DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Mr. Cooper Group Inc.

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2023 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS Mr. CooperGroup

Dear Stockholders,

On behalf of your Board of Directors, I want to invite you to attend our 2024 Annual Meeting of Stockholders. The meeting will be held on Thursday, May 23, 2024, at 9:00 a.m., central time, at the Four Points by Sheraton – Dallas/Fort Worth Airport North, 1580 Point West Blvd., Coppell, TX 75019. Please RSVP at secretary@mrcooper.com by 5:00 p.m. central time on May 22, 2024, if you plan to attend the meeting. Details regarding the business to be conducted at the annual meeting are more fully described in the accompanying materials.

I would like to personally thank you for your continued investment in Mr. Cooper Group. We look forward to welcoming you to our annual meeting. Your vote is important to us – even if you do not plan to attend the meeting, we hope that you vote your proxy promptly, so your shares are represented.

We are furnishing proxy materials to our stockholders primarily over the Internet. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of our Proxy Statement and our 2023 Form 10-K. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including our Proxy Statement, our 2023 Form 10-K and a proxy card or voting instruction form. Stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail.

Sincerely,

 

Jay Bray

Chairman & Chief Executive Officer

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	VIA THE INTERNET Visit www.proxypush.com/COOP		BY MAIL Sign, date and return the enclosed proxy card or voting instruction form.
	BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.		IN PERSON Attend the annual meeting in person. Please RSVP at secretary@mrcooper.com.

8950 Cypress Waters Blvd. Coppell, Texas 75019

April 11, 2024

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

	9:00 a.m., central time, Thursday, May 23, 2024
	Four Points by Sheraton – Dallas/Fort Worth Airport North 1580 Point West Blvd, Coppell, TX 75019
	(1)  Election of Directors; (2)  Advisory vote on executive compensation (Say on Pay); (3)  Ratification of Ernst & Young LLP as independent auditors; and (4)  Any other business that may properly come before the meeting.
	Holders of our common stock at the close of business on March 25, 2024 are entitled to vote at the annual meeting.
	Please complete, sign, date and return your proxy card or submit your proxy by following the instructions contained in this Proxy Statement and on your proxy card. Even if you plan on attending in person and voting, you are encouraged to submit your proxy to ensure your vote is counted if you are unable to attend. You may revoke your proxy and vote in person at the annual meeting if you choose to do so.
	If you plan to attend the meeting, please RSVP at secretary@mrcooper.com by 5:00 p.m. central time on May 22, 2024.

By order of the Board of Directors,

Elisabeth Gormley

Senior Vice President, Associate General Counsel

& Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 23, 2024: This Proxy Statement is available free of charge on the Investors section of our website (investors.mrcoopergroup.com). In addition, you may access the Proxy Statement free of charge at www.proxydocs.com/COOP, a site that does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS

EXECUTIVE SUMMARY	1
2024 Annual Meeting of Stockholders Information	1
Matters to be Voted on at our 2024 Annual Meeting of Stockholders	1
Performance Highlights	2
Total Shareholder Return	3
2024 Director Nominee Highlights	4
Compensation Highlights	6
Stockholder Engagement	7
BOARD OF DIRECTORS	8
Proposal 1: Election of Directors	8
CORPORATE GOVERNANCE	20
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	32
EXECUTIVE OFFICERS	36
COMPENSATION DISCUSSION AND ANALYSIS	38
Compensation Committee Report	55
HISTORICAL EXECUTIVE COMPENSATION INFORMATION	56
Summary Compensation Table	56
Grants of Plan Based Awards for 2023	57
Outstanding Equity Awards at Year End	58
Stock Vested for 2023	59
Potential Payments upon Termination or Change of Control	60
CEO Pay Ratio	62
Pay vs. Performance	63
Equity Compensation Plan Information	65
PROPOSAL 2: ADVISORY VOTE ON SAY ON PAY	66
AUDIT FUNCTION	67
Report of the Audit & Risk Committee	67
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	68
BENEFICIAL OWNERSHIP	69
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	71
OTHER MATTERS	71
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	73
ANNEX A – NON-GAAP MEASURES	77

EXECUTIVE SUMMARY

In this proxy statement, “Mr. Cooper Group,” “Company,” “we,” “us,” or “our” refers to Mr. Cooper Group Inc. or to it and one or more of its subsidiaries. This proxy statement and the accompanying materials are being made available to Mr. Cooper Group Inc. stockholders beginning on or about April 11, 2024. This proxy statement contains information on the matters to be presented at our 2024 Annual Meeting of Stockholders to be held on May 23, 2024, to assist you in voting your shares. You should read the entire proxy statement carefully before voting. For additional information about the 2024 Annual Meeting, please see “General Information About the Annual Meeting and Voting” at the end of the proxy statement. This executive summary highlights selected information throughout this proxy statement.

2024 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

DATE AND TIME		PLACE		RECORD DATE		ADMISSION
9:00 a.m., central time Thursday, May 23, 2024		Four Points by Sheraton – Dallas Fort Worth Airport North 1580 Point West Blvd. Coppell, TX 75019		March 25, 2024		Photo identification and proof of ownership as of the record date are required to attend the meeting

MATTERS TO BE VOTED ON AT OUR 2024 ANNUAL MEETING OF STOCKHOLDERS

		Board  Recommendation
Proposal 1:	Election of Directors	FOR each director
Proposal 2:	Advisory Vote on Executive Compensation (Say on Pay)	FOR
Proposal 3:	Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2024	FOR

1

ABOUT MR. COOPER GROUP

We provide quality servicing, origination and transaction-based services related principally to single-family residences throughout the United States with operations under our primary brands: Mr. Cooper^® and Xome^®. We are the largest home loan servicer in the country focused on delivering a variety of servicing and lending products, services and technologies. Xome provides technology and data enhanced solutions to homebuyers, home sellers, real estate agents and mortgage companies.

  Largest servicer with 7.1% of the market share *IMF 4Q’23 top servicer ranking   Top 30 originator of home mortgages *IMF 4Q’23 top lender ranking   4.6M Customers *As of 4Q’23   ~6,800 Employees

PERFORMANCE HIGHLIGHTS

During 2023, the mortgage industry faced a challenging environment with elevated mortgage rates of nearly 7%, which led to significant pressure on both refinance and purchase mortgage originations. Despite these challenges, our strategic focus and balanced business model enabled us to deliver outstanding operational and financial results. We grew book value to $66.29 per share and tangible book value⁽¹⁾ per share to $63.67, which was up 12% from last year. In our Servicing segment, we generated servicing pretax income of $882 million, due to lower costs and prepayments, while growing our portfolio by 14% to $992 billion in unpaid principal balance (“UPB”), consisting of mortgages for 4.6 million customers. Contributing to portfolio growth, we acquired Home Point Capital and its $83 billion portfolio in a transaction which was accretive to tangible book value and which was essentially self-funded through the assumption of $500 million in low-cost senior notes. Additionally, the acquisitions of Rushmore Servicing and Roosevelt Management added $32 billion UPB to our portfolio, enhancing our special servicing capabilities and bringing the infrastructure we needed to offer an MSR fund for institutional investors. Our Originations segment funded $12.6 billion in volume through our correspondent and direct-to-consumer channels and produced pretax income of $99 million, due to continued investments in processing efficiency, our strong recapture capabilities and the successful roll-out of new products such as second liens.

COMPANY

·   Reported $500 million net income or $7.30 per diluted share

·   Generated a return on common equity of 12.1% and an operating return on tangible common equity⁽¹⁾ of 12.5%

·   Grew book value to $66.29 per share, an increase of 13% from a year ago

·   Grew tangible book value⁽¹⁾ to $63.67 per share, an increase of 12% from a year ago

·   Servicing portfolio UPB ended the year at $992 billion, an increase of 14% from the prior year

·   Originated $12.6 billion in funded volume

·   Achieved Great Place to Work certification for the fifth consecutive year; was ranked #15 on the Best Workplaces in Texas list and among the Best Workplaces in Financial Services and Insurance by Great Place to Work and Fortune

·   Repurchased 5.6 million common shares for $276 million, equivalent to a weighted average price of $49.53 per share

·   Completed strategic acquisitions of Home Point Capital, Rushmore Servicing, and Roosevelt Management Company

·   Attained BB credit rating from Fitch Ratings

2

SERVICING

·   Produced pretax income of $882 million and pretax operating income⁽¹⁾ of $869 million

·   Boarded approximately $340 billion loans, including $97 billion in subservicing

·   Provided 71,616 modifications and workouts to help keep our customers in their homes

ORIGINATIONS

·   Funded 46,751 loans totaling $12.6 billion

·   Produced pretax income of $99 million

·   Our direct-to-consumer channel funded $5.9 billion in new loans and achieved a refinance recapture rate of 77%, which is more than three times the industry average

·   Our correspondent channel funded $6.7 billion, placing us in the top 15 correspondent originators as of 9/30/2023

⁽¹⁾ Annex A includes a discussion and reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

TOTAL SHAREHOLDER RETURN (“TSR”)

Under our executive team’s leadership and against the backdrop of an evolving mortgage market and interest rate environment, we have meaningfully and consistently outperformed peers over a three- and five-year period through thoughtful strategic decision-making and successful navigation of management transitions. Our operational focus on growing our Servicing portfolio through accretive acquisitions and enhancing our capabilities and existing infrastructure, as well as our continued investments to bolster efficiency and product roll-outs in Originations, has resulted in outsized shareholder returns when benchmarked against broader market constituencies.

⁽¹⁾ 1-Year TSR shown represents FY2023.

⁽²⁾  3-Year TSR shown represents period from FY2021 – FY2023.

⁽³⁾ 5-Year TSR shown represents period from FY2019 – FY2023.

3

2024 DIRECTOR NOMINEE HIGHLIGHTS

Name	Age	Other Public Company Boards	Title	Director Since	Committees
Jay Bray	57	—	Chair & CEO, Mr. Cooper Group	2018	—
Busy Burr	62	Rite Aid Corporation, SVB Financial Group	Former Interim CEO, Rite Aid Corporation	2019	Compensation
Roy Guthrie	70	OneMain Holdings, Synchrony Financial	Former CFO, Discover Financial Services	2018	Audit & Risk (Chair)
Daniela Jorge	52	—	SVP & Chief Design Officer, Capital One Corporation	2022	Audit & Risk
Michael Malone  (Lead Director)	70	Walker & Dunlop	Former Managing Director, Fortress Investment Group	2018	Nominating & Corporate Governance (Chair), Compensation
Shveta Mujumdar	45	—	SVP, Corporate Development, Intuit	2020	Nominating & Corporate Governance
Tagar Olson	46	—	Founder, Integrum Holdings LP, and Former Partner, KKR	2015	Compensation (Chair)
Steven Scheiwe	63	Atlas Financial Holdings	President, Ontrac Advisors	2012	Audit & Risk, Nominating & Corporate Governance

Board Skills

Our Board consists of the optimal mix of skills and expertise capable of effectively overseeing the execution of our business.

	Board Skills	Total
	Strategic Leadership and Management	8
	Financial Services Industry	8
	Accounting and Financial Literacy	8
	Risk Management	5
	Capital Markets/Mergers & Acquisitions	7
	Public Company Board and Corporate Governance	6
	Government Relations, Regulatory or Legal	3
	Human Capital Management, Talent, Diversity and Inclusion	5
	Environmental, Social and Governance Matters	3
	Technology and Innovation	6
	Branding and Marketing	4

4

Director Independence, Diversity and Tenure

 

5

COMPENSATION HIGHLIGHTS

Compensation Objectives and Pay for Performance

Our compensation program is designed to balance three objectives:

· Motivate and reward management for creating and executing a strategy that drives stockholder return;

· Attract, retain and motivate our executive level talent; and

· Manage the cost of the program by aligning compensation with both Company and executive performance.

We review our compensation programs and related governance provisions and practices to ensure our compensation programs are aligned to the interests of stockholders, provide for appropriate pay for performance alignment, contain risk mitigating features and do not promote unnecessary and excessive risk. Our compensation program for senior executives aligns the interests of management and stockholders in growing the value of our Company while managing risk. At the same time, we recognize the market for executive talent requires competitive remuneration.

Over the course of the past several years, the Compensation Committee, Board and management team have substantially reoriented our compensation program from a framework that was primarily cash-based and discretionary to a framework that directly aligns compensation with the achievement of well-defined financial and strategic goals and increases equity-based compensation. We believe this better aligns the interests of management with those of stockholders and provides the proper incentives for management to focus on long-term stockholder value. Our executive compensation program achieves this primary goal by awarding a substantial majority of annual compensation in the form of variable performance-based incentives or at-risk compensation.

Compensation Program Enhancements

Throughout our discussions over the last few years, we heard broad support for our ongoing compensation programs, which were further enhanced through investor guidance. Specifically, investors expressed a preference for (a) using relative TSR as a performance metric versus absolute TSR and (b) eliminating the one-year vesting option, which rewards annual versus long-term performance. As a result, our 2023 performance share unit program (a) eliminates the one-year vesting period and provides for a three-year cliff vest and (b) utilizes two evenly weighted key performance metrics: Tangible Book Value and Relative TSR, which is measured against companies of the S&P 1500 Composite Financials index. Additionally, if the Company’s TSR is negative during the performance period, the relative TSR portion of the award is capped at target and can only be adjusted downward.

We are committed to maintaining an active dialogue with stockholders to understand stockholders’ perspectives on our executive compensation program and provide transparency into our practices.

6

Below are some highlights of our compensation program:

What We Do		What We Don’t Do
✓  Align our executive pay with performance ✓  Annual “say-on-pay” advisory vote ✓  Set multiple challenging performance objectives ✓  Stock ownership guidelines for executive officers and directors ✓  Independent compensation consultant engaged by the Compensation Committee ✓  Annual review and approval of our compensation strategy ✓  Significant portion of executive compensation at risk ✓  Double trigger equity acceleration default provision upon change of control ✓  Minimum equity award vesting periods for time-based restricted stock units ✓  Clawback of incentive compensation under specified circumstances		X   Tax gross-ups for change of control benefits X   Permit short sales, hedging, or pledging of stock ownership positions X   Strict benchmarking of compensation to a specific percentile of our peer group X   Excessive perquisites

STOCKHOLDER ENGAGEMENT

Over the last few years, we have embarked on a robust stockholder outreach program. That feedback has been an important input into the Board’s review and decisions around our Board, governance, compensation and sustainability-related practices. In 2023, we continued to proactively meet with our stockholders to discuss executive compensation and to provide our investors with an opportunity to provide management and the Board with feedback. Our outreach included soliciting ten of our largest investors, representing approximately 50% of our outstanding shares. Three of our largest stockholders, representing approximately 33% of our outstanding shares, accepted our request. Our Compensation Committee Chairman and representatives from our investors relations and corporate governance teams participated in these meetings.

7

BOARD OF DIRECTORS

Proposal 1: Election of Directors

Our stockholders will be asked to consider eight nominees for election to our Board to serve for a one-year term until the next annual meeting of stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal.

The names of the nominees for director and biographical information follow. All of the nominees, with the exception of Mr. Bray, have been determined by the Board to be independent under National Association of Securities Dealers Automatic Quotations (“NASDAQ”) listing standards. Our Nominating & Corporate Governance Committee (the “NCG Committee”) has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the 2024 Annual Meeting of Stockholders.

In determining whether to nominate our directors for another term, the Board considered the factors discussed under “Corporate Governance – Criteria and Procedures for Selection of Director Nominees” as well as each director’s qualifications as discussed below and concluded that each of the directors possess those talents, backgrounds, perspectives, attributes and skills that will enable him or her to continue to provide valuable insights to our management and play an important role in helping us achieve our goals and objectives. The age, principal occupation and certain other information for our director nominees are set forth below. It is our general policy that no director having obtained the age of 70 years will stand for re-election; however, the Board may waive this requirement and did so for Mr. Guthrie and Mr. Malone.

Directors are elected by a majority of the votes present in person or by proxy entitled to vote, meaning that each director nominee must receive more votes cast “for” than “against” his or her election. If an incumbent director does not receive more votes cast “for” than “against” his or her election, then the director must tender his or her resignation to the Board. In that situation, the NCG Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board would act on the NCG Committee’s recommendation and publicly disclose its decision and rationale behind it.

The Board believes that each of the director nominees will be able to stand for election.

THE BOARD RECOMMENDS A VOTE FOR THE NOMINEES NAMED BELOW.

8

DIRECTOR NOMINEES

Our Amended and Restated Certificate of Incorporation provides that the Board consist of not more than 11 directors, or such greater number as may be determined by the Board. As of the date of this proxy statement, the Board consists of eight members who are elected each year at the Annual Meeting of Stockholders to hold office until the next annual meeting. Our director nominees are:

Name	Age	Other Public Company Boards	Title	Director Since	Committees
Jay Bray	57	—	Chair & CEO, Mr. Cooper Group	2018	—
Busy Burr	62	Rite Aid Corporation, SVB Financial Group	Former Interim CEO, Rite Aid Corporation	2019	Compensation
Roy Guthrie	70	OneMain Holdings, Synchrony Financial	Former CFO, Discover Financial Services	2018	Audit & Risk (Chair)
Daniela Jorge	52	—	SVP & Chief Design Officer, Capital One Corporation	2022	Audit & Risk
Michael Malone  (Lead Director)	70	Walker & Dunlop	Former Managing Director, Fortress Investment Group	2018	NCG (Chair), Compensation
Shveta Mujumdar	45	—	SVP, Corporate Development, Intuit	2020	NCG
Tagar Olson	46	—	Founder, Integrum Holdings LP, and Former Partner, KKR	2015	Compensation (Chair)
Steven Scheiwe	63	Atlas Financial Holdings	President, Ontrac Advisors	2012	Audit & Risk, NCG

Our Directors’ Experience, Independence, Tenure and Diversity

The following charts set forth information regarding our director nominees, illustrating the high level of experience each brings to the Board, as well as the Board’s diversity, independence and tenure:

	Strategic Leadership and Management	✓	✓	✓	✓	✓	✓	✓	✓
	Financial Services Industry	✓	✓	✓	✓	✓	✓	✓	✓
	Accounting and Financial Literacy	✓	✓	✓	✓	✓	✓	✓	✓
	Risk Management	✓		✓		✓		✓	✓
	Capital Markets/Mergers & Acquisitions	✓	✓	✓		✓	✓	✓	✓
	Public Company Board and Corporate Governance	✓	✓	✓		✓		✓	✓
	Government Relations, Regulatory or Legal	✓		✓					✓
	Human Capital Management, Talent, Diversity and Inclusion	✓			✓	✓		✓	✓
	Environmental, Social and Governance Matters	✓						✓	✓
	Technology and Innovation	✓	✓		✓		✓	✓	✓
	Branding and Marketing	✓	✓		✓	✓

9

Skills Definitions
	Strategic Leadership and Management: Directors bring valuable senior leadership or executive experience relating to strategy formulation, management, operations and achievement of strategic objectives
	Financial Services Industry: Directors possess in-depth understanding of our industry and/or have worked in or with the financial services industry
	Accounting and Financial Literacy: Directors understand public company accounting and financial reporting, auditing process and standards, internal controls and/or preparation, audit, and evaluation of financial statements comparable in complexity to ours
	Risk Management: Directors have experience with overseeing material risks and understanding risk evaluation, mitigation framework and risk management policies and procedures
	Capital Markets/Mergers & Acquisitions: Directors understand the essential role that transactional activity, M&A and capital markets and financing plays in the Company’s business and growth strategy
	Public Company Board and Corporate Governance: Directors possess experience serving on the public company boards and, knowledge of public company corporate governance issues, regulatory concerns and policies and governance best practices
	Government Relations, Regulatory or Legal: Directors have experience with regulated businesses, regulatory requirements, relationships with regulators, managing governmental and regulatory affairs and/or interacting with regulators and members of government
	Human Capital Management, Talent, Diversity and Inclusion: Directors have experience in senior executive acquisition, development, retention, succession planning and compensation matters and obtaining and retaining the most qualified and satisfied employees with diverse skills and backgrounds
	Environmental, Social and Governance Matters: Directors possess experience in the evaluation of environmental impact, corporate social responsibility initiatives, sustainability, corporate culture and diversity and inclusion
	Technology and Innovation: Directors have experience in (a) developing, investing in and adoption of new technologies and ideas and/or (b) innovation systems, including but not limited to research & development and technology acquisition processes and methods of monetizing acquired technologies or intellectual property rights and evaluation of innovation system effectiveness
	Branding and Marketing: Directors bring experience in brand development, marketing and sales

Diversity
Total Number of Directors		8
	Female	Male	Non-   Binary
Part I: Gender Identity				Did Not Disclose Gender
Directors	3	5	0	0
Part II: Demographic Background
African American or Black	0	0	–	–
Alaskan Native or Native American	0	0	–	–
Asian	1	0	–	–
Hispanic or Latinx	1	0	–	–
Native Hawaiian or Pacific Islander	0	0	–	–
White	1	5	–	–
Two or More Races or Ethnicities	0	0	–	–
LGBTQ+	1	0	–	–
Did Not Disclose Demographic Background	0	0	–	–

10

 

Biographical Information of Our Directors

Set forth below is detailed biographical information for each of the nominees for director and the qualifications and skills demonstrated by each director’s experience.

11

Jay Bray Director Since: 2018 (Chair) Age: 57 Committees: None	Mr. Bray has more than 30 years of experience in the mortgage servicing and originations industry, and played a critical role in leading the servicing market shift to non-banks following the financial crisis and led the growth of our portfolio from a start of $21 billion UPB in 2008 to $992 billion in 2023, establishing us the industry’s largest servicer. Mr. Bray’s in-depth experience and understanding of financial services and Mr. Cooper’s business and operations qualify him to serve as a Mr. Cooper Group director.
	Professional Experience
	•  Chief Executive Officer of the Company since July 2018 o   Company’s President from July 2018 to June 2021 o   Nationstar’s •  Director since 2012 and CEO since February 2012 •  President from June 2015 to June 2021 •  EVP & Chief Financial Officer from May 2011 to February 2012 o   Nationstar’s wholly-owned subsidiary, Nationstar Mortgage LLC’s •  Chief Executive Officer & Manager since October 2011 •  President from July 2011 to June 2021 •  Chief Financial Officer from May 2000 until September 2012 o   Executive Chairman of Xome Holdings LLC since September 2015 •  Various leadership roles at Bank of America and predecessor entities from 1994 to 2000 •  Various roles at Arthur Andersen from 1988 to 1994 •  In addition to public company Boards noted below, serves on the Boards of: o   Swell Financial, Inc., a privately-held financial technology company, since February 2022 o   Dallas Area Habitat for Humanity since March 2022 o   Sagent M&C, LLC since March 2022 o   Mortgage Bankers Association since October 2023
	Other Public Company Directorships
	•  Current o   None •  Past Five Years o   Elevate Credit, Inc. o   Nationstar
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Risk Management
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Government Relations, Regulatory or Legal
		Human Capital Management, Talent, Diversity and Inclusion
		Environmental, Social and Governance Matters
		Technology and Innovation
		Branding and Marketing

12

Busy Burr Independent Director Since: 2019 Age: 62 Committee: •  Compensation	Ms. Burr is a C-level, cross-industry, marketing, innovation, and strategy leader with a career driving customer-centric growth strategy from Fortune 100 global enterprises to high growth start-ups. She has successes in financial services, technology and retail with depth in business development, branding, innovation, digital technology, and communications. Ms. Burr is a recognized expert in and frequent speaker on driving innovative growth in large corporations through customer-focused strategy and disciplined execution. All of which qualify her to serve as a Mr. Cooper Group Director.
	Professional Experience
	•  Former Interim Chief Executive Officer of Rite Aid Corporation from January 2023 to October 2023. Rite Aid Corporation filed for Chapter 11 bankruptcy in October 2023. •  President & Chief Commercial Officer of Carrot, Inc., a venture-backed digital health company, from November 2019 to August 2021 •  Chief Innovation Officer & Vice President, Healthcare Trend at Humana, Inc., a for-profit health insurance company, from March 2015 to September 2018 o   founded Humana Health Ventures, the venture capital investing practice •  Managing Director of Citi Ventures and Global Head of Business Incubation of Citigroup, Inc. from January 2011 to January 2015 •  Entrepreneur-in-Residence at eBay, Inc. from January 2010 to January 2011 •  Various senior-leadership roles at: o   Credit Suisse Group AG (formerly Credit Suisse First Boston) o   Homestead Technologies Inc. o   Gap Inc. •  Investment Banker for Morgan Stanley •  In addition to the public company Boards of Directors noted below, serves on the Board of Directors of Satellite Healthcare Inc., a not-for-profit provider of kidney dialysis services, since December 2018 •  Previously served as an investor in, and board observer of: o   Omada Health, Inc. o   Aspire Health, Inc. o   Livongo Health, Inc.
	Other Public Company Directorships
	•  Current o   Rite Aid Corporation o   SVB Financial Group
	•  Past Five Years o   None
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Technology and Innovation
		Branding and Marketing

13

Roy Guthrie Independent Director Since: 2018 Age: 70 Committee: •  Audit & Risk (Chair)	Mr. Guthrie’s valuable expertise in financial services as well as extensive experience as an executive officer and director of public companies qualify him to serve as a Mr. Cooper Group director.
	Professional Experience
	•  Former Chairman of the Executive Committee of Renovate America, Inc. (a privately-held corporation), which provides an energy efficiency and renewable energy home improvement financing platform, from September 2018 to October 2019 o   Served as Chief Executive Officer from October 2017 to September 2018 •  Independent Lead Director: o   Nationstar from July 2017 to July 2018 o   Mr. Cooper from July 2018 to March 2021 •  Executive Vice President of Discover Financial Services, a direct banking and payment services company, from 2005 to 2012 o   Served as Chief Financial Officer from 2005 to 2011 o   Served as Treasurer from 2009 to 2010 •  President & Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc., from 2000 to 2004 o   Served on Management Committee •  Chief Financial Officer of Associates First Capital Corporation from 1996 to 2000, while a public company o   Served as a member of its Board of Directors from 1998 to 2000
	Other Public Company Directorships
	•  Current o   OneMain Holdings, Inc. o   Synchrony Financial
	•  Past Five Years o   Cascade Acquisition Corp. o   Lifelock, Inc. o   Nationstar
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Risk Management
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Government Relations, Regulatory or Legal
		Human Capital Management, Talent, Diversity and Inclusion

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Daniela Jorge Independent Director Since: 2022 Age: 52 Committee: •  Audit & Risk	Ms. Jorge is a consumer technology executive with experience leading product design at recognizable Fin-tech brands. She is an expert at deepening the customer experience through emerging technologies, and is noted for her customer-centricity and cross-functional leadership. Ms. Jorge is a transformational leader with success unlocking the business value of design to fuel profitable growth. She has deep expertise in customer success and using data to enhance customer relationships and broaden product offerings. All of which qualify her to serve as a Mr. Cooper Group Director.
	Professional Experience
	•  Senior Vice President & Chief Design Officer at Capital One Financial Corporation, a financial services holding company, since June 2023 •  Chief Design Officer at PayPal, a leading financial technology company and online payments system, from November 2020 to May 2023 o   Previously served as Vice President of Design and Research from April 2016 to November 2020 •  Vice President of Digital Design and User Experience at AT&T Inc. from April 2014 to April 2016 •  Various senior leadership roles at: o   eBay Inc. o   Intuit Inc. o   Yahoo! o   Kaiser Permanente o   Kodak •  Serves on the Board of Directors of BayBrazil, a non-profit technology community •  Serves as a board advisor at Loft Brasil, Tecnologia LTDA, a privately-held Brazilian real estate technology company
	Other Public Company Directorships
	•  Current o   None
	•  Past Five Years o   None
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Human Capital Management, Talent, Diversity and Inclusion
		Technology and Innovation
		Branding and Marketing

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Michael Malone Independent Director Since: 2018 (Independent Lead Director) Age: 70 Committees: •  NCG (Chair) •  Compensation	Mr. Malone’s extensive experience in financial services and real estate and service on other public companies’ boards qualify him to serve as a Mr. Cooper Group director.
	Professional Experience
	•  Former Managing Director of Fortress Investment Group LLC, a global investment management group, from February 2008 until February 2012 o   Led Charlotte, North Carolina office o   Responsible for the business of the capital formation group in the southeast and southwest regions of the United States •  Retired from Bank of America in November 2007, after nearly 24 years of service as Senior Executive Banker and Managing Director o   Worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC, including real estate, gaming, lodging, leisure and the financial sponsors businesses
	Other Public Company Directorships
	•  Current o   Walker & Dunlop, Inc.
	•  Past Five Years o   Nationstar o   New Senior Investment Group
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Risk Management
		Human Capital Management, Talent, Diversity and Inclusion
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Branding and Marketing

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Shveta Mujumdar Independent Director Since: 2020 Age: 45 Committee: •  NCG	Ms. Mujumdar has extensive strategy, mergers & acquisitions, and operational experience. Her career has spanned multiple industries including financial services, education, and technology, specifically software and consumer internet. She is a transformational leader, and her financial acumen has helped her to scale businesses through strategy and mergers & acquisitions. She has experience in driving a customer obsessed product innovation-oriented culture. All of which qualify her to serve as a Mr. Cooper Group Director.
	Professional Experience
	•  Senior Vice President, Corporate Development for Intuit, Inc., a business and financial software company, since February 2022 •  Head of Corporate Development for Block, Inc. (formerly Square, Inc.), a financial services and digital payments company from November 2021 to February 2022 •  Vice President, Corporate Development for Intuit, Inc. from September 2016 to November 2021 •  Vice President, Corporate Development for Lynda.com from February 2013 until its acquisition by LinkedIn in May 2015 o   Continued as a consultant for LinkedIn until August 2015 •  Various senior-leadership roles at: o   QuinStreet o   LiveNation/Ticketmaster o   Goldman Sachs Group o   Deloitte •  Member of the Board of the Children’s Discovery Museum
	Other Public Company Directorships
	•  Current o   None
	•  Past Five Years o   None
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Capital Markets/Mergers & Acquisitions
		Technology and Innovation

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Tagar Olson Independent Director Since: 2015 Age: 46 Committee: •  Compensation (Chair)	Mr. Olson’s extensive experience in corporate financings, mergers, acquisitions, investments and strategic transactions, his relationships in the investment banking and private equity industries and his experience in identifying potential merger and acquisition candidates qualify him to serve as a Mr. Cooper Group director.
	Professional Experience
	•  Founder of Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies, since 2021 o   Management Committee member o   Investment Committee chair •  Partner at KKR from 2002 to December 2019 o   Served as head of financial services and hospitality and leisure industry teams o   Served as member of: •  Investment Committee (America’s Private Equity platform) •  Portfolio Management Committee (America’s Private Equity platform) •  Global Investment, Markets and Distribution Committee o   Played significant role in many other financial services sector investments •  Previous role at Evercore Partners Inc. •  Co-founder of the DHPS Foundation, a charitable organization dedicated to the research and treatment of rare genetic diseases •  Serves on the boards of directors of a number of privately-held companies
	Other Public Company Directorships
	•  Current o   None
	•  Past Five Years o   First Data Corporation (now known as Fiserv, Inc.)
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Risk Management
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Human Capital Management, Talent, Diversity and Inclusion
		Environmental, Social and Governance Matters
		Technology and Innovation

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Steve Scheiwe Independent Director Since: 2012 Age: 63 Committees: •  Audit & Risk •  NCG	Mr. Scheiwe’s high level of financial literacy, broad experience serving as a board member of public and private companies, his experience in mergers, acquisitions and financing, his legal acumen and his experience serving on audit committees qualify him to serve as a Mr. Cooper Group director.
	Professional Experience
	•  President of Ontrac Advisors, Inc., a privately-held company which offers analysis and management services to private equity groups, privately held companies and funds managing distressed corporate debt issues, since 2001 •  In addition to the public company Boards of Directors noted below, he serves on the Board of Directors of Penn Treaty American Corporation, a privately-held company operating through three insurance company subsidiaries, since August 2022 •  Previously served on the boards of directors of several other public and privately-held companies in the last ten years
	Other Public Company Directorships
	•  Current o   Atlas Financial Holdings, Inc.
	•  Past Five Years o   Alimco Financial Corporation o   F45 Training Holdings Inc. o   Verso Corporation
	Skills, Experiences and Attributes
		Strategic Leadership and Management
		Financial Services Industry
		Accounting and Financial Literacy
		Risk Management
		Capital Markets/Mergers & Acquisitions
		Public Company Board and Corporate Governance
		Government Relations, Regulatory or Legal
		Human Capital Management, Talent, Diversity and Inclusion
		Environmental, Social and Governance Matters
		Technology and Innovation

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CORPORATE GOVERNANCE

We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens our Board and management accountability and leads to better business performance. We are committed to maintaining strong corporate governance practices and will continually evaluate these practices. Additionally, we value our stockholders’ continued interest and feedback and are committed to maintaining an active dialogue to understand the priorities and concerns of our stockholders on a variety of topics, as well as to understand stockholders’ perspectives on our executive compensation program, our decision-making processes, our disclosure and recent trends and events. This outreach program ensures that our Board considers the issues that matter most to our stockholders so we can address them effectively. Below are some highlights of our corporate governance practices.

Unclassified Board	Stockholder Right to Call Special Meetings and Act by Written Consent of Majority
Majority Independent Director Nominees	Year-Round Stockholder Engagement Process
Independent Lead Director	Board Risk Oversight
Majority Voting for Directors with Resignation Policy	Stock Ownership Guidelines for Officers and Directors
Director Attendance at >75% Of Meetings	Executive Succession Planning Process
100% Board Attendance at 2023 Annual Meeting	Anti-Hedging/Pledging Policy
Independent Directors Meet without Management Present	Annual Review of Committee Charters and Governance Guidelines
Annual Say-on-Pay Vote	Annual Board and Committee Evaluations
CEO Evaluation Process	Demonstrated Board Refreshment
Board Continuing Education Program	Office of Diversity and Inclusion
Code of Conduct for Directors, Officers and Employees	Appointed Diverse Directors in 2019, 2020 and 2022

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Key Areas of Board Oversight

Our Board is responsible for, and committed to, the oversight of the business and affairs of our Company. In carrying out this responsibility, our Board advises our senior management to help drive success for us and for long-term value creation for our stockholders. Our Board discusses and receives regular updates on a wide variety of matters affecting us. Our Board met 18 times in 2023.

Governing Documents

The following primary documents make up our corporate governance framework:

• Corporate Governance Guidelines

• Audit & Risk Committee Charter

• Compensation Committee Charter

• Nominating & Corporate Governance Committee Charter

• Code of Business Conduct and Ethics

• Code of Ethics for our CEO and Senior Financial Officers

These documents are accessible on our website at www.mrcoopergroup.com by clicking on “Governance” under the “Investors” tab. You may also obtain a free copy of any of these documents by sending a written request to Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. Any substantive amendment to or grant of a waiver from a provision of our codes of ethics requiring disclosure under applicable Securities and Exchange Commission (“SEC”) or NASDAQ rules will be posted on our website.

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Corporate Governance Guidelines

This document sets forth the Company’s primary principles and policies regarding corporate governance. The Corporate Governance Guidelines are reviewed from time to time as deemed appropriate by the Board. The matters covered by the Corporate Governance Guidelines include the following:

Board Leadership	Board and Committee Compensation
Size of the Board	Board Self-Evaluation
Board Membership Criteria	Strategic Direction of the Company
Other Public Company Directorships	Board Access to Management
Independence of Directors	Attendance of Management at Board Meetings
Ethics and Code of Conduct	Director Interaction with Outside Constituencies
Conflicts of Interest	Confidentiality
Director’s Change of Job Responsibility	Board Orientation and Continuing Education
Director Retirement Age and Tenure	Director Attendance at Annual Meetings of Stockholders
Director Resignations	Succession Planning
Executive Sessions for Non-Management and Independent Directors	Leadership Development, including Evaluation of the Chief Executive Officer

Board’s Role in Risk Oversight

Senior management has the responsibility to develop and implement our strategic plans and to identify, evaluate, manage and mitigate the risks inherent in those plans. It is the responsibility of the Board to understand and oversee our strategic plans, the associated risks and the steps that our Chief Risk & Compliance Officer and senior management are taking to manage and mitigate those risks. The Board takes an active approach to its role in overseeing the development and execution of our business strategies as well as its risk oversight role. This approach is bolstered by the Board’s leadership and committee structure, which ensures proper consideration and evaluation of potential enterprise risks by the full Board. In addition to receiving information from its committees, the Board also receives updates directly from Mr. Bray, who due to his position as both Chairman of the Board and Chief Executive Officer of the Company, effectively communicates with other members of management and updates the Board on important aspects of our operations. As part of its strategic risk management oversight, the full Board conducts several reviews throughout the year to ensure that our strategy and risk management is appropriate and prudent, including:

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· A comprehensive annual review of our overall strategic plan with updates throughout the year.

· Direct discussions with our Chairman and Chief Executive Officer in executive sessions held at our Board meetings about the state of the business.

· Reviews of the strategic plans and results for our business segments, including the risks associated with these strategic plans, at Board meetings during the year.

· Reviews of other strategic focus areas for the Company, such as innovation, information technology, ESG initiatives, cybersecurity and organizational management. The Board also has overall responsibility for leadership succession for our most senior officers and our Board and reviews succession plans on an ongoing basis.

· Annual review of the conclusions and recommendations generated by management’s enterprise risk management process. This process involves a cross-functional group of the Company’s senior management and the Internal Audit team who identify on a continual basis current and future potential risks facing the Company and provide direction on actions to appropriately manage and mitigate those potential risks. In conjunction with our enterprise risk management process, management also analyzes emerging cybersecurity threats and data privacy laws, as well as our plans and strategies to address them.

The Board has delegated certain risk management oversight responsibilities to specific Board committees, each of which reports regularly to the full Board as follows:

Information Security, Cybersecurity and Data Privacy

Maintaining the privacy and security of the information we create and receive about the Company, our team members, customers, vendors and others is a component of our enterprise risk management program. We have systems in place to safely receive and store that information and to detect, contain and respond to data security incidents. While everyone at Mr. Cooper Group plays a part in information security and data privacy, oversight responsibility is shared by the Board, its committees and management. For additional information on our Information Security program please see “Environmental, Social and Governance – Information Security” on page 34.

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Responsible Party	Oversight area
Board	Oversight of these topics within the Company’s enterprise-wide risk management program
Audit & Risk Committee	Primary oversight responsibility for information security and cybersecurity, including internal controls designed to mitigate risks related to these topics
Management	Our Chief Information Officer, Chief Information Security Officer, Chief Risk & Compliance Officer and senior members of our information security, enterprise risk management and compliance teams are responsible for identifying and managing risks related to these topics and promptly reporting to the Audit & Risk Committee and/or the full Board

Our program and practices in these areas include the following:

· Frequent Board and Committee Education. Management provides regular updates to the Board and the Audit & Risk Committee on these topics throughout the year, including an information security program review.

· Systems and Processes. We use a combination of industry-leading tools and technologies to protect the Company and the personal information we maintain and operate a proactive threat intelligence program to identify and assess risk.

· Understanding Evolving Threats. Our information security team works to understand evolving threats and industry trends.

· Tabletop Exercises. We engage in tabletop exercises to simulate real-life cybersecurity and data privacy threats to provide our management team with the opportunity to practice crisis response and implement policies and processes.

· Operations Based on Best Practices. We have adopted the National Institute of Standards and Technology (NIST) Cybersecurity Framework to better understand, manage, and reduce our cybersecurity risk and protect our networks and data.

· Program Evaluation and Testing. In addition to our internal evaluation and audit of our information security programs, we engage external experts, including cybersecurity assessors, consultants and auditors, to evaluate and test our risk management systems.

· Data Privacy Program. We have invested in resources and technology to meet the evolving data privacy regulatory requirements.

· Regular Training and Compliance Activities for Our Team Members. Our team members receive training to understand the behaviors necessary to protect company and personal information and receive training on privacy laws and requirements. We also offer ongoing practice and education for team members to recognize and report suspicious activity, including phishing campaigns.

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Criteria and Procedures for Selection of Director Nominees and Board Diversity

Although the Board retains ultimate responsibility for nominating members for election to the Board, the NCG Committee conducts the initial screening and evaluation process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for re-election, are selected based upon requirements of applicable laws and NASDAQ listing standards and among other things, the following factors:

Strength of Character   Business Experience and Areas of Expertise Judgment Composition of the Board Principles of Diversity   Time Availability and Dedication Conflicts of Interest

Although we do not have a formal policy on diversity, the NCG Committee appreciates the benefits that diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills, can bring to a board of directors and considers diversity in recruitment and nominations of directors. In the past five years, the Board appointed three female directors, representing 38% of our total Board members, who also have diverse demographic backgrounds and business experiences, which reflects the importance of diversity to the Board.

In conducting the screening and evaluation of potential director nominees, the NCG Committee considers candidates recommended by directors and our management, as well as recommendations from our stockholders. To recommend a candidate for election to the Board, a stockholder must submit the information required by our Bylaws, including, among other things, the following information, to Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary, generally not less than 90 days nor more than 120 days in advance of the one-year anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders:

• the name, age, business and residence address and the principal occupation and employment of the nominee;

• a completed written questionnaire regarding the background and qualification of the nominee;

• the nominee’s consent to being named in the proxy statement as a nominee and all information that would be required to be disclosed in a proxy statement or other filings about the nominee;

• a written representation and agreement regarding voting arrangements that have not been disclosed; compliance with applicable laws; intention to serve a full term if elected and that the nominee will provide true, correct and non-misleading information in all material respects; and

• a description of all monetary arrangements during the past three years and any other material relationships between the nominee and a stockholder.

In considering candidates recommended by stockholders, the NCG Committee will take into consideration the needs of the Board and the qualifications of the candidate.

Board Leadership Structure

We have a strong and active Board composed predominantly of independent directors who understand our business and who work closely with our Chairman & Chief Executive Officer and other members of senior management. The Board has no fixed policy on whether to have an independent chairman. Currently, Jay Bray, our Chief Executive Officer, serves as Chairman of the Board. Our Board has determined that, at this time, this current structure, with a combined Chairman & Chief Executive Officer role and an independent lead director, is in the best interests of the Company and its stockholders. The Board believes the combined role of Chairman of the Board & Chief Executive Officer promotes unified leadership and execution of our strategic plan, facilitates information flow between management and the Board and enables Mr. Cooper Group to benefit from Mr. Bray’s significant institutional and industry knowledge and experience. This combined role is both supplemented and enhanced by the effective oversight and independence of our Board and the leadership provided by our independent lead director. Our Board has appointed Michael Malone, who has extensive leadership experience in the financial services industry, to serve as independent lead director.

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The independent lead director has broad responsibility and has authority to:

· serve as chair during executive sessions of the Board;

· call meetings of the independent directors when necessary;

· preside at meetings of the Board when the Chairman is not present;

· act as liaison between the Chairman & Chief Executive Officer and the Board;

· manage intra-board relationships;

· set meeting agendas; and

· if requested by major stockholders, ensure that he is available for consultation and direct communication.

In general, our independent lead director serves as the liaison between our Chairman and our independent directors. He is available to consult with our Chairman about the concerns of the Board and is available to consult with senior management regarding their concerns. Having an independent lead director fosters a Board culture of open discussion and deliberation, with a thoughtful evaluation of risk, to support sound decision-making. It encourages communication among the directors, and between management and the Board, to facilitate productive working relationships. Working with our Chairman and other Board members, our independent lead director also ensures there is an appropriate balance and focus among key Board responsibilities such as strategy development, review of operations, risk oversight and management succession planning. The Board believes it is important to maintain flexibility with the Board’s leadership structure. The Board will continue to regularly review its leadership structure and exercise its discretion in recommending an appropriate and effective framework to assure effective governance and accountability, taking into consideration the needs of the Board and the Company.

Independent Directors

We recognize the importance of having an independent Board that is accountable to Mr. Cooper Group and its stockholders. Accordingly, our Corporate Governance Guidelines provide that a majority of our directors shall be independent in accordance with NASDAQ listing standards. Currently, nearly 90% of our Board is independent.

Board, Committee and Annual Meeting Attendance

The Board held 18 meetings during 2023. Each director attended at least 75% of the total number of meetings of the Board and committees held during the period he or she served. Directors are invited and encouraged but are not required to attend our annual meeting of stockholders. In 2023, all of our directors attended our annual meeting of stockholders.

Presiding Non-Management Director and Executive Sessions

Our non-management and independent directors meet in executive session without management at least twice per year. Our independent lead director presides at each executive session.

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Committees of the Board

The Board currently has three principal standing committees – Audit & Risk, Compensation and NCG. The Board, upon recommendation from the NCG Committee, reviews committee assignments and determines whether rotation of committee members and committee chairs is appropriate to introduce fresh perspectives and to broaden and diversify the views and experiences represented on the committees. The Board has determined that each member of these committees is “independent,” as defined under NASDAQ’s listing standards and for the purpose of the committees upon which such directors serve.

Nominating & Corporate Governance Committee

Michael Malone, Chair

The current members of the NCG Committee are Michael Malone, Shveta Mujumdar and Steven Scheiwe. Each member of our NCG Committee is independent, as defined under NASDAQ’s listing standards. The NCG Committee met twice in 2023.

The NCG Committee’s purpose is to:

· assist the Board in identifying individuals qualified to serve as members of the Board and its committees;

· develop and recommend to the Board a set of corporate governance guidelines for the Company;

· oversee the evaluation of the Board and its committees;

· review, approve or ratify related-party transactions and other matters which may pose conflicts of interest; and

· otherwise taking a leadership role in shaping our corporate governance.

A copy of the NCG Committee Charter is available on our website. For more information about the process for identifying and evaluating nominees for director, see the “Corporate Governance – Criteria and Procedures for Selection of Director Nominees” section above.

Audit & Risk Committee

Roy Guthrie, Chair

The current members of the Audit & Risk Committee are Roy Guthrie, Daniela Jorge and Steven Scheiwe. The Board has determined that (a) each is “independent”; (b) each is financially literate; and (c) Mr. Guthrie is an “audit committee financial expert,” as these terms are defined by the Securities Exchange Act of 1934 (the “Exchange Act”) and NASDAQ. The Audit & Risk Committee met five times in 2023.

The Audit & Risk Committee’s purpose is to assist the Board in its oversight of:

· our accounting and financial reporting processes and the audits of our financial statements;

· the qualifications, independence and performance of our independent registered public accounting firm;

· our internal audit function and the performance of our internal accounting and financial controls;

· risk management, including information security and cyber risks; and

· our compliance with legal, ethics and regulatory requirements.

A copy of the Audit & Risk Committee’s Charter is available on our website.

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Compensation Committee

Tagar Olson, Chair

The current members of the Compensation Committee are Tagar Olson, Busy Burr and Michael Malone. Each member of our Compensation Committee is independent, as defined under NASDAQ’s listing standards. All directors are also “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act. The Compensation Committee met seven times in 2023.

The Compensation Committee’s purpose is to:

· discharge the Board’s responsibilities relating to the compensation of our Chairman & Chief Executive Officer and other executive officers;

· oversee our compensation policies and programs for our executive officers and directors of the Board;

· review and discuss with management our compensation discussion and analysis to be included in our annual proxy statement and annual report filed with the SEC; and

· prepare the Compensation Committee Report as required by the rules of the SEC.

A copy of the Compensation Committee Charter is available on our website. For additional information regarding the Compensation Committee’s processes and procedures for consideration of director compensation and executive compensation see “Director Compensation” and “Compensation Discussion and Analysis,” respectively.

Incentive Awards Committee

The Compensation Committee has delegated to the Incentive Awards Committee, which consists of Jay Bray, our Chairman & Chief Executive Officer, the authority to make certain awards under our incentive compensation plan to our employees who are not executive officers.

Compensation Advisor

The Compensation Committee has the authority, in its sole discretion, to retain and terminate compensation advisors, including approval of the terms and fees of any such arrangement. In March 2023, the Compensation Committee retained Korn Ferry (US) (“Korn Ferry”) to serve as the Compensation Committee’s independent compensation advisor. Total fees paid to Korn Ferry by the Company for Executive and Director Compensation consulting services were approximately $251,500. During 2023, Korn Ferry did not perform other services for the Company. Additionally, based on (a) standards promulgated by the SEC and NASDAQ to assess compensation advisor independence, which are identified in the Compensation Committee’s Charter and (b) the analysis conducted by Korn Ferry in its independence review, the Compensation Committee concluded that Korn Ferry is an independent advisor to Mr. Cooper Group and that the work performed by Korn Ferry did not raise any conflicts of interest. For more information on the compensation advisor, see “Role of Compensation Advisor” in the “Compensation Discussion and Analysis” section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

There is not, nor was there during 2023, any compensation committee interlock or insider participation on the Compensation Committee.

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Board and Committee Evaluations

Our Board is committed to continuous improvement and recognizes the importance of a robust evaluation process to enhance board performance and effectiveness. Our NCG Committee oversees the annual performance evaluation of the Board and ensures that each of the Board’s committees conducts an annual self-evaluation. In general, covered areas include Board alignment, governance, strategy, culture, composition, information received, meetings and leadership. In 2023, the NCG Committee engaged a third-party provider to administer online assessment questionnaires for the Board and its committees. After completing the questionnaire, the Board and its committees received a full report with tailored analyses, summarized assessment results, including areas of concern for discussion, highlights of effective practices and recommendations for ongoing development. The Board and its committees met to discuss the results.

2023 Evaluations: A Multi-Step Process:

Communications with the Board

Any Mr. Cooper Group stockholder or other interested party who wishes to communicate with the Board or any of its members, including our independent lead director, may do so by writing to: Board of Directors (or one or more named directors) c/o Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as annual report requests, business solicitations, advertisements and job inquiries. Any communication that is screened as described above will be made available to any director upon his or her request.

Communications with the Audit & Risk Committee

Complaints and concerns relating to our accounting, financial reporting, internal accounting controls or auditing matters (together, “Accounting Matters”) should be communicated to the Audit & Risk Committee of the Board. Any such communications may be made on an anonymous basis. Employee concerns or complaints may be reported to the Audit & Risk Committee through a third-party vendor, The Network, Inc., which has been retained by the Audit & Risk Committee for this purpose. The Network, Inc. may be contacted toll-free at 866-919-3222 or via NAVEX Global’s website at www.mrcooper.ethicspoint.com. Outside parties, including stockholders, may bring issues regarding Accounting Matters to the attention of the Audit & Risk Committee by writing to: Audit & Risk Committee c/o Executive Vice President & Chief Legal Officer, Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019.

All complaints and concerns will be reviewed under the direction of the Audit & Risk Committee and oversight by the Chief Legal Officer and other appropriate persons as determined by the Audit & Risk Committee. The Chief Legal Officer reports to the Audit & Risk Committee on such communications.

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Stockholder Engagement

We believe that effective corporate governance includes regular, active dialogue with analysts, stewardship teams, investors in our equity and senior notes, and other market participants, and we consider their feedback on our executive compensation program, governance, board as well as the Company’s strategy, financial results and disclosures, and industry and market trends.

Stewardship Engagement

Over the last few years, we have embarked on a robust stockholder outreach program. That feedback has been an important input into the Board’s review and decisions around our Board, governance, compensation and sustainability-related practices.

In 2023, we continued to proactively meet with our stockholders and provide management and the Board with feedback heard during these engagement meetings. Our outreach included soliciting ten of our largest investors, representing approximately 50% of our outstanding shares. Three of our largest stockholders, representing approximately 33% of our outstanding shares, accepted our request. Our Compensation Committee Chairman and representatives from our investors relations and corporate governance teams participated in these meetings.

Additional Engagements

Stockholder dialogue is also a year-round practice through our investor relations team. We are working to further improve our engagement by increasing our participation in investor conferences and non-deal roadshows, revising selected disclosures to increase clarity, and improving the consistency and effectiveness of our communications. During 2023, we had over 300 separate meetings and calls with equity investors and analysts, in addition to participation in earnings conference calls.

Feedback that we received from stockholders was taken into account in the design of our executive compensation program, as further discussed in the Compensation Discussion and Analysis section of this proxy statement.

We are committed to maintaining an active dialogue with stockholders to understand stockholders’ perspectives, and we plan to continue this dialogue. Stockholders are always welcome to communicate their views as described under “Communications with the Board” in this proxy statement.

Director Compensation

The Compensation Committee seeks outside advice from its compensation advisor on market practice and reviews independent director compensation to confirm the compensation we offer is market appropriate without being excessive. Under this assessment, the Compensation Committee determines if it should recommend that the Board make any changes to the compensation for our independent directors. No changes were made to the compensation for the independent directors for 2023. The independent director fees are payable in semi-annual installments in arrears, based on the following framework for 2023:

Cash Retainer	Lead Director	Audit & Risk Committee Chair	Compensation Committee Chair	NCG Committee Chair	Audit & Risk Committee Member	Compensation Committee Member	NCG Committee Member	Annual   Equity Award
$125,000	$85,000	$85,000	$60,000	$45,000	$35,000	$25,000	$20,000		$110,000

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Our Directors had the following responsibilities in 2023:

Name	Lead Independent Director	Audit & Risk Committee	Compensation Committee	NCG  Committee
Busy Burr			M
Roy Guthrie		C
Daniela Jorge		M
Michael Malone	X		M		C
Shveta Mujumdar					M
Tagar Olson			C
Steven Scheiwe		M			M
(X denotes Lead Independent Director; C = Committee Chair; M = Committee Member)

All of our independent directors received a grant of $110,000 restricted stock units on May 11, 2023, the date of our 2023 Annual Meeting of Stockholders, which vest on May 11, 2024. The independent directors have the option to defer the date that some or all vested restricted stock units are converted into shares of common stock and delivered to the director.

Our 2019 Omnibus Incentive Plan (“Omnibus Incentive Plan”) places an aggregate yearly limit of $750,000 for the value of awards that can be granted together with cash fees paid to our non-employee directors.

The following table sets forth certain information regarding the compensation paid in 2023 to our independent directors.

Name	Fees earned or paid in cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)
Busy Burr		150,000		110,000		260,000
Roy Guthrie		210,000		110,000		320,000
Daniela Jorge		150,267		110,000		260,267
Michael Malone		289,685		110,000		399,685
Shveta Mujumdar		145,000		110,000		255,000
Tagar Olson		185,000		110,000		295,000
Steven Scheiwe		180,000		110,000		290,000

⁽¹⁾ Represents fees actually paid in 2023.

⁽²⁾  On May 11, 2023, each independent director received 2,559 restricted stock units which vest on May 11, 2024.

⁽³⁾  Represents the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation excluding the effect of estimated forfeitures during the applicable vesting periods of restricted stock units granted to each of the independent directors. The aggregate number of stock awards outstanding on December 31, 2023, for our directors can be found in the “Security Ownership of Certain Beneficial Owners” section below.

Fees to independent directors may be made by issuance of Mr. Cooper Group common stock, based on the value of common stock at the date of grant, rather than in cash, provided that any such issuance does not prevent a director from being independent and the shares are granted pursuant to a stockholder approved plan. Directors who are also our employees receive no additional compensation for their services on the Board. All members of the Board are reimbursed for reasonable costs and expenses related to attending Board or committee meetings or other meetings with management and for expenses related to director education programs.

Director Stock Ownership Guidelines

Our stock ownership guidelines provide that non-employee directors are expected to accumulate, within five years of their election to the Board, shares of Mr. Cooper Group stock equal in value to at least five times the amount of their annual cash retainer. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including deferred vested awards and unvested restricted stock units. Our Board established this particular level of stock ownership for our non-employee directors to have the interests of our non-employee directors aligned with the investment interests of our stockholders.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Our Board oversees ESG-related matters as part of its risk management oversight responsibilities. Our EVP & Chief Administrative Officer raises relevant ESG topics to the Board on an ongoing basis.

Environmental Practice

We are committed to conducting operations and activities in a manner that provides and maintains safe and healthful working conditions, protects the environment and conserves natural resources. We maintain practices so that our operations are managed and operated in compliance with applicable laws and regulations. As part of our green initiatives, we promote environment-friendly solutions within our buildings, including a recycling program and a reduction in paper products. Our corporate headquarters building is Energy Star Certified and Leadership in Energy and Environmental Design (LEED) Certified by the United States Green Building Council (USGBC). Beginning in 2020, we shifted more than 95% of our team to remote work allowing us to consolidate the space utilized by essential workers in our office buildings by 663,000 square feet over the past 4 years. This reduction in utilized square footage resulted in lower total energy use in our office buildings and significantly decreased the amount of paper printing, which has continued through 2023. Our team members continue to operate in a home-centric model of work that encourages the routine use of technology for meetings and presentations as opposed to printing paper handouts and reduces the environmental impacts associated with daily employee commuting.

For our customers, we actively encourage electronic communications including campaigns tied to non-profit group donations as customers chose to go “paperless.” In 2023, we continued our tradition of organizing a paperless campaign for customers. Our efforts to encourage digital communication have resulted in year-over-year increases in both customers who have a registered digital account with us (87.4%, up from 86.1% at the end of 2022) and customers who have signed up for paperless communications (59.5%, up from 55% at the end of 2022).

Social Responsibility

Social Responsibility plays an important role in our business as we aim to foster our team culture, meet the evolving needs of our customers and be good stewards of our communities. We are grounded in a set of three intangible core values – being challengers of convention, champions for our customers and cheerleaders for our team.

For Our Team Members

We want our approximately 6,800 team members across the U.S. and India to be engaged and inspired by purposeful work. Our most recent engagement survey, which led to our fifth Great Place to Work^® certification and inclusion on the 2023 Great Place to Work^® and Fortune Best in Financial Services and Insurance and Best Workplaces in Texas and India lists, shows how these intentional efforts are making a difference, with 88% of survey participants having said that Mr. Cooper Group is a great place to work.   Over the last few years, we transformed from the inside and cultivated a people-first culture, utilizing team member feedback to drive new initiatives and have focused on the following:

• Talent Development: We invest in attracting, developing and retaining the best talent, and we know that focusing on holistic training, development and onboarding experiences will continue to be key in our journey from better to best. Over the past year, we offered our employees 272,000 hours of training across a broad range of categories, including leadership, inclusion professional skills, and performance management. Ensuring we have the next generation of leaders ready to take on more comprehensive roles is also a priority for our development initiatives. Comprehensive talent reviews across the organization are conducted annually to ensure we have ready successors for our most important roles.

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• Performance Management: To drive transparency in ratings and team member performance, our performance management process is based on a five-point scale, which simplifies the review process and makes it easier for team members to evaluate themselves, while improving the process for managers in evaluating their teams. In the evaluation and goal setting processes, every team member has strategic goals that align with our priorities. Additionally, every team member is rated on our three core values, helping to ensure that all team members are striving to reflect our values every day through their work. Leaders are also encouraged to have more frequent touchpoints to share feedback on performance and create an open dialogue on career goals.

• Total Rewards: We are proud to offer team members competitive pay and a variety of benefits to attract and retain top talent. To provide more insight into the value of all benefits they receive from compensation to medical benefits, each team member has access to a personalized Total Rewards statement, which provides a simple, complete picture of a team member’s pay, medical benefits, life insurance, retirement plan, tax-free spending accounts, family benefits, career development opportunities and more.

o Compensation: We abide by a pay for performance philosophy, which is a model in which rewards are linked to a team member’s performance. Rewards are differentiated, which results in top performers receiving higher rewards, showing team members they are being compensated based on their individual contributions. To ensure our compensation practices are fair and market competitive, we evaluate our pay ranges every year using data from several industry surveys.

o Attractive Benefits: We believe that our benefits help us to attract and retain top talent, including some of the following offerings – Healthcare Exchange, which provides a choice of competitive insurance options; Team Member Mortgage Loan Program; Down Payment Assistance Program; Student Debt Repayment Program; Fertility and Adoption Benefits; and a Team Member Relief Fund, which is a Company-funded program that provides cash grants to our team members who may be experiencing catastrophic disasters or personal hardship.

Diversity, Equity and Inclusion Initiatives

Our success as a business is directly tied to our ongoing efforts to attract and retain diverse talent, promote fairness and equity and maintain an inclusive environment where each team member can thrive. To formalize our values of embracing and leveraging diversity, we established our internal Office of Diversity, Equity and Inclusion to serve as a driver and a resource for our team members and the community. The Office of Diversity, Equity and Inclusion has spearheaded numerous programs and had 11 Employee Resource Teams, as of December 31, 2023. These teams are core to our culture and play a vital role for their members and the Company by fostering a diverse, equitable and inclusive workplace aligned with our mission, values, goals, business practices and objectives. In 2023, the Office of Diversity, Equity and Inclusion realigned its focus to prioritize education for our team members and service within our communities. As part of these efforts, the Office of Diversity, Equity and Inclusion facilitated 30 events honoring Heritage Months, while the Company’s Employee Resource Teams sponsored 17 events, comprised of speaking engagements, career development workshops and community service. In addition, all people leaders and individual contributors in an equivalent leadership role have Diversity, Equity and Inclusion performance actions included in their performance goals.

We know our work in Diversity, Equity and Inclusion is a journey. In our ongoing commitment to our journey, we focus our efforts in four key areas:

• Employee Resource Teams – We want participation in our Employee Resource Teams to elevate their members personally and professionally, and we want their work to advance our business, impact our communities and foster a strong culture.

• Data Transparency – We believe in promoting visibility and providing accountability when it comes to DEI and will continue to invest in more reporting and greater transparency.

• Targeted Education – We know education is key to leading inclusively and equitably, and we will continue to offer robust learning opportunities available to everyone in the organization.

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• Community Impact – We will continue partnering with our communities through outreach efforts, volunteerism, government sponsored initiatives and supplier diversity programs, to keep the dream of homeownership alive.

As part of our Diversity, Equity and Inclusion support, in 2023, we also created a supplier diversity program, including launching a supplier diversity web portal to ensure we maintain a robust and diverse vendor pipeline as part of our procurement efforts. We recognize supplier diversity as a business strategy that strengthens the local, national and broader global community while generating economic opportunity for disadvantaged communities. We appreciate the strategic benefits and value derived from robust supplier diversity initiatives and commit to their continuous improvement.

In Our Communities

Alongside government and non-profit housing organizations, in 2023, we regularly partnered with local communities to connect with homeowners to assist with their housing questions and provide helpful resources. We also encourage team members to volunteer their time and efforts to support their local communities through Company initiatives.

As the country’s largest servicer, we are committed to working alongside other industry leaders to ensure we keep the dream of homeownership alive. We have continued to play an active role in industry and housing policy conversations focused on supporting homeowners as the country has come out of the COVID-19 pandemic. We are proud to participate in the U.S. Department of the Treasury Homeowner Assistance Fund (“HAF”) Program, which was designed to prevent mortgage delinquencies and defaults, foreclosures, loss of utilities or home energy services, and displacement of homeowners experiencing financial hardship after January 21, 2020. Through the HAF Program, in 2023, we helped approximately 22,000 customers get access to more than $360 million in funds.

We are also a premier sponsor of our local United Way and Habitat for Humanity events. We also encourage team members to volunteer with the non-profit organization of their choice by providing all team members paid time off each year for volunteer activities. In 2023, our team came together to participate in about 90 volunteer events totaling more than 6,700 volunteer hours.

Information Security

Cyber Risk Management and Strategy

Our cyber risk management and strategy has been incorporated into our compliance and risk management program across a number of verticals. For example, information security risk assessments are performed across our business processes, including, but not limited to, third-party services, vendors and systems that process sensitive data. We undergo external annual penetration assessments to evaluate susceptibility to attack, for example, through social engineering, application websites and system/network vulnerabilities. We aim to continuously evolve our information security program in response to the ever-changing landscape of best practices, industry-specific risks, company-specific risks, and potential threats. This evolution is also driven by validation tests in an effort to ensure our program remains robust and effective. In the wake of the October 2023 cybersecurity incident, we prioritized implementation of enhanced safeguards consistent with our incident response process and further fortifying our commitment to information security.

We also have a process to evaluate third-party providers, which is designed to understand the potential risks and impact of threats to our supply chains as well as potential privacy risks associated with external data management. This process has multiple components and is designed to assess our providers performance across several domains, including data security, asset management, communications and operations management, access control, business continuity management, financial, and legal compliance.

Considering the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity assessors, consultants, and auditors, in evaluating and testing our risk management systems. These engagements allow us to leverage specialized knowledge and insights, including leading industry practices, to better inform our cybersecurity strategies and processes. Our collaboration with these third parties includes audits, threat assessments, and consultations to enhance our security measures.

In addition, we undergo several compliance audits annually, which include a SOX compliance audit, and a SOC1 audit. Our approach to managing compliance-related risks includes maintaining a data loss prevention program, centralized compliance management, an identity management platform, ongoing Managed Security monitoring, threat and vulnerability monitoring, and information security risk insurance.

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Governance Related to Cybersecurity Risks

Our Board conducts several reviews throughout the year in an effort to ensure that our cyber strategy and risk management is appropriate and prudent. It is the responsibility of the Board to understand and oversee our strategic plans, the associated risks, and the steps that our senior management team is taking to manage and mitigate those risks. Principle responsibility in this domain is shared by our Chief Risk and Compliance Officer, who has approximately 20 years of leadership experience in the financial services sector with an extensive background in the mortgage industry, and our Chief Information Officer, who has approximately 20 years of experience leading technology and product engineering functions.

Our Enterprise Risk Committee reviews and discusses cybersecurity, information security and data privacy risks at regular intervals. A quarterly Enterprise Risk Committee meeting is chaired by our Chief Risk and Compliance Officer and includes information security briefings led by the Chief Information Security Officer.

We also hold quarterly Audit and Risk Committee meetings, during which our Board receives briefings on information security matters. Risks that are identified during these processes are reviewed by executive leadership and corrective action plans are established to address and manage the issues, as applicable and appropriate.

We believe in a proactive approach to enterprise risk management. A major tenet of our cybersecurity program includes training to educate and inform team members on cyber hygiene and threat management as well as regular testing to check for understanding. We have invested in technology and dedicated internal resources to facilitate training for application developers, conduct tabletop exercises, run anti-phishing campaigns, and train on privacy regulations. These training activities, along with other key risk indicators, are tracked and reported to our Enterprise Risk Committee on a quarterly basis.

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EXECUTIVE OFFICERS

The following summarizes the business experience of our current executive officers other than Mr. Bray:

Michael Weinbach     President  Age: 50	Mr. Weinbach has more than 25 years in the financial services industry, with extensive experience in the mortgage industry.
	Professional Experience
	•   Company’s President since February 2024 o   Executive Vice President from January 2024 to February 2024 •   Advisor for MSW Advisors and McKinsey & Company from October 2022 to December 2023 •   CEO of Consumer Lending for Wells Fargo & Company from April 2020 to September 2022 o   Member of the firm’s Operating Committee, responsible for leading more than 40,000 team members focused on credit cards, merchant services and home, auto, student and personal lending •   CEO of Chase Home Lending for JPMorgan Chase from November 2003 to April 2020 •   Prior leadership roles in consumer and business banking, mortgage servicing and auto finance, with oversight of sales, finance and operations

Kurt Johnson      Executive Vice President &  Chief Financial Officer  Age: 54	Mr. Johnson has more than 25 years of experience in the mortgage-banking industry.
	Professional Experience
	•   Company’s Executive Vice President & Chief Financial Officer since March 2023 o   Executive Vice President & Chief Risk and Compliance Officer from April 2021 to March 2023 o   Executive Vice President & Chief Credit and Risk Officer from February 2021 to April 2021 o   Senior Vice President & Chief Credit Officer of Nationstar Mortgage LLC from July 2019 to February 2021 o   Senior Vice President of Nationstar Mortgage LLC from November 2015 to July 2019 ◾ Led Project Titan, the Company’s initiative to enhance servicing technology •   Senior leadership positions at OneWest Bank for six years •   Assisted FDIC in developing a streamline modification program--the template for the Home Affordable Modification Program (HAMP)

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Carlos Pelayo     Executive Vice President &  Chief Legal Officer Age: 55	Mr. Pelayo has more than 20 years of experience in the legal field, and has extensive experience in financial services, regulatory compliance, litigation, capital markets and transactional work.
	Professional Experience
	•   Company’s Executive Vice President & Chief Legal Officer since February 2023 •   Managing Director and Legal Executive for Merrill Lynch Wealth Management, a division of Bank of America, from December 2014 to February 2023 •   Managing Director and General Counsel for Barclays’ investment-driven private banking business in the Americas from May 2007 to December 2014 •   Senior Vice President, Legal for Lehman Brothers (prior to its acquisition by Barclays) •   Senior Associate for Davis Polk & Wardwell LLP from 2001 to May 2007 •   Judicial Law Clerk for the Honorable Jan E. Dubois, United States Judge for the Eastern District of Pennsylvania from 1999 to 2000

Michael Rawls      Chief Executive Officer – Xome  Age: 54	Mr. Rawls has more than 25 years of expertise in mortgage operations, concentrating in loss mitigation, foreclosure, bankruptcy and real estate owned portfolios.
	Professional Experience
	•   Chief Executive Officer of Xome Holdings LLC, an indirect wholly-owned subsidiary of the Company since January 2020 •   Company’s Executive Vice President, Servicing from July 2018 to January 2020 •   Executive Vice President, Servicing of Nationstar and Nationstar Mortgage LLC from June 2015 to January 2020 •   President of Champion Mortgage from 2014 to June 2015 •   Executive Vice President, Default at Nationstar from 2013 to 2014 •   Senior Vice President, Loss Mitigation at Nationstar from 2008 to 2013 •   Various key positions at Nationstar from 2000 to 2008

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the executive compensation programs for the individuals that served as our Chief Executive Officer, Chief Financial Officer and our other named executive officers (“NEOs”) in 2023, as set forth below.

Name	Title
Jay Bray	Chairman and Chief Executive Officer
Kurt Johnson	Executive Vice President and Chief Financial Officer
Chris Marshall(1)	Vice Chairman and President
Carlos Pelayo	Executive Vice President and Chief Legal Officer
Michael Rawls	Executive Vice President – CEO Xome
Jaime Gow(2)	Former Executive Vice President and Chief Financial Officer

⁽¹⁾ Mr. Marshall announced his intention to retire in October 2023, and on February 1, 2024, Mike Weinbach became our President.

⁽²⁾ Mr. Gow’s employment as Chief Financial Officer ended on March 6, 2023, and his employment with the Company ended on October 16, 2023.

This CD&A provides discussion and analysis of our executive compensation framework, including (a) elements of pay, (b) 2023 performance of our NEOs and resulting incentive awards, (c) the process and rationale by which we determined these awards and (d) our compensation governance policies.

Executive Summary

Over the course of the past several years, the Compensation Committee, Board and management team have substantially reoriented our compensation program from a framework that was primarily cash-based and discretionary to a framework that directly aligns compensation with the achievement of well-defined financial and strategic goals and increases equity-based compensation. We believe this better aligns the interests of management with those of stockholders and provides the proper incentives for management to focus on long-term stockholder value. We will continue to ensure our compensation program meets this primary goal.

Our executive compensation program achieves this primary goal by awarding a substantial majority of annual compensation in the form of variable performance-based incentives. In making its final compensation decisions for 2023, the Compensation Committee considered the following accomplishments during the fiscal year:

● Generated $654 million pretax income, $660 million of pretax operating income⁽¹⁾ and $500 million net income, equivalent to $7.30 per diluted share.

● Generated pretax servicing income of $882 million and grew the servicing portfolio by 14.0% to $992 billion in UPB (4.6 million customers), which was a faster pace than our major peers.

● Successfully reduced the number of servicing calls per loan from 1.6 to 1.1 year-over-year, as a result of ongoing investments in process improvements.

● Originated $12.6 billion in funded volume and generated $99 million in pretax originations income, which compares favorably to consistent quarterly losses for the originations industry throughout 2023, according to the Mortgage Bankers’ Association originations survey.

● Achieved a refinance recapture rate of approximately 77% in the Direct-to-Consumer channel that was more than three times the industry average.

● Increased tangible book value per share⁽¹⁾ by 12%, from $56.72 at year-end 2022 to $63.67 at year-end 2023.

● Achieved Great Place to Work certification for the fifth consecutive year and was ranked #15 on the Best Workplaces in Texas list and among the Best Workplaces in Financial Services and Insurance by Great Place to Work and Fortune.

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● Acquired Home Point Capital, adding its $83 billion servicing portfolio in a transaction which was accretive to tangible book value and which was essentially self-funded through the assumption of $500 million in senior notes.

● Acquired Rushmore Servicing and Roosevelt Management Company, enhancing our special servicing capabilities and establishing the foundation to launch our first MSR Fund.

● Won a major new subservicing client with a portfolio of approximately $90 billion.

● Continued to promote diversity, equity and inclusion through leadership development resulting in women in leadership roles stable at 41% and an increase in BIPOC leadership representation from 38% to 39% year-over-year.

● Successfully advanced succession planning, including (a) promoting Kurt Johnson to Chief Financial Officer, (b) ensuring plans were in place when Chris Marshall announced his retirement, including compiling a list of candidates which allowed us to hire Mike Weinbach in early 2024 and (c) entering into employment agreements with both our CEO, Jay Bray, and then President, Chris Marshall.

⁽¹⁾ Annex A includes a discussion and reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Under our executive team’s leadership and against the backdrop of an evolving mortgage market and interest rate environment, we have meaningfully and consistently outperformed peers over a three- and five-year period through thoughtful strategic decision-making and successful navigation of management transitions. Our operational focus on growing our Servicing portfolio through accretive acquisitions and enhancing our capabilities and existing infrastructure, as well as our continued investments to bolster efficiency and product roll-outs in Originations, has resulted in outsized shareholder returns when benchmarked against broader market constituencies.

⁽¹⁾ 1-Year TSR shown represents FY2023.

⁽²⁾  3-Year TSR shown represents period from FY2021 – FY2023.

⁽³⁾ 5-Year TSR shown represents period from FY2019 – FY2023.

As discussed further below, our Board and Compensation Committee have been actively focused on both short- and long-term succession planning. This culminated with our announcements that we entered into employment agreements with both our CEO, Jay Bray, and then President, Chris Marshall. The Board took these actions because it believes that continuity of leadership is critical to the successful execution of our strategy and driving long-term shareholder value. The employment agreement with Mr. Bray incentivizes him through a one-time equity award to both remain with the Company and build on our positive momentum, execute on our strategy and unlock our next phase of growth.

2023 Say-On-Pay Vote and Stockholder Feedback

At our 2023 Annual Meeting of Stockholders, approximately 98% of the votes cast on the say-on-pay proposal were voted in favor of our 2022 executive compensation program. Following the vote, the Compensation Committee reviewed these results and will continue to enhance, and engage with stockholders on, our executive compensation program.

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Outreach to Stockholders

Over the last few years, we have embarked on a robust stockholder outreach program. That feedback has served as a key input to compensation design and structural upgrades implemented since 2018. In 2023, we continued to proactively meet with our stockholders to discuss executive compensation and to provide our investors with an opportunity to provide management and the Compensation Committee with feedback. Our outreach included soliciting ten of our largest investors, representing approximately 50% of our outstanding shares. Three of our largest stockholders, representing approximately 33% of our outstanding shares, accepted our request. Our Compensation Committee Chairman and representatives from our investors relations and corporate governance teams participated in these meetings.

During these engagements, we discussed our leadership transition and succession planning efforts for the CEO and President roles, including the related compensation arrangements for Mr. Bray and Mr. Marshall. Stockholders were supportive of the Board’s actions, including the decision to enter into an employment agreement and grant Mr. Bray a performance-based one-time equity award to drive continued strong financial performance and to encourage him to remain with Mr. Cooper Group during a critical growth period. Stockholders did not express any concerns with the employment agreement and compensation arrangement with Mr. Marshall following his announcement to retire.

Compensation Program Enhancements

Throughout our discussions over the last few years, we heard broad support for our ongoing compensation programs, which were further enhanced through investor guidance. Specifically, investors expressed a preference for (a) using relative TSR as a performance metric versus absolute TSR and (b) eliminating the one-year vesting option, which rewards annual versus long-term performance. As a result, our 2023 performance share unit program (a) eliminates the one-year vesting period and provides for a three-year cliff vest and (b) utilizes two evenly weighted key performance metrics: Tangible Book Value and Relative TSR, which is measured against companies of the S&P 1500 Composite Financials index. Additionally, if the Company’s TSR is negative during the performance period, the relative TSR portion of the award is capped at target and can only be adjusted downward.

We also heard from many investors a preference for a more quantitative and factor-based approach to setting executive incentive awards based on a broader range of strategic and financial metrics. As a result, in 2022, we re-designed our annual incentive plan framework to place more emphasis on quantitative performance by increasing the financial metrics scorecard weighting.

We are committed to maintaining an active dialogue with stockholders to understand their perspectives on our executive compensation program and provide transparency into our practices. We plan to continue our outreach activities throughout the year and will continue to modify our compensation programs as necessary to ensure our practices are aligned with our long-term strategy and optimizing stockholder returns.

Corporate Objective and Executive Compensation

Our overall corporate objective is to deliver a fair return to stockholders that is commensurate with the risks of our business. We review our compensation programs and related governance provisions and practices to ensure our compensation programs are aligned to the interests of stockholders, provide for appropriate pay for performance alignment, contain risk mitigating features and do not promote unnecessary and excessive risk. For example, as discussed below, the strategic metrics in our annual cash incentive plan contain metrics to maintain regulatory compliance and manage risk. Our critical measure of success is stockholder return. Our compensation program for senior executives aligns the interests of management and stockholders in growing the value of our Company while managing risk. At the same time, we recognize the market for executive talent requires competitive remuneration. Our compensation program is designed to balance three objectives:

● Motivate and reward management for creating and executing a strategy that drives stockholder return;

● Attract, retain and motivate our executive level talent; and

● Manage the cost of the program by aligning compensation with both Company and executive performance.

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Below are some highlights of our compensation program:

What We Do		What We Don’t Do
✓  Align our executive pay with performance ✓  Annual “say-on-pay” advisory vote ✓  Set multiple challenging performance objectives ✓  Stock ownership guidelines for executive officers and directors ✓  Independent compensation consultant engaged by the Compensation Committee ✓  Annual review and approval of our compensation strategy ✓  Significant portion of executive compensation at risk ✓  Double trigger equity acceleration default provision upon change of control ✓  Minimum equity award vesting periods for time-based restricted stock units ✓  Clawback of incentive compensation under specified circumstances		X   Tax gross-ups for change of control benefits X   Permit short sales, hedging, or pledging of stock ownership positions X   Strict benchmarking of compensation to a specific percentile of our peer group X   Excessive perquisites

Overview of the 2023 Executive Compensation Program for our NEOs

The compensation program for our NEOs has three components: base salary, annual cash incentive awards and equity awards (both time and performance-based). On average, approximately 80% of the NEOs’ target total compensation is in the form of variable awards, with the award value based on financial performance and the execution of strategic objectives. The chart below illustrates the principal pay elements of our compensation program and the rationale for their use.

				Long-term Equity Incentive Awards
	Base Salary		Annual Cash Incentive	PSUs(1)	RSUs(2)
	Fixed		Variable Pay (~80%)
Purpose of Pay Element	◾  Provide a fixed level of compensation to attract and retain executives		◾  Provide cash rewards for the attainment of short-term performance objectives ◾  The short-term objectives aim to improve the customer experience, maintain regulatory compliance, manage risk and strengthen employee commitment	◾  Holds executives accountable to long-term objectives and ensures their interests align with those of stockholders	◾  Retain and reward executives ◾  Align interests of the executives with those of stockholders
Timeframe	N/A		◾  Annual	◾  3-year performance period	◾  3-year ratable vesting period
Performance Metrics	N/A		◾  Metrics differ per executive and includes the ◾  following: o  Adjusted EBT o  Xome Adjusted EBT o  Core functional expense o  Strategic objectives	◾  Tangible Book Value (50%) ◾  Relative TSR measured against S&P Composite 1500 Financials index (50%)	N/A

⁽¹⁾ Messrs. Bray and Marshall received performance-based equity in 2023.

⁽²⁾ All of our NEOs received time-based equity in 2023.

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2023 Total Target Compensation and Outcomes

The Compensation Committee reviewed our target compensation pay levels to assess whether they remain aligned with current strategic and business objectives and best practices within our industry. To maintain competitiveness, and to ensure there is a proper pay-for-performance alignment, the Compensation Committee considered industry prevalent practice, scope of our NEOs’ responsibilities, individual performance, tenure and experience at their respective role, and internal pay equity when identifying target compensation figures. In 2023, the Compensation Committee (a) increased Mr. Johnson’s target total direct compensation in connection with his promotion to Chief Financial Officer in March and (b) as discussed further below, in connection with Mr. Marshall’s upcoming retirement adjusted the mix of Mr. Marshall’s annual cash bonus and equity awards, with a higher emphasis on incentive cash and time-based restricted stock units, to reflect his role and contributions and to incentivize him to remain through the successful transition to his successor.

The table below outlines the target total compensation for the 2023 performance year on an annualized basis for each of our NEOs based on our four principal pay elements. The Compensation Committee determined the target total direct compensation, and that of each element, at the beginning of 2023.

Executive		Base Salary		Target Annual  EMIP		Target Long-Term  Incentive (1)		Target Total Direct  Compensation
Jay Bray		$1,000,000		$2,500,000		$7,250,000		$10,750,000
Kurt Johnson		$  500,000		$  750,000		$  750,000		$ 2,000,000
Chris Marshall		$  750,000		$2,875,000(2)		$2,875,000(2)		$ 6,500,000
Carlos Pelayo		$  430,000		$  387,000		$  387,000		$ 1,204,000
Michael Rawls		$  450,000		$1,080,000		$  750,000		$ 2,280,000
Jaime Gow(3)		$  400,000		$  360,000		$  360,000		$ 1,120,000

⁽¹⁾ In 2023, Messrs. Bray and Marshall received performance-based equity awards. Each of our NEOs received time-based equity awards.

⁽²⁾ Target annual EMIP and target long-term incentive values are split 50/50 per Mr. Marshall’s Employment and Transition Agreement, as discussed below.

⁽³⁾ Mr. Gow’s final compensation was determined pursuant to his Transition and Separation Agreement as described below.

At the conclusion of 2023, based on Company and individual performance, the annual EMIP payouts and the long-term incentive award grant values were determined. The long-term incentive awards were granted in March 2024, in recognition of 2023 performance, and will be included in next year’s proxy statement.

The following table summarizes the pay components for the 2023 performance year for each NEO. The equity-based awards for the 2023 performance year will differ from the Summary Compensation Table below, which under SEC rules will show the equity-based award in the year in which they were granted. Therefore, the equity-based awards for the 2023 performance year will be reported in the Summary Compensation Table for 2024. The total compensation amount for Mr. Bray does not include the value driver award described below.

Executive	Base Salary ($)	Annual Cash Incentive ($)	RSUs ($)	PSUs ($)	Total Compensation ($)
Jay Bray	1,000,000	4,625,000	3,625,000	3,625,000	12,875,000
Kurt Johnson	500,000	1,230,000	750,000	750,000	3,230,000
Chris Marshall	750,000	3,512,000	2,107,500	1,405,000	7,774,500
Carlos Pelayo	430,000	553,656	387,000	—	1,370,656
Michael Rawls	450,000	1,026,000	850,000	—	2,326,000

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The graphs below outline our NEOs’ 2023 target pay mix:

CEO Target Mix of Pay	Average NEO Target Mix of Pay

Base Salary

The Compensation Committee sets base salaries considering the scope of each NEO’s responsibilities and market data on compensation levels necessary to recruit and retain executives with the appropriate skills and experience. The Compensation Committee reviews base salaries annually in connection with its performance evaluation process and adjusts salaries periodically based on the individual performance of each NEO and the overall performance of the Company. Periodic base salary adjustments are intended to ensure that the individual’s overall compensation remains competitive for the position and responsibilities.

In determining base salary for our NEOs for 2023, the Compensation Committee considered the base salaries of our peer group and determined that no increase to base salary was appropriate for our NEOs at this time, except for Mr. Johnson, who received an increase in base salary to align him to market as a result of his promotion to Chief Financial Officer in March.

Base Salary

Executive	2022	2023	% Increase
Jay Bray	$1,000,000	$1,000,000	0%
Kurt Johnson	$ 400,000	$ 500,000	25%
Chris Marshall	$ 750,000	$ 750,000	0%
Carlos Pelayo	N/A	$ 430,000	—
Michael Rawls	$ 450,000	$ 450,000	0%
Jaime Gow	$ 400,000	$ 400,000	0%

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Executive Management Incentive Plan Awards

Each of our NEOs participates in the Executive Management Incentive Program (EMIP), a formulaic annual cash incentive program intended to reward strong individual performance and the Company’s overall achievement of financial and strategic goals. For 2023, each of our NEOs was eligible to earn the following percentage of his respective base salary, with defined Threshold and Maximum performance receiving a 50% and 200% multiple of target payout respectively (with intermediate performance linearly interpolated):

Executive	EMIP Target % of Base Salary		EMIP Target Amount
Jay Bray	250%		$2,500,000
Kurt Johnson	150%		$ 750,000
Chris Marshall	200%		$2,875,000(1)
Carlos Pelayo	90%		$ 387,000
Michael Rawls	240%		$1,080,000

⁽¹⁾ Target annual EMIP and target long-term incentive values are split 50/50 upon payout per Mr. Marshall’s Employment and Transition Agreement, as discussed below.

Goal Setting Process

Financial and strategic objectives, which are used to determine incentive compensation, are set by the Compensation Committee at the beginning of the year based on a robust budgeting and planning process with the full Board. As part of this process, we use quantitative scorecards with metrics tailored for each NEO’s areas of responsibility. Targets are set based on internal financial and operating plans for the year as well as external market factors. In 2023, financial performance weighting of the scorecard was 70% and the remaining 30% was based on achievement of strategic objectives. Throughout the year, the Compensation Committee, along with management and the Board, reviews progress against these objectives on at least a quarterly basis to ensure progress against the Company’s goals and alignment around the implications on incentive compensation at year-end. The determination of year-end incentive compensation is based primarily on performance against these financial and strategic objectives set at the beginning of the year, based on identifiable and quantifiable measures deemed appropriate to measure progress. In determining appropriate awards for each NEO, the Compensation Committee may use its discretion to adjust the amount of any award based on a participant’s individual performance or other factors that the Compensation Committee deems relevant.

During 2023, the Compensation Committee set a rigorous financial target for Adjusted EBT of $350 million, which was approximately $100 million above actual Adjusted EBT for FY 2022. Additionally, for 2023, the Compensation Committee removed the Tangible Book Value per share financial metric because it is a key financial measure used in our redesigned PSU program for 2023.

In addition, the Compensation Committee evaluated the Company’s response to the previously disclosed cyber incident that occurred in the fourth quarter of 2023. The Compensation Committee considered the Company’s swift response, transparent communications and customer-centric approach in navigating this event when determining annual bonus payouts. Further, the Adjusted EBT performance achievement noted below includes business disruption expenses incurred and lost revenues as a result of the cyber incident.

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Financial Objectives

Financial metrics, weightings and results, which represented 70% of the 2023 scorecard, are presented in the tables below.

Performance Metric	Performance Target and Payout			Performance  Achievement	Performance  Payout
	Threshold  50%	Target  100%	Maximum  200%
Adjusted EBT(1)	$245M	$350M	$437.5M	$660M	200%
Xome Adjusted EBT(2)	$21M	$30M	$37.5M	$(0.22M)	0%
Corp. Finance Functional Expense	($28.19M)	($26.85M)	($20.13M)	($26.85M)	100%
Legal Functional Expense	($33.28M)	($31.70M)	($23.77M)	($30.82M)	111.1%

⁽¹⁾ Adjusted EBT is a non-GAAP measure that begins with the GAAP pre-tax income of the total Company and excludes non-GAAP adjustment items.

⁽²⁾ Adjusted Xome EBT is a non-GAAP measure that begins with the GAAP pre-tax income of Xome and excludes non-GAAP adjustment items.

	Performance  Payout	Named Executive Officer Weighting
Performance Metric		Bray	Marshall	Johnson	Pelayo	Rawls
Adjusted EBT	200%	100%	100%	70%	70%	25%
Xome Adjusted EBT	0%					75%
Corp. Finance Functional Expense	100%			30%
Legal Functional Expense	111.1%				30%
Weighted Payout		200%	200%	170%	173.3%	50%
Financial Performance Weighting (as a % of overall EMIP)		70%
Financial Performance Payout		140%	140%	119%	121.3%	35%

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Strategic Objectives

The 2023 strategic metrics, representing 30% of the 2023 scorecard, were developed at the start of the year in conjunction with the Company’s annual strategic planning process, and are presented in the table below, as is a summary of the year’s results relative to these metrics.

Scorecard Category		Measurements		Overall Result
Employee Engagement Further Enhance Company Culture with Focus on Long-Term Inspired People Strategy		Recertify as a Great Place to Work Increase diversity and inclusion GPTW score Decrease annual voluntary & regrettable turnover rate Enhanced DEI reporting and disclosures		•   Recertified as a Great Place to Work (GPTW). •   GPTW Diversity & Inclusion scores were higher year-over-year. •   Annual voluntary turnover decreased 40% year-over-year. •   Xome voluntary turnover decreased 52% year-over-year despite market pressure. •   Annual regrettable voluntary turnover decreased 35% year-over-year. •   All Executive Vice Presidents were provided with detailed annual reporting covering promotions, hiring, and compensation.
Customer Drive More Customer Loyalty with More Intuitive and Easy-To-Use Solutions		Recapture scores Net Promotor Scores Lower time to close through technology driven enhancements Improved self-service offerings		•   Refinance and purchase recapture scores were the highest in the Company’s history and were 4X compared to competitors with respect to refinance recapture. •   Customer experience as measured by Net Promoter Score for and SQM scores for Servicing were in line with 2022. •   The Lock-to-Fund rate improved by 5 days in 2023. •   Enhancements to the IVR and Chat enabled more self-service options decreasing call volume by 20% despite an increase in portfolio size.
Long-Term Strategy Perfecting the Platform		Establish MSR fund and launch fundraising efforts in second half of 2023 Develop and execute on a purchase strategy by year end Grow the portfolio towards goal of $1T in UPB by capitalizing on opportunities to acquire customers in bulk and through subservicing Make strategic investments in the servicing platform that will drive additional efficiencies		•   Successfully launched MSR fund and began fundraising. •   Developed a sales modernization strategy with technology investments for cost reduction, scalability, and improved customer satisfaction planned for 2024. •   Servicing exceeded $1T goal in Q1’24. •   Servicing drove down the cost of service as compared to competitors (33% lower in cost compared to large bank competitors and 50% lower cost than med/small banks). •   Xome’s automated valuation model is on par with, or exceeding, valuations offered by competitors, as measured by a third party. •   Xome’s auction site average monthly unique visitors increased by 165% versus a goal of 30%.
Compliance Federal and State Regulatory Compliance Exam Issue Resolution		No material or pattern of repeat findings and exam issues resolved at >= 85% validation rate performed by Internal Audit		•   100% validation rate. •   All state/federal exams received a rating of “1” or “2” (on a 5-point scale).
Governance Ready the Organization for Long-Term Success Through Succession Planning		Continuously build and modify long-term succession plans for key roles across the organization including the CEO, CFO, COO		•   Successfully recruited and hired new President. Onboarded January 2024. •   Entered into retention agreement with CEO. •   Promoted Kurt Johnson to CFO and successfully recruited and hired Chief Risk & Compliance Officer

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The Compensation Committee evaluated results against our strategic objectives and awarded a weighted strategic score of 150% and a strategic performance payout of 45% for all NEOs except Mr. Rawls, who received a weighted score of 200% and payout of 60% due to his exceptional performance leading Xome. The financial target for Xome was not achieved due to external factors, specifically an extremely low level of foreclosure sales driven by significant home price appreciation during the pandemic and new government programs following the pandemic that provide generous modification options to delinquent borrowers. Nonetheless, Mr. Rawls led Xome to a break-even performance with a 57% increase in sales powered by significant market share gains, and he far exceeded in the strategic measures noted above.

Approved Annual Bonus Payouts

At its February 2024 meeting, the Compensation Committee approved annual bonus payouts for the NEOs based on the scorecards and payout scale as shown in the table below. The Calculated EMIP Payout amounts below reflect the results of applying the quantitative payout percentages described above to the executives’ incentive targets according to the compensation scorecards.

Executive(1)	Base Salary	EMIP Target  % of Base Salary	EMIP Target  Monetary Amount	Financial  Performance  Score (% of Target)	Strategic Score (% of Target)	Total EMIP  Score (% of Target)	Final Payment
Jay Bray	$1,000,000	250%	$2,500,000	140%	45%	185%	$4,625,000
Kurt Johnson	$ 500,000	150%	$  750,000	119%	45%	164%	$1,230,000
Chris Marshall(2)	$ 750,000	200%	$2,875,000	140%	45%	185%	$3,512,000
Carlos Pelayo	$ 430,000	90%	$  387,000	121.3%	45%	166%	$  553,656
Michael Rawls	$ 450,000	240%	$1,080,000	35%	60%	95%	$1,026,000

⁽¹⁾ Mr. Gow received a target bonus award pursuant to his Transition and Separation Agreement as described below.

⁽²⁾ Under Mr. Marshall’s Employment and Transition Agreement, as described below, his total target direct compensation remained the same, however, the mix of cash and equity, and the form of equity, has changed. As a result, he received 185% of the original target EMIP (200% of base salary target, or $1,500,000), total incentive compensation ($7,025,000 = Actual EMIP of $2,775,000 + Target LTI of $4,250,000) is then divided equally between cash and stock (60% time vested and 40% performance vested awards).

Long-Term Incentive Awards

Incentive Plan

The Compensation Committee grants equity awards, both time-based awards, in the form of Restricted Stock Units (“RSUs”) and performance-based awards, in the form of Performance Stock Units (“PSUs”), at the beginning of a fiscal year based on each executive’s contributions to our achievements throughout the prior year. Therefore the 2023 equity awards detailed below are in recognition of the 2022 performance year and do not directly align to the 2023 target long-term incentive values described above. Our performance-based awards are further aligned to our long-term performance through forward-looking performance goals that incentivize our senior executives to deliver accretive value to stockholders over the length of the performance period. Messrs. Bray and Marshall received 50% performance-based equity awards and 50% time-based equity awards. Messrs. Johnson, Pelayo and Rawls each received time-based equity awards.

New PSU Plan Design for 2023

In March 2023, our Compensation Committee redesigned our PSU program to (a) eliminate the one-year vesting period and provide for a three-year performance period and cliff vest and (b) utilize two evenly weighted key performance metrics: Tangible Book Value and Relative TSR, which is measured against companies of the S&P Composite 1500 Financials index. TBV per share is a key financial measure for which we provide guidance and is useful to investors because it provides an estimate of realizable value of stockholder returns, excluding the impact of goodwill and intangible assets, over the long term.

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The Compensation Committee’s decision to increase the vesting period from one year to three years and to change the PSU targets to Tangible Book Value and Relative TSR is intended to better align management’s incentives with long-term value creation, while enhancing retentive features and narrowing performance factors to elements that are more in management’s control given the volatility of macroeconomic factors impacting the mortgage market.

Additionally, if the Company’s TSR is negative during the performance period, the relative TSR portion of the award is capped at target and can only be adjusted downward. Each PSU granted entitles the participant to receive one share of common stock upon settlement.

		2023 – 2025 LTI Award Design(1)
		Annualized Tangible Book Value Growth	Relative TSR(2)
Weighting		50%	50%
Performance Targets
Threshold		5.0%	25th Percentile
Target		8.0%	51st Percentile
Maximum		12.0%	75th Percentile
Payout Percentages		Shares awarded as a percent of Target shares
Below Threshold		0%	0%
Threshold		50%	50%
Target		100%	100%
Maximum		200%	200%

⁽¹⁾ Intermediate performance will be linearly interpolated.

⁽²⁾ If Mr. Cooper’s TSR performance is negative over the three-year performance period, the maximum payout for the relative TSR portion of the award is 100%.

2023 PSU Awards

In March 2023, the Compensation Committee awarded PSUs to the senior executive team as follows, in recognition of 2022 performance. While the target number of PSUs are determined based on prior year performance, these vehicles contain forward looking performance criteria to further incentivize our executives to execute on our strategy and create value for stockholders.

Executive	Value of PSUs
Jay Bray	$3,625,000
Chris Marshall	$2,125,000

2021 PSUs: Final Performance Cycle Results

After the initial performance period in March 2022, one-year TSR was 53.44%, and participants received 200% of target shares as follows: Mr. Bray: 84,330 vested shares and Mr. Marshall: 44,384 vested shares. At the end of the third-year performance period, the PSU grant was evaluated against three-year TSR, which was 136.88%, resulting in vesting of 200% of target shares. The number of shares that vested at the end of the initial period was deducted from the number of shares that vested at the end of the third-year period, resulting in the following awards:

Executive	PSUs Vested
Jay Bray	168,666
Chris Marshall	88,772

RSUs: The Compensation Committee grants time-based awards of RSUs to reward our executives for the contributions to our achievements throughout the year, to retain key talent and to align the interest of executives with our stockholders through stock ownership. Each RSU is equivalent in value to one share of our common stock and generally vests in one-third installments on each of the first three anniversaries of the award, provided the participant remains continuously employed with the Company during that time. In addition, upon death, disability

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or a change-in-control of the Company and subsequent qualified termination within a specified window, unvested RSUs will vest. We believe that time-based vesting requirements provide an effective retention mechanism that complements other aspects of our compensation framework. Since the ultimate value of these awards depends on the market value of our common stock on the vesting date, time-based equity awards also serve to effectively align the interests of the participants with our stockholders.

2023 RSU Awards

In February 2023, taking in to account our overall performance as well as the contributions of these executives during 2022, the Compensation Committee awarded RSUs as follows:

Executive	Value of RSUs
Jay Bray	$3,625,000
Chris Marshall	$2,125,000
Kurt Johnson	$  600,000
Carlos Pelayo	$  387,000
Michael Rawls	$  850,000
Jaime Gow	$  360,000

Employment Agreements with our CEO and our Vice Chairman

Our Board and Compensation Committee have been actively focused on both short- and long-term succession planning. One year ago, the Board set a strategic goal for management to make progress toward a long-term succession program for members of senior management, particularly given the likely near-term retirement of Chris Marshall. In response, we took actions in the latter part of 2023 to support management transitions and succession over the long term. This culminated with our announcements that we entered into employment agreements with both our CEO, Jay Bray, and then President, Chris Marshall.

In October 2023, we announced the intention of Mr. Marshall to retire by year-end 2024. In the interest of ensuring a smooth and orderly transition to a successor, we entered into an employment and transition agreement with Mr. Marshall that covers his employment and compensation through the end of 2024. Under his employment agreement, Mr. Marshall’s total target direct compensation remains the same, but the mix of cash and equity, and form of equity, has changed, with a higher emphasis on incentive cash and time-based restricted stock units, to reflect his role and to incentivize him to remain through the transition to his successor. Details of Mr. Marshall’s compensation arrangement are as follows:

Total Target Incentive(1)	$5,750,000
Target Annual Incentive	$2,875,000
Target Long-Term Incentive	$2,875,000
•  60% in the form of RSUs: $1,725,000  •  40% in the form of PSUs: $1,150,000

⁽¹⁾ At least 50% of Mr. Marshall’s target incentive compensation will be paid in cash for 2023 and 2024.

We also entered into a five-year employment agreement with our CEO, Jay Bray, to secure his leadership during a critical period of growth opportunity for the Company. Mr. Bray previously did not have an employment agreement and this agreement incentivizes Mr. Bray, including through a one-time equity award, to both remain with the Company and build on our positive momentum, execute on our strategy and unlock our next phase of growth. The agreement also includes a non-compete provision, which was not in place prior to the execution of this agreement. In granting a one-time equity award to Mr. Bray, the Compensation Committee considered the importance of his long-term leadership of the Company and our significant outperformance during his tenure, as well as the importance of his retention amid a highly competitive environment for executive leadership talent. The Compensation Committee recognized that Mr. Bray is now retirement

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eligible, so his outstanding equity awards and any future awards granted under our normal long-term compensation program would continue to vest on their current schedule in the event he retired, giving them no retentive value. The value driver equity award requires significant value creation and for Mr. Bray to remain with the Company through lengthy vesting dates to earn payout. The award has a strong retention element as it requires Mr. Bray to continue to serve as our CEO or Chairman of the Board to be earned. Details of Mr. Bray’s one-time grant are as follows:

Total Value-Driver Equity Award - $15M
PSUs - $9M (60%)
Number of PSUs earned are based on the following metrics: ●   Tangible Book Value (50%) ●   rTSR vs. Commercial & Residential Mortgage Finance Peers (50%) The PSUs vest over 3- and 5-year periods: ●   50% measured over 3-years ●   50% measured over 5-years	Rigorous targets and outperformance required to earn PSUs ●   Threshold, target and max hurdles each set significantly higher than respective hurdle in annual LTI plan ●   Annualized Tangible Book Value growth target set at 14%; the target goal would represent an increase in Tangible Book Value of nearly $4.0 billion ●   Above median relative TSR is required for the target number of rTSR PSUs to vest ●   TSR must be positive as of the 3- and 5-year measurement periods for any PSUs of each duration to be earned
RSUs - $6M (40%)
The RSUs will vest over 5 years, with 50% of RSUs vesting 3 years after the date of grant, and 50% 5 years after the date of grant

This highly performance-based award ensures that Mr. Bray will only earn the full amount of the award if we create significant value for stockholders and Mr. Bray remains with the Company as CEO and/or Chairman through the entire performance and vesting period, which is five years. In selecting the PSU metrics, the Compensation Committee considered Mr. Bray’s current compensation level, similar awards granted within our industry, and the desire to provide for a compensation opportunity that would incentivize Mr. Bray to create significant stockholder value. The Compensation Committee selected the Commercial and Residential Mortgage Finance comparator group (GICS code 40201050) for rTSR because it felt a smaller comparator group with companies more closely aligned to the Company’s business focus and risk profile was more appropriate for the value driver equity award. The PSUs also require absolute stock price growth over the respective performance periods, or they will be forfeited. The Compensation Committee is committed to not granting Mr. Bray any future one-time awards during the five-year term of this award.

	Mr. Bray’s Value Driver Equity Award Design(1)
	Annualized Tangible Book  Value Growth		Relative TSR
Weighting	50%		50%
Performance Targets
Threshold	10.0%		30th Percentile
Target	14.0%		55th Percentile
Maximum	18.0%		80th Percentile
Payout Percentages	Shares awarded as a percent of Target shares
Threshold	0%		0%
Target	100%		100%
Maximum	200%		200%

⁽¹⁾ Intermediate performance will be linearly interpolated.

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Process for Setting Executive Officer Compensation

Role of Compensation Committee

The Compensation Committee administers our compensation plans, programs and policies relating to our NEOs. The Compensation Committee conducts periodic reviews, at least annually, and monitors our overall compensation strategy to ensure that executive compensation supports our business objectives. As described above, financial and strategic objectives are set at the beginning of each year in conjunction with the Company’s budgeting and strategic planning process and are reviewed throughout the year and for purposes of setting compensation. The Compensation Committee also conducts an annual evaluation of our CEO’s performance. As part of this process, the Compensation Committee, with assistance from its compensation advisor, reviews compensation data including base salary, annual cash incentives, long-term incentives and other benefits of similarly situated executive officers in our peer group.

Role of NEOs in the Compensation Process

Our CEO provides the Compensation Committee with his evaluation of the job performance of the other NEOs and offers recommendations as to their compensation levels. The Compensation Committee considers these recommendations but makes all compensation decisions related to our executive officers in its sole discretion. The other NEOs do not play a role in the compensation process.

Role of Compensation Advisor

Under its charter, the Compensation Committee has the authority to engage the services of a compensation advisor to assist it in the performance of its duties. During 2023, the Compensation Committee retained Korn Ferry to serve as its independent compensation advisor on matters related to executive and board of director compensation for 2023. The compensation advisor regularly attended Compensation Committee meetings and reported directly to the Compensation Committee.

During 2023, the compensation advisor:

• Reviewed our peer group;

• Conducted an analysis of compensation for our executive officers and directors;

• Assessed how compensation aligns with our philosophy and objectives;

• Assisted the Compensation Committee in the review of incentive plan design and related benefit programs; and

• Provided the Compensation Committee with ongoing advice and counsel on market compensation and governance trends including their impact on our executive and director compensation programs.

Compensation Peer Group

The Compensation Committee, with assistance from its compensation advisor, annually assesses market conditions through a review of compensation levels within a group of peer companies (the “Peer Group”), which the Compensation Committee reviews on an annual basis. In revising its peer group for 2023, the Compensation Committee focused on (a) mortgage originators and mortgage servicers and (b) companies with an emphasis on technology and software capabilities to improve consumer experience that have (i) revenue and assets within a reasonable range of the Company and (ii) healthy financial growth on a one-year and three-year basis. The Compensation Committee used findings from the compensation review to assess our NEOs’ pay position, our overall program design and program leverage relative to peers. The Compensation Committee does not target a specific range of pay relative to pay of the Peer Group. For 2023, our Peer Group was comprised of 12 organizations that consisted of:

• Mortgage industry-related peers, including loan originators and servicers, whose businesses are similar functionally to the Company’s and direct competitors for business and talent;

• FinTech organizations, whose focus on technology and innovation is similar to the Company’s focus on technology platforms;

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• Mortgage Real Estate Investment Trusts (“REITs”) including those with mortgage banking operations and/or exposure to mortgage-related fundamentals such as in market rates, home price appreciation and other related macroeconomic factors; and

• Banks & Specialty Finance who have strong lending and financial services products.

Mortgage Industry-Related Peers
loanDepot, Inc.	LDI	PennyMac Financial Services, Inc.	PFSI
Rocket Companies, Inc.	RKT	Radian Group Inc.	RDN
UWM Holdings Corporation	UWMC
FinTech Organizations
Black Knight, Inc.(1)	BKI	Zillow Group, Inc.	ZG
Mortgage REITs
Annaly Capital Management, Inc.	NLY	Rithm Capital Corp.	RITM
Banks and Specialty Finance
OneMain Holdings, Inc.	OMF	Sofi Technologies, Inc.	SOFI
Walker & Dunlop, Inc.	WD

⁽¹⁾  Black Knight, Inc. was acquired by Intercontinental Exchange, Inc. in September 2023.

Stock Ownership Guidelines

The Compensation Committee has adopted stock ownership guidelines, under which each NEO must own shares of our common stock with an aggregate market value of no less than the applicable multiple of the officer’s annual base salary for the immediately preceding year as follows:

	Multiple of Annual Salary
Chief Executive Officer	5x
President	3x
Chief Financial Officer	3x
All Other Executive Officers	2x

The Compensation Committee selected these levels of stock ownership for our executive officers to align their interests with stockholders. The minimum share ownership requirement must be satisfied by no later than March 1, 2024, or the fifth anniversary of the date an officer receives his or her first grant as an executive officer. At the end of 2023, all executive officers exceed these stock ownership guidelines, with Mr. Bray having a multiple of approximately 85x his annual salary.

Anti-Hedging and Pledging Policy

Certain forms of hedging or monetization transactions allow a director or employee to lock in the value of his or her stock holdings in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director or employee may no longer have the same objectives as our other stockholders. Therefore, under our insider trading program, our officers, directors and employees may not engage in any hedging or monetization transactions with respect to our securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Additionally, our officers, directors and employees are prohibited from margining Company securities or pledging Company securities as collateral for a loan.

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Clawback Policy

In 2023, the Board strengthened the alignment of senior managements’ interests to our financial performance with the adoption of a new standalone Incentive Compensation Clawback Policy that requires us to pursue recovery from any current or former Section 16 executive officer for any erroneously awarded incentive compensation during the prior three years that is based on performance measures that are the subject of a subsequent financial restatement. The clawback amount is the portion of incentive compensation that would not have been received if the restated financials had been used to calculate the compensation.

Risk Considerations

In developing and reviewing our executive incentive programs, the Compensation Committee considers the business risks inherent in the design of compensation arrangements to ensure they do not induce executives to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards. At the request of our Compensation Committee, our Chief Risk & Compliance Officer reviewed the Company’s compensation programs and related governance provisions and practices and concluded that our compensation programs are aligned to the interests of stockholders, provide for appropriate pay for performance alignment, contain risk mitigating features and do not promote unnecessary and excessive risk. Based on this assessment, the Compensation Committee believes that the Company’s compensation programs do not provide incentives for excessive risk-taking and, therefore, do not encourage employees to take unreasonable risks relating to the Company’s business, and are not reasonably likely to have a material adverse effect on the Company.

Other Compensation Components

All our NEOs are eligible to participate in our employee benefit plans, including medical, dental, life insurance and 401(k) plans. These plans are available to all employees and do not discriminate in favor of our NEOs. Other compensation to our NEOs is set forth in the Summary Compensation Table under the column “All Other Compensation.” For 2023, other compensation primarily related to contributions to a NEO’s 401(k) plan account.

Severance Terms in Employment Agreements and Offer Letters

We have entered into Employment Agreements with Messrs. Bray and Marshall and offer letters with certain of our other NEOs upon their hire or promotion. The following severance provisions were in effect during 2023.

Mr. Bray Under Mr. Bray’s Employment and Retention Agreement (the “Retention Agreement”), if Mr. Bray’s employment with us is terminated due to his death, disability or voluntary resignation, he (or his estate) is entitled to receive his accrued payments and benefits to which he is entitled (the “Accrued Obligations”). If we terminate Mr. Bray’s employment other than for Cause (as defined in the Retention Agreement) or if Mr. Bray terminates his employment for Good Reason (as defined in the Retention Agreement), Mr. Bray is entitled to (a) the Accrued Obligations, (b) if not previously paid prior to his termination date, his annual cash bonus under the EMIP for the fiscal year prior to the fiscal year in which the termination occurs, (c) an amount equal to twenty-four (24) months’ worth of his base salary paid in installments over two years, (d) an amount equal to (i) the greater of (1) the target annual incentive opportunity under the EMIP for the fiscal year in which the termination occurs or (2) the actual annual incentive payment earned for the immediately preceding fiscal year, plus (ii) his target annual incentive opportunity for the fiscal year in which the termination without Cause or resignation for Good Reason occurred, payable in a single cash lump sum payment, and (e) a single cash lump sum payment for COBRA benefits for a period of eighteen (18) months. Additionally, the Retention Agreement provides that if Mr. Bray’s employment is terminated other than for Cause or Mr. Bray terminates his employment for Good Reason, such termination shall be considered a “Retirement” for purposes of any outstanding equity awards to the extent the equity award contains a retirement provision. Notwithstanding anything to the contrary contained in the Omnibus Incentive Plan (or any successor or replacement plan thereto) or any award agreement granted thereunder other than the Value-Driver Retention and Performance Award, the Retention Agreement provides that Mr. Bray will be considered to have retired under the terms of all outstanding equity awards, irrespective of whether such award contemplates retirement and shall be (a) fully vested in all time-based awards, and (b) eligible for full vesting of all performance-based awards, based on actual performance.

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Mr. Marshall Under Mr. Marshall’s Employment and Transition Agreement, if Mr. Marshall’s employment with us is terminated due to his death, disability or voluntary resignation, he (or his estate) is entitled to receive his accrued payments and benefits to which he is entitled (the “Accrued Obligations”). If we terminate Mr. Marshall’s employment other than for Cause or Mr. Marshall terminates his employment for Good Reason (as defined in his offer letter) then he shall be entitled to (a) his Accrued Obligations and (b) the “Severance” payments and benefits described in his offer letter. Mr. Marshall’s offer letter provides that upon termination of Mr. Marshall’s employment by us without Cause, or if he terminates his employment for Good Reason he will receive severance benefits of (a) 12 months base salary plus 100% of the higher of his target bonus or his prior year’s bonus, (b) continuation of medical benefits for up to 12 months and (c) accelerated vesting of the next tranche of restricted stock units scheduled to vest for each grant awarded.

Mr. Pelayo Mr. Pelayo’s offer letter provides that if his employment is terminated by us without Cause (as defined in his offer letter), or if he terminates his employment for Good Reason (as defined in his offer letter), during the initial twelve (12) months of his employment, he will be entitled to severance benefits of (a) 12 months base salary plus a pro-rated EMIP bonus paid at target and (b) the cash value of the next tranche of restricted stock units scheduled to vest.

Mr. Gow On March 6, 2023, we entered into a Transition and Separation Agreement with Mr. Gow. Under the Separation Agreement, Mr. Gow was deemed to have been terminated without cause from the Company and was entitled to receive the following: (a) salary continuation payments of twelve months of his current base salary paid out over 52 weeks and (b) a lump sum payment of $672,326 on or before March 1, 2024, consisting of (i) 100% of his target bonus and (ii) the next tranche of restricted stock units scheduled to vest for each grant awarded. See “Historical Executive Compensation Information—Potential Payments upon Termination or Change of Control” in this Proxy Statement for amounts paid to Mr. Gow in 2023.

Tax and Accounting Implications

The Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Code. We account for equity-based compensation with respect to our long-term equity incentive award programs in accordance with the requirements of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718.

Certain incentive plans and agreements may entitle participants to receive payments in connection with a change in control that may result in excess parachute payments. Section 280G of the Code prohibits the Company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments equal the portion of the parachute payments that exceeds one times the payee’s base amount. We are not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who received excess parachute payments.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally prohibits public companies from taking a tax deduction for compensation paid in excess of $1,000,000 to certain executive officers. Prior to its amendment as implemented by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), Section 162(m) of the Code provided an exception from the compensation deduction limitations for compensation that was considered “qualified performance-based compensation” under the applicable regulations. The Tax Act’s amendment of Section 162(m) of the Code, among other things, eliminated, beginning in 2018, the exception to the compensation deduction limitations for “qualified performance-based compensation,” other than in limited circumstances.

In order to maintain flexibility, the Compensation Committee retains the authority to authorize compensation that may not be deductible if the Compensation Committee believes doing so is in the best interests of the Company.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the above “Compensation Discussion and Analysis” with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in the Company’s 2024 Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. This report was submitted by the Compensation Committee on April 4, 2024 and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section18 of the Exchange Act.

Members of the Compensation Committee: Tagar Olson, Chair Busy Burr Michael Malone

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HISTORICAL EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table

The following table sets forth the annual compensation for our NEOs for 2023:

Name and Principal Position	Year	Salary   ($)	Bonus   ($)	Stock    Awards    ($)(1)	Non-Equity Incentive Plan    Compensation    ($)(2)	All Other    Compensation    ($)(3)	Total     ($)
Jay Bray	2023	1,000,000	—	24,668,773	4,625,000	17,189	30,310,962
Chairman & Chief Executive Officer	2022	1,000,000	—	7,250,173	2,500,000	12,200	10,762,373
	2021	1,000,000	—	4,750,000	3,000,000	11,455	8,761,455
Kurt Johnson	2023	478,846	—	600,015	1,230,000	14,549	2,323,410
Executive Vice President & Chief Financial Officer	2022	385,577	—	500,015	476,000	12,200	1,373,792
Christopher Marshall	2023	750,000	—	4,317,539	3,512,500	20,465	8,600,504
Vice Chairman & Former President	2022	750,000	—	4,150,101	1,500,000	12,056	6,412,157
	2021	750,000	—	2,500,004	2,000,000	10,506	5,260,510
Carlos Pelayo	2023	353,923(4)	250,000(5)	637,066	553,656	13,405	1,808,050
Executive Vice President & Chief Legal Officer
Michael Rawls	2023	450,000		850,040	1,026,000	15,149	2,341,189
Executive Vice President & CEO Xome	2022	450,000	—	1,158,060	756,000	12,362	2,376,422
	2021	450,000	792,000	1,000,016	1,260,000	11,925	3,513,941
Jaime Gow	2023	332,308(4)	—	—	—	81,491	413,799
Former Executive Vice President & Chief Financial Officer	2022	400,000	—	300,050	360,000	12,200	1,072,250

⁽¹⁾  The amounts reported in the Stock Awards column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation excluding the effect of estimated forfeitures during the applicable vesting periods, of RSUs or PSUs granted to our NEOs. The amount of the PSUs that vest is subject to the achievement of certain performance criteria at the end of a one-year and three-year performance period. Assumptions used for determining the value of the awards reported in these columns are set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 in Note 15 to the Consolidated Financial Statements, “Stockholders’ Equity and Employee Benefit Plans.” See “Compensation Discussion and Analysis – Long-Term Incentive Awards” and the Grants of Plan based Awards for 2023 and the accompanying notes for information with respect to vesting of these awards.

⁽²⁾  These amounts represent non-equity payments for annual bonus awards which were paid in the first quarter of 2024 but represent awards with respect to the Company’s and individual performance in 2023.

⁽³⁾  Includes for 2023 (a) for Mr. Bray, a contribution to his 401(k) Plan account of $13,200, (b) for Mr. Johnson, a contribution to his 401(k) Plan account of $13,200, (c) for Mr. Marshall, a contribution to his 401(k) Plan account of $13,200, (d) for Mr. Pelayo, a contribution to his 401(k) Plan account of $12,138, (e) for Mr. Rawls, a contribution to his 401(k) Plan account of $13,179 and (f) for Mr. Gow, a separation payment of $76,923.

⁽⁴⁾ Represents actual salary paid to (a) Mr. Pelayo based on his start date of February 21, 2023 and (b) Mr. Gow through October 16, 2023.

⁽⁵⁾ Represents a sign-on award in connection with Mr. Pelayo joining the Company in February 2023.

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Grants of Plan Based Awards for 2023

The following table sets forth, for each of our NEOs, the grants of awards under any plan during the year 2023, as described in further detail in the sections titled “Annual Cash Incentive Awards” and “Long-Term Incentive Awards:”

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other  Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date  Fair Value of Stock Awards ($)(4)
		Date of  Compensation  Committee Approval	Threshold  ($)	Target  ($)	Maximum  ($)	Threshold  (#)	Target  (#)	Maximum  (#)
Jay Bray
Annual Bonus	—	—	1,250,000	2,500,000	5,000,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	78,075	3,625,022
Incentive Plan-PSUs	03/23/2023	03/23/2023	—	—	—	41,581	83,162	166,324	—	3,740,211
Incentive Plan-RSUs	11/01/2023	10/24/2023	—	—	—	—	—	—	106,139	6,129,527
Incentive Plan-PSUs	11/01/2023	10/24/2023	—	—	—	79,604	159,208	318,416	—	11,174,013
Kurt Johnson
Annual Bonus	—	—	375,000	750,000	1,500,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	12,923	600,015
Christopher Marshall
Annual Bonus	—	—	2,500,000	2,875,000	3,625,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	45,768	2,125,008
Incentive Plan-PSUs	03/23/2023	03/23/2023	—	—	—	24,375	48,750	97,500	—	2,192,531
Carlos Pelayo
Annual Bonus	—	—	193,500	387,000	774,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	13,721	637,066
Michael Rawls
Annual Bonus	—	—	540,000	1,080,000	2,160,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	18,308	850,040
Jaime Gow
Annual Bonus	—	—	180,000	360,000	720,000	—	—	—	—	—
Incentive Plan-RSUs	03/01/2023	02/03/2023	—	—	—	—	—	—	7,754	360,018

⁽¹⁾  The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column represent the potential payouts of awards under our annual bonus plan subject to the achievement of certain performance measures. The actual amount of the awards made to our NEOs is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

⁽²⁾  The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards column represent the threshold, target and maximum number of shares issuable with respect to performance share units granted in March 2023. The performance share units are settled in shares of common stock, in an amount from 0% to 200% of the number of units awarded, based 50% on the Company’s annualized tangible book value and 50% on relative total stockholder return over a three-year period commencing on January 1, 2023. (see “Compensation Discussion and Analysis – Long-Term Incentive Awards”).

⁽³⁾  Represents awards of time-based restricted stock units that vest in one-third installments on each of the first three anniversaries of the grant date of the award.

⁽⁴⁾ Represents the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation excluding the effect of estimated forfeitures during the applicable vesting periods, of RSUs or PSUs granted to our NEOs. The March 1, 2023 RSU awards were valued at $46.43 per share. The November 1, 2023 RSU awards were valued at $56.53 per share. Fifty percent of the March 23, 2023 PSU awards were valued at $38.63 per share and fifty percent were valued at $51.32 per share. Fifty percent of the November 1, 2023 PSU awards were valued at $72.01 per share and fifty percent were valued at $68.37 per share. Assumptions used for determining the value of the awards reported in these columns are set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 in Note 15 to the Consolidated Financial Statements, “Stockholders’ Equity and Employee Benefit Plans.”

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth, for each of our NEOs, their outstanding equity awards as of December 31, 2023, as described in greater detail in the in the section “Long-Term Incentive Awards:”

	Stock Awards
Name	Grant Date	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($)(1)
Jay Bray	12/01/2018	234,585(2)	15,276,175	—	—
	03/08/2021	—	—	168,666(3)	10,983,530
	03/01/2022	45,928(4)	2,990,831	129,562(5)	8,437,077
	03/01/2023	78,075(6)	5,084,244	—	—
	03/23/2023	—	—	166,324(7)	10,831,019
	11/01/2023	106,139(8)	6,911,772	—	—
	11/01/2023	—	—	159,208(9)	10,367,625
Kurt Johnson	03/01/2021	3,187(10)	207,537	—	—
	03/01/2022	6,562(11)	427,317	—	—
	03/01/2023	12,923(12)	841,546	—	—
Christopher Marshall	05/01/2019	107,239(13)	6,983,404	—	—
	03/08/2021	—	—	88,772(3)	5,780,833
	03/01/2022	26,245(14)	1,709,074	74,282(5)	4,837,244
	03/01/2023	45,768(15)	2,980,412	—
	03/23/2023	—	—	97,500(7)	6,349,200
Carlos Pelayo	03/01/2023	13,721(16)	893,511	—	—
Michael Rawls	03/01/2021	10,621(17)	691,640	—	—
	03/01/2022	15,198(18)	989,694	—	—
	03/01/2023	18,308(19)	1,192,217	—	—
Jaime Gow	—	—	—	—	—

⁽¹⁾  Based on the closing market price of our common stock on December 29, 2023, which was $65.12.

⁽²⁾  This award of restricted stock units is subject to vesting. 234,585 units vested on March 1, 2024.

⁽³⁾  Because the actual performance achieved for the TSR performance condition was above the maximum performance level on December 31, 2023, the number of shares underlying the awards is based on maximum financial performance. On March 8, 2024, the Compensation Committee determined that three-year performance was above the maximum performance level, and Mr. Bray earned 168,666 shares and Mr. Marshall earned 88,772 shares.

⁽⁴⁾  This award of restricted stock units is subject to vesting. 22,929 units vested on March 1, 2024, and 22,999 units will vest on March 1, 2025.

⁽⁵⁾  Because the actual performance achieved for the TSR performance condition was above the target performance condition on December 31, 2023, the number of shares underlying the awards is based on maximum financial performance.

⁽⁶⁾  This award of restricted stock units is subject to vesting. 25,998 units vested on March 1, 2024, 25,999 units will vest on March 1, 2025, and 26,078 units will vest on March 1, 2026.

⁽⁷⁾  Because the actual performance achieved for the Tangible Book Value and relative TSR performance conditions was above the target performance level on December 31, 2023, the number of shares underlying the awards is based on maximum financial performance.

⁽⁸⁾ This award of restricted stock units is subject to vesting. 53,069 units will vest on December 31, 2026, and 53,070 units will vest on December 31, 2028.

⁽⁹⁾ Because the actual performance achieved for the Tangible Book Value and relative TSR performance conditions was above the threshold performance level on December 31, 2023, the number of shares underlying the awards is based on target financial performance.

⁽¹⁰⁾  This award of restricted stock units is subject to vesting. 3,187 units vested on March 1, 2024.

⁽¹¹⁾  This award of restricted stock units is subject to vesting. 3,276 units vested on March 1, 2024 and 3,286 units will vest on March 1, 2025.

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⁽¹²⁾  This award of restricted stock units is subject to vesting. 4,303 units vested on March 1, 2024, 4,303 units will vest on March 1, 2025 and 4,317 units will vest on March 1, 2026.

⁽¹³⁾  This award of restricted stock units is subject to vesting. 107,239 units vested on March 1, 2024.

⁽¹⁴⁾  This award of restricted stock units is subject to vesting. 13,103 units vested on March 1, 2024 and 13,142 units will vest on March 1, 2025.

⁽¹⁵⁾  This award of restricted stock units is subject to vesting. 15,240 units vested on March 1, 2024, 15,241 units will vest on March 1, 2025, and 15,287 units will vest on March 1, 2026.

⁽¹⁶⁾  This award of restricted stock units is subject to vesting. 4,568 units vested on March 1, 2024, 4,569 units will vest on March 1, 2025, and 4,584 units will vest on March 1, 2026.

⁽¹⁷⁾  This award of restricted stock units is subject to vesting. 10,621 units vested on March 1, 2024.

⁽¹⁸⁾  This award of restricted stock units is subject to vesting. 7,587 units vested on March 1, 2024 and 7,611 units will vest on March 1, 2025.

⁽¹⁹⁾ This award of restricted stock units is subject to vesting. 6,096 units vested on March 1, 2024, 6,097 units will vest on March 1, 2025 and 6,115 units will vest on March 1, 2026.

Stock Vested for 2023

The following table provides information on the vesting of shares of Mr. Cooper Group common stock for our NEOs in 2023:

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Jay Bray	651,194	30,396,265
Kurt Johnson	9,055	421,413
Christopher Marshall	289,063	13,490,671
Carlos Pelayo	—	—
Michael Rawls	44,206	1,931,952
Jaime Gow	6,687	311,467

⁽¹⁾ Values calculated by multiplying the number of PSUs and RSUs, as applicable, that vested by the fair market value per share of our common stock on each vesting date.

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Potential Payments upon Termination or Change of Control

We have entered into contractual arrangements with certain our NEOs that provide for payments, acceleration of vesting or other benefits upon a termination of employment in certain circumstances. The discussion in the CD&A describes these contractual arrangements in greater detail. The table below estimates the value of payments and benefits that each NEO would have been entitled to receive had his employment terminated on December 31, 2023, under various hypothetical circumstances. Also, the table reflects potential payments related to a change-in-control and subsequent qualified termination within a specified window. The amounts shown in the table do not include payments and benefits, such as accrued salary and accrued vacation, to the extent that they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. If the termination of employment was due to disability, all salaried employees, including our NEOs, are entitled to receive a monthly long-term benefit of up to $25,000, which would begin six months following the determination of disability and continue until the person reaches the age of 65 years. The actual amounts to be paid can only be determined at the time of a NEO’s separation from the Company or a change in control. Mr. Gow is not included in the table below because his employment with us ended on October 16, 2023. Upon his departure, pursuant to his Transition and Separation Agreement described above, his salary continuation payments of $400,000 paid out over 52 weeks began, and he received a lump sum payment of $672,326 on March 1, 2024, consisting of (a) 100% of his target bonus and (b) the next tranche of RSUs scheduled to vest for each grant awarded.

Name	Death    ($)	Disability   ($)	Termination  Without Cause  ($)	Retirement   ($)	Change   in Control   ($)
Jay Bray
Salary	—	—	2,000,000(1)	—	—
Annual Bonus	—	—	7,125,000(2)	—	—
Accelerated Vesting of RSUs	30,263,022(3)	30,263,022(3)	23,351,251(3)	23,351,251(3)	30,263,022(3)
Accelerated Vesting of PSUs	29,231,653(3)	29,231,653(3)	39,102,665(3)	39,102,665(3)	33,516,326(3)
Medical Coverage	—	—	20,703(5)	—	—
Life Insurance	2,500,000(4)	—	—	—	—
Total	61,994,675	59,494,675	71,599,619	62,453,916	63,779,349
Kurt Johnson
Salary	—	—	—	—	—
Annual Bonus	—	—	—	—	—
Accelerated Vesting of RSUs	1,476,401(3)	1,476,401(3)	—	—	1,476,401(3)
Medical Coverage	—	—	—	—	—
Life Insurance	1,500,000(4)	—	—	—	—
Total	2,976,401	1,476,401	—	—	1,476,401
Christopher Marshall
Salary	—	—	—	—	—
Annual Bonus	—	—	750,000(2)	—	—
Accelerated Vesting of RSUs	11,672,890(3)	11,672,890(3)	1,500,000(3)	9,963,816(3)	11,672,890(3)
Accelerated Vesting of PSUs	15,594,698(3)	15,594,698(3)	8,829,100(3)	21,467,619(3)	12,825,228(3)
Medical Coverage	—	—	8,350(5)	—	—
Life Insurance	2,000,000(4)	—		—	—
Total	29,267,589	27,267,589	11,087,450	31,431,435	24,498,118
Carlos Pelayo
Salary	—	—	430,000(1)	—	—
Annual Bonus	—	—	332,926(2)	—	—
Accelerated Vesting of RSUs	893,512(3)	893,512(3)	297,468(3)	—	893,512(3)
Medical Coverage	—	—	—	—	—
Life Insurance	1,360,000(4)	—	—	—	—
Total	2,253,512	893,512	1,060,394	—	893,512
Michael Rawls
Salary	—	—	—	—	—
Annual Bonus	—	—	—	—	—
Accelerated Vesting of RSUs	2,873,550(3)	2,873,550(1)(3)	—	—	2,873,550(3)
Medical Coverage	—	—	—	—	—
Life Insurance	1,400,000(4)	—	—	—	—
Total	4,273,550	2,873,550	—	—	2,873,550

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⁽¹⁾ Represents an amount equal to his base salary as of December 31, 2023. Pursuant to the Employment and Retention Agreement with Mr. Bray described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to twenty-four months of base salary. Pursuant to Employment & Transition Agreement with Mr. Marshall described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to twelve months of base salary. Pursuant to the offer letter described above with Mr. Pelyo, upon a termination of employment by us without cause, or if he terminates his employment for good reason, during the initial twelve months of employment with us, he is entitled to 12 months of base salary.

⁽²⁾ Pursuant to the Employment and Retention Agreement with Mr. Bray described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to an amount equal to an amount equal to (a) the greater of (i) the target bonus opportunity for the fiscal year in which the termination occurs or (ii) the actual annual incentive payment earned for the immediately preceding fiscal year, plus (b) his target bonus opportunity for the fiscal year in which the termination without cause or resignation for good reason occurred. Pursuant to Employment & Transition Agreement with Mr. Marshall described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to 100% of the higher of his target bonus or his prior year’s bonus. Pursuant to the offer letter described above with Mr. Pelayo, upon a termination of employment by us without cause, or if he terminates his employment for good reason, during the initial twelve months of his employment with us, he is entitled to a pro-rated bonus paid at target.

⁽³⁾ Pursuant to the award agreements granting each of Messrs. Bray and Marshall RSUs under our 2012 Incentive Compensation Plan, in the event our NEO’s employment terminates as a result of his death or disability or in the event of a change in control, all unvested RSU awards shall immediately vest. Pursuant to the RSU award agreements granting each of Messrs. Bray, Johnson, Marshall, Pelayo and Rawls RSU awards under our Omnibus Incentive Plan, in the event our NEO’s employment terminates as a result of his death or disability or prior to the first anniversary of a change in control, without cause or for good reason, all unvested RSU awards shall immediately vest. Pursuant to the PSU award agreements granting each of Messrs. Bray and Marshall PSU awards under our Omnibus Incentive Plan, in the event our NEO’s employment terminates (a) as a result of his death or disability, a pro-rated amount of PSUs shall immediately vest based on actual performance on the date of the death or disability and (b) without cause or for good reason prior to the first anniversary of a change in control, all unvested PSUs shall immediately vest based on actual performance through the date the change in control. Pursuant to the Employment and Retention Agreement with Mr. Bray described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, Mr. Bray shall be (a) fully vested in all RSU awards, and (b) eligible for full vesting of all PSU awards, based on actual performance. Pursuant to Employment & Transition Agreement with Mr. Marshall described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to accelerated vesting of the next tranche of restricted stock units scheduled to vest for each grant awarded. Pursuant to the RSU award agreements granting each of Messrs. Bray and Marshall RSU awards under our Omnibus Incentive Plan, in the event our NEO’s employment terminates due to retirement, any unvested RSUs immediately vest on the date of termination and are delivered on the regular vesting schedule. Pursuant to the PSU award agreements granting each of Messrs. Bray and Marshall PSU awards under our Omnibus Incentive Plan, in the event our NEO’s employment terminates due to retirement, any unvested PSUs remain outstanding and eligible to vest in accordance with their terms. Pursuant to the offer letter with Mr. Pelayo described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason during the initial twelve months of his employment, he is entitled to the cash value of the next tranche of restricted stock units scheduled to vest for each grant awarded. This is based on the closing market price of $65.12 on December 29, 2023.

⁽⁴⁾ Represents payments made pursuant to our employee group term life insurance and our executive life insurance policies.

⁽⁵⁾  Pursuant to the Employment and Retention Agreement with Mr. Bray described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to a single cash lump sum payment for COBRA benefits for a period of eighteen months. Pursuant to Employment & Transition Agreement with Mr. Marshall described above, upon a termination of employment by us without cause, or if he terminates his employment for good reason, he is entitled to up to 12 months of continued coverage under our medical plan.

61

CEO Pay Ratio

Under the SEC rules adopted pursuant to the Dodd-Frank Act of 2010, we calculated the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chairman & CEO. The pay ratio below is based on our Chairman & CEO’s 2023 total annual compensation.

The 2023 total annual compensation of our CEO was $30,310,962 and the median employee, excluding our CEO, was $52,165, resulting in a ratio of 581:1.

As discussed in our CD&A, during 2023 Mr. Bray was granted a $15 million one-time highly-performance-based equity award to incentivize him to both remain with the Company and build on our positive momentum, execute on our strategy and unlock our next phase of growth. This one-time award is the primary reason this year’s pay ratio is significantly higher than last year’s.

To provide a more accurate assessment of Mr. Bray’s compensation for 2023 relative to our median employee, as a supplemental ratio, we excluded this one-time equity award, which results in total compensation of our CEO of $13,007,422 and a supplemental pay ratio of 249:1, which is comparable to last year’s pay ratio.

We identified the median employee by using total cash compensation (salary, wages and bonus) as reflected in our payroll records for India and the U.S., as reported to the Internal Revenue Service on Form W-2 for fiscal year 2023 for U.S. employees, who were employed by us on December 31, 2023, the last day of our payroll year, excluding our Chairman & CEO. We included all employees, whether employed on a full-time, part-time, or seasonal basis. Our employee population as of December 31, 2023 consisted of approximately 6,800 individuals. We did not make any assumptions, adjustments, or estimates with respect to compensation and did not annualize the compensation for any full-time employees that were not employed by us for all of 2023. With respect to the annual total compensation of our Chairman & CEO, we used the amount reported in the “Total” column of our Summary Compensation Table above.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

62

Pay Versus Performance

The SEC has adopted a rule requiring annual disclosure of pay versus performance which shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based on permitted methodology pursuant to the SEC guidance under Item 402(v) of Regulation S-K. Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ending December 31, 2020, 2021, 2022 and 2023 and our financial performance for each such fiscal year:

					Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(1,2,3)	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(1,2,3)	TSR	Peer Group TSR(4)	Net Income (millions)	Tangible Book Value (millions)
2023	$30,310,962	$60,423,730	$3,097,390	$ 8,082,513	$521	$121	$ 500	$4,113
2022	$10,762,373	$10,654,884	$2,808,655	$ 2,810,727	$321	$111	$ 923	$3,929
2021	$ 8,761,455	$19,701,296	$3,359,019	$ 5,536,118	$333	$126	$1,454	$3,233
2020	$ 9,261,290	$40,893,899	$3,689,256	$12,707,838	$248	$ 96	$ 307	$2,353

(1) The PEO in each covered year is Jay Bray. The individuals comprising the Non-PEO NEOs for each covered year presented are listed below:

2020	2021	2022	2023
Eldridge Burns	Eldridge Burns	Jaime Gow	Jaime Gow
Tony Ebers	Tony Ebers	Kurt Johnson	Kurt Johnson
Christopher Marshall	Christopher Marshall	Christopher Marshall	Christopher Marshall
Mike Rawls	Mike Rawls	Mike Rawls	Carlos Pelayo
			Mike Rawls

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.

(3) Adjustments:

	2020						2021						2022						2023
	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs
Total Amounts Reported in the Summary Compensation Table for Applicable FY	$	9,261,290		$	3,689,256		$	8,761,455		$	3,359,019		$	10,762,373		$	2,808,655		$	30,310,962		$	3,097,390
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(3,500,000	)	$	(937,504	)	$	(4,750,000	)	$	(1,612,511	)	$	(7,250,173	)	$	(1,527,056	)	$	(24,668,773	)	$	(1,280,932	)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	16,442,974		$	3,646,734		$	7,960,519		$	2,036,075		$	4,777,273		$	1,069,909		$	31,666,309		$	2,543,572
Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$	18,658,901		$	6,298,140		$	6,974,323		$	1,453,292		$	(1,107,235	)	$	(163,698	)	$	13,560,323		$	2,618,154
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		–			–			–			–			–			–			–			–
Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	30,734		$	11,212		$	754,999		$	300,243		$	3,472,646		$	622,917		$	9,554,909		$	1,104,329
Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		–			–			–			–			–			–			–			–

63

2020

2021

2022

2023

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date

–

–

–

–

–

–

–

–

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

–

–

–

–

–

–

–

–

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY

–

–

–

–

–

–

–

–

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans

–

–

–

–

–

–

–

–

TOTALS

$

40,893,899

$

12,707,838

$

19,701,296

$

5,536,118

$

10,654,884

$

2,810,727

$

60,423,730

$

8,082,513

(4) We selected the S&P Composite 1500 Financials Index as our peer group for purposes of this disclosure. This index is also utilized in (a) our Annual Reports on Form 10-K in connection with the required performance graph and (b) our 2023 PSU plan to measure relative TSR.

Relationship Between Pay and Performance

The charts below reflect the CAP for the Company’s PEO and the average CAP for the non-PEO NEOs, respectively, and their relation to TSR, net income and the Company’s selected measure, tangible book value.

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As demonstrated in the tables above, the amount of CAP is generally aligned with (a) Company TSR, (b) Company net income and (c) tangible book value. In particular, CAP is aligned with Company TSR given that a significant portion of our executive’s compensation is in the form of equity. Further, the Company’s TSR consistently outperformed the S&P Composite 1500 Financials Index over the reporting period.

The significant year-over-year change in the CAP for the Company’s PEO is due to the $15 million one-time highly-performance-based equity award granted in 2023 as part of his employment and retention agreement and because of the significant appreciation of our stock price, which impacts all outstanding equity awards that are included in the CAP calculation.

2023 Performance Measures

For fiscal year 2023, our Compensation Committee identified the performance measures listed below (listed in no particular order) as the most important in its compensation-setting process for our NEOs:

Financial Performance Measures
Tangible Book Value	Relative TSR	Adjusted EBT

The Compensation Committee identified tangible book value, relative TSR and Adjusted EBT as our “most important” measures that are tied to executive compensation outcomes. These measures are used in our incentive awards, which constitute the largest share of our NEOs’ pay. These measures influence payout decisions and impact the value of the Company, which in turn is reflected in the value of CAP for our PEO and NEOs. Refer to our Compensation Discussion and Analysis section above and Annex A—Non-GAAP Measures for definitions of non-GAAP measures utilized herein.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2023, with respect to shares of common stock that may be issued under our Incentive Plan:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Available for Future Issuance Under Equity Compensation Plans(2)
Equity Compensation Plans approved by stockholders(3)(4)	2,631,141	—	11,620,308
Equity Compensation Plans not approved by stockholders	—	—	—
Total	2,631,141	—	11,620,308

(1) Includes shares of the Company’s common stock in the amount of (a) 1,043,522, which represents the maximum number of shares that may be issued upon the vesting of performance stock units granted under the Omnibus Incentive Plan if maximum performance goals are achieved for each performance cycle, (b) 1,419,480, which may be issued upon the vesting of restricted stock units granted under the Omnibus Incentive Plan, (c) 158,458, the receipt of which has been deferred by our independent directors and (d) 9,681, the receipt of which has been deferred due to the retirement of certain employees.

(2) Represents shares underlying awards that have been granted under the terms of the Omnibus Incentive Plan.

(3) Reflects securities available for issuance under the Omnibus Incentive Plan. Under the terms of the Omnibus Incentive Plan, any award, other than an option or stock appreciation right, will count as 2.0 shares against the remaining pool.

(4) For additional information, please see Note 15 to the Consolidated Financial Statements, “Stockholders’ Equity and Employee Benefit Plans” in our Annual Report on Form 10-K for the year ended December 31, 2023.

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PROPOSAL 2: ADVISORY VOTE ON SAY ON PAY

In accordance with Section 14A of the Exchange Act, we are providing stockholders with an opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC.

The Compensation Committee regularly reviews the compensation programs for our NEOs to ensure that they achieve the desired goals of aligning the interests of executive management with stockholders, attracting, retaining and motivating high-quality executive officers and creating long-term value. We urge you to read the Compensation Discussion and Analysis section of this proxy statement, which describes how the executive compensation program reflects our compensation philosophy and objectives and the decisions made by the Compensation Committee for 2023 in detail.

We are asking stockholders to indicate their support for the NEO compensation described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, the Board recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s NEOs, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board values stockholders’ opinions, and the Compensation Committee and the Board will take into account the outcome of the vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS A VOTE FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

66

AUDIT FUNCTION

Report of the Audit & Risk Committee

Management is responsible for our overall financial reporting process. Ernst & Young LLP is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles. The Audit & Risk Committee’s responsibility is to monitor and oversee these processes. The Audit & Risk Committee is also solely responsible for the selection and termination of our independent registered public accounting firm, including the approval of audit fees and any non-audit services provided by and fees paid to the independent registered public accounting firm.

In this context, the Audit & Risk Committee:

• has met and held discussions with management of the Company, who represented to the Audit & Risk Committee that our audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles;

• has reviewed and discussed the audited consolidated financial statements and discussed with the independent registered public accounting firm the matters required to be discussed under the applicable standards adopted by the Public Company Accounting Oversight Board;

• has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit & Risk Committee concerning independence and discussed with the independent registered public accounting firm its independence; and

• participated in the certification process relating to the filing of certain reports pursuant to the Exchange Act.

Based on the review and discussions referred to above, the Audit & Risk Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

This report was submitted by the Audit & Risk Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.

Members of the Audit & Risk Committee

Roy Guthrie, Chair

Daniela Jorge

Steven Scheiwe

67

PROPOSAL 3: RATIFICATION OF APPOINTMENT

OF INDEPENDENT AUDITORS

The Audit & Risk Committee has appointed Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2023. The Board is asking stockholders to ratify this appointment. Although SEC regulations and NASDAQ listing requirements require our independent registered public accounting firm to be engaged, retained and supervised by the Audit & Risk Committee, the Board considers the selection of an independent registered public accounting firm to be an important matter to stockholders and a key corporate governance issue. If the appointment of E&Y is not ratified, the matter of the appointment of the independent registered public accounting firm will be re-considered by the Audit & Risk Committee.

We anticipate that a representative of E&Y will attend the annual meeting, will be available to respond to appropriate questions and will have an opportunity to make a statement.

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Independent Registered Public Accounting Firm Fees

The following table presents fees for professional services rendered by E&Y for each of the last two fiscal years:

	2023		2022
Audit Fees(1)	$	5,929,300	$	4,941,113
Audit-Related Fees(2)		833,250		821,000
Tax Fees(3)		1,198,661		1,077,637
All Other Fees(4)		3,838		2,132
Total	$	7,965,049	$	6,841,882

⁽¹⁾ Audit fees include fees related to the annual integrated audits of our consolidated financial statements, including internal control over financial reporting, the reviews of our interim consolidated financial statements related to our quarterly reports on Form 10-Q and other services that generally only the independent registered public accountant can provide such as the issuance of comfort letters and consents

⁽²⁾ Audit-related fees generally include fees related to the performance of other attest engagements under professional auditing standards, including internal control-related engagements, Regulation AB and other servicer compliance-related engagements and the audit of an employee benefit plan.

⁽³⁾ Tax fees relate to the performance of tax compliance services, including the preparation, review and filing of tax returns and consulting services for various matters, including an assessment of certain federal and state tax credits.

⁽⁴⁾ This amount relates to the subscription to E&Y’s web-based accounting and auditing research library.

Audit & Risk Committee’s Pre-Approval Policies and Procedures

The Audit & Risk Committee must approve any service to be performed by our independent registered public accounting firm in advance of the service being performed. The Audit & Risk Committee approved in advance the services performed in 2023 and 2022 by our independent registered public accounting firm.

68

BENEFICIAL OWNERSHIP

Security Ownership of Certain Beneficial Owners

The following table shows, as of March 25, 2024, the beneficial ownership of shares of Mr. Cooper Group common stock by: (a) each director, (b) our NEOs for 2023, (c) all of our directors and executive officers as a group and (d) each stockholder known to us to beneficially own more than 5% of Mr. Cooper Group common stock. Beneficial ownership means that the individual has or shares voting power or investment power with respect to the shares of Mr. Cooper Group common stock or the individual has the right to acquire the shares within 60 days of March 25, 2024.

Name	Shares beneficially owned(1)		% of shares outstanding
Directors and NEOs
Jay Bray(2)		1,053,561		1.61%
Busy Burr(3)		33,309		*
Roy Guthrie(3)		69,001		*
Daniela Jorge(3)		5,702		*
Michael Malone(3)		116,391		*
Shveta Mujumdar(3)		22,244		*
Tagar Olson(3)		21,810		*
Steven Scheiwe(3)(4)		79,903		*
Jaime Gow		—		*
Kurt Johnson		47,501		*
Christopher Marshall		747,286		1.15%
Carlos Pelayo		2,915
Michael Rawls		52,875		*
All directors and executive officers as a group  (12 persons)(5)		1,522,212		2.33%
5% Stockholders
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		11,227,682(6)		17.21%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		7,626,038(7)		11.69%

* Indicates less than one percent.

⁽¹⁾  Includes with respect to each of the following NEOs, directors and all executive officers and directors as a group, restricted stock units which vest within 60 days of March 25, 2024:

Name	Restricted  Stock Units
Directors and NEOs
Jay Bray	—
Busy Burr	2,559
Roy Guthrie	2,559
Daniela Jorge	2,559
Michael Malone	2,559
Shveta Mujumdar	2,559
Tagar Olson	2,559
Steven Scheiwe	2,559
Kurt Johnson	—
Carlos Pelayo	—
Michael Rawls	—
Michael Weinbach	—
All directors and executive officers as a group (12 persons)	17,913

⁽²⁾  Includes 359,631 shares held in the name of the Jesse K. Bray Living Trust, under which Mr. Bray is the trustee.

69

⁽³⁾  Total includes shares for which no voting or investment power currently exists, the receipt of which has been deferred by (a) Ms. Burr in the amount of 15,357 shares, (b) Mr. Guthrie in the amount of 52,030 shares, (c) Ms. Jorge in the amount of 3,143 shares, (d) Mr. Malone in the amount of 52,030 shares, (e) Ms. Mujumdar in the amount of 5,073 shares, (f) Mr. Olson in the amount of 21,810 shares and (g) Mr. Scheiwe in the amount of 21,810 shares, who could obtain their respective deferred shares within 60 days of March 25, 2024 under certain circumstances.

⁽⁴⁾  Includes 32,803 shares held in the name of the Scheiwe Family Living Trust, under which Mr. Scheiwe is a trustee.

⁽⁵⁾  Includes 17,000 shares for Michael Weinbach and excludes (a) Jaime Gow, who ceased being an executive officer on March 6, 2023, and (b) Christopher Marshall who ceased being an executive officer on January 31, 2024.

⁽⁶⁾  Based on a Schedule 13G/A filed with the SEC on January 22, 2024, by BlackRock, Inc. According to the filing, the beneficial owner has indicated that it has sole voting power to vote 11,035,651 shares and sole dispositive power with respect to 11,227,682 shares. These stockholders have indicated that the aggregate amount beneficially owned by each reporting person is 11,227,682 shares.

⁽⁷⁾ Based on a Schedule 13G/A filed with the SEC on February 14, 2024, by The Vanguard Group. According to the filing, the beneficial owner has indicated that it has no sole voting power, shared voting power to vote 56,133 shares, sole dispositive power with respect to 7,497,836 shares and shared dispositive power with respect to 128,202 shares. These stockholders have indicated that the aggregate amount beneficially owned by each reporting person is 7,626,038 shares.

70

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Related-Party Transaction Policy

The Board recognizes the importance of avoiding conflicts of interest between us and our employees, directors and affiliates of our employees and directors and any person who is the beneficial owner or more than 5% of Mr. Cooper Group voting securities (each, a “related party”). Our Code of Business Conduct and Ethics requires directors and executive officers, including their affiliates, to avoid any activity, interest or relationship that would create, or might appear to others to create, a conflict of interest with us. Accordingly, our Board has adopted a written policy regarding the approval of any related-party transaction, which is any transaction or series of transactions involving us or any of our consolidated subsidiaries and a related party where the aggregate amount involved will or may be expected to exceed $120,000 and the related party has a direct or indirect material interest. In addition, under our policy, the provision of mortgage origination and mortgage servicing to our directors, executive offices and their immediate family members is not considered a related-party transaction, provided that the transaction is (a) on substantially the same terms for comparable services provided to non-affiliates or (b) pursuant to Company policy or programs.

Pursuant to this policy and our related procedures, directors (including director nominees), executive officers and employees are required to report to our legal department any related-party transactions or circumstances that may create or appear to create a conflict between the personal interests of the individual and the interests of the Company. These transactions are then reported to the NCG Committee. The disinterested members of the NCG Committee who do not have material direct or indirect interests evaluates each related-party transaction to determine if the transaction is fair, reasonable and within Company policy and whether it should be ratified and approved. Additionally, the NCG Committee may determine that the Board should approve or ratify any related-party transaction. If the chairman of the NCG Committee determines that it is not practicable or desirable for the Company to wait until the next regularly-scheduled meeting of the NCG Committee, the chairman may approve or ratify related-party transactions and report to the full NCG Committee at its next regularly-scheduled committee meeting any approvals or ratifications made by the chairman. In addition, we also make inquiries of management personnel and, as appropriate, third parties and other resources for purposes of identifying related-party transactions. The NCG Committee considers various factors, including the benefit of the transaction to the Company, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of the Company’s business, the direct or indirect nature of the related-person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related-party transaction under applicable law and listing standards.

OTHER MATTERS

The Board knows of no other matters to be brought before the 2024 Annual Meeting of Stockholders. If matters other than the ones listed in this proxy statement properly come before the 2024 Annual Meeting of Stockholders or any adjournment or postponement thereof, the persons named in the proxy will vote the shares represented by the proxy according to their judgment.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Based on our records and other information, we believe that in 2023, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were properly met, except that one Form 4 for each of Mr. Bray and Mr. Rawls was filed late due to an inadvertent administrative error.

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Stockholder Proposals

Stockholder Proxy Proposal Deadline

Pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals will need to be received by us not later than December 12, 2024, to be eligible for inclusion in our proxy statement and form of proxy with respect to the 2025 Annual Meeting of Stockholders. Stockholder proposals must be sent to us at Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary.

Stockholder Business – Annual Meeting

Stockholders who wish to introduce an item of business at an annual meeting of stockholders may do so in accordance with our Bylaw procedures. A stockholder desiring to bring a proper subject of business before the 2025 Annual Meeting of Stockholders, without inclusion of such proposal in the proxy statement, must provide a written notice timely received by us not sooner than December 12, 2024, but not later than January 11, 2025, at our principal executive offices. Any notice of intent to introduce an item of business at an annual meeting of stockholders must, among other things, contain the name and address of the stockholder and a representation that the stockholder is a holder of record and that the stockholder intends to appear in person or by proxy at the meeting. A complete listing of the other requirements the advance notice must meet is found in Section 2.13 of our Bylaws. A complete copy of our Bylaws may be found on our website at www.mrcoopergroup.com or by writing to Mr. Cooper Group Inc., 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which must be postmarked and mailed to our principal executive offices or electronically transmitted to secretary@mrcooper.com no later than March 24, 2025.

The chairman of the annual meeting may refuse to allow the transaction of any business not presented in compliance with the foregoing procedures.

72

GENERAL INFORMATION ABOUT

THE ANNUAL MEETING AND VOTING

What is the purpose of this proxy statement?

The purpose of this proxy statement is to provide information regarding matters to be voted on at our 2024 Annual Meeting of Stockholders. Additionally, it contains certain information that the SEC and NASDAQ require us to provide to our stockholders. This proxy statement is also the document used by our Board to solicit proxies to be used at the annual meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on the matters to be presented at the annual meeting, even if they cannot attend the annual meeting.

When and where will the 2024 Annual Meeting of Stockholders be held?

The annual meeting will be held on May 23, 2024, at the Four Points by Sheraton – Dallas/Fort Worth Airport North, 1580 Point West Blvd., Coppell, TX 75019 at 9:00 a.m., central time.

What will be voted on and how many votes are required to elect directors and adopt other proposals?

Proposal	Votes Required
Election of Directors	Majority of the votes present in person or by proxy entitled to vote
Say-on-Pay Vote	Affirmative vote of a majority of Mr. Cooper Group common stock present in person or by proxy entitled to vote
Ratification of Ernst & Young LLP as our independent auditors for 2024	Affirmative vote of a majority of Mr. Cooper Group common stock present in person or by proxy entitled to vote

We also will consider any other business that may properly come before the annual meeting.

Who may vote at the annual meeting?

All stockholders who owned Mr. Cooper Group common stock at the close of business on the record date of March 25, 2024, may attend and vote at the annual meeting.

Are Proxy Materials available via the Internet?

Under rules adopted by the SEC, we primarily furnish proxy materials to our stockholders on the Internet, rather than mailing paper copies of the materials (including our 2023 Annual Report to each stockholder. If you received a notice regarding the availability of proxy materials (the “Notice”) by mail or electronic mail, you will not receive a paper copy of these proxy materials unless you request one. Instead, the Notice will instruct you on how you may vote your shares. The Notice will also instruct you on how you may access your proxy card to vote over the Internet. If you received a Notice by mail or electronic mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice.

How do I vote?

You can vote either in person at the annual meeting or by proxy whether or not you attend the annual meeting. To vote by proxy:

By internet

• Go to the website www.proxypush.com/COOP and follow the instructions, 24 hours a day, seven days a week.

• You will need the control number included on your proxy card to vote online.

73

By telephone

• From a touch-tone telephone, dial 866-395-4184 and follow the recorded instructions, 24 hours a day, seven days a week.

• You will need the control number included on your proxy card in order to vote by telephone.

By mail

• Mark your selections on the proxy card that accompanies this proxy statement.

• Date and sign your name exactly as it appears on your proxy card.

• Mail the proxy card in the enclosed postage-paid envelope provided to you.

To vote by proxy, you must properly complete and return the enclosed proxy card in a timely manner. If you vote by proxy, your shares will be voted as you indicate on the card. If you sign your proxy card but do not specify how you want your shares voted, they will be voted as the Board recommends.

Can I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

• sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than May 22, 2024;

• voting again by Internet or telephone at a later time before the closing of those voting facilities;

• submitting a properly signed proxy card with a later date that is received no later than May 22, 2024; or

• attending the annual meeting, revoking your proxy and voting.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the annual meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

How many votes do I have?

You will have one vote for each share of Mr. Cooper Group common stock which you owned at the close of business on March 25, 2024, the record date for the annual meeting.

How many shares of Company Stock are eligible to vote at the annual meeting?

At the close of business on March 25, 2024, the record date of the annual meeting, there was a total of 65,255,434 shares of Mr. Cooper Group common stock outstanding and eligible to vote at the annual meeting.

How many shares must be present to hold the annual meeting?

The presence, in person or by proxy, of the holders of at least a majority in voting power of the outstanding shares of the Company Stock, voting together as a single class, entitled to vote at the meeting is necessary to constitute a quorum. Shares are counted as present at the annual meeting if stockholders are present in person or a proxy card has been properly submitted by or on behalf of stockholders. Votes to abstain, referred to as “abstentions,” and broker non-votes are counted for purposes of determining the presence of a quorum.

What if I hold my shares in a brokerage account?

If you hold your shares in a brokerage account, the shares are said to be held in “street name.” In this case your broker will send you a package, including a voter instruction card which will ask you how you want your shares to be voted. If you give your broker instructions, the broker will vote your shares as you direct. If you do not give your broker instructions (these shares are often referred to as broker non-votes) and the proposal involves a “routine” matter, then NASDAQ rules provide brokers with discretionary power to vote your shares. However, if a proposal involves a “non-routine” matter, then brokers are not permitted to vote your shares without instructions from you.

74

What is a Broker Non-Vote?

A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to the ratification of the appointment of independent registered public accounting firm but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. Please instruct your broker so your vote can be counted.

If I abstain, what happens to my vote?

If you choose to abstain in voting on the Election of Directors, your abstention will have no effect, as the required vote is calculated through the following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST.

If you choose to abstain in voting on any other matter, your abstention will be counted as a vote AGAINST the proposal, as the required vote is calculated through the following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST plus votes ABSTAINING.

How do I attend the annual meeting?

If you plan to attend the meeting in person, please RSVP via email to secretary@mrcooper.com with RSVP as the subject line no later than 5:00 p.m. central time on May 22, 2024. Admission to the annual meeting is limited to Mr. Cooper Group stockholders or their proxy holders. In order to be admitted to the annual meeting, each stockholder will be asked to present proof of stock ownership and valid government-issued photo identification, such as a driver’s license. Proof of stock ownership may consist of the proxy card, or if shares are held in the name of a broker, bank or other nominee, an account statement or letter from the nominee indicating that you beneficially owned shares of Mr. Cooper Group common stock at the close of business on March 25, 2024, the record date for the annual meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

How do I obtain more information about Mr. Cooper Group

We file annual, quarterly and current reports, proxy statements and other information with the SEC which is available on the website maintained by the SEC at www.sec.gov. Such information will also be furnished upon written request to Mr. Cooper Group Inc., at 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary, and can also be accessed through our website. We will furnish without charge to each person whose proxy is being solicited, upon oral or written request of any such person, a copy of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, excluding the exhibits, by first class mail or other equally prompt means within one business day of receipt of such request. Request for copies of such report should be directed to our Corporate Secretary at the above address or at 469-549-2000.

What is “householding”?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address. This process which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single copy of the proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Stockholders who participate in householding will continue to receive separate proxy or voting instruction cards.

75

Once a stockholder receives notice from his or her broker or us that they will be householding materials to his or her address, householding will continue until the stockholder revokes the consent. If you are not eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please send your request to Mr. Cooper Group Inc. at 8950 Cypress Waters Boulevard, Coppell, Texas 75019, Attention: Corporate Secretary. You may also make written or oral requests by contacting us at this address or calling 469-549-2000 if you participate in householding and wish to receive a separate copy of these documents (in which case we will promptly deliver a separate copy to you), or if, at any time, you no longer wish to participate in householding. You should notify your broker if the shares are held in a brokerage account or us if you hold registered shares. We can be notified by sending a written request to the above address.

76

ANNEX A – NON-GAAP MEASURES

We provide certain non-GAAP financial measures in this proxy statement that are not in accordance with, or alternatives for, generally accepted accounting principles in the United States. The Company utilizes non-GAAP financial measures as the measures provide additional information to assist investors in understanding and assessing our business segments’ ongoing performance and financial results, as well as assessing our prospects for future performance. This annex includes additional information regarding these measures.

Adjusted operating financial measures facilitate a meaningful analysis and allow more accurate comparisons of our ongoing business operations because they exclude items that may not be indicative of or are unrelated to the Company’s and our business segments’ core operating performance and are better measures for assessing trends in our underlying businesses. These notable items are consistent with how management views our businesses. Pretax operating income in the servicing segment eliminates the effects of mark-to-market adjustments which primarily reflects unrealized gains or losses based on the changes in fair value measurements of MSRs and their related financing liabilities for which a fair value accounting election was made. These adjustments, which can be highly volatile and material due to changes in credit markets, are not necessarily reflective of the gains and losses that will ultimately be realized by the Company. Pretax operating income in the servicing segment also eliminated a $2 million accounting item and $3 million for intangible amortization in 2023.

Operating return on tangible common equity is a non-GAAP financial measure that is computed by dividing adjusted net income (operating income) by average tangible common equity (also known as tangible book value). Tangible common equity equals total stockholders’ equity less goodwill and intangible assets. The annual average is calculated by taking the quarterly averages of beginning and ending period. Management believes that operating return on tangible common equity is a useful financial measure because it measures the performance of a business consistently and enables investors and others to assess the Company’s use of equity.

Tangible book value is a non-GAAP financial measure that is defined as stockholders’ equity less goodwill and intangible assets. Tangible book value per share is calculated by dividing tangible book value by the number of common shares outstanding. Management believes tangible book value and tangible book value per share are useful metrics to investors because they provide a more accurate measure of the realizable value of stockholder returns, excluding the impact of goodwill and intangible assets.

The following tables reconcile (a) GAAP return on common equity to operating return on tangible common equity (b) GAAP book value and GAAP book value per share to tangible book value and tangible book value per share, respectively and (c) GAAP pretax income to pretax operating income in the servicing segment.

77

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

$ mm’s	2023
Pretax income	$	654
Income tax expense		(154	)
Net income	$	500
Return on common equity (ROCE)(1)		12.1	%
Average book value(2)	$	4,135
Pretax income	$	654
Other mark-to-market		(18	)
Accounting items / other		17
Intangible amortization		7
Pretax operating income	$	660
Income tax expense(3)		(160	)
Operating income	$	500
Operating return on tangible common equity (ROTCE)		12.5	%
Average tangible book value	$	3,987
Servicing pretax income	$	882
Other mark-to-market		(18	)
Accounting items / other		2
Intangible amortization		3
Servicing pretax operating income	$	869

⁽¹⁾  ROCE is computed by dividing earnings by the average of quarterly BV averages

⁽²⁾  Average of quarterly BV averages of $4,022 for 1Q’23, $4,033 for 2Q’23, $4,192 for 3Q’23, and $4,293 for 4Q’23

⁽³⁾  Assumes GAAP tax-rate of 24.2% and does not give credit to cash flow benefits of the DTA

$ mm’s, except per share amounts	December 31, 2022			December 31, 2023			Y/Y   Change
Stockholders’ equity (BV)		$4,057			$4,282
Goodwill		(120	)		(141	)
Intangible assets		(8	)		(28	)
Tangible book value (TBV)		$3,929			$4,113
Ending shares of common stock outstanding (mm’s)		69.3			64.6
BV/share		$58.57			$66.29			13%
TBV/share		$56.72			$63.67			12%

78

Mr. CooperGroup

P.O. BOX 8016, CARY, NC 27512-9903
	Scan QR for digital voting

Mr. Cooper Group Inc.   For Shareholders of record as of March 25, 2024   Thursday, May 23, 2024 9:00 AM, Local Time   Four Points by Sheraton - Dallas/Fort Worth Airport North 1580 Point West Blvd, Coppell, TX 75019   YOUR VOTE IS IMPORTANT!       Internet: www.proxypush.com/COOP •  Cast your vote online •  Have your Proxy Card ready •  Follow the simple instructions to record your vote   Phone: 1-866-395-4184 •  Use any touch-tone telephone •  Have your Proxy Card ready •  Follow the simple recorded instructions   Mail: •  Mark, sign and date your Proxy Card •  Fold and return your Proxy Card in the postage-paid envelope provided

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Jay Bray and Beth Gormley (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Mr. Cooper Group Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved

Mr. Cooper Group Inc. Annual Meeting of Shareholders

Please make your marks like this:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

   FOR ON PROPOSALS 1, 2 AND 3

	PROPOSAL	YOUR VOTE			BOARD OF DIRECTORS RECOMMENDS
1.	Election of Directors	FOR	AGAINST	ABSTAIN
	1.01 Jay Bray	☐	☐	☐	FOR
	1.02 Busy Burr	☐	☐	☐	FOR
	1.03 Roy Guthrie	☐	☐	☐	FOR
	1.04 Daniela Jorge	☐	☐	☐	FOR
	1.05 Michael Malone	☐	☐	☐	FOR
	1.06 Shveta Mujumdar	☐	☐	☐	FOR
	1.07 Tagar Olson	☐	☐	☐	FOR
	1.08 Steven Scheiwe	☐	☐	☐	FOR
		FOR	AGAINST	ABSTAIN
2.	To conduct an advisory vote on named executive officer compensation;	☐	☐	☐	FOR
3.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and	☐	☐	☐	FOR
4.	The transaction of such other business as may properly come before the meeting.

If you plan to attend the meeting, you must email your RSVP to secretary@mrcooper.com.

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable) Date      Signature (if held jointly) Date   

XML

Cover	12 Months Ended
	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Mr. Cooper Group Inc.
Entity Central Index Key	0000933136

XML

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The SEC has adopted a rule requiring annual disclosure of pay versus performance which shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based on permitted methodology pursuant to the SEC guidance under Item 402(v) of Regulation S-K. Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ending December 31, 2020, 2021, 2022 and 2023 and our financial performance for each such fiscal year:

					Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(1,2,3)	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(1,2,3)	TSR	Peer Group TSR(4)	Net Income (millions)	Tangible Book Value (millions)
2023	$30,310,962	$60,423,730	$3,097,390	$ 8,082,513	$521	$121	$ 500	$4,113
2022	$10,762,373	$10,654,884	$2,808,655	$ 2,810,727	$321	$111	$ 923	$3,929
2021	$ 8,761,455	$19,701,296	$3,359,019	$ 5,536,118	$333	$126	$1,454	$3,233
2020	$ 9,261,290	$40,893,899	$3,689,256	$12,707,838	$248	$ 96	$ 307	$2,353

(1) The PEO in each covered year is Jay Bray. The individuals comprising the Non-PEO NEOs for each covered year presented are listed below:

2020	2021	2022	2023
Eldridge Burns	Eldridge Burns	Jaime Gow	Jaime Gow
Tony Ebers	Tony Ebers	Kurt Johnson	Kurt Johnson
Christopher Marshall	Christopher Marshall	Christopher Marshall	Christopher Marshall
Mike Rawls	Mike Rawls	Mike Rawls	Carlos Pelayo
			Mike Rawls

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.

(3) Adjustments:

	2020						2021						2022						2023
	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs
Total Amounts Reported in the Summary Compensation Table for Applicable FY	$	9,261,290		$	3,689,256		$	8,761,455		$	3,359,019		$	10,762,373		$	2,808,655		$	30,310,962		$	3,097,390
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(3,500,000	)	$	(937,504	)	$	(4,750,000	)	$	(1,612,511	)	$	(7,250,173	)	$	(1,527,056	)	$	(24,668,773	)	$	(1,280,932	)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	16,442,974		$	3,646,734		$	7,960,519		$	2,036,075		$	4,777,273		$	1,069,909		$	31,666,309		$	2,543,572
Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$	18,658,901		$	6,298,140		$	6,974,323		$	1,453,292		$	(1,107,235	)	$	(163,698	)	$	13,560,323		$	2,618,154
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		–			–			–			–			–			–			–			–
Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	30,734		$	11,212		$	754,999		$	300,243		$	3,472,646		$	622,917		$	9,554,909		$	1,104,329
Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		–			–			–			–			–			–			–			–

2020

2021

2022

2023

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date

–

–

–

–

–

–

–

–

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

–

–

–

–

–

–

–

–

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY

–

–

–

–

–

–

–

–

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans

–

–

–

–

–

–

–

–

TOTALS

$

40,893,899

$

12,707,838

$

19,701,296

$

5,536,118

$

10,654,884

$

2,810,727

$

60,423,730

$

8,082,513

(4) We selected the S&P Composite 1500 Financials Index as our peer group for purposes of this disclosure. This index is also utilized in (a) our Annual Reports on Form 10-K in connection with the required performance graph and (b) our 2023 PSU plan to measure relative TSR.

Company Selected Measure Name

Tangible Book Value

Named Executive Officers, Footnote

(1) The PEO in each covered year is Jay Bray. The individuals comprising the Non-PEO NEOs for each covered year presented are listed below:

2020	2021	2022	2023
Eldridge Burns	Eldridge Burns	Jaime Gow	Jaime Gow
Tony Ebers	Tony Ebers	Kurt Johnson	Kurt Johnson
Christopher Marshall	Christopher Marshall	Christopher Marshall	Christopher Marshall
Mike Rawls	Mike Rawls	Mike Rawls	Carlos Pelayo
			Mike Rawls

Peer Group Issuers, Footnote

We selected the S&P Composite 1500 Financials Index as our peer group for purposes of this disclosure.

PEO Total Compensation Amount

$ 30,310,962

$ 10,762,373

$ 8,761,455

$ 9,261,290

PEO Actually Paid Compensation Amount

$ 60,423,730

10,654,884

19,701,296

40,893,899

Adjustment To PEO Compensation, Footnote

(3) Adjustments:

	2020						2021						2022						2023
	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs
Total Amounts Reported in the Summary Compensation Table for Applicable FY	$	9,261,290		$	3,689,256		$	8,761,455		$	3,359,019		$	10,762,373		$	2,808,655		$	30,310,962		$	3,097,390
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(3,500,000	)	$	(937,504	)	$	(4,750,000	)	$	(1,612,511	)	$	(7,250,173	)	$	(1,527,056	)	$	(24,668,773	)	$	(1,280,932	)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	16,442,974		$	3,646,734		$	7,960,519		$	2,036,075		$	4,777,273		$	1,069,909		$	31,666,309		$	2,543,572
Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$	18,658,901		$	6,298,140		$	6,974,323		$	1,453,292		$	(1,107,235	)	$	(163,698	)	$	13,560,323		$	2,618,154
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		–			–			–			–			–			–			–			–
Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	30,734		$	11,212		$	754,999		$	300,243		$	3,472,646		$	622,917		$	9,554,909		$	1,104,329
Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		–			–			–			–			–			–			–			–

2020

2021

2022

2023

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date

–

–

–

–

–

–

–

–

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

–

–

–

–

–

–

–

–

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY

–

–

–

–

–

–

–

–

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans

–

–

–

–

–

–

–

–

TOTALS

$

40,893,899

$

12,707,838

$

19,701,296

$

5,536,118

$

10,654,884

$

2,810,727

$

60,423,730

$

8,082,513

Non-PEO NEO Average Total Compensation Amount

$ 3,097,390

2,808,655

3,359,019

3,689,256

Non-PEO NEO Average Compensation Actually Paid Amount

$ 8,082,513

2,810,727

5,536,118

12,707,838

Adjustment to Non-PEO NEO Compensation Footnote

(3) Adjustments:

	2020						2021						2022						2023
	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs
Total Amounts Reported in the Summary Compensation Table for Applicable FY	$	9,261,290		$	3,689,256		$	8,761,455		$	3,359,019		$	10,762,373		$	2,808,655		$	30,310,962		$	3,097,390
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(3,500,000	)	$	(937,504	)	$	(4,750,000	)	$	(1,612,511	)	$	(7,250,173	)	$	(1,527,056	)	$	(24,668,773	)	$	(1,280,932	)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	16,442,974		$	3,646,734		$	7,960,519		$	2,036,075		$	4,777,273		$	1,069,909		$	31,666,309		$	2,543,572
Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$	18,658,901		$	6,298,140		$	6,974,323		$	1,453,292		$	(1,107,235	)	$	(163,698	)	$	13,560,323		$	2,618,154
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		–			–			–			–			–			–			–			–
Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	30,734		$	11,212		$	754,999		$	300,243		$	3,472,646		$	622,917		$	9,554,909		$	1,104,329
Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		–			–			–			–			–			–			–			–

2020

2021

2022

2023

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

PEO

Average non-PEO NEOs

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date

–

–

–

–

–

–

–

–

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

–

–

–

–

–

–

–

–

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY

–

–

–

–

–

–

–

–

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans

–

–

–

–

–

–

–

–

TOTALS

$

40,893,899

$

12,707,838

$

19,701,296

$

5,536,118

$

10,654,884

$

2,810,727

$

60,423,730

$

8,082,513

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

2023 Performance Measures

For fiscal year 2023, our Compensation Committee identified the performance measures listed below (listed in no particular order) as the most important in its compensation-setting process for our NEOs:

Financial Performance Measures
Tangible Book Value	Relative TSR	Adjusted EBT

Total Shareholder Return Amount

$ 521

321

333

248

Peer Group Total Shareholder Return Amount

121

111

126

96

Net Income (Loss)

$ 500,000,000

$ 923,000,000

$ 1,454,000,000

$ 307,000,000

Company Selected Measure Amount

4,113,000,000

3,929,000,000

3,233,000,000

2,353,000,000

PEO Name

Jay Bray

Measure:: 1

Pay vs Performance Disclosure

Name

Tangible Book Value

Non-GAAP Measure Description

Refer to our Compensation Discussion and Analysis section above and Annex A—Non-GAAP Measures for definitions of non-GAAP measures utilized herein.

Measure:: 2

Pay vs Performance Disclosure

Name

Relative TSR

Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted EBT

PEO | Amounts Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (24,668,773)

$ (7,250,173)

$ (4,750,000)

$ (3,500,000)

PEO | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

31,666,309

4,777,273

7,960,519

16,442,974

PEO | Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

13,560,323

(1,107,235)

6,974,323

18,658,901

PEO | Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

9,554,909

3,472,646

754,999

30,734

Non-PEO NEO | Amounts Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,280,932)

(1,527,056)

(1,612,511)

(937,504)

Non-PEO NEO | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,543,572

1,069,909

2,036,075

3,646,734

Non-PEO NEO | Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,618,154

(163,698)

1,453,292

6,298,140

Non-PEO NEO | Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 1,104,329

$ 622,917

$ 300,243

$ 11,212