RADIAN GROUP INC (RDN)
Sector: Financials
2026 Annual Meeting Analysis
RADIAN GROUP INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Long-tenured Non-executive Chairman with deep mortgage and financial services expertise; RDN's 3-year return of +70% outperforms XLF by only +8.6pp, well below the 65pp trigger threshold for strong-positive TSR companies, so no performance concern fires; no overboarding, attendance, or independence issues identified.
Appointed February 2023 — less than 24 months before the meeting date, so exempt from the TSR trigger under policy; brings current C-suite digital and insurance experience relevant to Radian's strategic transformation.
Director since February 2020 with strong banking, mortgage, and risk management credentials; RDN's 3-year TSR of +70% vs. XLF at +61.4% represents only +8.6pp outperformance, far below the 65pp trigger threshold, so the TSR test does not fire; chairs the Risk Committee and holds no more than two additional public board seats per company policy.
Director since March 2019; Audit Committee Chair with former CFO background and clear financial expertise satisfying SEC audit committee requirements; TSR trigger does not fire given only +8.6pp outperformance vs. XLF against a 65pp threshold; serves on one additional public company board, within limits.
Appointed August 2023 — less than 24 months before the meeting date, so exempt from the TSR trigger; brings senior human capital management expertise well-suited to Radian's talent and integration needs as Compensation Committee Chair.
Appointed February 2026 — well within the 24-month new-director exemption from the TSR trigger; brings over 35 years of global specialty insurance experience directly aligned with Radian's strategic pivot to multi-line specialty insurance.
Rejoined the board June 2021; brings deep federal housing and mortgage regulatory expertise; TSR trigger does not fire given only +8.6pp outperformance vs. XLF against a 65pp threshold for strong-positive TSR; no overboarding or attendance concerns.
Director since February 2020; Finance and Investment Committee Chair with former insurance CFO background providing strong financial expertise; TSR trigger does not fire; serves on one additional public company board, within limits.
Appointed February 2025 — less than 24 months before the meeting date, so exempt from the TSR trigger; brings 40+ years of reinsurance executive experience highly relevant to Radian's specialty insurance expansion.
Director since February 2011; former Deloitte senior partner with extensive financial reporting and governance expertise; TSR trigger does not fire given only +8.6pp outperformance vs. XLF against the 65pp threshold; serves on one additional public company board, within limits.
CEO-director since March 2017; subject to the same TSR trigger as independent directors, but the trigger does not fire — RDN's 3-year return of +70% beats XLF by only +8.6pp against a 65pp threshold; no overboarding concern as the company policy limits the CEO to one outside public board seat and Thornberry holds none.
All eleven nominees receive a FOR vote. Radian's 3-year price return of +70.0% outperforms the XLF sector ETF benchmark by +8.6 percentage points, comfortably below the 65pp trigger threshold applicable to companies with strong positive absolute TSR, so the TSR underperformance trigger does not fire for any director. Four directors (Ahmad, Leyden, Macia, Rhoads) joined within the past 24 months and are exempt from the trigger on that independent basis. No overboarding, attendance below 75%, independence, or familial-relationship issues were identified for any nominee. The board discloses a skills matrix and audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Richard G. Thornberry
Total Comp
$11,318,967
Prior Support
N/A
The CEO's total compensation of approximately $11.3 million is within a reasonable range for the chief executive of a ~$4.6 billion financial services company, and the compensation program is heavily weighted toward variable pay — the proxy discloses that compensation is 'heavily weighted towards non-fixed, variable pay,' with roughly 60% of long-term incentive awards tied to performance metrics including book value per share growth and relative total shareholder return versus mortgage insurance peers, which are meaningful multi-year performance conditions. Pay-for-performance alignment is supported by Radian's strong 3-year stock return of +70%, which outperforms the XLF benchmark by +8.6 percentage points, indicating that above-benchmark incentive pay would be justified by actual shareholder outcomes. The company also maintains a strong clawback policy, prohibits problematic practices such as hedging and single-trigger change-of-control payments, and requires rigorous stock ownership thresholds, all of which support a FOR vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,285,650
Non-Audit Fees
$2,091,429
The non-audit fees paid to PwC in 2025 — including audit-related fees of $1,591,000, tax fees of $498,309, and other fees of $2,120, totaling approximately $2,091,429 — represent about 64% of the core audit fee of $3,285,650, which exceeds the 50% threshold under our policy. While a significant portion of the 2025 audit-related fees relate to a one-time acquisition (Inigo), the policy does not provide an automatic waiver for single-year spikes, and the non-audit ratio still crosses the trigger even excluding the smallest components. PwC is a Big 4 firm fully adequate for Radian's size and complexity, and no restatement concerns exist, but the fee structure as reported raises independence concerns that warrant an AGAINST vote.
Overall Assessment
The 2026 Radian annual meeting presents four proposals: all eleven director nominees receive FOR votes as RDN's strong 3-year TSR of +70% outperforms the XLF benchmark by only +8.6pp, well below the 65pp trigger for high-performing companies, and no governance flags were identified; the Say on Pay vote receives a FOR given a performance-oriented pay structure and strong stock performance alignment; however, the auditor ratification of PwC receives an AGAINST because non-audit fees represent approximately 64% of core audit fees, exceeding the 50% independence threshold under our policy (driven in part by one-time acquisition-related fees). The equity plan approval is outside current policy scope and is noted as an informational item.