DEF 14A of Onity Group Inc., Apr 15, 2025

DEF 14A of Onity Group Inc.

Filed Apr 15, 2025 · FY20240001641172-25-004690

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS (Proposal One) Our Bylaws provide that our Board of Directors shall consist of no less than three and no more than eleven members with the exact number to be fixed by our Board of Directors. Effective May 28, 2024, our Board of Directors has fixed the number of directors at seven. As further described below under “Board of Directors and Corporate Governance” and, in particular, under “Annual Board Assessment” and “Director Nomination Process,” it is the responsibility of the Nomination/Governance Committee and the Board to periodically review Board size and composition and, if deemed appropriate, to make changes that the Board believes will best position the Board to enhance our ability to create value for shareholders and address changes in the market and business environment in which we operate. Our Board of Directors provided guidance and oversight to the Onity Group leadership team as they successfully executed a robust set of strategic initiatives, marking the culmination of a complex, multi-year transformation. The strong execution of key strategic initiatives drove operational and financial success, and for full-year 2024, the Company achieved significant milestones.

  2. ELECTION OF DIRECTORS

    | ● | In an elevated interest rate environment, Onity’s balanced and diversified model delivered our highest net income since 2013. | | ● | Onity successfully completed a complex series of transaction to simplify our debt structure, significantly strengthen our balance sheet and increase financial flexibility. Onity reduced corporate debt, lowered interest costs, and maintained liquidity. Specifically, we issued $500 million of new five-year high-yield debt, closed the sale of a 15% interest in the joint venture with Oaktree (MAV) for $49 million while maintaining the subservicing contract for five years, and acquired the reverse mortgage assets from Waterfall Asset Management LLC (Waterfall). | | ● | Our servicing business was the primary driver of strong earnings results. Total servicing additions increased by 70% over 2023, growing the portfolio to more than $300 billion, the highest level since mid-2022. | | ● | The Company maintained a targeted 90% to 110% hedge coverage ratio range and reported a favorable MSR valuation adjustment, net of hedging, providing stability to results amid volatile markets. | | ● | Our originations business experienced a strong turnaround in profitability with volume growth experienced across all channels. The Company added $47 billion of UPB from new and existing clients, which was more than half of the total servicing additions, while adding a record number of new subservicing clients. | | ● | The Company invested in the Direct-to-Consumer platform and grew the refinance volume 2.5 times year-over-year and increased the refinance recapture rate close to industry best practice. With this increased investment, we believe the previously untapped potential began to be realized. | | ● | To fuel our growth in the years ahead, Onity invested in talent, product innovation and advanced technologies, including AI applications, to enhance capabilities and performance. These efforts resulted in SSON awarding the Company with the 2024 Best-in Class Center of Excellence Automation Award. | | ● | The consistent top-tier operating performance was once again honored by Freddie Mac with the SHARP award for the fifth consecutive year. Additionally, the Company received the Fannie Mae STAR award and was HUD Tier 1 ranked – both for the fourth consecutive year. | | ● | Importantly, the Board continued to fulfill its important legal and regulatory oversight. The Company has been seeking to resolve the remaining legacy legal matters and is working on maintaining a strong risk and control environment. | | ● | Finally, to signify the completion of our transformation, the Company rebranded to Onity. The Board recognizes the importance of supporting the work of our deeply committed and highly experienced leadership team to build a company with a strong mission-driven culture, a brand that stands for delivering excellence to its customers and the financial strength to sustain long-term profitability as the Company continues to create value for our customers, shareholders and other stakeholders. |

  3. ELECTION OF DIRECTORS

    To put the Company in the best position to execute on these initiatives, the Nomination/Governance Committee and the Board evaluate on an ongoing basis the skillsets and experiential perspectives of our directors as well as individuals recommended as potential nominees. Consistent with our Board Diversity Policy and our Corporate Governance Guidelines, the Board has identified a set of director nominees with individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will best serve the Company’s strategic and governance needs. The following provides additional information about the attributes of our current Board of Directors:

  4. ELECTION OF DIRECTORS

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

  5. ELECTION OF DIRECTORS

    (1) Includes outside managerial and director experience only (i.e., does not include Onity-based experience)

  6. Nominees for Director

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

  7. Nominees for Director

    | Glen A. Messina | Mr. Messina has served as Chair of the Board of Directors since January 2023 and as President and Chief Executive Officer and a director of Onity since October 2018. He previously served as the President and Chief Executive Officer of PHH Corporation (PHH Corp.) from January 2012 to June 2017 and Chief Operating Officer of PHH Corp. from July 2011 to December 2011. Mr. Messina also served as a director of PHH Corp. from January 2012 to June 2017 and as a consultant to PHH Corp. through March 2018. Prior to joining PHH Corp., Mr. Messina spent 17 years at General Electric Company (GE), most recently as Chief Executive Officer of GE Chemical and Monitoring Solutions, a global water and process specialty chemicals services business. Mr. Messina was selected to serve on our Board of Directors because of his extensive operational and leadership experience, including his service as both our President and Chief Executive Officer and his service as a director and the President and Chief Executive Officer of PHH Corp. | | Alan J. Bowers | Mr. Bowers has served as a director of Onity since May 2015. From March 2023 through September 2024, Mr. Bowers served as a director of Selina Hospitality PLC (formerly Nasdaq GS: SLNA) as well as Chair of the Audit Committee and a member of the Finance & Capital Allocation Committee. In December 2021, Mr. Bowers was appointed as a Director, the Audit & Finance Committee Chair and a member of the Compensation Committee of CWT Travel Holdings, Inc., a private business-to-business-for-employees (B2B4E) travel management platform. Mr. Bowers also previously served as a Director of Walker & Dunlop, Inc. (NYSE:WD), a commercial real estate finance company, from December 2010 until May, 2022, served as its Lead Director, and served on its Nominating and Corporate Governance Committee and as Chair of its Audit Committee. Mr. Bowers also served on the board and as Audit Committee Chair of CorePoint Lodging Inc., a publicly traded lodging REIT, from April 2018 until March 2022, when the company became a privately held company in a merger transaction. From July 2013 to May 2018, Mr. Bowers served as a Director of hotel chain La Quinta Inns & Suites (NYSE:LQ). Mr. Bowers’ additional prior roles include serving as a Director of American Achievement Corp., a privately-held manufacturer and distributor of graduation products, President, Chief Executive Officer and a board member of Cape Success, LLC, a private equity-backed staffing service and information technology solutions business, President, Chief Executive Officer and a board member of MarketSource Corporation, a marketing and sales support service firm and President, Chief Executive Officer and a board member of MBL Life Assurance Corporation, a life insurance company. Mr. Bowers also previously served on the boards and as Audit Committee Chair of Refrigerated Holdings, Inc., Roadlink Inc., and Fastfrate Holdings, Inc., each a transportation and logistics firm. Mr. Bowers has been a Certified Public Accountant since 1978, with experience including 17 years at Coopers & Lybrand, L.L.P. Mr. Bowers received his Bachelor of Science in Accounting from Montclair State University and his Master of Business Administration from St. John’s University. Mr. Bowers was selected to serve as a member of our Board of Directors because he brings to our Board over thirty years of experience in accounting and executive management, including experience on the audit committees of private companies and Securities and Exchange Commission registrants. Mr. Bowers’ accounting expertise and diverse corporate management experience are assets to our Board. |

  8. Nominees for Director

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

  9. Nominees for Director

    | Claudia J. Merkle | Ms. Merkle has served as a director of Onity since April 2024. Ms. Merkle is the former Chief Executive Officer of NMI Holdings, Inc. (Nasdaq:NMIH, “NMI”), a publicly traded private mortgage insurer and the parent company of National Mortgage Insurance Corporation. Ms. Merkle held the position of Chief Executive Officer from January 2019 through her retirement in December 2021. From 2019 through her departure in 2021, Ms. Merkle also served on NMI’s Board of Directors. Prior to serving as Chief Executive Officer, Ms. Merkle held multiple executive leadership positions at NMI after joining the company in May 2012, including President; Chief Operating Officer; Executive Vice President, Chief of Insurance Operations; and Senior Vice President, Underwriting Fulfillment and Risk Operations. Ms. Merkle also currently serves as an Advisory Board member of HomeLend Inc., a technology and operational platform that facilitates direct purchase and sale of mortgage loans. Ms. Merkle was selected to serve as a member of our Board of Directors due to her deep public company experience and significant industry knowledge spanning risk management and technology innovation in sales and operations as well as emerging corporate governance issues. | | DeForest B. Soaries, Jr. | Dr. Soaries has served as a director of Onity since January 2015. Dr. Soaries served as Pastor Emeritus at First Baptist Church of Lincoln Gardens until 2023 and Senior Pastor from 1990 through 2021. He formerly served as New Jersey Secretary of State from 1999 to 2002 and as Chair of the United States Election Assistance Commission from 2004 to 2005. He currently serves as an independent director at Independence Realty Trust, a publicly traded real estate investment trust, a position he has held since February 2011, and is Chair of the Compensation Committee. Dr. Soaries also served as an independent director of the Federal Home Loan Bank of New York from January 2009 through December 31, 2023, where he was the Vice Chair of the Compensation and Human Resources Committee and also served as a member of the Affordable Housing, Governance and Executive Committees. He also previously served as a director of New Era Bank. Dr. Soaries earned a Bachelor of Arts from Fordham University, a Master of Divinity from Princeton Theological Seminary and a Doctor of Ministry from United Theological Seminary. Dr. Soaries was selected to serve as a member of our Board of Directors due to his experience in the financial services industry, including as a board member of a public financial services company. Dr. Soaries brings a unique perspective as a religious and community leader focused on the issues facing struggling borrowers and communities. |

  10. Nominees for Director

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

  11. BOARD OF DIRECTORS COMPENSATION

    BOARD OF DIRECTORS COMPENSATION The following table discloses compensation received for fiscal year 2024 by each member of our Board of Directors who was not employed by us or one of our subsidiaries and who served as a director during fiscal year 2024 (our non-management directors).

  12. BOARD OF DIRECTORS COMPENSATION

    | Name | Fees Earned Or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | Total ($) | | Jenne K. Britell | 95,000 | 120,000 | 215,000 | | Alan J. Bowers | 112,500 | 120,000 | 232,500 | | Jacques J. Busquet | 120,000 | 120,000 | 240,000 | | Phyllis R. Caldwell (4) | 35,374 | — | 35,374 | | Claudia J. Merkle(5) | 64,385 | 137,330 | 201,715 | | DeForest B. Soaries, Jr. | 90,016 | 120,000 | 210,016 | | Kevin Stein | 158,250 | 120,000 | 278,250 |

  13. BOARD OF DIRECTORS COMPENSATION

    | (1) Amounts reported for stock awards represent the aggregate grant date fair value of awards granted during fiscal year 2024 under the 2021 Equity Incentive Plan, as amended (the 2021 Plan) computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. We based the grant date fair value of stock awards on the closing price of our common stock on the New York Stock Exchange on the date of grant of the awards. | | (2) On May 28, 2024, our non-management directors received equity awards under the 2021 Plan for their service for the 2024-2025 term. Each award had a grant date fair value totaling $120,000 (with immaterial incremental value resulting from rounding to the next whole share). Each director received 4,792 restricted stock units (RSUs) vesting May 28, 2025, in the event each director attends at least 75% of applicable Board and committee meetings. | | (3) Our non-management directors have no shares subject to option awards or other equity awards outstanding as of December 31, 2024, other than the RSUs issued May 28, 2024. except the following issued in prior service years to directors deferring their equity compensation pursuant to the Deferral Plan for Directors: Dr. Soaries holds 4,981 RSUs deliverable six months following the termination of his service. | | (4) Ms. Caldwell retired effective May 28, 2024 immediately prior to the 2024 Annual Meeting. Accordingly, she did not receive a 2024 equity award for 2024-2025 director service. | | (5) Effective April 1, 2024, the Board appointed Ms. Merkle to the Board of Directors and granted her a pro-rated equity award with a grant date fair value of $17,330 corresponding to the period between the date of her appointment and May 23, 2024, the vesting date of the 2023-2024 Board equity grant. Ms. Merkle received 642 RSUs which vested on May 23, 2024. |

  14. BOARD OF DIRECTORS COMPENSATION

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

  15. Director Compensation Alignment with Shareholder Value Creation

    Director Compensation Alignment with Shareholder Value Creation The equity component of our director compensation program aligns the compensation of our directors directly with long-term shareholder value creation. The table below reflects the strong incentive created by our director compensation program to ensure our directors’ compensation is aligned with shareholder value creation. The table below shows the total equity holdings, excluding stock options, of each of our directors as of March 31, 2025, including shares of common stock beneficially owned and vested and unvested restricted stock units. The table provides the value of those shares and restricted stock units based on the closing price of our stock on March 31, 2025 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2024.

  16. Compensation Highlights

    | ● | Aligned the structure of our annual incentive plan (AIP) with key strategic objectives, including greater connection to profitability, along with growth, operational execution, service excellence and effective human capital management practices. |

  17. Compensation Highlights

    | ● | Linked long-term equity awards to total shareholder return relative to a performance peer group to align with shareholder expectations, and provided for awards to settle in shares of common stock to build executive stock ownership in the Company. |

  18. Philosophy and Objectives of Our Executive Compensation Program

    | ● | Pay for performance: A significant portion of our annual target executive compensation (the sum of base salary, annual target bonus, and target value of annual equity program awards) in 2024 – 85% for the President and Chief Executive Officer (CEO) and 68% for other NEOs on average – was dependent on the Company’s business performance and our executive officers’ contribution to that performance, and the performance of our stock (described further below in Variable Pay and Incentive Programs). |

  19. Philosophy and Objectives of Our Executive Compensation Program

    | ● | Reinforce a commitment to serve all stakeholders: We believe that taking all stakeholders’ opinions into account leads to long-term shareholder value creation. As such, 2024 annual incentive compensation awards were subject to a 20% adjustment – positive or negative – based on customer satisfaction and process quality results, demonstrating our continued commitment to supporting our clients. Those awards are also determined by an assessment of performance in promoting a culture of appropriate risk management and compliance, as well as demonstrating strong leadership behaviors. |

  20. Variable Pay and Incentive Programs

    Variable Pay and Incentive Programs To create a strong link between our incentive compensation opportunities and our short-term and long-term objectives, we use two specific programs: our Annual Incentive Plan (AIP) and the grant of long-term incentive awards (LTIP awards) under our 2021 Equity Incentive Plan. The chart below illustrates the portions of our NEOs’ annual target executive compensation that were delivered through our incentive programs in 2024. The Compensation Committee determines target compensation amounts after consideration of multiple factors, including comparative data from our peer group and other relevant benchmarks provided by its independent compensation consultant (described below).

  21. Variable Pay and Incentive Programs

    | Element of Annual Target Compensation | Description | Percent of CEO 2024 Total Annual Target Compensation(1) | Average Percent of non-CEO NEO 2024 Total Annual Target Compensation(2) | | Salary | Salary is the only element of total target compensation that is not at risk based on short- or long-term performance. | 15% | 32% | | AIP | Funding for our annual short-term incentive program is linked to performance against key priorities of the Company, which is adjusted according to customer satisfaction and quality scores. Individual awards are further modified by the executive’s overall performance. | 23% | 32% | | LTIP Awards | Half of the award is in the form of Restricted Stock Units (RSUs) that vest annually over three years in equal tranches. The other half is in the form of Performance-Restricted Stock Units (PRSUs) that cliff vest at the end of three years provided a minimum total shareholder return (TSR) level has been achieved relative to a performance peer group. | 62% | 36% |

  22. Variable Pay and Incentive Programs

    | (1) Other compensation that is available to all of our U.S. employees includes medical, dental and life insurance benefit programs. 401(k) matching contributions account for less than 0.1% of our NEOs’ compensation. |

  23. Variable Pay and Incentive Programs

    | (2) Total Annual Target Compensation percentages do not include special one-time awards. |

  24. Pay Measures

    | Pay Measure | Description | Percent of CEO 2024 Total Target Compensation | Average Percent of non-CEO NEO 2024 Total Target Compensation | | Absolute (and Relative) Total Shareholder Return | Our long-term incentive program grants equity-based awards with half of target value as time-vested restricted stock units and half as performance-based units determined by TSR performance relative to a peer group. | 62% (31%) | 36% (18%) | | Net Income | Full-year GAAP net income accounted for 25% of the total weight of our AIP Scorecard. | 6% | 8% | | Return on Equity | Full-year adjusted pre-tax return on equity (ROE), excluding notables, represented 25% of the total weight of our AIP Scorecard.(1) | 6% | 8% | | Growth | UPB, MSR and subservicing growth, along with recapture rates and cash yields on owned servicing originations, accounted for 25% of the total weight of our AIP Scorecard. | 6% | 8% | | Productivity | Expenses, either absolute or as a percentage of revenue, accounted for 15% of the total weight of our AIP Scorecard. | 3% | 5% | | Employee Engagement and Inclusion | Employee engagement survey results and executing objectives in our D&I road map accounted for 10% of the total weight of our AIP Scorecard. | 2% | 3% |

  25. Equity-based Compensation has Created Strong Alignment with Shareholder Value Creation

    Equity-based Compensation has Created Strong Alignment with Shareholder Value Creation Our annual LTIP awards have created strong alignment between our NEOs’ total compensation and long-term shareholder value creation. These awards are a significant portion of total annual target pay for executives, and total outstanding award values place significant interest in long-term company share price performance. The table below reflects each NEO’s annual target cash compensation and total equity holdings, excluding stock options, as of March 31, 2025, including shares of common stock beneficially owned and unvested restricted stock units. The table provides the value of those shares and restricted stock units based on the share price of our stock on March 31, 2025 and an illustrative diluted book value per share based on our publicly reported book value as of December 31, 2024. For example, the value of our CEO’s shares would increase over 55% (an additional $12.8 million) if our shares were trading at fully diluted book value compared to the March 31, 2025 share price.

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

    | (1) Total equity includes shares of common stock beneficially owned plus unvested restricted stock units. For the vesting terms of our restricted stock units, see “Executive Compensation—Compensation Discussion and Analysis—2024 Long-Term Incentive (LTIP) Awards.” | | (2) Values reflect all outstanding stock units, including cash settled restricted stock units and excluding stock options, as of March 31, 2025, with performance-based units adjusted for interim performance as of March 31, 2025. There is no guarantee that time-based units or performance-based units will vest. Vesting of cash-settled stock units will reduce totals shown above. See “Compensation Discussion and Analysis - 2024 Long-Term Incentive (LTIP) Awards” and “Outstanding Equity Awards at Fiscal Year-End”, below, for additional detail on outstanding restricted stock units. | | (3) “Owned Shares” represents shares beneficially owned as of March 31, 2025. Includes shares held jointly, indirectly by spouse, and indirectly by trust. | | (4) Calculations are based on $30.71 closing price per share of our common stock on December 31, 2024, and March 31, 2025 equity holdings. Our future stock price may vary materially from the closing price shown in the table. | | (5) Calculations are based on share price and equity holdings as of March 31, 2025. Our future stock price may vary materially from the closing price shown in the table. The closing price per share of our common stock on April 10, 2025 was $28.55 per share. | | (6) Calculations are based on March 31, 2025 equity holdings and December 31, 2024 fully diluted book value per share. Fully diluted book value per share is calculated based on the Company’s most recent publicly reported book value of $443 million at December 31, 2024 and 8,829,338 shares, comprised of 7,873,053 shares outstanding and 1,446,016 warrants held by Oaktree as of December 31, 2024. See “Business Relationships and Related Transactions – Relationship with Oaktree”, below. Assumes cashless exercise of Oaktree warrants using 10-day average of Volume Weighted Average Price (10 days ending on preceding day of exercise) on December 31, 2024 of $31.20. Does not give effect to issuance of shares underlying vested and unvested restricted stock units shown in table or stock options with strike prices above current trading prices. |

  27. Role of the Compensation Committee

    | ● | approval of the AIP Corporate Scorecard, which drives the variable compensation for most of the company’s leadership, including the NEOs; |

  28. Role of the Compensation Committee

    | ● | evaluation of individual performance results to determine the AIP individual performance multiplier of each NEO; |

  29. Role of the Compensation Committee

    | ● | approval of any changes to compensation, including, but not limited to, base salary, short-term and long-term incentive award opportunities, and retention programs; and |

  30. Role of the Compensation Committee

    | ● | evaluation of the market competitiveness of each NEO’s total compensation (and principal elements of compensation) against relevant comparator groups, including broad-based industry survey data provided by the Compensation Committee’s independent compensation consultant as well as a peer group of companies that are recommended to the Compensation Committee by its independent compensation consultant based on a number of factors, including industry (consumer finance, regional banks and mortgage finance), revenues, assets and number of employees, and comparable business operations. The peer group used to help inform compensation decisions is listed below. |

  31. How We Make Compensation Decisions

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

  32. Role of Independent Compensation Consultant

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

  33. Role of Independent Compensation Consultant

    | ● | design of the annual AIP and LTIP awards; |

  34. Role of Independent Compensation Consultant

    | ● | market competitiveness of compensation of our NEOs; |

  35. Role of Independent Compensation Consultant

    | ● | Company’s peer group for purposes of informing compensation decisions; |

  36. Role of Independent Compensation Consultant

    | ● | reports of proxy advisory firms, including ISS and Glass Lewis, relating to the proxy statement; |

  37. Role of Independent Compensation Consultant

    | ● | market competitiveness of the compensation of our independent directors; and |

  38. Role of Independent Compensation Consultant

    | ● | emerging best practices for executive and independent director compensation. |

  39. Base Salaries and Annual Incentive Targets for our NEOs

    Base Salaries and Annual Incentive Targets for our NEOs Base salaries and annual incentive targets are intended to provide a target level of cash compensation that is competitive and appropriate for the responsibilities of the executive’s position. The Compensation Committee determines each executive’s compensation levels based on its assessment of the nature and scope of each executive officer’s responsibilities, experience and performance, and an assessment of compensation levels necessary to maintain and attract quality personnel as informed by peer group and general industry survey data. As of December 31, 2024, the variable (AIP) proportion of total target cash compensation is 60% for the CEO and 50% for other NEOs. The table below reflects each NEO’s 2024 base salary and AIP target, which were unchanged from 2023 compensation levels except for Mr. Wade.

  40. Base Salaries and Annual Incentive Targets for our NEOs

    | Name | Annual Salary as of 12/31/2024 ($) | Annual AIP Target as of 12/31/2024 ($ and % of Salary) | | Annual Total Target Cash Compensation as of 12/31/2024 ($ and % Increase from 12/31/2023) | | | Glen A. Messina | 1,000,000 | 1,500,000 | 150% | 2,500,000 | —% | | Sean B. O’Neil | 550,000 | 550,000 | 100% | 1,100,000 | —% | | Scott W. Anderson | 500,000 | 500,000 | 100% | 1,000,000 | —% | | Aaron D. Wade(1) | 480,000 | 456,000 | 95% | 936,000 | 20% | | Dennis Zeleny | 500,000 | 500,000 | 100% | 1,000,000 | —% |

  41. Base Salaries and Annual Incentive Targets for our NEOs

    | (1) Effective April 1, 2024, Mr. Wade’s salary was increased from $400,000 to $430,000 and his annual AIP target remained 95% of salary. Effective September 22, 2024, his salary was increased to $480,000 and his annual AIP target remained 95% of salary. |

  42. 2024 Annual Incentive Plan (AIP)

    2024 Annual Incentive Plan (AIP) Our annual incentive compensation opportunity for eligible employees, including our executive officers, is provided under the Annual Incentive Plan. The AIP award opportunity motivates executives to deliver against the Board-approved business plan and the key initiatives that the Compensation Committee, working with the CEO, management and the Compensation Committee’s independent advisor, believes will enhance Company performance and create a path for long-term shareholder value. AIP award opportunities for each NEO were based on a combination of organization and individual performance, as summarized below and followed with additional detail further below:

  43. 2024 Annual Incentive Plan (AIP)

    | Baseline AIP Funding | | Individual Awards (as % of Target) | | | | | Corporate Scorecardx | Service Excellence Modifier | (Organization Performance Fundingx | Individual Performance Multiplier) | + | Net Income Modifier |

  44. 2024 Annual Incentive Plan (AIP)

    | 1. | First, performance against the Corporate Scorecard objectives is used to calculate preliminary results. |

  45. 2024 Annual Incentive Plan (AIP)

    | 2. | Scorecard results are then adjusted by a service excellence modifier to establish the baseline funding level for the entire plan. |

  46. 2024 Annual Incentive Plan (AIP)

    | 3. | From there, organizational performance funding is allocated to each business unit and its managing NEO based on an assessment of the business unit’s achievement of its key priorities and the corresponding contributions to overall Corporate Scorecard results. |

  47. 2024 Annual Incentive Plan (AIP)

    | 4. | Each NEO’s award is adjusted based on an assessment of his or her individual performance against a number of key objectives unique to him or her, including demonstrated leadership in creating and sustaining a high-performing culture. |

  48. 2024 Annual Incentive Plan (AIP)

    | 5. | Finally, select members of senior leadership, including all NEOs, have their award opportunities also subject to an additional funding modifier based on significant positive or negative net income results above or below the baseline Corporate Scorecard metric (described in “Net Income Modifier” below). |

  49. Corporate Scorecard

    Corporate Scorecard The Corporate Scorecard, which drives the overall funding for the AIP, is approved annually by the Compensation Committee. In determining whether to approve the Corporate Scorecard each year, the Compensation Committee considers a number of factors, including whether the goals are consistent with and likely to enhance corporate performance and long-term shareholder value and discourage executives from pursuing short-term goals that may not be consistent with achieving such long-term success, as well as the level of difficulty associated with attainment of each goal in the scorecard. The 2024 Corporate Scorecard objectives, shown below with final performance results, were directly aligned to the Board-approved 2024 business plan and our key business priorities, as follows:

  50. Corporate Scorecard

    Financial performance, including net income, return on equity and operating expense management, constituted 65% of the overall scorecard weight as sustaining profitability was critical to delivering on shareholder expectations. Management and the Committee incorporate feedback from shareholders, analysts, consultants and other stakeholders when developing the scorecard objectives and metrics. Specifically, to emphasize the importance of GAAP net income in our 2024 scorecard, we removed the adjusted pre-tax net income metric and increased the weight of the GAAP net income metric compared to 2023, and added a potential penalty if GAAP net income results were again below threshold (see Net Income Modifier below). Also, the adjusted return on equity objective encompassed the full year in 2024 versus the second half in 2023. Additionally, we continued to place at least 25% weight on prudent growth initiatives, adding objectives in MSR growth and recapture rate to emphasize the importance of originations success to our balanced business model, and again aligning our cash yield targets to levels that maximize MSR volume purchases and pre-tax net income based on our annual business plan. Our focus on maintaining key employees in the midst of change is vital to our long-term success and our mission, values and operating principles. Additionally, because “helping homeowners is what we do”, the scorecard results are adjusted +/- 20% by a service excellence modifier that assesses how we deliver on our commitments to our customers and clients. The Compensation Committee establishes the “target” performance of each goal at a level that it intends to be challenging to achieve, a “threshold” level for each goal that must be met in order for any portion of the incentive to be paid with respect to that goal, and an outstanding or “maximum” level for each goal that would result in payment of the maximum bonus opportunity with respect to that goal. The chart below depicts the level of achievement for a given objective on the scorecard and the corresponding incentive leverage that is applied to the target funding for the given objective.

  51. Corporate Scorecard

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

  52. Corporate Scorecard

    The Committee measured the level of performance achievement against scorecard and modifier objectives using quantitative assessments. The level of achievement was determined using straight-line interpolation between the “threshold”, “target” and “maximum” anchor posts, as applicable. Qualitative assessments were also applied to ensure achievement levels were consistent with expected broader strategic outcomes. Prior to the Committee’s assessment of the level of performance achieved against scorecard and modifier objectives, the information on which the Committee based its assessment was first reviewed and verified by the Company’s internal audit, finance and risk management functions. Based on the Company’s final performance and the relative weightings assigned to each objective in both the Scorecard and modifier, the overall Corporate Scorecard funding was 134%, which was then multiplied by the 107% service excellence modifier for total results of 143%. Our Corporate Scorecard and service excellence modifier and corresponding achievement levels for each are detailed below:

  53. Corporate Scorecard

    | Corporate Scorecard Objective(1) | Objective Weight | Threshold | Target | Maximum | Performance Outcome | Performance Achievement | Weighted Performance Achievement | | Enterprise Profitability(2) | | | | | | | | | 1a. Full-Year GAAP Net Income ($M) | 25% | $-11.8 | $1.7 | $11.7 | $33.4 | 150% | 38% | | 1b. Full-Year Adjusted Pre-Tax Return On Equity (Adjusted ROE) | 25% | 8.5% | 11.6% | 13.7% | 20% | 150% | 38% | | Segment Productivity | | | | | | | | | 2a. Servicing Efficiency Ratio Adjusted operating Expense (excluding corporate overhead) / Net Revenue | 8% | 32.4% | 30.8% | 29.3% | 28.9% | 150% | 12% | | 2b. Originations Efficiency Ratio Adjusted operating Expense (excluding corporate overhead) / Revenue | 2% | 72.8% | 69.3% | 65.8% | 57.4% | 150% | 3% | | 2c. Corporate Functions Adjusted Operating Expenses Adjusted operating expenses before overhead allocations | 5% | $136 | $130 | $124 | $134 | 67% | 3% | | Prudent Growth | | | | | | | | | 3a. Gross Recapture Rate | 6.5% | 4.0% | 5.6% | 8.0% | 8.0% | 150% | 10% | | 3b. Originations Cash Yield Correspondent originated and Co-Issue purchased at cash yields % higher than cost of capital | 6.5% | 0.00% | 0.27% | 0.53% | 0.68% | 150% | 10% | | 3c. MSR Growth Gross Forward and Reverse MSR additions ($B UPB) | 4% | $22.1 | $24.5 | $26.9 | $40.6 | 150% | 6% | | 3d. Subservicing Growth Gross Forward and Reverse subservicing additions, including MAV and MSR-X ($B UPB) | 4% | $54.9 | $68.7 | $82.4 | $44.9 | —% | —% | | 3e. Servicing End-of-Year Total UPB ($B) | 4% | $297.8 | $315.5 | $332.5 | $301.7 | 61% | 2% | | Employees | | | | | | | | | 4a. Employee Engagement Employee engagement survey results versus 2023 pulse survey (percentage point difference) | 5% | -12 | +/-8 | 12 | 1.0 | 100% | 5% | | 4b. Equal Opportunity & Inclusion Execute against the objectives contained in the four pillars of the equal opportunity and inclusion road map (% of objectives met) | 5% | 80% | 90% | 100% | 100% | 150% | 8% | | TOTAL | 100% | | | | | | 134% |

  54. Corporate Scorecard

    | (2) Full-Year GAAP Net Income and Adjusted Pre-Tax ROE are inclusive of expense accrual for AIP. For a discussion of how we measure adjusted pre-tax return on equity and a reconciliation to financial measures prepared under Generally Accepted Accounting Principles (GAAP), please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025. |

  55. Metrics Amended for Strategic Transactions

    Metrics Amended for Strategic Transactions During the course of 2024, the Board approved a series of strategic transactions to strengthen our balance sheet, lower interest expense and create greater value for our shareholders, which were not incorporated into the 2024 Business Plan at the time the Board approved the AIP scorecard. These transactions include the Waterfall reverse asset acquisition, sale of our interest in MAV and corporate debt refinancing. In consideration of their accretive impact on our business, the Committee amended the targets and other metrics of objectives impacted by these strategic transactions, including profitability (net income, the net income modifier and adjusted ROE), MSR growth, servicing efficiency ratio and corporate operating expenses), to reflect the actual outcomes of those transactions. As a result, the achievement levels of net income (objective 1a) and corporate operating expenses (2c) increased versus the original scorecard. All other metrics’ achievement levels would not be impacted by the adjustments to metrics.

  56. Net Income Modifier

    Net Income Modifier Award opportunities for select members of senior leadership, including all NEOs, were subject to an additional funding modifier based on Full-Year GAAP Net Income results (see objective 1a above): results below threshold level will reduce Corporate Scorecard funding for those participants by up to 15 percentage points, and results above maximum will increase Corporate Scorecard funding for those participants by up to 15 percentage points. The modifier is added or subtracted from final allocated funding, described further below.

  57. Net Income Modifier

    | | Negative Modifier (Up to -15%) | | Positive Modifier (Up to 15%) | | | | | Net Income Modifier | Negative Modifier Maximum | Scorecard Threshold | Scorecard Maximum | Positive Modifier Maximum | Performance Outcome | Modifier Results | | 1a. Full-Year GAAP Net Income ($M)(1) | $-18.3 | $-11.8 | $11.7 | $18.2 | $33.4 | 15% |

  58. Net Income Modifier

    | (1) Modifiers are approximately 155% of scorecard objective 1a’s threshold (-$18.3M from -$11.8M) and maximum ($18.2M from $11.7M). |

  59. Organizational Performance Funding Allocation by Business Unit

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

  60. Performance Assessments and Calculation of Total 2024 AIP Awards

    Performance Assessments and Calculation of Total 2024 AIP Awards After careful consideration, the Compensation Committee – and the full Board, in the case of the CEO – assessed each NEO’s performance leading their respective business unit’s achievement of its financial and operating objectives to determine organizational performance funding, and assigned individual performance multipliers reflective of risk and compliance objectives and leadership expectations and behaviors that further differentiated their performance, as described below.

  61. Performance Assessments and Calculation of Total 2024 AIP Awards

    | Name | Organizational Performance Funding (%)x | Individual Performance Multiplier (%) | + | Net Income Modifier (%) | = | Final Award as a Percent of Target Value (%) | | Glen A. Messina | 143% | 120% | | 15% | | 187% | | Sean B. O’Neil | 144% | 106% | | 11% | | 164% | | Scott W. Anderson | 147% | 110% | | 15% | | 177% | | Aaron D. Wade | 155% | 110% | | 30% | | 200% | | Dennis Zeleny | 144% | 117% | | 7.5% | | 176% |

  62. Performance Assessments and Calculation of Total 2024 AIP Awards

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

  63. 2024 Long-Term Incentive (LTIP) Awards

    2024 Long-Term Incentive (LTIP) Awards The annual grant of LTIP awards is designed to promote actions and decisions aligned with our strategic objectives and reward our executives and other program participants for long-term value creation for our shareholders in a manner that is consistent with our pay-for-performance philosophy. The Compensation Committee periodically reviews the granting of equity awards to employees based on such factors as Company performance, market competitive conditions and advice from its independent compensation consultant. Our long-term incentive opportunity for eligible employees, including executive officers, was provided through equity awards under the 2021 Equity Incentive Plan (the 2021 Plan) adopted by shareholders on May 25, 2021 and amended May 28, 2024. The 2021 Plan authorized the grant of restricted stock, restricted stock units, options, stock appreciation rights or other equity-based awards, including cash-settled awards, to our employees (including executive officers), directors, advisors and consultants. We have made grants under the 2021 Plan only to employees and directors. We implemented the 2021 Plan to motivate employees to make extraordinary efforts to achieve significant improvements to shareholder value, support retention of key employees and align the interests of our employees with the interests of our shareholders. 2024 LTIP awards include both a time-vesting component for retention purposes and a performance-based component to align with pay-for-performance objectives. Half of the target value is granted as RSUs vesting in equal thirds on the first, second and third anniversaries of the grant, and half is granted as PRSUs vesting on the third anniversary of the grant based on TSR compared to a performance peer group selected for the awards. The use of the relative TSR metric aligns management incentives directly with shareholder value creation within the context of our industry segment. The Compensation Committee selected the following peer group as the comparator for relative TSR performance, including competitors in the mortgage finance industry and mortgage real estate investment trusts.

  64. 2024 Long-Term Incentive (LTIP) Awards

    | Annaly Capital Management, Inc. | PennyMac Financial Services, Inc. | | Better Home & Finance Holding Co. | Radian Group Inc. | | Cherry Hill Mortgage Investment Corporation | Redwood Trust, Inc. | | Finance of America Companies, Inc. | Rithm Capital Corp. | | Guild Holdings Company | Rocket Companies, Inc. | | loanDepot, Inc. | Two Harbors Investment Corp. | | MGIC Investment Corporation | UWM Holdings Corporation | | Mr. Cooper Group Inc. | |

  65. 2024 Long-Term Incentive (LTIP) Awards

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

  66. 2024 Long-Term Incentive (LTIP) Awards

    | Period # | Measurement Period | % of Target PRSUs Assigned to Measurement Period | | 1 | March 29, 2024 - March 29, 2025 | 15% | | 2 | March 29, 2025 - March 29, 2026 | 15% | | 3 | March 29, 2026 - March 29, 2027 | 15% | | 4 | March 29, 2024 - March 29, 2027 | 55% |

  67. 2024 Long-Term Incentive (LTIP) Awards

    If the Company achieves relative TSR at the (i) 25th percentile of its peer group for any measurement period (threshold level), 50% of the target PRSUs are eligible to vest, (ii) 50th percentile of its peer group for any measurement period (target level), 100% of the target PRSUs are eligible to vest, and (iii) 100th percentile, or ranked first overall, of its peer group for any measurement period (maximum level), 200% of the target PRSUs are eligible to vest. The number of target PRSUs that may be eligible to become vested based on relative TSR performance during each measurement period is interpolated between the applicable performance levels. No PRSUs will be earned for a specific measurement period if TSR is below threshold. Units credited based on TSR for any performance period are subject to continued service through the third anniversary of the grant. The table below shows the annual target value opportunities for our NEOs, as approved by the Compensation Committee, granted in 2024, which will be settled in shares.

  68. 2024 Long-Term Incentive (LTIP) Awards

    | Name | Annual Target Value Granted as Restricted Stock Units ($) | Annual Target Value Granted as Performance-Restricted Stock Units ($) | Total Annual Target Value ($) | | Glen A. Messina(1) | 2,000,000 | 2,000,000 | 4,000,000 | | Sean B. O’Neil | 325,000 | 325,000 | 650,000 | | Scott W. Anderson | 300,000 | 300,000 | 600,000 | | Aaron D. Wade(1) | 161,250 | 161,250 | 322,500 | | Dennis Zeleny | 300,000 | 300,000 | 600,000 |

  69. 2024 Long-Term Incentive (LTIP) Awards

    | (1) Our 2025 LTIP grant was made March 15, 2025. Mr. Messina’s target value increased to $4,500,000 and Mr. Wade’s target value increased to $375,000 from their 2024 targets, in recognition of significant contributions to the Company. Additionally, Mr. Wade received a cash retention award of $75,000 which vests after one year, subject to continued employment, to incentivize retention. |

  70. 2024 Long-Term Incentive (LTIP) Awards

    To account for the volatility of the market at the time of grant and as approved by the Compensation Committee, target values set forth in the table above were converted into the target number of units granted based on the 30-trading-day average closing share price ending on the grant date rather than the closing share price on that date. Grants for all NEOs were made on March 29, 2024 using the 30-trading-day average closing share price of $26.13 rather than the $27.01 closing share price on that date, resulting in a 3% increase in the number of units granted compared to the number of units that would have resulted using $27.01 as the denominator. When combined with the application of the Monte Carlo simulation to the performance-based restricted stock units, as discussed in footnote (2) to the Summary Compensation Table, accounting grant date fair values for the awards were 16% higher than the values reflected in the above table.

  71. Performance Results of Long-Term Incentive Awards

    Performance Results of Long-Term Incentive Awards Since the annual LTIP program was introduced March 29, 2019, half of all executives’ annual long-term equity targets have been granted as performance-based units based on TSR performance during applicable measurement periods to align with pay-for-performance objectives. In 2020, we adopted a multi-period relative TSR performance measurement structure used through 2024, in which the final number of PRSUs that are eligible to vest is determined by Onity’s TSR rank relative to a performance peer group during each of four weighted performance periods – three annual periods and one three-year period – as described above. Each LTIP grant year uses a different performance peer group, and the performance periods are established based on the grant date and subsequent anniversaries. Following is an outline of performance for awards granted 2020-2024 as of March 31, 2025.

  72. Performance Results of Long-Term Incentive Awards

    | Performance Period | 1 (Year 1) | 2 (Year 2) | 3 (Year 3) | 4 (Years 1-3) | Total | | Weight | 15% | 15% | 15% | 55% | 100% | | 3/30/2020 LTIP PRSU Performance(1) | | | | | | | Relative TSR Percentile | 70.7% | 26.9% | 97.6% | 80.3% | — | | Achievement Level | 141.4% | 53.8% | 195.2% | 160.6% | — | | Weighted Achievement | 21.2% | 8.1% | 29.3% | 88.3% | 146.9% | | 3/2/2021 LTIP PRSU Performance(2) | | | | | | | Relative TSR Percentile | 87.6% | 66.6% | 10.3% | 57.1% | — | | Achievement Level | 175.2% | 133.2% | —% | 114.2% | — | | Weighted Achievement | 26.3% | 20.0% | —% | 62.8% | 109.1% | | 3/31/2022 LTIP PRSU Performance(3) | | | | | | | Relative TSR Percentile | 90.9% | 6.1% | 80.5% | 39.0% | — | | Achievement Level | 181.8% | —% | 161.0% | 78.0% | — | | Weighted Achievement | 27.3% | —% | 24.2% | 42.9% | 94.3% | | 4/3/2023 LTIP PRSU Performance(4) | | | | | | | Relative TSR Percentile | 6.0% | 82.6% | 50.0% | 23.6% | — | | Achievement Level | —% | 165.2% | 100.0% | —% | — | | Weighted Achievement | —% | 24.8% | 15.0% | —% | 39.8% | | 7/31/2023 Special PRSU Performance(5) | | | | | | | Relative TSR Percentile | — | — | — | — | —% | | Achievement Level | — | — | — | — | 50% | | 3/29/2024 LTIP PRSU Performance(6) | | | | | | | Relative TSR Percentile | 75.4% | 50.0% | 50.0% | 74.8% | — | | Achievement Level | 150.8% | 100.0% | 100.0% | 149.6% | — | | Weighted Achievement | 22.6% | 15.0% | 15.0% | 82.3% | 134.9% |

  73. Performance Results of Long-Term Incentive Awards

    | (1) 2020: Final results as of March 30, 2023. |

  74. Performance Results of Long-Term Incentive Awards

    | (2) 2021: Final results as of March 2, 2024. |

  75. Performance Results of Long-Term Incentive Awards

    | (3) 2022: Final results as of March 31, 2025. |

  76. Performance Results of Long-Term Incentive Awards

    | (4) 2023: Results for Period 1 are final. For illustrative purposes only, Periods 2 and 4 reflect interim results and Period 3, which has not yet begun, is shown at target (50th percentile). |

  77. Performance Results of Long-Term Incentive Awards

    | (5) 2023 Special: Final results as of July 31, 2024. These awards used only a one-year performance period. |

  78. Performance Results of Long-Term Incentive Awards

    | (6) 2024: Results for Period 1 are final. For illustrative purposes only. Period 4 reflects interim results and Periods 2 and 3, which either has one day of performance or has not yet begun, are shown at target (50th percentile). |

  79. Restrictive Covenants

    Restrictive Covenants All of our NEOs have executed an intellectual property and non-disclosure agreement. This agreement requires the NEO to hold all “confidential information” in trust for us and prohibits the NEO from using or disclosing such confidential information except as necessary in the regular course of our business or as otherwise required by law. In connection with the special cash awards granted in 2020, Messrs. Anderson and Zeleny agreed to certain non-compete covenants during their term of employment. From time to time, we enter into separation agreements with executive officers that contain non-competition and non-solicitation provisions. In addition, certain of our equity award agreements contain provisions that provide that post-retirement vesting or exercise of the award, as applicable, is dependent on compliance with certain covenants.

  80. Summary Compensation Table - 2022, 2023 and 2024

    Summary Compensation Table - 2022, 2023 and 2024 The following table provides information concerning the compensation of our named executive officers for the 2024, 2023 and 2022 fiscal years. For more information about the elements of the compensation paid to our named executive officers, see “Compensation Discussion and Analysis” above.

  81. Summary Compensation Table - 2022, 2023 and 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Glen A. Messina President and Chief Executive Officer | 2024 | 1,000,000 | — | 4,636,793 | — | 2,801,316 | 10,350 | 8,448,459 | | | 2023 | 1,000,000 | — | 5,563,820 | — | 1,580,061 | 9,900 | 8,153,781 | | | 2022 | 972,308 | — | 4,233,065 | — | 815,196 | 9,150 | 6,029,718 | | Sean B. O’Neil(4) Executive Vice President and Chief Financial Officer | 2024 | 550,000 | 125,000 | 753,467 | — | 900,000 | 10,350 | 2,338,817 | | | 2023 | 550,000 | 250,000 | 1,088,238 | — | 569,388 | — | 2,457,626 | | | 2022 | 285,577 | 125,000 | 2,010,228 | — | 278,586 | — | 2,699,391 | | Scott W. Anderson Executive Vice President and Chief Servicing Officer | 2024 | 500,000 | — | 695,519 | — | 884,000 | 10,350 | 2,089,869 | | | 2023 | 500,000 | — | 1,053,239 | — | 574,750 | 9,900 | 2,137,889 | | | 2022 | 500,000 | 350,000 | 529,126 | — | 294,800 | 9,150 | 1,683,076 | | Dennis Zeleny Executive Vice President and Chief Administrative Officer | 2024 | 500,000 | — | 695,519 | — | 880,000 | 10,350 | 2,085,869 | | | 2023 | 500,000 | — | 1,029,589 | — | 563,750 | 9,900 | 2,103,239 | | | 2022 | 493,077 | 259,000 | 423,288 | — | 291,246 | 9,150 | 1,475,762 | | Aaron D. Wade Executive Vice President, Chief Investment Officer | 2024 | 432,945 | — | 573,848 | — | 829,000 | 10,350 | 1,846,143 |

  82. Summary Compensation Table - 2022, 2023 and 2024

    | (1) Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC 718. These amounts do not represent the actual amounts paid to or realized by the executive. We based the grant date fair value of stock awards with a service condition on the closing prices of our common stock as reported on the New York Stock Exchange on the date of grant of the awards. The grant date fair value of stock unit awards with both a service condition and a market-based vesting condition is based on the output of a Monte Carlo simulation. Additional detail regarding the calculation of these values is included in Note 23 to our audited financial statements for the fiscal year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025. As to the stock awards granted in 2024 with market-based vesting conditions, the grant date fair value of each of these awards (calculated based on the output of a Monte Carlo simulation, which is the value of these awards included in the Summary Compensation Table above) is presented in the “Grants of Plan-Based Awards for 2024” table below, and the value of these awards assuming that the highest level of performance conditions will be achieved is $7,206,241 for Mr. Messina, $1,171,011 for Mr. O’Neil, $1,080,936 for Mr. Anderson, $1,080,936 for Mr. Zeleny and $781,009 for Mr. Wade. |

  83. Summary Compensation Table - 2022, 2023 and 2024

    | (2) Represents annual cash incentive compensation earned in the corresponding year and paid in the first quarter of the following year. |

  84. Summary Compensation Table - 2022, 2023 and 2024

    | (3) For 2024, reflects employer matching contributions made under the Onity Group Inc. 401(k) Savings Plan. |

  85. Summary Compensation Table - 2022, 2023 and 2024

    | (4) Mr. O’Neil assumed the role of Executive Vice President and Chief Financial Officer on June 13, 2022. In 2024, he received the third installment of his signing bonus, which is reported in the “Bonus” column. |

  86. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table provides information related to awards granted in 2024 under our 2021 Equity Incentive Plan and our Annual Incentive Plan, as amended.

  87. Grants of Plan-Based Awards for 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($) | Awards (2) ($) | | Glen A. Messina | 3/29/2024 | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | | 3/29/2024(3) | — | — | — | 38,270 | 76,540 | 153,080 | — | — | — | 2,569,448 | | | 3/29/2024(4) | — | — | — | — | — | — | 76,540 | — | — | 2,067,345 | | Sean B. O’Neil | 3/29/2024 | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | — | — | | | 3/29/2024(3) | — | — | — | 6,219 | 12,438 | 24,876 | — | — | — | 417,544 | | | 3/29/2024(4) | — | — | — | — | — | — | 12,437 | — | — | 335,923 | | Scott W. Anderson | 3/29/2024 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | | 3/29/2024(3) | — | — | — | 5,740 | 11,481 | 22,962 | — | — | — | 385,417 | | | 3/29/2024(4) | — | — | — | — | — | — | 11,481 | — | — | 310,102 | | Dennis Zeleny | 3/29/2024 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | | 3/29/2024(3) | — | — | — | 5,740 | 11,481 | 22,962 | — | — | — | 385,417 | | | 3/29/2024(4) | — | — | — | — | — | — | 11,481 | — | — | 310,102 | | Aaron D. Wade | 3/29/2024 | 207,261 | 414,522 | 829,044 | — | — | — | — | — | — | — | | | 3/29/2024(3) | — | — | — | 3,085 | 6,171 | 12,342 | — | — | — | 207,160 | | | 3/29/2024(4) | — | — | — | — | — | — | 6,171 | — | — | 166,679 | | | 3/29/2024(5) | — | — | — | — | — | — | 7,405 | — | — | 200,009 |

  88. Grants of Plan-Based Awards for 2024

    | (1) These amounts represent the potential non-equity compensation that would have been earned by each respective executive officer for 2024 service under the different achievement levels under their 2024 annual incentive opportunity, which are more fully discussed in “Compensation Discussion and Analysis,” pursuant to our Annual Incentive Plan. Under our current compensation structure, all non-equity incentive compensation is paid to the executive officer within the first four months of the year following the year in which service was rendered. The actual amount of non-equity incentive compensation that was paid to our named executive officers for 2024 service is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |

  89. Grants of Plan-Based Awards for 2024

    | (2) See footnote (1) under “Summary Compensation Table” above for detail regarding the methodology used to calculate Grant Date Fair Value. |

  90. Grants of Plan-Based Awards for 2024

    | (3) PRSU awards are earned based on the Company’s TSR relative to its peer group during multiple performance periods spanning March 29, 2024 through March 29, 2027, and vest at the third anniversary of the grant date. Awards will be settled in equity, if earned. Refer to “Compensation Discussion and Analysis - 2024 Long-Term Incentive (LTIP) Awards” for additional details. |

  91. Grants of Plan-Based Awards for 2024

    | (4) RSU awards granted on March 29, 2024, vest in three equal installments on the first, second and third anniversary dates of the grant, subject to continued employment. Awards are settled in equity, but they do not have any rights of a shareholder with respect to any of the shares subject to the award until such units are vested. |

  92. Grants of Plan-Based Awards for 2024

    | (5) RSU award granted March 29, 2024 and vests after 18 months, subject to continued employment. Award settles in equity, but does not have any rights of a stockholder with respect to any of the shares subject to the award until such units are vested. Mr. Wade received these special RSUs to strengthen his commitment to the Company and recognize his exceptional performance in serving our customers and clients. |

  93. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards at December 31, 2024 for our named executive officers.

  94. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Glen A. Messina | 17,799 | 61.80 | 10/4/2028 | - | - | - | - | | | - | - | - | 24,510(3) | 752,702 | - | - | | | - | - | - | 46,751(4) | 1,435,723 | - | - | | | - | - | - | 76,540(5) | 2,350,543 | - | - | | | - | - | - | - | - | 147,058(6) | 4,516,151 | | | - | - | - | - | - | 35,063(7) | 1,076,785 | | | - | - | - | - | - | 153,080(8) | 4,701,087 | | Sean B. O’Neil | - | - | - | 4,365(3) | 134,049 | - | - | | | - | - | - | 25,773(9) | 791,489 | - | - | | | - | - | - | 7,597(4) | 233,304 | - | - | | | - | - | - | 12,437(5) | 381,940 | - | - | | | - | - | - | - | - | 26,188(6) | 804,233 | | | - | - | - | - | - | 5,698(7) | 174,986 | | | - | - | - | - | - | 24,876(8) | 763,942 | | Scott W. Anderson | 2,185 | 152.10 | 2/24/2025 | - | - | - | - | | | - | - | - | 3,064(3) | 94,095 | - | - | | | - | - | - | 7,012(4) | 215,339 | - | - | | | - | - | - | 11,481(5) | 352,582 | - | - | | | - | - | - | - | - | 18,382(6) | 564,511 | | | - | - | - | - | - | 5,259(7) | 161,504 | | | - | - | - | - | - | 22,962(8) | 705,163 | | Dennis Zeleny | - | - | - | 2,451(3) | 75,270 | - | - | | | - | - | - | 7,012(4) | 215,339 | - | - | | | - | - | - | 11,481(5) | 352,582 | - | - | | | - | - | - | - | - | 14,706(6) | 451,621 | | | - | - | - | - | - | 5,259(7) | 161,504 | | | - | - | - | - | - | 22,962(8) | 705,163 | | Aaron D. Wade | - | - | - | 3,418(3) | 104,967 | - | - | | | - | - | - | 3,506(4) | 107,669 | - | - | | | - | - | - | 6,171(5) | 189,511 | - | - | | | | | | 7,405(10) | 227,408 | | | | | - | - | - | - | - | 9,220(6) | 283,146 | | | - | - | - | - | - | 2,629(7) | 80,737 | | | - | - | - | - | - | 12,342(8) | 379,023 |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (1) Consists of equity awards with respect to which, as of December 31, 2024, the applicable time-based and/or performance vesting criteria have not been met. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (2) The dollar amounts shown in these columns are determined by multiplying the number of unvested shares or units subject to the award by $30.71, the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2024. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents RSUs granted March 31, 2022 to all but Messrs. O’Neil and Wade, April 5, 2022 to Mr. Wade and June 13, 2022 to Mr. O’Neil. One-third of granted units vested on each of the first and second anniversaries of the grant, with the remaining units vesting on the third anniversary of the grant date, and which will settle in shares. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents RSUs granted April 3, 2023. One-third of granted units vested on the first anniversary of the grant, with the remaining units vesting in equal tranches on the second and third anniversaries of the grant date, and which will settle in shares. |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents RSUs granted March 29, 2024, vesting in equal tranches on the first, second and third anniversaries of the grant date, and which will settle in shares. |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents PRSUs granted March 31, 2022, vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to its peer group during four weighted performance periods (the first from March 31, 2022 through March 31, 2023 weighted at 15%, the second from March 31, 2023 through March 31, 2024 weighted at 15%, the third from March 31, 2024 through March 31, 2025 weighted at 15%, and the fourth from March 31, 2022 through March 31, 2025 weighted at 55%). Performance during the first and second periods earned 181.1% and 0% of target units, respectively, subject to continued vesting requirements. Amounts reported assume maximum levels of achievement. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents PRSUs granted April 3, 2023, vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to its peer group during four weighted performance periods (the first from April 3, 2023 through April 3, 2024 weighted at 15%, the second from April 3, 2024 through April 3, 2025 weighted at 15%, the third from April 3, 2025 through April 3, 2026 weighted at 15%, and the fourth from April 3, 2023 through April 3, 2026 weighted at 55%). Performance during the first period earned 0% of target units. Amounts reported assume threshold levels of achievement. |

  102. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents PRSUs granted March 29, 2024, vesting on the third anniversary of the grant date. These PRSUs are earned based on the Company’s TSR relative to its peer group during multiple performance periods between March 29, 2024 through March 29, 2027, as described in the “2024 Long-Term Incentive Awards” section above, and which will settle in shares, if earned. Amounts reported assume maximum levels of achievement. |

  103. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents RSUs granted June 13, 2022 to Mr. O’Neil. One-fourth of granted units vested on each of the first and second anniversaries of the grant, with the remaining units vesting in equal tranches on the third and fourth anniversaries of the grant date, and which will settle in shares. |

  104. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents RSUs granted March 29, 2024 to Mr. Wade, vesting on September 29, 2025, and which will settle in shares. |

  105. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table provides information relating to the amounts realized on the exercise of options and the vesting of restricted stock during fiscal year 2024 for the individuals named in the Summary Compensation Table.

  106. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Glen A. Messina | — | — | 144,241 | 3,802,454 | | Sean B. O’Neil | — | — | 25,865 | 643,785 | | Scott W. Anderson | — | — | 21,435 | 573,793 | | Dennis Zeleny | — | — | 20,633 | 551,305 | | Aaron D. Wade | — | — | 8,199 | 219,523 |

  107. Option Exercises and Stock Vested During 2024

    | (1) No options were exercised during 2024. |

  108. Option Exercises and Stock Vested During 2024

    | (2) The dollar amounts shown in this column for stock awards are calculated based on the closing price of a share of our common stock on the New York Stock Exchange on the date of vesting. |

  109. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We would treat any termination of employment of a named executive officer as we believe is appropriate in light of the circumstances, subject to the terms of our agreements with the executive, including Severance Plans, employment offer letters, any equity award agreement and the intellectual property, non-disclosure, non-competition and non-solicitation agreements discussed above under “Restrictive Covenants,” and our clawback policy, as applicable. In addition, a named executive officer would typically retain any vested portion of prior equity awards granted through the Annual Incentive Plan, our prior 2007 and 2017 equity incentive plans and the 2021 Plan. We believe that the provisions in our option, RSU and PRSU award agreements relating to change in control support our compelling business need to incentivize the retention of key employees during the uncertain times preceding a potential change in control. As described below, our RSUs and PRSUs provide for accelerated vesting following a change in control only if such change in control is followed by actual or constructive termination (i.e., a “double trigger”), in order to further incentivize post-change in control retention and engagement.

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

    Tabular Disclosure of Payments on Termination or Change in Control The table below sets forth the potential benefits that each named executive officer serving as of December 31, 2024 would have been entitled to receive from the Company as described above upon a termination of employment under the circumstances described above, and the potential benefits that each individual would have been entitled to receive with respect to accelerated vesting of equity awards had a termination of employment under the circumstances described above or a change in control of the Company occurred, assuming that the event occurred on the last day of fiscal year 2024. The value of any outstanding equity awards that would accelerate is determined by multiplying (i) the number of unvested restricted stock units held by the named executive officer that would accelerate by (ii) $30.71, the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2024. Additionally, at that share price, no stock options for which vesting would accelerate had value.

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

    | Potential Payments upon Termination of Employment or Change in Control | | | | | | | | | | Name | Voluntary Termination without Good Reason or Involuntary Termination for Cause | Voluntary Resignation with Good Reason | Involuntary Termination Not for Cause | Change in Control without Termination | Change in Control with Qualifying Termination | Disability | Death | Retirement | | Glen A. Messina | — | 5,336,397 | 9,114,058 | — | 20,043,528 | 5,850,480 | 6,850,480 | 3,777,661 | | Sean B. O’Neil | — | 1,766,489 | 2,362,093 | — | 4,069,216 | 1,156,320 | 1,981,320 | 814,320 | | Scott W. Anderson | — | 750,000 | 1,302,464 | — | 2,755,634 | 811,563 | 1,561,563 | 552,464 | | Dennis Zeleny | — | 750,000 | 1,288,273 | — | 2,681,930 | 745,557 | 1,495,557 | 538,273 | | Aaron D. Wade | — | 720,000 | 1,161,541 | — | 2,155,711 | 571,500 | 1,291,500 | 441,541 |

  112. Pay Versus Performance

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

  113. Pay Versus Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Compensation Table Total for non-CEO NEOs(1) ($) | Compensation Actually Paid to non-CEO NEOs(2) ($) | Total Shareholder Return(3)($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($MM) | Adjusted Pre-Tax Return On Equity (ROE)(6) | | 2024 | 8,448,459 | 8,656,685 | 2,090,175 | 2,064,075 | 149 | 160 | 33.4 | 20% | | 2023 | 8,153,781 | 4,818,659 | 2,345,570 | 1,622,072 | 150 | 133 | (63.7) | 10% | | 2022 | 6,029,718 | 2,722,635 | 1,739,912 | 1,223,474 | 149 | 103 | 25.7 | (17)% | | 2021 | 6,627,653 | 10,670,774 | 1,644,825 | 1,837,428 | 195 | 124 | 18.1 | 12% | | 2020 | 4,587,915 | 9,451,692 | 1,511,467 | 2,283,997 | 141 | 105 | (40.2) | 11% |

  114. Pay Versus Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported for each corresponding year in the “Total” column of the Summary Compensation Table (below for 2024) for our CEO and non-CEO NEOs as a group. Our CEO was Glen Messina. Our NEOs for each applicable year were as follows: (i) for 2024, Scott W. Anderson, Sean B. O’Neil, Aaron Wade and Dennis Zeleny, (ii) for 2023, Scott W. Anderson, George T. Henley, Sean B. O’Neil and Dennis Zeleny, (iii) for 2022, Scott W. Anderson, George T. Henley, Sean B. O’Neil, Dennis Zeleny, June C. Campbell and Albert J. Celini; (iv) for 2021, Scott W. Anderson, June C. Campbell, George T. Henley, Dennis Zeleny and Timothy J. Yanoti; and (v) for 2020, Scott W. Anderson, John V. Britti, June C. Campbell and Dennis Zeleny. |

  115. Pay Versus Performance

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

  116. Pay Versus Performance

    | Executive(s) | Year | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments(a) ($) | Compensation Actually Paid ($) | | CEO | 2024 | 8,448,459 | (4,636,793) | 4,845,019 | 8,656,685 | | | 2023 | 8,153,781 | (5,563,820) | 2,228,698 | 4,818,659 | | | 2022 | 6,029,718 | (4,233,065) | 925,981 | 2,722,635 | | | 2021 | 6,627,653 | (3,914,160) | 7,957,281 | 10,670,774 | | | 2020 | 4,587,915 | (1,316,250) | 6,180,028 | 9,451,692 | | Average of Non-CEO NEOs | 2024 | 2,090,175 | (679,588) | 653,489 | 2,064,075 | | | 2023 | 2,345,570 | (1,034,798) | 311,300 | 1,622,072 | | | 2022 | 1,739,912 | (692,544) | 176,106 | 1,223,474 | | | 2021 | 1,644,825 | (406,315) | 598,919 | 1,837,428 | | | 2020 | 1,511,467 | (321,086) | 1,093,616 | 2,283,997 |

  117. Pay Versus Performance

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

  118. Pay Versus Performance

    | Executive(s) | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Prior Year Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | CEO | 2024 | 5,610,382 | 219,222 | — | (620,838) | (363,747) | 4,845,019 | | | 2023 | 4,955,391 | (402,504) | — | (2,324,188) | — | 2,228,698 | | | 2022 | 5,778,644 | (2,581,410) | — | (864,643) | (1,406,610) | 925,981 | | | 2021 | 5,873,834 | 2,146,897 | — | (42,840) | (20,610) | 7,957,281 | | | 2020 | 5,483,250 | 795,627 | — | (93,059) | (5,790) | 6,180,028 | | Average of Non-CEO NEOs | 2024 | 818,633 | 15,428 | — | (68,214) | (112,358) | 653,489 | | | 2023 | 731,721 | (257,444) | 56,560 | (134,341) | (85,196) | 311,300 | | | 2022 | 783,097 | (120,491) | 6,852 | (133,625) | (359,728) | 176,106 | | | 2021 | 598,919 | 281,960 | — | (6,938) | (275,022) | 598,919 | | | 2020 | 1,027,903 | 81,250 | — | (10,969) | (4,568) | 1,093,616 |

  119. Pay Versus Performance

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

  120. Pay Versus Performance

    | (4) Cumulative TSR performance of our peer group is weighted by their respective market capitalization as of December 31, 2019. Our peer group is the same peer group described below in “Role of Compensation Committee”. Current peer group companies Guild Holdings Company, loanDepot and UWM Holdings are not included in the weighted average cumulative TSR calculation because they were publicly listed after the beginning of the five-year measurement period. Similarly, cumulative TSR performance of companies used in our peer group used in 2021-2023 who have since been delisted are not included in the weighted average cumulative TSR calculation, including Home Point Capital. Peer Group Total Shareholder Return values for our peer group used in 2021-2023 would be $155, $134, $105, $125, and $102 for 2024, 2023, 2022, 2021 and 2020, respectively. We revise our peer group from time to time to accommodate mergers and acquisitions activity within the previous peer group and the evolution of our business model, and to better reflect peers subject to similar regulatory oversight for performance and business practice benchmarking. |

  121. Pay Versus Performance

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

  122. Pay Versus Performance

    | (6) Adjusted Pre-Tax Return On Equity (ROE) is calculated as adjusted pre-tax income divided by the average of beginning common equity and the beginning common equity plus adjusted pre-tax income. For a discussion of how we measure adjusted pre-tax income and a reconciliation to financial measures prepared under GAAP, please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025. |

  123. Pay Versus Performance

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

  124. Pay Versus Performance

    | ● | Cumulative Company TSR and Compensation Actually Paid: In 2020 and 2021, increases to our share price contributed to higher compensation actually paid values versus the Summary Compensation Table value. In 2022, the 23% decrease to our year-end closing share price, plus the forfeiture of our 2019 performance-restricted stock units due to unattained metrics, resulted in a significant reduction in compensation actually paid compared to 2021. In 2023, the above-target achievement of our 2020 performance-restricted stock units resulted in an increase to compensation actually paid compared to 2022. In 2024, the above-target achievement of our 2024 Annual Incentive Plan and 2021 performance-restricted stock units resulted in an increase to compensation actually paid compared to 2023. |

  125. Pay Versus Performance

    | ● | Cumulative Company TSR and Cumulative Peer Group TSR: Our cumulative total shareholder return had been higher than our compensation benchmarking peer group average in the four years prior to 2024, before falling 7% below average in 2024. However, as described below in “2024 Long-Term Incentive (LTIP) Awards”, our LTIP awards use a different peer group as the comparator for relative TSR performance, including competitors in the mortgage finance industry and mortgage real estate investment trusts. Performance against this peer group has been largely above target, as described below in “Performance Results of Long-Term Incentive Awards” and has rewarded our executives accordingly. |

  126. Pay Versus Performance

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

  127. Pay Versus Performance

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

  128. Pay Versus Performance

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