In May 2021, our stockholders approved the 2021 Equity Plan. The terms of the 2021 Equity Plan apply to awards granted on or after May 12, 2021, the effective date of the plan (the “Effective Date”). In addition to the 2021 Equity Plan, we also have awards outstanding under the 1995 Equity Plan, the 2008 Equity Plan and the 2017 Equity Plan (collectively, the “Prior Equity Plans”). The last awards granted pursuant to the 2008 and 1995 Equity Plans were granted in 2014 and 2008, respectively.

The 2021 Equity Plan authorizes the issuance of up to 8.3 million new shares of our common stock, plus: (i) any shares of our common stock that remained available for awards under the 2017 Equity Plan as of the Effective Date and (ii) any shares of our common stock subject to outstanding awards under the Prior Equity Plans as of the Effective Date that are payable in shares and that terminate, expire, or are canceled without having been exercised, vested, or settled in full (as applicable) on or after the Effective Date, subject to certain adjustments set forth in the 2021 Equity Plan (“Prior Plans Shares”). There were 8.1 million shares available for grant under the 2021 Equity Plan, including Prior Plans Shares, as of December 31, 2022.

Outstanding awards granted under the Equity Plans include both performance-based and time-based RSUs, non-qualified stock options and phantom stock. The maximum contractual term for stock options and similar instruments under the Equity Plans is 10 years, although awards of these instruments may be granted with shorter terms. All new awards under the 2021 Equity Plan have been granted in the form of performance-based and time-based RSUs.

Most awards vest at the end of the performance or service period and will vest earlier under certain circumstances. In the event of a grantee’s death or disability, awards generally vest immediately. Upon retirement, if certain conditions are met, awards generally vest immediately or at the end of the performance period, if any. Certain time-based RSU awards granted to officers under our 2021 Equity Plan and 2017 Equity Plan will vest in whole or in part in the event the grantee’s employment is terminated by us without cause or for “good reason.” Awards granted to officers will vest in connection with a change of control only in the event the grantee’s employment is terminated by us without cause or the grantee terminates employment for “good reason,” in each case within 90 days before or one year after the change of control. Awards to our non-employee directors will vest in connection with a change of control only in the event the grantee fails to be appointed to the board of directors of the


Share-based compensation expense

	Years Ended December 31,
(In thousands)	2022		2021		2020
Compensation cost recognized (1)
RSUs	$	37,465	$	27,803	$	18,403
ESPP and other	596		560		790
Total compensation cost recognized	38,061		28,363		19,193


Income tax benefit related to share-based compensation expense	7,524		7,168		4,264
Share-based compensation expense, net	$	30,537	$	21,195	$	14,929

(1)Compensation cost is generally recognized over the periods that an employee provides service in exchange for the award. For purposes of calculating compensation cost recognized for retirement eligible grantees, we consider the service condition to be met (and recognize the full compensation costs) as of the date when a grantee becomes retirement eligible.

As of December 31, 2022, unrecognized compensation expense for all of our outstanding share-based awards was $31.7 million. Absent a change of control under the Equity Plans, this expense is expected to be recognized over a weighted-average period of approximately 1.7 years. The ultimate unrecognized expense associated with our outstanding awards could differ, depending upon whether or not the performance and service conditions are met.


Rollforward of RSUs

	Performance-Based			Time-Vested
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2021 (1)	2,340,673	$	16.76	1,808,551	$	15.51
Granted (2)	643,740	20.09		612,099	20.61
Performance adjustment (3)	197,534	—		—	—
Vested (4)	(796,479)	18.35		(503,231)	19.47
Forfeited	(23,067)	20.08		(25,619)	18.77
Outstanding, December 31, 2022 (1)	2,362,401	$	17.59	1,891,800	$	16.06

(1)Outstanding RSUs represent shares that have not yet been issued because not all conditions necessary to earn the right to benefit from the instruments have been satisfied. For performance-based awards, the final number of RSUs distributed depends on the cumulative growth in Radian’s book value over the respective three-year performance period and, with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes in the number of vested RSUs.

(3)For performance-based RSUs, represents the difference between the number of target shares at grant date and the number of shares vested at settlement, which can range from 0 to 200% of target depending on results over the applicable performance periods.

The weighted-average grant date fair value of performance-based RSUs granted during 2021 and 2020 was $20.39 and $11.91, respectively. The weighted-average grant date fair value of time-vested RSUs granted during 2021 and 2020 was $21.71 and $13.49, respectively.

The fair value as of the respective vesting dates of performance-based RSUs vested during 2022, 2021 and 2020 was $16.9 million, $18.9 million and $17.2 million, respectively. The fair value as of the respective vesting dates of time-vested RSUs vested during 2022, 2021 and 2020 was $10.6 million, $18.1 million and $7.6 million, respectively.

Performance-Based RSUs. In 2022, 2021 and 2020, the vesting of the performance-based RSUs will be based upon the cumulative growth in Radian’s book value per share, adjusted for certain defined items, over a three-year performance period. The payout at the end of the three-year performance period can range from 0% to a maximum payout of 200% of the award’s target number of RSUs granted. Performance-based RSUs granted to executive officers are subject to a one-year post vesting holding period.

The grant date fair value of the performance-based RSUs that are based on the cumulative growth in Radian’s book value per share is calculated based on the stock price as of the grant date, discounted for executive officers to account for the one-year-post-vesting holding period.

Time-Vested RSUs. With the exception of certain time-vested RSUs granted in 2022, 2021 and 2020 to non-employee directors, the time-vested RSU awards granted in 2022, 2021 and 2020 are scheduled to vest in: (i) pro rata installments on each of the first three anniversaries of the grant date or (ii) generally at the end of three years. Certain time-vested RSU awards granted in 2022, 2021 and 2020 to non-employee directors generally are subject to one-year cliff vesting; however, awards granted to non-employee directors prior to 2020 remain outstanding and the shares are not issued until the non-employee director retires or certain conditions related to a change in control are met, as described above.


Rollforward of non-qualified stock options

($ in thousands, except per-share amounts)	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
Outstanding, December 31, 2021	563,906	$	12.21
Granted	—	—
Exercised	(192,501)	7.24
Forfeited	—	—
Expired	—	—
Outstanding, December 31, 2022	371,405	$	14.78	2.1 years	$	1,593
Exercisable, December 31, 2022	371,405	$	14.78	2.1 years	$	1,593


Additional information

	Years Ended December 31,
(In thousands)	2022		2021		2020
Aggregate intrinsic value of options exercised	$	2,926	$	3,354	$	3,344
Tax benefit of options exercised	614		704		702
Cash received from options exercised	1,341		1,382		1,553

Upon the exercise of stock options, we generally issue shares from the authorized, unissued share reserves when the exercise price is less than the treasury stock repurchase price and from treasury stock when the exercise price is greater than the treasury stock repurchase price.

Generally, the stock option awards have a four-year vesting period, with 50% of the award vesting on or after the third anniversary of the grant date and the remaining 50% of the award vesting on or after the fourth anniversary of the grant date, provided the applicable stock price performance hurdle is met. There have been no stock options granted since 2016.

The ESPP is designed to allow eligible employees to purchase shares of our common stock at a discount of 15% off the lower of the fair market value of our common stock at the beginning or end of a six-month offering period (each period being the first and second six months in a calendar year).

Under this plan, we issued approximately 100 thousand shares to employees during each of the years ended December 31, 2022, 2021 and 2020. As of February 2023, approximately 1.5 million shares remain available for issuance under the ESPP.

The Radian Group Inc. Savings Incentive Plan (“Savings Plan”) covers substantially all of our full-time and our part-time employees. Participants can contribute up to 100% of their eligible earnings as pretax and/or after-tax (“Roth IRA”) contributions up to a maximum Internal Revenue Service annual limit, which was $20,500 for 2022. The Savings Plan also includes the catch-up contribution provision whereby participants who are or will be age 50 and above during the Savings Plan year may contribute an additional contribution. The maximum catch-up contribution for the Savings Plan in 2022 was $6,500. We match up to 100% of the first 6.0% of eligible compensation contributed in any given year. Our expense for matching funds for the years ended December 31, 2022, 2021 and 2020, was $9.7 million, $7.8 million and $7.8 million, respectively.