William Leatherberry

About William Leatherberry

William J. Leatherberry, age 54, is Executive Vice President, Chief Administrative Officer, General Counsel & Secretary at NMI Holdings (NMIH). He joined NMI in 2014 as Chief Legal Officer, General Counsel & Secretary and assumed his current expanded role in 2024, overseeing legal, compliance, government relations, and corporate communications and serving on the Executive Committee. He holds a B.A. in business management and an M.B.A. from the University of Texas and a J.D. from Southern Methodist University . Pay-for-performance alignment is reinforced by company-wide annual bonus metrics (Adjusted ROE, Adjusted Net Operating Income, New Insurance Written, Adjusted Expense Ratio) that exceeded maximum targets in both 2024 and 2023, and by PRSU payouts tied to multi-year BVPS growth that paid out at 200% for the 2021 and 2022 cycles based on 21.2% and 21.9% BVPS CAGR, respectively .

Past Roles

External Roles

• None disclosed in the company’s proxy statements for 2024–2025 .

Fixed Compensation

• Additional fixed benefits: Executive cash allowance (~$30,000), 401(k) match ($17,250), reserved parking; all included in “All Other Compensation” of $48,565 (2023) and $49,315 (2024) .
• NMI does not provide golden parachute excise tax or other income tax gross-ups to NEOs .

Performance Compensation

Annual Bonus (STI) — Corporate Performance Objectives and Outcomes (2024)

• Committee retains discretion, but 2024 achievement exceeded maximum on all four metrics; bonuses paid at 180% of target for eligible NEOs .

Long-Term Incentives (LTI) — RSUs and PRSUs

• Recent PRSU outcomes: 2021 grant paid at 200% based on BVPS CAGR of 21.2% over 2021–2023; 2022 grant paid at 200% based on BVPS CAGR of 21.9% over 2022–2024 .

Equity Ownership & Alignment

Beneficial Ownership (as of Mar 11, 2025)

• Stock ownership guidelines: Executive Vice Presidents (including Chief Administrative Officer) must hold shares valued at 3x base salary; includes outright shares, unvested RSUs (excluding PRSUs), and in-the-money vested options. All NEOs met requirements as of 12/31/2024; 50% of shares delivered from vesting/exercise must be retained until guidelines met .
• Hedging/pledging: Absolute prohibitions; no margin accounts or pledging allowed .
• Clawback: Policy effective Sep 13, 2023 (NASDAQ Rule 5608) to recover excess incentive-based compensation upon accounting restatements .

Outstanding Equity Awards (Leatherberry) — Year-End 2024

Note: Market value based on $36.76 closing price on NASDAQ on 12/31/2024 .

Upcoming Vesting Schedule (Time-Based RSUs)

• 2023 RSUs: 40% on 2/8/2025; 20% on 2/8/2026 .
• 2024 RSUs: 40% on 2/7/2025; 40% on 2/7/2026; 20% on 2/7/2027 .

This schedule can create periodic supply overhang as shares vest and settle; pledging/hedging prohibitions mitigate adverse alignment risk .

Employment Terms

Severance Plan (non-CIC)

• Leatherberry eligible for 12 months’ base salary and 12 months of healthcare premium contributions upon a “Severance Termination,” subject to release; benefit scaled by years of service up to 12 months .

Change-in-Control Severance Plan (CIC) — Double Trigger

• Severance multiple: 1.5x base salary + target bonus; COBRA premium reimbursement for 18 months; plus pro-rated target bonus for the year of termination and accrued amounts; requires termination without cause or for good reason within 24 months after a CIC (or 6 months before with qualifying conditions) .

Potential Payments (Leatherberry; as of Dec 31, 2024)

• Equity terms: RSUs fully vest upon CIC; PRSUs vest based on greater of BVPS achievement to quarter-end prior to CIC or target, with immediate vesting of earned shares; options vest and become exercisable, with extended exercisability on post-CIC terminations (except for cause) .

Compensation Structure Analysis

• Mix and risk: Executive compensation emphasizes variable pay; for other NEOs, base salary averaged ~22% of 2024 target compensation (remainder tied to performance) . Leatherberry’s 2024 target bonus remained 100% of salary; LTI remained 50:50 RSU:PRSU, maintaining alignment and at-risk structure .
• Year-over-year changes: Base salary increased 2.6% to $585,000 in 2024 to better align with MI peers and responsibilities; stock awards increased to $1,316,981 (target fair value) .
• Governance: No tax gross-ups; compensation consultant (Semler Brossy) independent; annual risk review; double-trigger CIC; robust stock ownership and clawback policies .
• Peer benchmarking: Focused on direct MI peers (Enact, Essent, MGIC, Radian) with broader insurance and mortgage ecosystem context; no fixed percentile targeting to avoid ratcheting .

Compensation Peer Group (2024)

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: ~94.5% of votes cast supported executive compensation .
• Ongoing engagement: >100 investor meetings in 2024; committee reviewed vote results and affirmed alignment of programs with shareholder interests .

Investment Implications

• Strong pay-for-performance: Near-max annual bonus outcomes and consecutive PRSU cycles paying at 200% on BVPS CAGR indicate robust execution on profitability and capital formation; Leatherberry’s incentives are tightly linked to BVPS growth and cost efficiency .
• Retention risk low near term: 12 months severance coverage; double-trigger CIC protection; substantial unvested RSUs/PRSUs with multi-year horizons support retention; strict no-pledging/hedging policy aligns interests .
• Trading signals: Upcoming RSU vesting tranches in Feb 2025/2026/2027 may create episodic selling pressure; options expiring 2028–2029 are deep in-the-money at YE 2024 price, adding potential exercise-related flow, though ownership retention requirements partially offset .
• Governance quality: Independent consultant, clawback, stock ownership rules, and high say-on-pay support investor confidence in incentive design and oversight .