Jay Bray

Chief Executive Officer at Maverick Merger Sub 2

Board

Since July 31, 2018

Age

57 years

Tenure

Started tenure at COOP as Chief Executive Officer on July 31, 2018 and later served as President, reflecting a progression in leadership roles.

Also at Maverick Merger Sub 2

CMP

Carlos M. Pelayo

Executive Vice President & Chief Legal Officer

KGJ

Kurt G. Johnson

Executive Vice President & Chief Financial Officer

Michael Rawls

Chief Executive Officer of Xome Holdings LLC

About

Jay Bray is currently 57 years old and serves as the Chief Executive Officer at Mr. Cooper Group Inc. (COOP). He assumed his role on 07-31-2018, marking the start of his leadership at the company.

With extensive experience in the mortgage and financial services industry, he has held several key positions at the company, including a term as President, and has been actively involved in strategic initiatives and investor communications.

His background reflects a strong commitment to regulatory compliance and operational excellence, having signed numerous certifications under the Sarbanes-Oxley Act and participated in significant corporate transactions. This breadth of professional experience underpins his steady leadership at COOP.

$COOP Performance Under Jay Bray

Past Roles

Organization	Role	Date Range	Details
Nationstar Mortgage Holding Inc.	President	June 2015 – June 2021	Former COOP executive role.
Nationstar Mortgage LLC	President	July 2011 – June 2021	Former COOP subsidiary role.
Nationstar Mortgage LLC	Chief Executive Officer	October 2011 – July 2018	Held prior to current COOP leadership.
Nationstar Mortgage LLC	Manager	October 2011 – July 2018	Concurrent prior leadership position.
Xome Holdings LLC	Executive Chairman	September 2015 – July 2018	Held as part of COOP group structure.
Nationstar Mortgage Holding Inc.	Director	2012 – July 2018	Past directorship before current role.
Nationstar Mortgage Holding Inc.	Executive Vice President & Chief Financial Officer	May 2011 – February 2012	Position ended prior to later promotions.
Nationstar Mortgage LLC	Chief Financial Officer	May 2000 – September 2012	Held during early COOP days.
Bank of America and Predecessor Entities	Various Leadership Roles	1994 – 2000	Included asset-backed securitization, secondary marketing, and investor relations.
Arthur Andersen	Audit Manager	1992 – 1994	Worked in Atlanta, GA.

External Roles

Organization	Role	Date Range	Details
Dallas Area Habitat for Humanity	Board Member	March 2022 – Present	N/A
Sagent M&C, LLC	Board Member	March 2022 – Present	N/A
Mortgage Bankers Association	Board Member	October 2023 – Present	N/A
Swell Financial, Inc.	Board Member	February 2022 – Present	N/A

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,000,000	Annual	Fixed annual base salary.
All Other Compensation	$16,265	Annual	Includes 401(k) contribution of $13,800.
RSUs Granted	$3,625,000	Vest in one‐third installments on each of the first three anniversaries	Time-based award.
Termination Without Cause Payment	$23,389,540	Payable upon termination without cause	Breakdown: Salary $2,000,000, Annual Bonus $9,250,000, Accelerated RSU vesting $12,090,731, Medical Coverage $48,809.
Change in Control Payment	$86,200,338	Payable upon change in control event	Breakdown: Salary $2,000,000, Annual Bonus $9,250,000, Accelerated RSU vesting $22,281,137, Accelerated PSU vesting $52,620,393, Medical Coverage $48,809.
One-Time Value-Driver Equity Award - RSU Portion	$6,000,000	50% vest on December 31, 2026 and 50% vest on December 31, 2028	Represents 40% of a $15,000,000 award.

Performance Compensation

Data from FY 2024

Annual Bonus Plan

Metric	Value	Additional Details
Final Payment	$4,625,000	Achieved with a Total EMIP Score of 185%.
Financial Performance Score	140%	70% weighting on financial measures.
Strategic Score	45%	30% weighting on strategic objectives.
Threshold/Target/Maximum	50% / 100% / 200% of target payout	Based on defined performance measures.
Payment Schedule	First quarter following performance year	Annual cash-based incentive.

Additional Note: The bonus is calculated relative to the $1,000,000 base salary with an EMIP target percentage of 250% (target of $2,500,000).

Performance Share Units (PSUs)

Metric	Threshold	Target	Maximum
Annualized TBV Growth	5.0%	8.0%	12.0%
Relative TSR Percentile	25th Percentile	51st Percentile	75th Percentile

Metric	Value	Additional Details
Target Number of PSUs	50,856	Vesting occurs at the end of the three-year performance period (Jan 1, 2024 – Dec 31, 2026) with certification by the Compensation Committee, or on March 1, 2027.

One-Time Value-Driver Equity Award - PSU Portion

Metric	Threshold	Target	Maximum
Tangible Book Value Growth	10.0%	14.0%	18.0%
Relative TSR Percentile	30th Percentile	55th Percentile	80th Percentile

Metric	Value	Additional Details
Payout Percentages	0% at threshold, 100% at target, 200% at maximum	Based on performance achievement.
Vesting Schedule	50% over 3 years, 50% over 5 years	Vesting is split by duration.
Grant Date	October 24, 2023	As per the Employment & Retention Agreement.
Grant Date Fair Value (PSU portion)	Allocated $9,000,000 of a $15,000,000 award	Total one-time award details.

This performance compensation section covers the cash-based annual bonus, equity-based performance awards (PSUs), and the one-time equity award component based on detailed performance metrics, target thresholds, and vesting conditions for 2024.