Aurora Swithenbank
NMI HoldingsAbout Aurora Swithenbank
Aurora Swithenbank is Executive Vice President and Chief Financial Officer of NMI Holdings, Inc., appointed effective May 1, 2024. She is 49, holds a Bachelor’s degree from Harvard University, previously served as CFO of Vantage Group Holdings Ltd., and spent over two decades at Goldman Sachs as a Partner and Head of Insurance in the Americas Financing Group . During 2024, NMI delivered record total revenues of $651.0 million, net income of $360.1 million, diluted EPS of $4.43, and 17.4% ROE, with shares up 23.9% in 2024, which drove maximum bonus plan achievement for NEOs (180% of target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vantage Group Holdings Ltd. | Chief Financial Officer | Oct 2020–2024 | Organized finance function as first CFO |
| Goldman Sachs | Partner, Head of Insurance – Americas Financing Group; other senior roles | Not disclosed; tenure >20 years (ended prior to Oct 2020) | Led insurance financing coverage; senior leadership in financing |
External Roles
- Not disclosed in NMI’s filings reviewed.
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual base salary rate ($) | $505,000 | Rate established for CFO role |
| Actual salary paid 2024 ($) | $336,667 | Partial-year given May 1 start |
| Target annual bonus (% of salary) | 100% | Same for non-CEO NEOs |
| Actual bonus paid 2024 ($) | $909,000 | Payout at 180% of target for 2024 plan |
| Executive cash allowance ($) | ~$20,000 | Standardized allowance; CFO eligible at $30,000 per year per offer letter (partial-year paid) |
| Relocation bonus ($) | $25,000 | One-time; subject to repayment conditions |
| Housing allowance ($) | $30,000 | $5,000/month for 6 months per offer letter |
Performance Compensation
2024 Annual Incentive (Corporate Scorecard)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted ROE (%) | 30% | 8.0 | 12.0 | 16.0 | 18.4 | 180% |
| Adjusted Net Operating Income ($mm) | 30% | 205.5 | 308.9 | 416.8 | 478.1 | 180% |
| New Insurance Written ($bn) | 25% | 35.0 | 40.5 | 45.0 | 46.0 | 180% |
| Adjusted Expense Ratio (%) | 15% | 24.50 | 22.50 | 20.50 | 20.22 | 180% |
- Bonus payout approved at 180% of target for eligible NEOs ; Swithenbank’s actual bonus was $909,000 for 2024 .
2024 Equity Awards (Long-Term Incentives)
| Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSUs | 5/8/2024 | 59,238 | 1,979,734 | 40% on 5/1/2025; 40% on 5/1/2026; 20% on 5/1/2027 |
| PRSUs (threshold/target/max) | 5/8/2024 | 7,178 / 14,355 / 28,710 | 479,744 (at target) | Earned based on 3-year BVPS CAGR thresholds: 7.5% (50%), 10.0% (100%), 17.5% (200%); performance period 1/1/2024–12/31/2026 |
- 2024 PRSUs vest based on compound BVPS growth; earned shares, if any, vest post-performance period per certification by the Compensation Committee .
- Company-wide 2022 PRSUs paid out at 200% based on 21.9% BVPS CAGR; Swithenbank did not participate (joined 2024) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares; % of outstanding) | 75,065; <1% |
| Direct shares owned | 51,370 |
| RSUs vesting within 60 days of 3/11/2025 | 20,375 |
| Options (exercisable/unexercisable) | None disclosed for Swithenbank |
| Stock ownership guideline (CFO multiple of salary) | 3.0x base salary; must retain 50% of net shares until compliant |
| Compliance status | All NEOs met ownership requirement as of 12/31/2024 |
| Hedging/pledging policy | Absolute prohibition on hedging and pledging company stock |
- Shares outstanding on record date: 78,238,719 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Start date; employment status | Effective May 1, 2024; at-will |
| Severance Plan (non-CIC) | 3 months’ base salary and health coverage contributions per full year of service; max 12 months; as of 12/31/2024 Swithenbank eligible for 3 months |
| Change-in-Control Severance Plan | Double trigger required; multiple of 1.5x (base salary + target bonus), plus target bonus pro-rated, plus COBRA premiums for 18 months; Swithenbank designated participant |
| Equity treatment at CIC | RSUs vest at CIC; PRSUs earn at greater of certified performance to quarter-end before CIC or target; earned shares vest immediately |
| Clawback | SEC/Nasdaq-compliant Compensation Recovery Policy effective 9/13/2023 |
| Non-solicit; confidentiality; nondisparagement | Non-solicitation of employees/investors for 1 year; confidentiality; mutual nondisparagement; equitable relief available |
| Arbitration | Mutual agreement to arbitrate employment disputes; class/collective waiver; JAMS procedures |
| Tax gross-ups | No golden parachute excise tax or other tax gross-ups |
Compensation Committee Analysis
- Committee members (2024): Steven L. Scheid (Chair), Michael Embler, Priya Huskins; all independent .
- Independent consultant: Semler Brossy; no other services; independence confirmed .
- Peer group approach: Focus on pure-play MI peers Enact, Essent, MGIC, Radian; broader insurance/mortgage names considered for benchmarking; the committee avoids a fixed percentile target .
- Say-on-Pay result (2024 meeting for 2023 pay): 94.5% approval .
Vesting Schedules and Insider Selling Pressure
- RSU vesting cadence: 40% on 5/1/2025; 40% on 5/1/2026; 20% on 5/1/2027 for the 59,238 RSUs . This implies scheduled vesting tranches of approximately 23,695 shares (2025), 23,695 (2026), and 11,848 (2027) based on the disclosed grant and vesting percentages .
- 2024 PRSUs are performance-based through 12/31/2026; payout and vesting contingent on BVPS growth certification; no near-term vesting-related supply until post-certification .
Performance & Track Record
- Company operating performance in 2024: $651.0 million total revenues (+12% YoY), $360.1 million net income (+12%), diluted EPS $4.43 (+15%), ROE 17.4%, default rate 1.01%, loss ratio 5.6%, expense ratio 21.0%, book value per share $29.80; shares up 23.9% in 2024 .
- Bonus plan outcomes aligned with performance: exceeded maximum on all four corporate objectives, leading to 180% payout .
Investment Implications
- Pay-for-performance alignment: High variable pay share with 100% performance-based annual bonus and PRSUs tied to BVPS growth supports long-term value creation; ownership guideline of 3x salary and post-vesting holding strengthens alignment .
- Retention dynamics: Front-end RSU inducement and three-year RSU schedule create predictable vest cadence through 2027; PRSUs defer value to post-2026, reducing near-term selling pressure risk .
- Change-in-control economics: CFO’s 1.5x CIC multiple and double-trigger structure are moderate; absence of tax gross-ups and presence of clawback are governance positives .
- Trading signals: Watch RSU vest dates (May 1, 2025/2026/2027) for potential supply; insider hedging/pledging prohibited mitigates leverage risk, and adherence to ownership guidelines signals confidence .
- Execution risk: Performance metrics emphasize ROE, operating income, NIW, and expense ratio—continued delivery on BVPS growth will drive PRSU realization and compensation; failure to meet BVPS targets would reduce equity compensation outcomes .
Overall, Swithenbank’s package balances immediate retention (inducement RSUs, relocation support) with multi-year performance orientation (PRSU BVPS targets), under strong governance constraints (clawback, no gross-ups, ownership rules). The next key milestones are annual RSU vests and the 2026 PRSU performance determination .