RADIAN GROUP INC
For the period ended Mar 31, 2025. Filed Apr 1, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of
Stockholders and Proxy Statement
DATE: Wednesday, May 21, 2025
TIME: 9:00 a.m. Eastern Daylight Time
PLACE: Live via the Internet. Please visit: www.meetnow.global/MT9KVSD
| OUR CORE VALUESWe embrace six core organizational values that we live by, and that define who we are as an enterprise: | ||
| Deliver the Brand PromiseWe are a customer-centric enterprise striving to be the market leading brand as defined by our customers. | Our People are the DifferenceWe recognize that our people make the difference in our franchise. | |
| Innovate for the FutureWe embrace innovative technologies to strategically differentiate the delivery of our products and services. | Do What’s RightWe will always do the right thing, without compromise. | |
| Create Shareholder ValueWe build long-term shareholder value through sustainable growth and profitability. | Partner to WinWe recognize that we cannot reach our goals alone, so we will develop intelligent strategic alliances with best-in-class partners. | |
OUR IMPACT
“I am proud to be part of a company that lives our values and is deeply dedicated to ensuring affordable, responsible and sustainable homeownership.”
Rick Thornberry, CEO
At Radian, we recognize our responsibility to our employees, customers and communities, and we believe socially responsible and sustainable practices are the right way to do business. Visit https://www.radian.com/who-we-are/corporate-responsibility to learn more about our Corporate Responsibility program. You will also find additional disclosures of relevant metrics related to our company, including those relevant to the Sustainability Accounting Standards Board (SASB) standards for the insurance industry, Task Force on Climate-Related Financial Disclosures (TCFD), and a discussion of how we help support certain United Nations Sustainable Development Goals (UN SDGs).
April 1, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Radian Group Inc., which will be held exclusively in virtual format via live audio webcast at 9:00 a.m. Eastern Daylight Time on May 21, 2025. The accompanying Notice of 2025 Annual Meeting of Stockholders and proxy statement describe the items to be considered and acted upon by the stockholders at the meeting. There is no physical location for the meeting.
For our annual meeting, we have elected to use the internet as the primary means of providing our proxy materials to stockholders. Stockholders of record on the record date will receive a notice of internet availability (the “Notice”) with instructions for accessing the proxy materials and for voting. The Notice provides the information on how to vote, how to attend the meeting, and information on how stockholders who wish to request paper copies of our proxy materials, including a proxy card, may obtain them free of charge.
Regardless of whether you plan to attend the virtual annual meeting, we hope you will vote as soon as possible. Stockholders of record can vote their shares by using the internet. If you received your materials by mail, you also may vote your shares by telephone or by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If you attend the virtual meeting, you may revoke your proxy, if you wish, and vote your shares during the meeting electronically via the internet. Because the representation of stockholders at the annual meeting is very important, we thank you in advance for your participation.
Sincerely,
Elizabeth A. Diffley
Senior Corporate Counsel and Corporate Secretary
550 East Swedesford Road, Suite 350 | Wayne, PA 19087 | 800.523.1988 | radian.com
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| DATE:Wednesday, May 21, 2025TIME:9:00 a.m. Eastern Daylight TimePLACE:Live via the internetPlease visit: www.meetnow.global/MT9KVSDRECORD DATE:Stockholders of record as of the close of business on March 24, 2025, will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting. | ITEMS OF BUSINESS: | |
| 1 | Elect eleven directors, each for a one-year term, to serve until their successors have been duly elected and qualified; | |
| 2 | Conduct an advisory vote to approve the compensation of our named executive officers; | |
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025; and | |
| 4 | In addition to the items above, the Company may transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
Instead of paper copies of this notice of meeting, our 2025 Proxy Statement and our 2024 Annual Report to
Stockholders, many stockholders received the Notice of Internet Availability of Proxy Materials (the “Notice”), which Notice was mailed to stockholders beginning on or about April 1, 2025. The Notice provides instructions on how to access these documents over the internet and information on how stockholders who wish to request paper copies of these proxy materials, including a proxy card, may obtain them free of charge. Electronic delivery enables us to more cost effectively provide you with the information you need while reducing the environmental impact of printing and mailing paper copies.
We have determined that it is in the best interest of Radian and its stockholders to hold the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) “virtually” via live audio webcast. To attend the Annual Meeting or to examine a list of stockholders, go to www.meetnow.global/MT9KVSD at the meeting date and time described above and in the accompanying 2025 Proxy Statement. There is no physical location for the Annual Meeting.
Regardless of whether you plan to attend Radian’s virtual Annual Meeting, we hope you will vote as soon as possible. For instructions about voting, please see “How Shares May Be Voted by Registered Stockholders” and “How Shares May Be Voted if Held in “Street Name”” beginning on page 2 of the 2025 Proxy Statement. Because the representation of stockholders at the Annual Meeting is very important, we thank you in advance for your participation.
By Order of the Board of Directors,
Elizabeth A. Diffley
Senior Corporate Counsel and Corporate Secretary
Wayne, Pennsylvania
April 1, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025:
Our 2025 Proxy Statement and 2024 Annual Report to Stockholders are available at
www.radian.com/StockholderReports.
550 East Swedesford Road, Suite 350 | Wayne, PA 19087 | 800.523.1988 | radian.com
TABLE OF CONTENTS
| Page | |
|---|---|
| Information About Voting | 1 |
| Proposal 1—Election of Directors | 6 |
| Corporate Governance and Board Matters | 21 |
| Proposal 2—Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | 34 |
| Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP | 35 |
| Executive Officers | 37 |
| Beneficial Ownership of Common Stock | 39 |
| Compensation of Executive Officers and Directors | 42 |
| Other Information | 96 |
Website References
Websites referred to in the proxy materials, including this proxy statement, are provided for reference only and are not incorporated by reference into this proxy statement.
i 2025 Proxy Statement
RADIAN GROUP INC.
550 East Swedesford Road, Suite 350
Wayne, Pennsylvania 19087
www.radian.com
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
The board of directors (the “Board”) of Radian Group Inc. (“Radian” or the “Company”) is furnishing this proxy statement to solicit proxies from the Company’s stockholders for use at Radian’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). For our Annual Meeting, we have elected to use the internet as the primary means of providing our proxy materials to stockholders. Stockholders of record on the record date will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials and for voting. The Notice provides information on how to vote, how to attend the meeting, and how stockholders who wish to request paper copies of our proxy materials, including a proxy card, may obtain them free of charge. This proxy statement and our 2024 Annual Report to Stockholders (the “Proxy Materials”) are first being released, and the Notice is being mailed, to stockholders beginning on or about April 1, 2025, to furnish information relating to the business to be transacted at the Annual Meeting. If you would like to receive a printed copy of the Proxy Materials, please follow the instructions included in the Notice. Upon request, we will promptly mail you paper copies of these materials free of charge.
Our Proxy Materials are also available at www.investorvote.com/RDN and at www.radian.com/StockholderReports.
We have determined that it is in the best interest of Radian and its stockholders to hold the Annual Meeting “virtually” via live audio webcast. The virtual Annual Meeting affords our stockholders the same rights and opportunities as an in-person meeting, while allowing them to attend the meeting regardless of their geographic location or other circumstances that could limit their ability to attend an in-person meeting. You will be able to attend the Annual Meeting online, and subject to the eligibility requirements below, you will be able to vote your shares electronically and submit your questions during the meeting by visiting www.meetnow.global/MT9KVSD at the meeting date and time described below. There is no physical location for the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.