Michael Weinbach
Maverick Merger Sub 2About Michael Weinbach
Michael Weinbach, age 51, has served as President of Mr. Cooper Group since February 2024 (EVP in January 2024), bringing 25+ years of consumer and mortgage banking leadership from Wells Fargo and JPMorgan Chase . During 2024 under the executive team’s leadership, COOP delivered net income of $669 million, ROTCE of 15.6%, tangible book value per share of $71.61 (+12% YoY), and a 47% stock price gain, while growing servicing UPB 57% to $1.56 trillion and integrating Flagstar’s mortgage operations—key context for pay-for-performance alignment and execution risk assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mr. Cooper Group | President | Feb 2024–Present | Leads Originations, Servicing, and Technology |
| MSW Advisors; McKinsey & Company | Advisor | Oct 2022–Dec 2023 | Strategic advisory experience prior to joining COOP |
| Wells Fargo & Company | CEO, Consumer Lending; Operating Committee member | Apr 2020–Sep 2022 | Oversaw >40,000 team members across Home Lending, Auto, Cards, Merchant, Student, Personal Lending |
| JPMorgan Chase | CEO, Chase Home Lending; leadership roles in Consumer/Business Banking, Mortgage Servicing, Auto Finance | Nov 2003–Apr 2020 | Led sales, finance, operations across consumer finance franchises |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MSW Advisors | Advisor | 2022–2023 | Strategic advisory exposure |
| McKinsey & Company | Advisor | 2022–2023 | Strategy advisory engagement |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $750,000 per year | 2024 base; subject to review |
| Sign-on Bonus | $350,000 lump sum | Repayable if resigns without Good Reason or terminated for Cause within 1 year |
| PTO | Up to 30 days annually | Accrued per pay period |
| Health Benefits | Eligible per plans | Executive and family participation |
Performance Compensation
Annual Cash Incentive (EMIP) – 2024 Outcomes
| Item | Value |
|---|---|
| Target Opportunity | $1,500,000 (200% of salary) |
| Max Opportunity | $3,000,000 |
| Weighted Financial Performance Score | 140% (70% weight → 45.5% contribution) |
| Weighted Strategic Score | 45% (30% weight) |
| Total EMIP Payout | 185% of target = $2,775,000 |
Financial scorecard details and company performance:
| Metric | Threshold | Target | Maximum | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBT | $568M | $710M | $887M | $901.6M | 200% | Applies 100% to Weinbach’s financial weighting |
| Xome Adjusted EBT | $11M | $17M | $25.5M | ($11.5M) | 0% | Not weighted for Weinbach |
| Corp. Finance Functional Expense | ($45.82M) | ($43.53M) | ($41.24M) | ($44.94M) | 69.2% | Not weighted for Weinbach |
| Legal Functional Expense | ($30.82M) | ($29.28M) | ($27.74M) | ($29.39M) | 96.4% | Not weighted for Weinbach |
Strategic objectives (Employee Engagement, Customer, Long-Term Strategy, Compliance, Governance) were assessed as “Exceeded,” with a strategic score of 150% (weighted 30% → 45%) .
Long-Term Incentives (Design and Weinbach Grants)
| Plan Element | Design / Grant | Vesting / Performance |
|---|---|---|
| 2024 LTI Program Design (PSUs/RSUs) | PSUs 50%: 3-year performance period; metrics: Tangible Book Value growth (50%) and Relative TSR vs S&P Composite 1500 Financials (50%); 0–200% payout; negative TSR cap at 100% for TSR component. RSUs 50%: time-based | PSUs: 3-year cliff; RSUs: 3-year ratable |
| 2024 Grant (recognition of 2023 performance) | RSUs $2,000,046; 28,059 units (grant 3/1/2024) | RSUs vest 9,343 on 3/1/2025; 9,344 on 3/1/2026; 9,372 on 3/1/2027 |
| 2025 LTI (recognition of 2024 performance) | RSUs $2,125,000; PSUs $2,125,000 | PSUs per 2024–2026 design; RSUs typical 3-year ratable |
PSU performance grid (2024–2026 awards):
| Metric | Threshold | Target | Maximum | Payout Range |
|---|---|---|---|---|
| Annualized Tangible Book Value Growth | 5.0% | 8.0% | 12.0% | 0–200% |
| Relative TSR vs S&P 1500 Financials | 25th pct | 51st pct | 75th pct | 0–200% (capped at 100% if absolute TSR < 0) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,573 shares (as of Mar 24, 2025) |
| Shares Outstanding | 63,983,373 (as of Mar 24, 2025) |
| Ownership as % of Outstanding | ~0.03% (21,573 / 63,983,373) |
| Unvested Awards (12/31/24) | 28,059 RSUs outstanding; no PSUs shown for Weinbach at FY-end 2024 |
| Known Vesting Dates/Shares | RSUs: 9,343 on 3/1/2025; 9,344 on 3/1/2026; 9,372 on 3/1/2027 |
| Stock Ownership Guidelines | President: 3x salary; all executive officers exceeded guidelines at 12/31/2024 |
| Hedging/Pledging | Prohibited for officers (no hedging, no margining/pledging) |
| Option Awards | Company currently does not plan to grant options/SARs; none disclosed for Weinbach |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Effective Feb 1, 2024; initial term through Dec 31 of third year post-effective date; auto-renews annually unless 90-day notice |
| Role/Reporting | President; reports to CEO/Chairman and/or Board |
| Severance (Without Cause/Good Reason) | Accrued obligations; 24 months base salary (installments); prior-year EMIP if unpaid; greater of (a) current-year EMIP target or (b) prior-year actual EMIP; lump-sum COBRA for 18 months; release required |
| Change in Control | Not automatic termination; if terminated in connection with CoC, severance mirrors Without Cause/Good Reason (double-trigger construct) |
| Non-Compete/Non-Solicit/Non-Hire | 24 months post-termination; broad customer/employee restrictions |
| Clawback | Incentive compensation subject to company clawback policy |
| Arbitration | Binding arbitration for employment-related disputes |
| Outside Activities/Boards | Permitted if non-competitive and disclosed; must devote substantially all business time to COOP |
Performance & Track Record
| Company Metric (FY2024) | Result |
|---|---|
| Net Income | $669 million |
| ROTCE | 15.6% |
| Book Value / TBV per Share | $75.70 BV; $71.61 TBV; +12% YoY TBV/share |
| Servicing UPB | $1.56 trillion; +57% YoY; ~6.7 million customers |
| Stock Performance (2024) | +47% COOP stock price; significantly outperformed peers |
| Strategic Execution | Acquired Flagstar’s mortgage operations (including $334B UPB MSRs/subservicing), reinforcing #1 subservicer position |
Compensation Structure Analysis
- Pay mix and alignment: For 2024, Weinbach’s target TDC was $6.5 million (salary $0.75m; EMIP $1.5m; LTI $4.25m), with a majority variable and equity-based, aligning to TBV and Relative TSR over three years .
- 2024 outcomes above target: EMIP paid at 185% of target ($2.775m), reflecting Adjusted EBT outperformance and “Exceeded” strategic objectives .
- PSU rigor: Three-year TBV and Relative TSR versus S&P 1500 Financials with a negative TSR cap enhances symmetry with shareholder outcomes .
- Governance and shareholder feedback: 2024 say-on-pay support was 68%, prompting enhanced disclosure and continued commitment to a performance-oriented program; investors generally supported design while discouraging one-time awards (primarily CEO-related) .
Vesting Schedules and Insider Selling Pressure
| Upcoming Known Vests | Shares | Date |
|---|---|---|
| RSU Tranche 1 | 9,343 | 3/1/2025 |
| RSU Tranche 2 | 9,344 | 3/1/2026 |
| RSU Tranche 3 | 9,372 | 3/1/2027 |
- These scheduled RSU deliveries could create periodic supply; PSU outcomes (granted in 2025 for 2024 performance) will be contingent on 3-year TBV/Relative TSR and may add to 2027–2028 equity deliveries depending on performance .
Equity Ownership & Alignment Details
| Alignment Mechanism | Status/Policy |
|---|---|
| Ownership Guideline (3x salary) | All executive officers exceeded guidelines at 12/31/2024 (includes President role) |
| Anti-Hedge/Pledge | Strict prohibition; reduces misalignment risk |
| Clawback | SEC-compliant policy for restatement-related recovery |
| Option Repricing/Use | No options granted/planned; mitigates repricing risk |
Employment Terms – Change-of-Control Economics
| Feature | Structure |
|---|---|
| Trigger Type | Requires termination in connection with CoC (double-trigger) |
| Cash Severance | 24 months base salary; bonus per greater-of rule; prior-year EMIP if unpaid; COBRA lump sum 18 months |
| Equity Treatment | Company-wide RSUs accelerate on death/disability/CoC-with-qualifying termination; PSUs vest based on performance at CoC or pro rata on death/disability per award terms (company policy) |
Investment Implications
- Alignment and incentives: High variable/equity mix, 3-year PSUs tied to TBV and Relative TSR, stock ownership guidelines, anti-hedge/pledge and clawback policies anchor pay to shareholder value creation and risk control .
- Retention and non-compete: Robust severance (24 months salary plus bonus provisions) and 24-month non-compete/non-solicit reduce near-term retention risk but create some guaranteed economics (greater-of bonus construct) if severed without cause .
- Execution exposure: Integration of Flagstar and sustaining industry-leading servicing scale remain key drivers for PSU vesting and EMIP performance; 2024 results indicate strong momentum (Adjusted EBT beat, servicing growth, TSR +47%), but future payouts hinge on continuing TBV growth and relative TSR performance amid rate/credit cycles .
- Trading signals: Known RSU vests (2025–2027) total 28,059 shares, creating identifiable windows of potential selling pressure; PSU outcomes add medium-term optionality depending on multi-year performance .