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 2023 Annual Meeting of Stockholders. The meeting will be held on Thursday, May 11, 2023, 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 10, 2023, if you plan to attend the meeting in person. 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 in person, 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 2022 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 2022 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

March 30, 2023

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

		By order of the Board of Directors,
		Elisabeth Gormley
		Vice President, Associate General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 11, 2023: 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

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 March 30, 2023. This proxy statement contains information on the matters to be presented at our 2023 Annual Meeting of Stockholders to be held on May 11, 2023, to assist you in voting your shares. You should read the entire proxy statement carefully before voting. For additional information about the 2023 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.

2023 ANNUAL MEETING INFORMATION

MATTERS TO BE VOTED ON AT OUR 2023 ANNUAL MEETING

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PERFORMANCE HIGHLIGHTS

During 2022, we saw one of the biggest mortgage rate increases on record, creating a challenging environment for the industry, but we were able to leverage our balanced business model to produce exceptional operational and financial results. We achieved a book value per share of $58.57 and a tangible book value (“TBV”)⁽¹⁾ per share of $56.72, an increase of 29% from last year. In our Servicing segment, we grew the servicing portfolio by 23% to $870 billion in unpaid principal balance, consisting of mortgages for 4.1 million customers, and we saw servicing pretax income ramp to $1,086 million as a result of a higher portfolio balance, lower costs and prepayments. Our Originations segment funded $28 billion in volume and produced pretax income of $249 million in a rising interest rate environment. We continued to focus on strategic investments that drive shareholder value. During 2022, we sold our native cloud-based servicing application suite to Sagent for a total pretax gain of $223 million. The transaction will drive efficiencies both in terms of operating costs and the ongoing costs of maintaining and upgrading the platform, as well as allow us to shift development resources to focus on customer facing applications that are critical to driving customer delight. Additionally, we acquired RightPath Servicing, a specialty servicer that focuses on severely delinquent loans with an impressive 25-year track record. This acquisition uniquely positions us as the only major servicer with capabilities in MSR ownership, subservicing and special servicing.

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COMPENSATION HIGHLIGHTS

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 increased the equity-based portion of compensation for our CEO & Chairman and President. We believe this better aligns the interests of management with those of shareholders and provides the proper incentives for management to focus on long-term shareholder value. We will continue to evaluate modifications to our compensation program with this alignment as a primary goal.

The Compensation Committee designs our executive compensation program to align management incentives with long-term stockholder interests and reflects this philosophy by awarding a substantial majority of annual compensation in the form of variable performance-based incentives. In making its final compensation decisions for 2022, the Compensation Committee took into account (a) our financial performance, (b) growth in tangible book value, (c) growth in the Servicing portfolio, (d) total shareholder return (“TSR”), which surpassed that of our peer group, (e) successful strategic transactions, including partnering with Sagent to create the mortgage industry’s first cloud-native servicing platform and our acquisition of RightPath Servicing, (f) the development and execution of a five-year strategic plan and (g) changes in certain executive responsibilities. Company highlights included:

2022 Say-On-Pay Vote and Stockholder Feedback

At our 2022 Annual Meeting of Stockholders, approximately 64% of the votes cast on the say-on-pay proposal were voted in favor of our 2021 executive compensation program.

Outreach to Shareholders

Over the last few years, we have embarked on a robust shareholder outreach program. That feedback has served as a key input to compensation design and structural upgrades implemented since 2018. In 2022, we continued to proactively meet with our shareholders 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 10 of our largest

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investors, representing approximately 50% of our outstanding shares. Our Compensation Committee chairman and our investor relations and corporate governance personnel met with our two largest shareholders representing approximately 26% of our outstanding shares.

What We Heard and How We are Responding

Throughout our discussions, we heard broad support for our ongoing compensation programs, and investors provided helpful guidance to help shape our compensation program. Specifically, many investors expressed 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 and adding additional financial metrics. Investors also 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 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.

Based on conversations with our investors during our shareholder outreach, we believe that many of those who voted “no” in the say-on-pay vote did so primarily due to a one-time compensation action taken in 2021 in connection with severance paid to a former executive officer. Although this isolated action was not part of our regular executive compensation program, we have altered our approval and review processes to ensure we are more rigorous in considering the concerns expressed by investors when structuring severance payments in similar circumstances in the future. In addition, we received feedback from our shareholders that we can improve our disclosure of our processes and procedures to provide more transparency regarding how compensation decisions are made. We have endeavored to provide additional clarity in this CD&A and will continue to improve our disclosures in response to this investor feedback.

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. 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 shareholder 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 TSR. 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:

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Below are some highlights of our compensation program:

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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 2023 Annual Meeting.

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.

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.

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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:

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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

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Financial Services Industry

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Accounting and Financial Literacy

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Risk Management

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Capital Markets/Mergers & Acquisitions

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Public Company Board and Corporate Governance

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Government Relations, Regulatory or Legal

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Human Capital Management, Talent, Diversity and Inclusion

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Environmental, Social and Governance Matters

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Technology and Innovation

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Branding and Marketing

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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.

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Jay Bray     Director Since: 2018 (Chair)   Age: 56   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 more than $870 billion today, making us the largest nonbank 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 & 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
		Other Public Company Directorships
		•  Current o   Elevate Credit, Inc.
		•  Past Five Years 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

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Busy Burr     Independent Director Since: 2019   Age: 61   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
		•  Interim Chief Executive Officer of Rite Aid Corporation since January 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

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Roy Guthrie     Independent Director Since: 2018   Age: 69   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
		•  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, since September 2018 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: 51   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
		•  Chief Design Officer at PayPal, a leading financial technology company and online payments system, since November 2020 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: 69   Committee:   •     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: 44   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 Trustees for Whittier College, a four-year liberal arts college in Southern California
		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: 45   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: 62   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. o   F45 Training Holdings Inc.
		•  Past Five Years o   Alimco Financial Corporation 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.

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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 15 times in 2022.

Governing Documents

The following primary documents make up our corporate governance framework:

These documents are accessible on our website at www.mrcoopergroup.com by clicking on “Corporate 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’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

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management oversight, the full Board conducts several reviews throughout the year to ensure that our strategy and risk management is appropriate and prudent, including:

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

Further, the Audit & Risk Committee has engaged certain third-party consultants to review and assess our compliance and risk management structure, programs and practices, including our enterprise-wide compliance risk management system.

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

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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:

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 four 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. In 2021, the NCG Committee engaged a third-party search firm to assist with identifying candidates for a vacant board position, who subsequently identified and recommended Ms. Jorge to the NCG Committee. Upon recommendation of the NCG Committee, the Board appointed Ms. Jorge to our Board in February 2022. 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:

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 to serve as independent lead director.

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

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 15 meetings during 2022. 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 2022, 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.

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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 2022, 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 $150,000. During 2022, the Company retained Korn Ferry to provide (a) executive search services and (b) executive compensation consulting support for Company’s management, totaling $416,000 in fees. The Compensation Committee is aware that the Company uses Korn Ferry for these services, but it does not specifically approve the services. Total fees paid in 2022 to Korn Ferry by the Company for all services were approximately $566,000, which was less than 0.01% of the total revenues of Korn Ferry during that period. 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 2022, 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 2022, 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.

2022 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, investors in our equity and senior notes, and other market participants, and we consider their feedback on our executive compensation program as well as the Company’s strategy, financial results and disclosures, and industry and market trends. Stockholder dialogue is 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 2022, we had over 346 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 on our executive compensation program, 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 reviews and recommends to our Board the form and level of director compensation and seeks outside advice from its compensation advisor on market practices when changes are contemplated. The independent director fees are payable in semi-annual installments in arrears, based on the following framework:

Our Directors had the following responsibilities in 2022:

All of our independent directors will receive a grant of $110,000 of restricted stock units on the date of our 2023 annual stockholders meeting, which vest the earlier of (a) one year or (b) the date of our 2024 annual stockholders meeting.

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.

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The following table sets forth certain information regarding the compensation paid in 2022 to our independent directors.

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”)

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). In 2020, as a response to the COVID-19 pandemic, 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 305,700 square feet. 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 2022. In 2022, our team members officially transitioned to a home-centric model of work that continues to encourage 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 2022, we continued our tradition of organizing a paperless campaign for customers and partnered with Arbor Day Foundation to plant a tree for every customer who went paperless, ultimately resulting in more than 100,000 trees planted. Our efforts to encourage digital communication have resulted in year-over-year increases in both customers who have a registered digital account with us (86%, up from 83% at the end of 2021) and customers who have signed up for paperless communications (55%, up from 49% at the end of 2021).

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 more than 6,000 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 fourth Great Place to Work® certification and inclusion on the 2022 Great Place to Work® and Fortune Best in Financial Services and Best Workplaces in Texas lists, shows how these intentional efforts are making a difference, with 88% of survey participants having said that Mr. Cooper 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:

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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 12 Employee Resource Teams, as of December 31, 2022. 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 2022, the Office of Diversity, Equity, and Inclusion facilitated more than 60 hours of programming for team members, comprised of speaking engagements, career development workshops and community service. Our efforts also extended to the community through housing education and outreach, resulting in over $100 million in governmental funding secured to support homeowners in need. In addition, all people leaders and individual contributors in an equivalent leadership role have DEI performance actions included in their performance goals.

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

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In Our Communities

Alongside government and non-profit housing organizations, in 2022, we regularly partnered with local communities to virtually 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 largest non-bank 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. The Mr. Cooper team is proud to participate in the U.S. Department of the Treasury Homeowner Assistance Fund 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 2022, we helped approximately 8,000 customers get access to more than $100 million in funds.

We are also a premier sponsor of our local United Way and Habitat for Humanity events, earning the United Way Volunteer of the Year award in Dallas-Fort Worth in 2019. We also encourage team members to volunteer with the non-profit organization of their choice by giving all team members paid time off each year for volunteer activities. In 2022, our team came together to participate in about
50 volunteer events totaling more than 2,300 volunteer hours.

Information Security

Identifying and Addressing Information Security Risks

Information Security risk assessments are performed across our business processes, including, but not limited to, third-party services, vendors and systems that handle or process sensitive data. We undergo annual penetration assessments to evaluate susceptibility to attack through social engineering, application websites and physical or system/network vulnerabilities. These assessments also include evaluating third parties that work with us to understand the risks and impact of threats to our supply chains as well as privacy risks associated with external data management.

We review and discuss 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. Our Board receives quarterly briefings on Information Security matters as part of our quarterly Audit and Risk Committee meetings. Risks that are identified during these processes are reviewed by executive leadership and corrective action plans are established to address and manage the issues.

We are audited by an AICPA accredited institution annually, resulting in SOX, SOC1 and SOC2 published reports. Our approach to managing this risk includes maintaining Information Security risk insurance, a data loss prevention program, 24x7x365 Managed Security monitoring, threat and vulnerability monitoring, centralized compliance management and an award-winning identity management platform.

Training our Workforce on Cyber Safety

We believe in a proactive approach to enterprise risk management. A major tenant of our cybersecurity program includes periodic training to educate and inform team members on cyber hygiene and threat management. We have invested in technology and dedicated internal resources to facilitate training for application developers, conduct executive crisis tabletop exercises, run anti-phishing campaigns and train on privacy regulations. Our goal is to protect our customers’ financial and personal information and to ensure business continuity. These training activities 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:

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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 2022, as set forth below.

This CD&A provides discussion and analysis of our executive compensation framework, including (a) elements of pay, (b) 2022 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 increased the equity-based portion of compensation for our CEO & Chairman and President. We believe this better aligns the interests of management with those of shareholders and provides the proper incentives for management to focus on long-term shareholder value. We will continue to evaluate modifications to our compensation program with this alignment as a primary goal.

The Compensation Committee designs our executive compensation program to align management incentives with long-term stockholder interests and reflects this philosophy by awarding a substantial majority of annual compensation in the form of variable performance-based incentives. In making its final compensation decisions for 2022, the Compensation Committee took into account (a) our financial performance, (b) growth in tangible book value, (c) growth in the Servicing portfolio, (d) total shareholder return (“TSR”), which surpassed that of our peer group, (e) successful strategic transactions, including partnering with Sagent to create the mortgage industry’s first cloud-native servicing platform and our acquisition of RightPath Servicing, (f) the development and execution of a five-year strategic plan and (g) changes in certain executive responsibilities. Company highlights included:

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2022 Say-On-Pay Vote and Stockholder Feedback

At our 2022 Annual Meeting of Stockholders, approximately 64% of the votes cast on the say-on-pay proposal were voted in favor of our 2021 executive compensation program.

Outreach to Shareholders

Over the last few years, we have embarked on a robust shareholder outreach program. That feedback has served as a key input to compensation design and structural upgrades implemented since 2018. In 2022, we continued to proactively meet with our shareholders 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 10 of our largest investors, representing approximately 50% of our outstanding shares. Our Compensation Committee chairman and our investor relations and corporate governance personnel met with our two largest shareholders representing approximately 26% of our outstanding shares.

What We Heard and How We are Responding

Throughout our discussions, we heard broad support for our ongoing compensation programs, and investors provided helpful guidance to help shape our compensation program. Specifically, many investors expressed 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 and adding additional financial metrics. Investors also 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 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.

Based on conversations with our investors during our shareholder outreach, we believe that many of those who voted “no” in the say-on-pay vote did so primarily due to a one-time compensation action taken in 2021 in connection with severance paid to a former executive officer. Although this isolated action was not part of our regular executive compensation program, we have altered our approval and review processes to ensure we are more rigorous in considering the concerns expressed by investors when structuring severance payments in similar circumstances in the future. In addition, we received feedback from our shareholders that we can improve our disclosure of our processes and procedures to provide more transparency regarding how compensation decisions are made. We have endeavored to provide additional clarity in this CD&A and will continue to improve our disclosures in response to this investor feedback.

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. 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 shareholder returns.

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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 TSR. 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:

Below are some highlights of our compensation program:

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Overview of the 2022 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 86% 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 four principal pay elements of our compensation program and the rationale for their use.

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2022 Target Total Compensation

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 NEO’s responsibilities, individual performance, tenure and experience at their respective role, and internal pay equity when identifying target compensation figures. As such, the Compensation Committee made no change to annual cash compensation for our Chief Executive Officer, Vice Chairman and President, and EVP, CEO Xome; however, the Compensation Committee increased target long-term incentive amounts for our Chief Executive Officer and Vice Chairman and President to better align with market median compensation pay levels of our direct competitors and peer group and to increase alignment to shareholders by driving long-term performance and retention.

The table below outlines the target total compensation for each of our NEOs based on our four principal pay elements:

The graphs below outline our NEO’s 2022 target pay mix:

CEO Target Mix of Pay		Average NEO Target Mix of Pay

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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 2022, the Compensation Committee considered the base salaries of our peer group, as well as the continued forecast for reduced mortgage industry profitability, 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 better align his salary with his role at the Company and make him competitively positioned based on benchmark data for similarly situated executives.

Base Salary

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 2022, 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 linear interpolation used to determine the percentage earned for performance that falls between target and maximum):

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 2022, we increased the financial performance weighting of the scorecard to 75% and the remaining 25% is 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

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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.

Financial Objectives

Financial metrics, weightings and results, which represented 75% of the 2022 scorecard, are presented in the tables below.

During 2022, the Compensation Committee set a target for Adjusted EBT of $466 million, which was in-line with the Company’s budget heading into the year. The target for 2022 reflected a reduction relative to 2021’s actual Adjusted EBT of $1,006 million due to the sensitivity of mortgage industry profitability to interest rates and the Compensation Committee’s judgment that the industry and the Company would generate significantly lower levels of profitability, especially in the Originations segment in 2022. This judgment was based in part on the Mortgage Bankers Association forecast for total industry origination volumes in 2022 of $2.6 trillion, down 41% from the actual level of $4.4 trillion achieved in 2021.

Additionally, for 2022, the Compensation Committee added a new financial metric to the scorecards, TBV per share. 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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