Kurt Johnson
Maverick Merger Sub 2About Kurt Johnson
Kurt Johnson is Executive Vice President & Chief Financial Officer of Mr. Cooper Group (COOP), age 55, serving as CFO since March 2023 after prior roles leading risk, credit, and compliance; he previously held senior leadership positions at OneWest Bank and assisted the FDIC in developing the template for HAMP, and led “Project Titan” to enhance servicing technology . Under the executive team in 2024, COOP delivered net income of $669 million and $10.19 diluted EPS, operating ROTCE of 15.6%, book value per share of $75.70, tangible book value $71.61, servicing UPB up 57% to $1.56T, and stock price up 47% year over year, outpacing peers, with the Compensation Committee specifically citing Johnson’s exceptional strategic performance in the Flagstar transaction as rationale for above-target awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mr. Cooper Group | EVP & Chief Financial Officer | Since Mar 2023 | CFO; expanded responsibilities including Chief Credit Officer; strategic transactions; smooth onboarding of the Company’s President |
| Mr. Cooper Group | EVP & Chief Risk & Compliance Officer | Apr 2021–Mar 2023 | Enterprise risk and compliance leadership |
| Mr. Cooper Group | EVP & Chief Credit & Risk Officer | Feb 2021–Apr 2021 | Credit and risk leadership |
| Nationstar Mortgage LLC (subsidiary) | SVP & Chief Credit Officer | Jul 2019–Feb 2021 | Chief Credit Officer; strengthened credit oversight |
| Nationstar Mortgage LLC | Senior Vice President | Nov 2015–Jul 2019 | Led Project Titan, enhancing servicing technology |
| OneWest Bank | Senior leadership positions | Six years | Mortgage banking leadership |
| FDIC | Assisted development of streamline modification program | N/A | Template for HAMP; industry-impact policy work |
External Roles
No external public company directorships or committee roles for Johnson are disclosed in the proxy’s executive officer biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| EMIP Target Bonus (% of Base) | — | 150% |
| Actual EMIP Bonus Paid ($) | $1,230,000 (paid Q1’24 for 2023 performance) | $1,362,750 (paid Q1’25 for 2024 performance) |
Performance Compensation
2024 Annual Cash Incentive (EMIP) – Johnson Detail
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBT | 100% | $710M | $901.6M | 200% | Cash bonus paid in Q1 2025 |
| Corporate Finance Functional Expense | 20% | ($43.53M) | ($44.94M) | 69.2% | Cash bonus paid in Q1 2025 |
| Strategic Objectives (Flagstar, succession, platform) | 30% overall EMIP weighting; Johnson strategic score 200% | — | Exceeded | 200% (Johnson) | Cash bonus paid in Q1 2025 |
| Weighted Result | Financial 121.7% and Strategic 60.0% → Total EMIP 181.7% of Target | — | — | Final payment $1,362,750 | Paid Q1 2025 |
Long-Term Equity – PSU Program Design (2024–2026 Cycle)
| Metric | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| Annualized Tangible Book Value Growth | 50% | 5.0% | 8.0% | 12.0% | 3-year cliff vest; performance measured over 2024–2026 |
| Relative TSR vs S&P 1500 Financials | 50% | 25th percentile | 51st percentile | 75th percentile | 3-year cliff; negative TSR cap limits Relative TSR payout to 100% if TSR is negative |
Equity Grants Recognizing 2024 Performance (Granted March 2025)
| Grant Type | Johnson Award ($) |
|---|---|
| RSUs | $1,500,000 |
| PSUs | $1,500,000 |
2024 Grants Recognizing 2023 Performance (Granted March 2024)
| Grant Type | Shares/Units | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|
| RSUs | 10,522 | $750,008 (valued at $71.28/share) | Vests ratably over 3 years |
| PSUs (Target) | 10,522 (Threshold 5,261; Max 21,044) | $900,473 (50% valued at $71.28; 50% at $99.88) | 3-year cliff; performance TBV and Relative TSR |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Kurt Johnson | 54,226 | <1% (*) |
Outstanding Equity Awards at 12/31/2024 (Johnson)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 03/01/2022 | 3,286 | $315,489 | — | — |
| 03/01/2023 | 8,620 | $827,606 | — | — |
| 03/01/2024 | 10,522 | $1,010,217 | 21,044 | $2,020,434 |
Note: Market values are based on COOP closing price $96.01 on 12/31/2024 .
RSU Vesting Schedule (Future and Recent)
| Vest Date | Shares Vesting |
|---|---|
| 03/01/2025 | 3,286 (2022 grant); 4,303 (2023); 3,503 (2024) |
| 03/01/2026 | 4,317 (2023); 3,504 (2024) |
| 03/01/2027 | 3,515 (2024) |
Alignment Policies and Guidelines
- Ownership guideline for CFO is 3x annual salary; all executive officers exceeded guidelines at YE2024 .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging of Company stock by officers, directors, and employees .
- No stock options were granted in 2024, and the Company does not currently plan to grant options, reducing risk of repricing concerns .
Employment Terms
- RSUs: Upon death/disability, change in control within specified window, or termination without cause/for good reason, all unvested RSUs immediately vest; value based on market price ($96.01 on 12/31/2024) .
- PSUs: For Johnson and Bray, death/disability triggers pro-rata vest based on actual performance as of that date; change in control triggers immediate vest based on actual performance through change date .
- Clawback: Standalone Incentive Compensation Clawback Policy requires recovery of erroneously awarded incentive compensation based on performance measures subject to a subsequent financial restatement, applicable to current or former Section 16 officers over prior three years .
- Insider trading controls: Quarterly trading windows and pre-clearance required for Section 16 officers, with comprehensive insider trading program .
Investment Implications
- High equity alignment and performance leverage: Johnson’s 2024 pay mix was heavily variable, with EMIP paying 181.7% of target due to strong financial and strategic performance, and above-target LTI grants in 2025 ($1.5M RSUs and $1.5M PSUs), reflecting CFO’s central role in accretive transactions (Flagstar), capital markets execution, and platform scaling .
- Limited pledging/hedging and no options: Anti-hedging/pledging policy plus absence of options reduces misalignment risks and removes option repricing red flag potential; PSU design includes negative TSR cap, improving pay-for-performance integrity under weaker markets .
- Upcoming vesting cadence implies periodic supply: RSUs vest in March each year through 2027, and PSUs cliff vest after the 3-year cycle (subject to TBV and Relative TSR), which could create predictable liquidity events but is standard and retention-oriented; current beneficial ownership is 54,226 shares (<1%) with CFO exceeding ownership guidelines (3x salary) .
- Governance context: 2024 say-on-pay support of ~68% prompted enhanced disclosure and program refinement; while criticism centered on one-time awards for CEO, Johnson’s above-target awards were tied to specific strategic outcomes, indicating committee confidence in CFO execution while maintaining stronger structural alignment (PSU metrics: TBV and Relative TSR) .