RADIAN GROUP INC 8-K

What Happened
Radian Group Inc announced on May 21, 2026 that its stockholders approved the Radian Group Inc. 2026 Equity Compensation Plan. That same day the Compensation and Human Capital Management Committee granted 2026 long‑term incentive (LTI) awards to executive officers, including Named Executive Officers Richard G. Thornberry (CEO), Daniel Kobell (Senior EVP, interim CFO), Mary Dickerson (Senior EVP, Chief Operating & People Officer), Edward J. Hoffman (Senior EVP, General Counsel) and Eric Ray (Senior EVP, Chief Digital Officer). The company also approved new or amended executive severance agreements (May 20, 2026) tied to an upcoming CEO change effective August 13, 2026, and updated restrictive covenants after the Inigo Limited acquisition. Directors were re‑elected and stockholder votes ratified executive compensation and PwC as auditor at the May 21, 2026 annual meeting.

Key Details

• Equity plan vote: 100,195,548 FOR, 5,259,764 AGAINST, 46,612 ABSTAIN; 11,625,288 broker non‑votes.
• 2026 LTI awards to Named Executive Officers consist of performance‑based BV RSUs (vesting May 25, 2029) plus time‑based RSUs vesting in thirds on May 25, 2027/2028/2029. Example grant sizes:
  • Richard G. Thornberry: 114,730 BV RSU target + 75,250 Time‑Based RSUs
  • Daniel Kobell: 20,490 BV RSU target + 13,440 Time‑Based RSUs
  • Mary Dickerson: 17,210 BV RSU target + 11,290 Time‑Based RSUs
  • Edward J. Hoffman: 27,870 BV RSU target + 18,280 Time‑Based RSUs
  • Eric Ray: 14,750 BV RSU target + 9,680 Time‑Based RSUs
• BV RSU payouts are tied to cumulative growth in “LTI Book Value per Share” over a three‑year performance period: ≤20% growth = 0% payout; 35% = 100% (target); ≥50% = 200% (maximum). A Relative TSR Modifier versus the S&P SmallCap 600 Financials can adjust payout by +25% (≥90th percentile) or −25% (≤10th percentile); modifier is capped at “no modifier” if company absolute TSR is negative. Vested BV RSUs are subject to a one‑year holding period before shares are paid (with limited exceptions and double‑trigger change‑of‑control provisions).
• Severance changes (May 20, 2026): new/updated agreements for several executives (Bartholomew; Keleher; Kobell; Watson; amended for Dickerson, Hoffman, Quigley). Key changes include (1) “Good Reason” expanded to include permanent relocation >75 miles (with an office‑presence carve‑out) and (2) if company terminates (not for cause/disability) and exec signs a release, time‑based RSUs vest without proration and performance RSUs remain outstanding (no proration) eligible to vest by performance (does not apply if the exec resigns). Updated restrictive covenants expand the 12‑month non‑compete geography to countries where Radian and its subsidiaries operate.
• Annual meeting votes: all 11 directors were re‑elected (vote totals listed in filing), advisory vote on executive compensation: 100,744,127 FOR vs 4,695,745 AGAINST; PwC ratified as auditor: 116,051,986 FOR.

Why It Matters

• Plan approval and the size/structure of the 2026 LTI awards show Radian is aligning senior pay with multi‑year book‑value growth and comparative TSR, reinforcing a pay‑for‑performance approach that ties executive reward to shareholder returns over three years.
• The severance and restrictive covenant updates are intended to support the planned leadership transition (new CEO effective Aug 13, 2026) and to enhance retention, while broadening post‑employment protections following the Inigo acquisition.
• Investors should note the performance metrics (LTI Book Value per Share and Relative TSR), the one‑year post‑vesting holding period for BV RSUs, and the specific vote tallies (strong support overall, with one director receiving notable opposition) as indicators of shareholder sentiment and potential future dilution from equity awards.

For full terms (grant instruments and severance/restrictive covenant forms), Radian says it will file the form agreements as exhibits to its Form 10‑Q for the quarter ended June 30, 2026.