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