NMI Holdings, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: NMIH · Form: DEF 14A · Filed: 2024-03-28T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, NMI Holdings, Executive Compensation, Corporate Governance

TL;DR

<b>NMI Holdings, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

NMI Holdings, Inc. (NMIH) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. NMI Holdings, Inc. filed a DEF 14A form on March 28, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business address is 2100 Powell Street, 12th Floor, Emeryville, CA 94608. The SIC code for NMI Holdings, Inc. is 6351 (Surety Insurance). The filing includes data related to equity awards and their fair value for the years 2020-2023.

Why It Matters

For investors and stakeholders tracking NMI Holdings, Inc., this filing contains several important signals. This filing provides detailed information on executive compensation, shareholder proposals, and corporate governance matters, which are crucial for investors to understand how the company is managed and how executive pay is structured. As a DEF 14A filing, it signals that the company is preparing for its annual shareholder meeting, where key decisions regarding the board of directors and other corporate matters will be voted upon.

Risk Assessment

Risk Level: — NMI Holdings, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate procedures rather than immediate financial distress or significant positive developments.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess management's alignment with shareholder interests and potential impacts on corporate strategy.

Key Numbers

Key Players & Entities

FAQ

When did NMI Holdings, Inc. file this DEF 14A?

NMI Holdings, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NMI Holdings, Inc. (NMIH).

Where can I read the original DEF 14A filing from NMI Holdings, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NMI Holdings, Inc..

What are the key takeaways from NMI Holdings, Inc.'s DEF 14A?

NMI Holdings, Inc. filed this DEF 14A on March 28, 2024. Key takeaways: NMI Holdings, Inc. filed a DEF 14A form on March 28, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal business address is 2100 Powell Street, 12th Floor, Emeryville, CA 94608..

Is NMI Holdings, Inc. a risky investment based on this filing?

Based on this DEF 14A, NMI Holdings, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, indicating standard corporate procedures rather than immediate financial distress or significant positive developments.

What should investors do after reading NMI Holdings, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess management's alignment with shareholder interests and potential impacts on corporate strategy. The overall sentiment from this filing is neutral.

How does NMI Holdings, Inc. compare to its industry peers?

NMI Holdings, Inc. operates in the surety insurance industry. This DEF 14A filing is typical for publicly traded companies in this sector.

Are there regulatory concerns for NMI Holdings, Inc.?

As a publicly traded company, NMI Holdings, Inc. is subject to SEC regulations requiring the filing of proxy statements like this DEF 14A.

Industry Context

NMI Holdings, Inc. operates in the surety insurance industry. This DEF 14A filing is typical for publicly traded companies in this sector.

Regulatory Implications

As a publicly traded company, NMI Holdings, Inc. is subject to SEC regulations requiring the filing of proxy statements like this DEF 14A.

What Investors Should Do

  1. Analyze the executive compensation packages detailed in the filing.
  2. Examine any shareholder proposals and the company's recommendations.
  3. Review the board of directors' composition and independence.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual shareholder meetings and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,685 words · 19 min read · ~16 pages · Grade level 13.4 · Accepted 2024-03-28 16:10:46

Key Financial Figures

Filing Documents

— ELECTION OF DIRECTORS 10

ITEM 1 — ELECTION OF DIRECTORS 10 Director Criteria, Qualifications, Experience and Tenure 10 Our Director Nominees and Diversity 11 Personal Attributes and Skills of the Director Nominees 12 Biographies of the Director Nominees 13 2023 Director Compensation 18 Corporate Governance and Board Matters 20 Board Leadership 20 Board Committees 21 Audit Committee Report 2 2 Board Oversight of Risk 24 Board Oversight of Our Values and People 26 Corporate Responsibility 26 Sustainability Report 26 Environmental Impact 26 Social Responsibility 26 Governance 28 Director Independence 28 Certain Relationships and Related Party Transactions 2 9 Stockholder Engagement 29 Information Online 30 Board Communication 30 Information of Our Executive Officers 30 Beneficial Ownership of Common Stock 32 Named Executive Officers and Directors 32 Greater Than 5% Stockholders 33 Equity Compensation Plans Information 33 COMPENSATION OF NAMED EXECUTIVE OFFICERS 34 Compensation Discussion and Analysis 34 Executive Summary and Overview of Performance 34

Executive Compensation Philosophy 36

Executive Compensation Philosophy 36 Stockholder Say-on-Pay Votes 36 Our Process for Executive Compensation 37 Benchmarking 39 Our Peer Group 39 Elements of Executive Compensation Program (Overview) 40 Compensation of our CEO and Executive Officers Are Weighed Towards Variable Compensation 41 Compensation Program Details 42 Other Important Governance and Executive Compensation Policies 45 Compensation Committee Report 47 2023 Summary Compensation Table 48 Employment Arrangements with our NEOs 49 Grants of Plan-Based Awards for 2023 50 Outstanding Equity Awards at 2023 Fiscal Year-End 51 Option Exercises and Stock Vested during Fiscal Year 2023 52 Potential Payments upon Termination of Employment or Change in Control 52 CEO Pay Ratio 55 Pay Versus Performance Table 56 Relationship Between "Compensation Actually Paid" and Performance 58

— ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 60

ITEM 2 — ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 60 Stockholder Vote Required 60

— RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS 61

ITEM 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS 61 Audit and Other Fees 61 Stockholder Vote Required 61 ITEM 4 —APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO PROVIDE EXCULPATION FOR CERTAIN OFFICERS 62 Background 62 Rationale for the Amended Certificate 63 Stockholder Vote Required 63 APPENDIX A — AMENDED AND RESTATED CERTIFICATE A-1 Redline of the Amended Certificate A-1 APPENDIX B — EXPLANATION AND RECONCILIATION OF OUR USE OF NON-GAAP FINANCIAL MEASURES B -1 Non-GAAP Financial Measure Reconciliation B -1 Table of Contents Notice of 2024 Annual Meeting of Stockholders To the Stockholders of NMI Holdings, Inc.: The 2024 Annual Meeting of Stockholders (Annual Meeting) of NMI Holdings, Inc. (NMI or the Company) will be held as a virtual meeting. MEETING INFORMATION DATE Thursday, May 9, 2024 PROPOSALS 1 Election of nine directors; TIME: 8:30 a.m. Pacific Time. 2 Advisory approval of our executive compensation; LOCATION: www.virtualshareholdermeeting.com/NMIH2024 3 Ratification of the appointment of BDO USA, P.C. as NMI's independent auditor; and RECORD DATE: March 12, 2024 4 Amendment and restatement of NMI's current amended and restated certificate of incorporation to provide exculpation for certain officers. The foregoing items are more fully described in this proxy statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time, we are not aware of any such additional matters. Only stockholders of record at the close of business on March 12, 2024, and their proxies, are entitled to notice and to vote at the Annual Meeting as well as any and all adjournments, continuations or postponements thereof. Each stockholder of record and their proxies will be entitled to one vote for each share held on the record date. This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy

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