980 | 857,000 | 48,565 | 2,305,545 | | | 2022 | 470,000 | | 3,089,991 | 632,022 | 44,908 | 4,236,921 |

  62. CEO PAY RATIO

    CEO PAY RATIO Below is: (i) the 2024 annual total compensation of our CEO; (ii) the 2024 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio.

  63. CEO PAY RATIO

    | Mr. Pollitzer's 2024 Annual Total Compensation* | $8,978,934 | | Median Employee's 2024 Annual Total Compensation | $177,504 | | CEO to Median Employee Pay Ratio | 50:1 |

  64. CEO PAY RATIO

    * Our CEO's 2024 annual total compensation is the same amount disclosed above in the 2024 Summary Compensation Table. METHODOLOGY Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We explain below our methodology and process for identifying our median employee and calculating our CEO to median employee pay ratio: Determined Employee Population. Our employee population consisted of all full- and part-time employees (other than Mr. Pollitzer) who were employed by the Company on December 31, 2024, the date we selected to identify our employees for purposes of the pay ratio calculation (2024 Population). As of December 31, 2024, our 2024 Population, excluding Mr. Pollitzer, consisted of 229 individuals, all of whom were employed in the United States. Identified the Median Employee. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, we may identify the median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our 2024 CEO pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in

  65. CEO PAY RATIO

    | 2025 Proxy Statement | 55 | NMI Holdings, Inc. (NMIH) |

  66. CEO PAY RATIO

    our employee population or employee compensatory arrangements that would significantly impact the 2024 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2024. Accordingly, the Company is permitted to use the same median employee as was used in 2023. Calculated CEO Pay Ratio. We calculated our median employee's 2024 annual total compensation according to the SEC's instructions for preparing the Summary Compensation Table, including the value of all other compensation earned. We then calculated our CEO's 2024 annual total compensation using the same approach to determine the pay ratio shown above. COMPARABILITY We believe the ratio above is a reasonable estimate, based on the methodology we have described. Given the different methodologies, exclusions, estimates and assumptions other companies may use to calculate their respective CEO pay ratios, as well as differences in employment and compensation practices between companies, the estimated ratio reported above may not be comparable to that reported by other companies. PAY VERSUS PERFORMANCE TABLE

  67. CEO PAY RATIO

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Book Value per Share (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $8,978,934 | $15,261,772 | $2,743,746 | $3,279,985 | $111 | $120 | $360.1 | $29.80 | | 2023 | $7,931,487 | $12,238,436 | $2,515,877 | $3,829,745 | $89 | $112 | $322.1 | $25.54 | | 2022 | $5,474,844 | $5,004,886 | $2,831,491 | $2,750,584 | $63 | $80 | $292.9 | $21.76 | | 2021 | $4,970,949 | $4,032,083 | $2,605,661 | $2,534,488 | $66 | $91 | $231.1 | $18.23 | | 2020 | $3,877,097 | $2,139,912 | $2,286,214 | $508,046 | $68 | $86 | $171.6 | $15.45 |

  68. CEO PAY RATIO

    1.Our PEO and Non-PEO NEOs for each applicable year were as follows: •2024: Mr. Pollitzer served as our PEO and Messrs. Shuster, Mallela, Leatherberry and Smith and Ms. Swithenbank served as our non-PEO NEOs. •2023: Mr. Pollitzer served as our PEO and Messrs. Shuster, Mallela, Leatherberry and Smith served as our non-PEO NEOs. •2022: Mr. Pollitzer served as our PEO and Messrs. Shuster, Mallela, Leatherberry and Smith served as our non-PEO NEOs. •2021: Ms. Merkle served as our PEO and Messrs. Shuster, Pollitzer (as our Chief Financial Officer), Leatherberry, and Mathis served as our non-PEO NEOs. •2020: Ms. Claudia Merkle served as our PEO and Messrs. Shuster, Pollitzer (as our Chief Financial Officer), Leatherberry, and Patrick Mathis served as our non-PEO NEOs. 2.The "2024 Summary Compensation Table" totals reported for the PEO and the average of the Non-PEO NEOs for each year were subject to the following adjustments as set forth in the below table, per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid.” We did not make any assumptions in valuation that differs materially from those disclosed as of the grant date of such equity awards with respect to the amounts added relative to stock and option awards.

  69. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | 56 | 2025 Proxy Statement |

  70. CEO PAY RATIO

    Adjustments to Determine "Compensation Actually Paid”

  71. CEO PAY RATIO

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO (Mr. Pollitzer) ($) | Average for Non-PEO NEOs ($) | PEO (Mr. Pollitzer) ($) | Average for Non-PEO NEOs ($) | PEO (Mr. Pollitzer) ($) | Average for Non-PEO NEOs ($) | PEO (Ms. Merkle) ($) | Average for Non-PEO NEOs ($) | PEO (Ms. Merkle) ($) | Average for Non-PEO NEOs ($) | | Summary Compensation Table Total | 8,978,934 | 2,743,746 | 7,931,487 | 2,515,877 | 5,474,844 | 2,831,491 | 4,970,949 | 2,605,661 | 3,877,097 | 2,286,214 | | Adjustments | | | | | | | | | | | | Deduction for Grant Date Fair Value of Awards Granted During Year | (4,874,994) | (1,376,427) | (4,274,972) | (977,983) | (3,000,000) | (1,540,534) | (2,315,962) | (991,737) | (2,099,940) | (1,012,344) | | Adjustment for Fair Value of Equity Calculated Using SEC Methodology (a) | | | | | | | | | | | | (i) Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year | 5,975,485 | 1,389,925 | 5,480,828 | 1,253,846 | 2,427,410 | 1,246,502 | 1,100,082 | 942,150 | 1,534,311 | 739,664 | | (ii) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 4,522,308 | 572,680 | 2,582,252 | 818,534 | 13,051 | 72,727 | 258,291 | 22,031 | (715,470) | (588,813) | | (iii) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 660,039 | 130,682 | 518,841 | 219,471 | 89,581 | 140,398 | 18,723 | (43,617) | (456,086) | (916,675) | | (iv) Any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | — | (180,621) | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 15,261,772 | 3,279,985 | 12,238,436 | 3,829,745 | 5,004,886 | 2,750,584 | 4,032,083 | 2,534,488 | 2,139,912 | 508,046 |

  72. CEO PAY RATIO

    a.Compensation Actually Paid excludes the Stock Awards column from the relevant fiscal year’s "Summary Compensation Table" total. The Rule 402(v) Equity Values instead reflect the aggregate of the following components, where applicable to us: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. The Company does not maintain, nor do the NEOs participate in, any defined benefit or actuarial pension plans for which adjustments were required pursuant to Item 402(v). 3.The peer group used by the Company consists of the companies, including Essent Group Ltd., MGIC Investment Corporation, and Radian Group Inc., used in the Company’s performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of its annual report on Form 10-K for the fiscal year ended December 31, 2024. 4.BVPS (excluding net unrealized gains and losses) is a non-GAAP measure, and is defined as total shareholder's equity, excluding the after-tax effects of unrealized gains and losses on investments, divided by shares outstanding. For more detail, please see Appendix A.

  73. CEO PAY RATIO

    | 2025 Proxy Statement | 57 | NMI Holdings, Inc. (NMIH) |

  74. CEO PAY RATIO

    Relationship Between "Compensation Actually Paid" and Performance The following graphs show the relationship between compensation actually paid to our executives in each of the last five years as disclosed in the Pay vs. Performance table, and each of the following: the Company's cumulative TSR, the peer group cumulative TSR, the Company's net income, and the BVPS.

  75. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | 58 | 2025 Proxy Statement |

  76. CEO PAY RATIO

    Tabular List of Most Important Financial Performance Measures Below are the financial performance measures that we believe are the most important financial performance measures used to link NEO compensation to Company performance. For more information, please see “Compensation of Named Executive Officers – Compensation Discussion and Analysis” and Appendix A in this proxy statement for a reconciliation of the below financial measures to the most directly comparable GAAP measure.

  77. CEO PAY RATIO

    | 2024 Most Important Performance Metrics | | BVPS | | Return on Equity | | Net Operating Income |

  78. CEO PAY RATIO

    | 2025 Proxy Statement | 59 | NMI Holdings, Inc. (NMIH) |

  79. CEO PAY RATIO

    | Item 2 Advisory Approval of Our Executive Compensation |

  80. CEO PAY RATIO

    Under Section 14A of the Exchange Act, this "say-on-pay" proposal gives our stockholders the opportunity to approve on a non-binding, advisory basis, the compensation of our NEOs as described in detail above under the heading "Compensation of Named Executive Officers." We have implemented strong governance and compensation practices. As described in this proxy statement, our executive compensation programs are designed to attract, retain and motivate our NEOs, who are critical to our success, while maximizing stockholder value creation over the long-term. In addition to weighting NEO compensation towards performance-based, variable compensation, we also (i) utilize a fully independent compensation committee and compensation consultant in overseeing our NEOs' compensation; (ii) prohibit hedging or other speculative transactions in our stock; (iii) impose a compensation clawback policy; (iv) impose stock ownership and share retention requirements; and (v) encourage and solicit feedback regarding our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described above. Accordingly, we strongly believe you should approve our NEOs' compensation paid in 2024. Although the say-on-pay vote is advisory, we value stockholder input, and the Compensation Committee will review and consider the voting results when making future decisions regarding the Company's compensation philosophy and plan design. STOCKHOLDER VOTE REQUIRED Advisory approval of the compensation of our NEOs requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

  81. CEO PAY RATIO

    | The Board unanimously recommends that you vote FOR the advisory approval of our executive compensation. |

  82. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | 60 | 2025 Proxy Statement |

  83. CEO PAY RATIO

    | Item 3 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |

  84. CEO PAY RATIO

    Under Section 14A of the Exchange Act, this "say-on-frequency" proposal gives our stockholders the opportunity to approve on a non-binding, advisory basis, whether they would like to cast an advisory vote on the compensation of our NEOs every one, two or three years. After careful consideration of this proposal, our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for us. In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation program as disclosed in the proxy statement every year. Although the vote on this proposal is advisory, we value stockholder input, and will consider the voting results when making future decisions regarding the frequency of advisory votes on executive compensation. STOCKHOLDER VOTE REQUIRED The frequency of the advisory vote on executive compensation receiving the greatest number of votes cast in favor of such frequency, whether every one, two or three years, will be the frequency of the advisory vote on executive compensation that stockholders are deemed to have approved.

  85. CEO PAY RATIO

    | The Board unanimously recommends that you vote FOR the option of "ONE YEAR" as the frequency of the stockholder vote on our executive compensation. |

  86. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | 61 | 2025 Proxy Statement |

  87. CEO PAY RATIO

    | Item 4 Ratification of Appointment of Independent Auditors |

  88. CEO PAY RATIO

    The Audit Committee has appointed the accounting firm of BDO USA, P.C. (BDO) as our independent registered public accounting firm for the year ending December 31, 2025. As a matter of good corporate governance, the Board is seeking stockholder ratification of the appointment even though ratification is not legally required. If stockholders do not ratify this appointment, the Audit Committee will take this into consideration in its future selection of an independent registered public accounting firm. A representative of BDO is expected to attend the Annual Meeting and will be given an opportunity to make a statement and respond to appropriate questions. AUDIT AND OTHER FEES For the years ended December 31, 2024 and December 31, 2023, BDO billed us fees for services of the following types:

  89. CEO PAY RATIO

    | AUDIT AND OTHER FEES | 2024 ($) | 2023 ($) | | Audit Fees | 1,161,927 | 1,046,620 | | Audit-Related Fees | — | — | | Tax Fees | — | — | | All Other Fees | — | — | | Total Audit and Other Fees | 1,161,927 | 1,046,620 |

  90. CEO PAY RATIO

    Audit Fees for 2024 and 2023 include BDO's review of our quarterly GAAP financial statements, audit of our year-end financial statements on a GAAP and statutory basis, review of SEC filings and expenses incurred by BDO in connection with providing services to NMI under the terms of the engagement. Audit-Related Fees are generally fees for assurance and related services (e.g., due diligence services) that are reasonably related to the performance of the audit or review of the financial statements and which are not reported under "Audit Fees." The Audit Committee is responsible for pre-approving audit services and all permitted non-audit services to be performed by the independent auditor that will cost in excess of $30,000. The Audit Committee is also responsible for establishing policies and procedures for the engagement of the independent auditor to provide permitted audit and non-audit services. If we desire the independent auditor to provide an audit or non-audit service that has not been pre-approved, the service may be presented for pre-approval by the Audit Committee at its next meeting, or for services that arise between Audit Committee meetings, such pre-approval may be delegated to the Chair of the Audit Committee or a sub-committee of the Audit Committee, with any such delegated approval reported to the Audit Committee at its next meeting. The Audit Committee pre-approved all of the services that BDO provided in 2024. STOCKHOLDER VOTE REQUIRED The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

  91. CEO PAY RATIO

    | The Board unanimously recommends that you vote FOR the ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2025. |

  92. CEO PAY RATIO

    | 2025 Proxy Statement | 62 | NMI Holdings, Inc. (NMIH) |

  93. CEO PAY RATIO

    | Appendix A |

  94. CEO PAY RATIO

    EXPLANATION AND RECONCILIATION OF OUR USE OF NON-GAAP FINANCIAL MEASURES We believe the use of the non-GAAP measures of adjusted income before tax, adjusted net income and adjusted diluted EPS enhances the comparability of our fundamental financial performance between periods, and provides relevant information to investors. These non-GAAP financial measures align with the way the Company's business performance is evaluated by management. These measures are not prepared in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance. These measures have been presented to increase transparency and enhance the comparability of our fundamental operating trends across periods. Other companies may calculate these measures differently; their measures may not be comparable to those we calculate and present. Adjusted income before tax is defined as GAAP income before tax, excluding the pre-tax effects of the gain or loss related to periodic costs incurred in connection with capital markets transactions, net realized gains or losses from our investment portfolio, and other infrequent, unusual or non-operating items in the periods in which such items are incurred. Adjusted net income is defined as GAAP net income, excluding the after-tax effects of the gain or loss related to periodic costs incurred in connection with capital markets transactions, net realized gains or losses from our investment portfolio, and other infrequent, unusual or non-operating items in the periods in which such items are incurred. Adjustments to components of pre-tax income are tax effected using the applicable federal statutory tax rate for the respective periods. Although adjusted income before tax, adjusted net income and adjusted diluted EPS exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items: (1) are not viewed as part of the operating performance of our primary activities; or (2) are impacted by market, economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, and the reasons for their treatment, are described below. •Capital markets transaction costs. Capital markets transaction costs result from activities that are undertaken to improve our debt profile or enhance our capital position through activities such as debt refinancing and capital markets reinsurance transactions that may vary in their size and timing due to factors such as market opportunities, tax and capital profile, and overall market cycles. •Net realized investment gains and losses. The recognition of the net realized investment gains or losses can vary significantly across periods as the timing is highly discretionary and is influenced by factors such as market opportunities, tax and capital profile, and overall market cycles that do not reflect our current period operating results. •Other infrequent, unusual or non-operating items. Items that are the result of unforeseen or uncommon events, and are not expected to recur with frequency in the future. Identification and exclusion of these items provides clarity about the impact special or rare occurrences may have on our current financial performance. Past adjustments under this category include infrequent, unusual or non-operating adjustments related to severance, restricted stock modification and other expenses incurred in connection with the CEO transition announced in September 2021 and the effects of the release of the valuation allowance recorded against our net federal and certain state net deferred tax assets in 2016 and the re-measurement of our net deferred tax assets in connection with tax reform in 2017. We believe such items are infrequent or non-recurring in nature, and are not indicative of the performance of, or ongoing trends in, our primary operating activities or business.

  95. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | A-1 | 2025 Proxy Statement |

  96. CEO PAY RATIO

    NON-GAAP FINANCIAL MEASURE RECONCILIATION

  97. CEO PAY RATIO

    | | For the years ended | | | | 2024 ($) | 2023 ($) | | AS REPORTED | ($ In Thousands) | | | Revenues | | | | Net premiums earned | 564,688 | 510,768 | | Net investment income | 85,316 | 67,512 | | Net realized investment (losses) gains | 23 | (33) | | Other revenues | 944 | 756 | | Total revenues | 650,971 | 579,003 | | Expenses | | | | Insurance claims and claim expenses (benefits) | 31,544 | 22,618 | | Underwriting and operating expenses | 118,397 | 110,699 | | Service expenses | 723 | 771 | | Interest expense | 36,896 | 32,212 | | Total expenses | 187,560 | 166,300 | | Income before income taxes | 463,411 | 412,703 | | Income tax expense | 103,305 | 90,593 | | Net income | 360,106 | 322,110 | | Adjustments: | | | | Net realized investment losses (gains) | (23) | 33 | | Capital markets transaction costs | 6,966 | — | | Adjusted income before taxes | 470,354 | 412,736 | | Income tax expense (benefit) on adjustments(1) | 1,458 | 7 | | Adjusted net income | 365,591 | 322,136 |

  98. CEO PAY RATIO

    1.Marginal tax impact of non-GAAP adjustments is calculated based on our statutory U.S. federal corporate income tax rate of 21%, except for those items that are not eligible for an income tax deduction. We also believe that use of the non-GAAP measures of adjusted operating income, adjusted return on equity and adjusted expense ratio assist in the measurement of performance for bonus determination and that adjusted book value per share is a key metric in the measurement of performance for our performance restricted stock units. Use of these non-GAAP financial measures are consistent with the performance goals set forth in the NMI Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan and the Company's 2024 operational plan and budget approved by the Board. Adjusted net operating income, as approved by the Compensation Committee, is calculated on pre-tax GAAP basis, excluding the pre-tax impact of bonuses, performance awards above/below budget, changes in fair value of embedded derivatives (if recorded), realized investment gains/losses, non-budgeted capital and reinsurance transactions, budgeted capital and reinsurance transactions with unexpected accounting treatment, and changes to the U.S. federal tax code. Adjusted return on equity, as approved by the Compensation Committee, is calculated as GAAP net income excluding the after-tax impact of bonus above/below target and performance awards above/below budget, changes in fair value of embedded derivatives (if recorded), realized investment gains/losses, non-budgeted capital and reinsurance transactions, budgeted capital

  99. CEO PAY RATIO

    | 2025 Proxy Statement | A-2 | NMI Holdings, Inc. (NMIH) |

  100. CEO PAY RATIO

    and reinsurance transactions with unexpected accounting treatment, and changes to the U.S. federal tax code, divided by the average of 12/31/23 and 12/31/24 GAAP shareholders’ equity excluding the impact of changes in accumulated comprehensive other income from plan, and changes in the fair value of embedded derivatives (if recorded). Adjusted expense ratio, as approved by the Compensation Committee, is calculated as GAAP underwriting and operating expenses excluding the pre-tax impact of bonuses, reinsurer ceding commissions and deferred acquisition cost reimbursement, performance awards above/below budget, non-budgeted capital and reinsurance transactions, budgeted capital and reinsurance transactions with unexpected accounting treatment, and changes to the U.S. federal tax code, divided by GAAP net premiums earned excluding ceded premiums and profit commission earned, the pre-tax impact of non-budgeted capital and reinsurance transactions and budgeted capital and reinsurance transactions with unexpected accounting treatment. Adjusted book value per share, as approved by the Compensation Committee, is defined as total shareholder's equity, excluding the after-tax effects of unrealized gains and losses on investments, cash dividends paid, share repurchases, changes in accounting principles, and changes in tax law, divided by shares outstanding. The items excluded from adjusted operating income, adjusted return on equity, adjusted expense ratio, and adjusted book value per share represent items that are calculated in accordance with formulas approved by the Compensation Committee. The primary purpose of the exclusions from operating income is to remove elements of income or loss which, in the judgment of the Compensation Committee, are not appropriate to consider for purposes of assessing the Company's achievement of the corporate bonus objectives. Net realized investment gains and losses, the recognition of net investment gains or losses can vary significantly across periods as the timing is highly discretionary and is influenced by factors such as market opportunities, tax and capital profile, and overall market cycles that do not reflect our current period operating results. Net unrealized gains and losses on investments, the recognition of the net unrealized gains or losses on investments can vary significantly across periods and is influenced by factors such as interest rate movement, overall market and economic conditions, and tax and capital profiles. These valuation adjustments may not necessarily result in economic gains or losses and not reflective of ongoing operations. Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these unrealized gains or losses. Bonus accruals and performance awards above/below target, adjusted operating income is one of the metrics used to set the threshold for the establishment of a bonus pool and performance targets; therefore, the metric was defined in a manner that would illustrate trends in profitability and operating performance without the impact of bonuses or performance awards above/below target. Expenses associated with these items are estimates recorded throughout the fiscal year, which are ultimately dependent on approval from the Compensation Committee. Capital markets and reinsurance transactions Non-budgeted capital and reinsurance transactions and budgeted capital and reinsurance transactions with unexpected accounting treatment are excluded. Capital markets transaction costs result from activities that are undertaken to improve our debt profile or enhance our capital position through activities such as debt refinancing and capital markets reinsurance transactions that may vary in their size and timing due to factors such as market opportunities, tax and capital profile, and overall market cycles. Reinsurance transactions are undertaken to actively manage our risk, enhance our capital position, and support growth through activities such as excess of loss treaties and quota share treaties that may vary in their size and cost due to factors such as reinsurance market opportunities and capacity. Reinsurance impacts are also excluded entirely from the expense ratio calculation to better reflect current period operating results from both a revenue and expense perspective. Tax Code Changes We exclude fluctuations in results related to changes in the U.S. federal tax code. We believe such changes are infrequent or non-recurring in nature, and are not indicative of the performance of, or ongoing trends in, our primary operating activities or business.

  101. CEO PAY RATIO

    | NMI Holdings, Inc. (NMIH) | A-3 | 2025 Proxy Statement |