RADIAN GROUP INC (RDN)
Sector: Financials
2026 Annual Meeting Analysis
RADIAN GROUP INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
No overboarding, attendance, independence, or TSR trigger concerns; Culang has served since 1999 and RDN's 3-year total return of +70.6% outperforms the peer median of +65.7% by +4.9pp, well below the 65pp threshold required to trigger a vote against for strong-positive TSR companies.
Joined February 2023 — tenure is approximately 38 months, which is over 24 months but covers less than half of the 3-year performance period; no TSR trigger fires given RDN outperforms the peer median, and no other flags apply.
No overboarding, attendance, or independence concerns; RDN's 3-year TSR of +70.6% beats the peer median by +4.9pp, far short of the 65pp threshold needed to trigger a vote against, so no TSR concern applies.
Qualified audit committee financial expert with extensive CFO background; one additional public company board seat (TPG Mortgage Investment Trust) is within the company's two-board limit and our policy's four-board threshold; no TSR trigger fires.
Joined August 2023 — tenure is approximately 33 months, just over the 24-month exemption window; no TSR trigger fires given RDN's outperformance of the peer median, and no other policy flags apply.
Joined February 2026 — tenure is under 24 months, making her fully exempt from the TSR trigger under policy; no other flags apply, and she brings relevant global specialty insurance expertise.
Rejoined June 2021 after a board absence; no overboarding, attendance, or independence concerns; RDN's 3-year TSR outperforms the peer median by +4.9pp, well below the 65pp threshold required to trigger a vote against.
Qualified audit committee financial expert; one additional public company board seat (Ellington Financial) is within policy limits; no TSR trigger fires and no other concerns identified.
Joined February 2025 — tenure is approximately 15 months, well within the 24-month new-director exemption from the TSR trigger; no other policy flags apply.
Long-serving director with strong governance and audit expertise (former Deloitte partner); one additional public company board seat (American Eagle Outfitters) is within policy limits; no TSR trigger fires given RDN's peer outperformance.
CEO-director subject to the same TSR trigger as all other directors; RDN's 3-year TSR of +70.6% outperforms the peer median of +65.7% by +4.9pp, far below the 65pp threshold, so no TSR-based vote against is warranted.
All eleven nominees receive a FOR vote. RDN's 3-year total shareholder return of +70.6% outperforms the compensation peer group median of +65.7% by +4.9pp, well short of the 65pp underperformance threshold required to trigger votes against directors for a company with strong-positive absolute TSR. No overboarding, attendance below 75%, independence, or familial relationship issues were identified. The board discloses a skills matrix, includes two audit committee financial experts, and has demonstrated active refreshment.
Say on Pay
✓ FORCEO
Richard G. Thornberry
Total Comp
$11,318,967
Prior Support
N/A
CEO total compensation of approximately $11.3 million is within a reasonable range for a CEO of a $4.6 billion financial services company, and no individual or aggregate benchmark breach was identified. The pay structure is heavily variable — the proxy confirms compensation is heavily weighted toward non-fixed pay, with approximately 60% of long-term awards in performance-based equity tied to book value per share growth and TSR relative to mortgage insurance peers, meeting the 50-60% variable pay standard. Pay-for-performance alignment is supported by RDN's 3-year price return of +70.6%, which outperforms the compensation peer group median of +65.7%, and the company's performance-based awards include meaningful, measurable conditions with a one-year post-vesting hold and a robust clawback policy that goes beyond legal requirements.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,285,650
Non-Audit Fees
$2,091,429
Non-audit fees (audit-related fees of $1,591,000 + tax fees of $498,309 + all other fees of $2,120 = $2,091,429) represent approximately 64% of the core audit fee of $3,285,650, which exceeds the 50% threshold under policy. Although a significant portion of the 2025 audit-related fees relates to a one-time acquisition (Inigo), the total non-audit ratio still crosses the policy trigger. PwC is a Big 4 firm appropriate for RDN's size and complexity, and no material restatements were identified, but the elevated non-audit fee ratio raises independence concerns and triggers a vote against ratification.
Overall Assessment
The 2026 Radian Group annual meeting features four proposals. The full eleven-director slate receives FOR votes as RDN's strong 3-year total return of +70.6% outperforms the peer group median, clearing all TSR thresholds; no other director-level governance concerns were identified. The Say on Pay vote receives a FOR given reasonable CEO pay, a heavily variable compensation structure with meaningful performance conditions, and pay-for-performance alignment with strong shareholder returns. Auditor ratification of PricewaterhouseCoopers receives an AGAINST vote because non-audit fees — elevated in part by one-time acquisition due diligence — exceed 50% of audit fees, triggering the policy's independence concern threshold. The equity plan proposal falls outside current policy coverage and is noted for shareholder reference in other proposals.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing