Paul Mullings

About Paul E. Mullings

Independent director since 2016 (re-elected annually). Age 74. Over 40 years in mortgage banking with senior executive roles spanning agency MBS, mortgage origination, and secondary markets. Education: Overseas Certificate in Business Studies (College of Arts, Science and Technology, Kingston, Jamaica); Member of The Institute of Accounting Staff in conjunction with the Association of Certified Accountants, London. Independent status per Nasdaq rules; currently serves on the Compensation & Corporate Governance Committee.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Corporate Governance Committee member; not a chair.
• Independence: Board designates Mullings as independent under Nasdaq rules.
• Lead Independent Director: Prue B. Larocca (also Vice Chair); independent directors meet regularly in executive session during quarterly meetings.
• Board/committee activity and attendance disclosure:
  • 2024: Board held 8 meetings; Audit held 5; Compensation held 6. Company states each independent director attended all Board/committee meetings except one independent director who missed one Board meeting; and reports 100% attendance at 95% of Board and committee meetings overall.
  • 2023: Board held 10 meetings; Audit held 5; Compensation held 7. Each independent director attended all meetings except one who missed one special Board meeting.

• 2025 shareholder vote outcome for Mullings’ re-election: For 324,535,782; Against 6,102,852; Abstain 3,783,536; Non-votes 293,874,151.

Fixed Compensation

Notes:

• Independent directors receive cash retainers and time-based RSUs; no options or meeting fees disclosed.

Performance Compensation

• Independent directors do not receive performance-based equity awards (RSUs are time-vested only); company has never made awards other than RSUs to any person under the director program.

Other Directorships & Interlocks

Expertise & Qualifications

• Senior executive experience across mortgage banking and secondary markets (Freddie Mac, J.P. Morgan, MERS); strengthens Board oversight of mortgage credit/market risk, origination/servicing dynamics, and single-family policy.
• Brings operating committee experience (Operating, Management, Credit Risk at Freddie Mac) relevant to risk management governance.

Equity Ownership

• Ownership guidelines: directors encouraged to hold at least 5x the annual cash retainer; fully vested deferred RSUs and unvested time-based RSUs count; unvested performance RSUs (if any) would not count. As of Feb 21, 2025, all directors were in compliance. Anti-hedging and pledging policy prohibits hedging, pledging, margin loans, short sales.

Compensation Committee Analysis

• Committee composition: Morris A. Davis (Chair), John D. Fisk, Prue B. Larocca, Paul E. Mullings.
• Scope: executive/employee and Board compensation oversight; equity plan administration; nominating; governance guidelines; succession and human capital management; ESG governance; annual Board/committee/director performance assessments.
• Consultant: FW Cook engaged; committee has authority to select/retain/terminate consultants; independence assessed (2023 review concluded no conflicts).

Say‑on‑Pay & Shareholder Feedback

Related‑Party Transactions (Conflict Review)

• Policy: Audit Committee approves related-person transactions (> $120,000) and requires recusal for interested directors; Code of Ethics requires avoidance/disclosure of actual or potential conflicts; waivers require Audit Committee approval.
• 2024 disclosure: No related-person transactions entered.

Governance Assessment

• Strengths:
  • Independence and relevant mortgage market expertise; active role on Compensation & Corporate Governance Committee.
  • Clear director pay structure with modest cash retainer and aligned equity via time‑based RSUs; annual grants sized to market; vesting contingent on continued service.
  • Strong ownership alignment: sizable vested/deferred shareholdings and compliance with 5x retainer guideline; anti‑hedging/pledging policy.
  • No related‑party transactions; robust conflict-of-interest controls; positive say‑on‑pay outcomes and high support for director elections.
• Potential watch‑items:
  • Director‑specific attendance rates are not broken out publicly; company-level disclosure indicates near‑full attendance with one unspecified exception. Continued monitoring of committee workload and engagement remains prudent.
  • As a long‑tenured director (since 2016), periodic refreshment considerations should be assessed against Board skills matrix and evolving sector dynamics.

Overall signal: Mullings’ profile supports investor confidence—independence, deep sector expertise, aligned equity ownership, and absence of related‑party transactions—while his compensation structure (cash retainer + time‑based RSUs) is straightforward and shareholder‑friendly.

Director Compensation (Summary)

Equity Ownership (Guideline Count)

Shareholder Vote (2025 Re‑Election)