Lynn McCreary - Director | NMI Holdings (NMIH) Executive Profile & Compensation

About Lynn S. McCreary

Independent director since 2019, age 65; Chair of the Governance & Nominating Committee and member of the Risk Committee at NMI Holdings (NMIH). Former Chief Legal Officer, Chief Administrative Officer and Corporate Secretary of Sportradar Group AG, where she advised the CEO and Board and helped shepherd the IPO; previously Chief Legal Officer, Corporate Secretary and executive committee member at Fiserv, Inc. She holds a bachelor’s degree from Western New England College and a J.D., with distinction, from Washburn University School of Law. The Board designates her as independent under NASDAQ/SEC standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Sportradar Group AG	Chief Legal Officer; Chief Administrative Officer; Corporate Secretary; Advisor to CEO and Board	Through Jan 1, 2025 (advised CEO/Board until that date)	“Shepherded the company through its initial public offering”
Fiserv, Inc.	Chief Legal Officer; Corporate Secretary; Executive Committee member	Prior to joining Sportradar in June 2021	Senior legal and governance leadership at Fortune 500 fintech
International law firm	Private practice attorney	16+ years prior to Fiserv	Represented commercial, retail, financial and insurance companies

External Roles

Category	Detail
Current public company boards	None disclosed in NMIH 2025 proxy
Prior public company boards	Not disclosed for McCreary in NMIH 2025 proxy

Board Governance

Item	Detail
Independence	Independent director (NASDAQ/SEC)
Current NMIH committees	Governance & Nominating (Chair); Risk (Member)
Committee activity (2024)	Governance & Nominating: 4 meetings; Risk: 4 meetings
Board meeting cadence (2024)	Board met 8 times; company policy requires ≥75% attendance; all directors met policy
Board leadership	Separate Executive Chairman and CEO; robust Lead Independent Director role
Executive sessions	Regular executive sessions of independent directors

Fixed Compensation

Component (Non-Employee Director)	Amount	Notes
Annual cash retainer	$110,000	Standard for all non-employee directors
Committee chair retainer (G&N Chair)	$20,000	Chair premium (applies to McCreary)
Meeting fees	$0	No per-meeting fees; travel reimbursed
Total cash paid to McCreary (2024)	$130,000	Includes $20,000 chair fee

Performance Compensation

Equity Element	Grant-Date Fair Value	Units/Status	Vesting/Performance Conditions
Annual RSU award (2024)	$139,978	4,166 unvested RSUs outstanding at 12/31/2024	Time-based; annual director RSUs vest on first anniversary of grant; no performance conditions
Options/PSUs	—	Not disclosed for directors	Director equity structured as RSUs; options/PSUs not indicated for directors

Director stock is time-vested (no performance metrics). Executive PRSUs at NMIH are tied to 3-year compound BVPS growth, but this does not apply to directors’ equity awards.

Other Directorships & Interlocks

Topic	Findings
Public company interlocks	None disclosed for McCreary; no other current public boards listed
Related-party/transactions	Company reports no related-party transactions >$120k in 2024 involving directors/executives

Expertise & Qualifications

Legal, enterprise risk, governance expertise from senior roles at Sportradar (tech/data) and Fiserv (payments/fintech)
Financial services/regulated industries experience; board-level governance leadership as G&N Chair; risk oversight via Risk Committee membership
Education: J.D. (with distinction), Washburn University; bachelor’s, Western New England College

Equity Ownership

Measure	Value/Status
Total beneficial ownership (3/11/2025)	39,806 shares (35,640 directly owned; 4,166 RSUs vesting within 60 days)
Ownership as % of outstanding	<1% (78,238,719 shares outstanding)
Unvested RSUs (12/31/2024)	4,166 units
Stock ownership guideline	5.0x annual cash retainer for directors; must hold 50% of net shares until met
Compliance status	As of 12/31/2024, all directors except Erickson met the guideline (implies McCreary met)
Hedging/pledging	Prohibited for directors and NEOs

Insider Trades (Form 4)

Date (Filing)	Transaction	Notes/Link
May 9, 2025	RSU grant reported	“Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan.”
May 13, 2024	RSU grant reported	“Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan.”

Governance Assessment

Board effectiveness and independence: McCreary is an independent director with governance depth; chairs Governance & Nominating and serves on Risk, aligning her profile with NMIH’s oversight needs (risk, compliance, regulated financial services). Committee independence and strong board structure (separate Chair/CEO; Lead Independent Director) support investor confidence.
Engagement and attendance: Board met 8x; all directors met attendance policy; G&N and Risk committees (where she serves) met 4x each in 2024, indicating active committee oversight cadence.
Compensation alignment: Director pay is balanced and equity-forward (McCreary ~$130k cash; ~$140k RSUs; vests time-based), with ownership guideline of 5x retainer and confirmed compliance—signals skin-in-the-game without pay anomalies. No meeting fees and use of independent comp consultant for programs.
Conflicts/related-party risk: No related-party transactions in 2024; anti-hedging/pledging and clawback frameworks in place—good governance hygiene.
Shareholder signals: Strong 2024 say-on-pay approval (~94.5%) and robust shareholder outreach support governance credibility and responsiveness.
RED FLAGS: None evident—no attendance shortfalls disclosed, no related-party dealings, no pledging/hedging, and no overlapping public-company directorships that could dilute focus. Continue to monitor any new external board roles, changes in committee workloads, or shifts in director pay structure.