Not independent
Tenure on this board
7.7 yrs
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026, and approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect seven nominees to the Board of Directors to serve one-year terms or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Onity’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This non-binding Say-on-Pay proposal asks shareholders to approve the compensation of Onity’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for a compensation program it designed to align pay with performance: a large portion of executive pay is at-risk and tied to a mix of short-term metrics (net income, adjusted pre-tax ROE, originations and servicing growth, efficiency and engagement) and long-term equity awarded with multi-period relative total shareholder return (TSR) performance conditions. The Compensation Committee emphasizes that half of LTIP value is time-based RSUs (for retention) and half PRSUs based on relative TSR versus a mortgage finance/REIT peer set, with PRSUs measured over three annual periods plus a three-year period to balance near-term progress and long-term value creation. The AIP (annual incentive) funding is driven by a corporate scorecard and adjusted by a service excellence modifier and a net income modifier, and individual awards are subject to an individual performance multiplier and risk/compliance considerations. Management argues that these features promote prudent growth, operational excellence, customer satisfaction and risk management while discouraging excessive risk-taking via clawback provisions, holding requirements and double-trigger change-in-control protections. The board’s recommendation to vote FOR rests on the Compensation Committee’s view that the programs are market-informed (using an independent consultant and peer benchmarking), heavily performance-weighted, and responsive to shareholder engagement, including prior Say-on-Pay feedback. Critics could point to the high concentration of pay in equity and the complexity of multiple overlapping performance metrics, which makes direct line-of-sight between some payouts and specific shareholder outcomes less transparent; management counters that the multi-metric approach reduces single-metric gaming and aligns with the company’s balanced servicing-and-originations business model. In sum, the proposal is a governance checkpoint giving shareholders an annual, advisory opportunity to endorse or voice concerns about executive pay design and outcomes, and management recommends supporting it to affirm alignment between pay and long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Long Focus Capital Management, LLC | 6.41% | 540,598 | $21M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.25% | 442,388 | $17M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.29% | 277,716 | $11M |
| 4 | Deer Park Road Corp | 3.01% | 254,054 | $10M |
| 5 | BlackRock, Inc. | 3.00% | 252,773 | $10M |
| 6 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 2.52% | 212,585 | $8M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.44% | 205,489 | $8M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.41% | 203,315 | $8M |
| 9 | BlackRock, Inc. | 2.29% | 193,170 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.67% | 140,868 | $6M |
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