Priya Huskins
NMI HoldingsAbout Priya Huskins
Priya Huskins (age 53) is an independent director of NMI Holdings, Inc. since 2021, with a background spanning insurance brokerage, corporate governance, and securities law—Harvard College (undergraduate) and J.D. from University of Chicago Law School . She is Partner, Senior Vice President, and board member at Woodruff Sawyer (since 2005 partner; executive since 2003; board member since 2016), and previously practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati (1997–2003) . Her board service includes chairing the Compensation Committee at Realty Income Corporation and membership on its Nominating and Corporate Governance Committee; she also serves on the board of the Long-Term Stock Exchange and the advisory board of Stanford Rock Center for Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodruff Sawyer & Co. | Executive; Partner/SVP; Board Member | Executive since 2003; Partner/SVP since 2005; Board since 2016 | Insurance industry expertise; governance oversight |
| Wilson Sonsini Goodrich & Rosati | Corporate and securities attorney | 1997–2003 | Public company advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Director; Compensation Committee Chair; Nominating & Corporate Governance Committee member | Director since 2007 | Chairs compensation; governance oversight |
| Long-Term Stock Exchange | Director | Since 2022 | Oversight of exchange governance |
| Anzu Special Acquisition Corp I | Director (prior) | 2021–2023 | SPAC governance experience |
| Stanford Rock Center for Corporate Governance | Advisory Board Member | Since 2012 | Corporate governance thought leadership |
Board Governance
- Independence: Independent under NASDAQ/SEC rules; NMIH board majority independent (7 of 9), with Huskins listed independent .
- Committee assignments: Member, Governance & Nominating Committee; Member, Compensation Committee .
- Committee meeting cadence (2024): Governance & Nominating (4 meetings); Compensation (6 meetings), both fully independent .
- Attendance: Board met 8 times in 2024; company policy requires ≥75% attendance and attendance at annual meeting; all directors met policy; seven attended 100% of Board meetings; two attended 7 of 8; committees had near-perfect attendance (two directors missed one committee meeting) .
- Executive sessions and leadership: Regular executive sessions of independent directors; robust Lead Independent Director structure and duties .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Meeting Fees | Equity RSU Annual Grant ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 110,000 | N/A (not a chair) | None paid | 139,978 (grant-date fair value) | Annual RSUs vest on first anniversary; travel/education expenses reimbursed |
- Director compensation framework (2024): Cash retainer $110,000; Audit Chair $25,000; Other Chair $20,000; Lead Independent Director $40,000; RSU Award $140,000; no meeting fees .
- Huskins’ 2024 totals: Fees earned $110,000; RSUs $139,978; total $249,978 .
Performance Compensation
- Structure: Non-employee director pay is predominantly time-based RSUs; no disclosed performance-based metrics apply to director equity grants .
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| TSR percentile | No | Not used for director RSUs |
| Revenue/EBITDA goals | No | Not used for director RSUs |
| ESG goals | No | Not used for director RSUs |
| Service-based vesting | Yes | Annual RSUs vest after 1 year; sign-on RSUs vest 50% at 2nd & 3rd anniversaries |
Other Directorships & Interlocks
| Company | Relationship to NMIH | Interlock/Conflict Notes |
|---|---|---|
| Realty Income (NYSE: O) | Unrelated REIT | Chairs Compensation Committee at O; NMIH discloses no Compensation Committee interlocks requiring reporting |
| Long-Term Stock Exchange | Unrelated SEC-registered exchange | No related-party transactions disclosed by NMIH |
| Woodruff Sawyer & Co. | Insurance brokerage; Huskins is partner/SVP and board member | NMIH reports no related-party transactions >$120,000 in 2024; related-party transactions require Audit Committee approval under policy |
- Item 407(e)(4) disclosures: No Compensation Committee interlocks or insider participation relationships requiring disclosure .
- Related party transactions: None >$120,000 in 2024; strong policy and Audit Committee oversight for any such transactions .
Expertise & Qualifications
- Insurance industry, risk management, and board governance experience (Woodruff Sawyer; board roles) .
- Public company governance and compensation oversight (Compensation Committee Chair at Realty Income; G&N committee member) .
- Legal training (Harvard College; University of Chicago Law School, J.D.) .
- Governance thought leadership (Stanford Rock Center advisory board since 2012) .
Equity Ownership
| As of | Beneficially Owned Shares | % of Outstanding | Direct Holdings | RSUs Expected to Vest (≤60 days) | Shares Outstanding Reference |
|---|---|---|---|---|---|
| March 11, 2025 | 27,213 | <1% | 23,407 | 4,166 | 78,238,719 shares |
- Unvested RSUs at 12/31/2024: 4,166 (among directors listed) .
- Director stock ownership guideline: 5x annual cash retainer; directors must hold 50% of shares delivered until guideline met; as of 12/31/2024, all directors except Erickson met the requirement (Huskins met) .
- Hedging/pledging: Absolute prohibition for directors; no holding in margin accounts or pledging allowed under Insider Trading & Information Policy .
- Section 16(a) compliance: Company believes all officers/directors complied with filing requirements in 2024 .
Governance Assessment
- Board effectiveness: Active participation on Governance & Nominating (4 meetings) and Compensation (6 meetings) committees, both fully independent; company reports strong attendance and executive sessions—supportive of robust oversight .
- Independence and alignment: Independent status, adherence to rigorous stock ownership guidelines (5x retainer), and prohibition on hedging/pledging enhance alignment with shareholders .
- Compensation structure: Director pay emphasizes equity via time-based RSUs (annual $140k fair value); no meeting fees; cash retainer $110k—balanced cash/equity mix without performance metrics, consistent with standard director pay practices .
- External roles & potential conflicts: Significant external governance roles (Comp Committee Chair at Realty Income; LTSE board; Woodruff Sawyer executive). NMIH discloses no related-party transactions over $120k and no compensation committee interlocks—mitigating immediate conflict concerns; Audit Committee policy mandates review of any related-party transactions .
- Shareholder confidence signal: Strong say-on-pay support (~94.5% in 2024) indicates favorable investor sentiment toward compensation governance broadly at NMIH .
RED FLAGS
- None disclosed in proxy regarding related-party transactions, hedging/pledging, or Section 16(a) filings; no Compensation Committee interlocks reportable under Item 407(e)(4) .
- Monitoring consideration: Ongoing executive role at Woodruff Sawyer (commercial insurance brokerage) could be a theoretical conflict if NMIH procures services—company’s related-party policy and absence of reported transactions >$120k in 2024 mitigate current risk .
Compensation Committee Analysis
| Committee | Members | Chair | Meetings (2024) | Consultant | Independence & Conflicts |
|---|---|---|---|---|---|
| Compensation | Steven L. Scheid; Michael Embler; Priya Huskins | Scheid | 6 | Semler Brossy consulting; independence assessed; no conflicts | No Item 407(e)(4) interlocks to disclose |
- Duties include oversight of executive compensation, independent director pay, incentive/equity plans, risk evaluation, succession planning, and preparation of CD&A/report .
- Semler Brossy provided peer data and program evaluation; Compensation Committee determined consultant independence and lack of conflicts .
Director Compensation Detail (Huskins, 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 110,000 | Annual cash retainer |
| RSU awards (grant-date fair value) | 139,978 | Annual RSU grant; unvested RSUs held: 4,166 at 12/31/24 |
| Total compensation | 249,978 | No meeting fees; travel/education reimbursed |
Committees (NMIH) – Huskins Participation
| Committee | Role | 2024 Meetings | Key Oversight Themes |
|---|---|---|---|
| Governance & Nominating | Member | 4 | Board composition, governance guidelines, ESG oversight |
| Compensation | Member | 6 | Executive/board pay, risk in pay programs, incentives, succession |
| Audit | Not a member | — | Financial reporting, internal controls, cybersecurity, related-party review |
| Risk | Not a member | 4 (committee overall) | MI business risk, investment policy, ERM oversight |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~94.5% (for 2023 NEO compensation) .
- Ongoing investor engagement: >100 meetings in 2024; Compensation Committee reviewed vote results and confirmed alignment of programs with shareholder interests .
Insider Filings & Trades
- Section 16(a): Company believes officers and directors complied with Form 3/4/5 filing requirements in 2024 .
Citations:
**[1547903_0001547903-25-000050_nmih-20250327.htm:17]** DEF 14A 2025 – Huskins biography, education, external boards
**[1547903_0001547903-25-000050_nmih-20250327.htm:13]** DEF 14A 2025 – Independence and board composition table
**[1547903_0001547903-25-000050_nmih-20250327.htm:5]** DEF 14A 2025 – Director nominees overview and committee markers
**[1547903_0001547903-25-000050_nmih-20250327.htm:23]** DEF 14A 2025 – Committee composition table (Huskins on G&N and Compensation)
**[1547903_0001547903-25-000050_nmih-20250327.htm:26]** DEF 14A 2025 – Governance & Nominating Committee membership and meetings
**[1547903_0001547903-25-000050_nmih-20250327.htm:29]** DEF 14A 2025 – Compensation Committee membership, authority, meetings
**[1547903_0001547903-25-000050_nmih-20250327.htm:22]** DEF 14A 2025 – Attendance policy and 2024 meeting attendance summary
**[1547903_0001547903-25-000050_nmih-20250327.htm:37]** DEF 14A 2025 – Corporate Governance Guidelines and executive sessions; director ownership policy
**[1547903_0001547903-25-000050_nmih-20250327.htm:7]** DEF 14A 2025 – Governance profile highlights
**[1547903_0001547903-25-000050_nmih-20250327.htm:20]** DEF 14A 2025 – Non-employee director compensation framework; RSU vesting; no meeting fees
**[1547903_0001547903-25-000050_nmih-20250327.htm:21]** DEF 14A 2025 – 2024 director compensation table; Huskins totals; unvested RSUs; ownership guideline
**[1547903_0001547903-25-000050_nmih-20250327.htm:43]** DEF 14A 2025 – Beneficial ownership table; Huskins holdings; shares outstanding
**[1547903_0001547903-25-000050_nmih-20250327.htm:60]** DEF 14A 2025 – Hedging/pledging prohibition; Clawback policy (executives)
**[1547903_0001547903-25-000050_nmih-20250327.htm:44]** DEF 14A 2025 – ≥5% holders; Section 16(a) compliance; compensation committee interlocks
**[1547903_0001547903-25-000050_nmih-20250327.htm:50]** DEF 14A 2025 – Compensation Committee process; Semler Brossy independence
**[1547903_0001547903-25-000050_nmih-20250327.htm:32]** DEF 14A 2025 – Board oversight of risk; committee roles
**[1547903_0001547903-25-000050_nmih-20250327.htm:36]** DEF 14A 2025 – Governance/ESG oversight by G&N committee