Radian Group Inc

This non-binding advisory proposal asks shareholders to approve the compensation paid to Radian’s named executive officers as disclosed in the proxy, providing a periodic signal of shareholder support for pay practices. Management frames the program as pay-for-performance with a heavy emphasis on variable, long-term incentives (approximately 60% performance-based LTI and significant STI contingent on financial and strategic metrics), robust clawback and ownership guidelines, and no problematic pay practices (no hedging, no dividends on unvested awards, limited change-of-control benefits). The board seeks approval to affirm alignment between executive pay and long-term shareholder value, citing specific program features like performance-based RSUs linked to LTI Book Value per Share growth with a TSR modifier, and one-year post-vesting holding periods. The Company notes strong 2025 performance and historical shareholder support (≈96% support in 2025) as context for recommending a “FOR” vote. As an advisory measure the vote does not bind the board but it will be considered in future compensation design decisions and shareholder engagement. The board’s rationale emphasizes retention and alignment during a period of strategic transformation — including the Inigo acquisition and planned divestitures — where executive incentives are intended to drive execution and capital management. For governance-minded investors, the key considerations include the balance of pay-for-performance, disclosure quality, and governance protections (clawbacks, no repricing without approval, independent committee oversight). Potential counterarguments from some investors could focus on quantum of pay, the use of discretion in STI funding, or dilution from equity plans, but management’s disclosure and historical say-on-pay support are presented to mitigate those concerns. Given this context, the proposal functions primarily as a confirmation of the board’s compensation philosophy and its alignment with the company’s strategic transition.

This management proposal requests shareholder approval of a new equity compensation plan that would authorize up to 2,000,000 new shares (plus reuse rules tied to prior-plan returns) for grants to employees, non-employee directors and certain service providers. Management frames the plan as a necessary tool to attract, retain and incentivize talent, particularly in the context of Radian’s strategic transformation following the Inigo acquisition and planned divestitures, where equity incentives are used to align the workforce with long-term value creation. Key plan features that reduce common stockholder concerns include: no evergreen automatic refresh, a 1.31 share-counting adjustment for certain prior-plan restorations, a 5% carve-out for awards that may vest sooner than one year, minimum vesting requirements, prohibition on discounted options and repricing without stockholder approval, limits on director award value, and administration by an independent committee. Management cites a modest dilution profile (the 2,000,000 new shares represent approximately 1.39% potential dilution relative to total potential overhang plus outstanding shares as of Feb 18, 2026) and a historical burn rate under 1% annually to justify the requested reserve size. The board’s recommendation emphasizes the plan’s governance protections (no net-share recycling for option exercises, no dividends on unvested awards, clawback applicability) and the Committee’s authority to set performance conditions, vesting and eligibility, aiming to ensure alignment with shareholders. Critically, the proposal asks for flexibility to continue performance-based and time-based RSUs — the structures the company has been using to tie compensation to long-term book value growth and relative TSR — which management argues are important as Radian transitions into a multi-line specialty insurer. For sophisticated investors, evaluation should weigh the modest incremental dilution against the need to motivate execution during strategic change, the plan’s structural anti-dilution and governance protections, and the Committee’s historical grant practices and oversight. The board’s rationale is that without an adequate share reserve the company could be constrained in recruiting and retaining key talent needed to implement its strategic plan; they present the plan as conservative versus market norms while maintaining necessary flexibility for performance-based incentives.