Claudia J. Merkle
About Claudia J. Merkle
Independent director of Onity Group Inc. since April 2024; age 66 as of April 15, 2025. Former CEO of NMI Holdings, Inc. (2019–2021) with prior executive roles spanning risk management and operations; currently an Advisory Board member at HomeLend Inc. Education: management degree from the Wharton School of Business (University of Pennsylvania). Independence affirmed by the Board; each incumbent director attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onity Group Inc. | Independent Director | Apr 2024–present | Member, Compensation and Human Capital Committee; Member, Nomination/Governance Committee |
| NMI Holdings, Inc. (parent of National MI) | Chief Executive Officer; previously President; COO; EVP Chief of Insurance Operations; SVP Underwriting Fulfillment & Risk Ops | CEO 2019–2021; joined NMI May 2012 | Led public company through growth in mortgage insurance; deep risk and technology innovation experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HomeLend Inc. | Advisory Board Member | Current | Technology/operational platform for mortgage loan purchase/sale |
| NMI Holdings, Inc. | Director | 2019–2021 | Board member while serving as CEO |
Board Governance
- Independence: Board determined Ms. Merkle is independent under NYSE standards.
- Committee assignments (2025): Compensation and Human Capital Committee (member); Nomination/Governance Committee (member). Not on Audit or Risk & Compliance committees.
- Attendance: The Board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate Board/committee meetings. Audit (9), Compensation (8), Nomination/Governance (6), Risk & Compliance (5) meetings in 2024.
- Lead Independent Director: Kevin Stein; executive sessions of non-management directors held during 2024.
- Related-party oversight: Risk & Compliance Committee reviews/approves related party transactions under policy.
- Insider trading policy: Prohibits short sales, hedging, margin accounts, and pledging of company stock.
Fixed Compensation
| Component | Policy/Amount | 2024 Actual for Merkle |
|---|---|---|
| Annual cash retainer | $72,000 | Pro-rated cash fees $64,385 in 2024 (appointed Apr 1, 2024) |
| Lead Independent Director fee | +$50,000 | N/A (not applicable) |
| Committee Chair fees | Audit +$25,000; Compensation +$20,000; Nomin/Gov +$15,000; Risk & Compliance +$25,000 | N/A (not chair) |
| Committee member fees (non-chair) | Audit +$12,500; Risk & Compliance +$12,500; Compensation +$10,000; Nomination/Governance +$7,500 | Eligible for Compensation and Nomination/Governance member fees on a pro-rated basis for 2024 |
| Per-meeting fees | $1,000 per meeting for meetings >8 per year (ex-Lead Director) | As applicable |
Performance Compensation
| Award/Metric | Grant/Period | Detail |
|---|---|---|
| RSU equity award (annual) | May 28, 2024 | 4,792 RSUs for 2024–2025 term; grant date fair value $120,000; vests May 28, 2025 if director attends ≥75% of applicable meetings; pro-rata vesting below threshold; no voting rights before delivery. |
| Pro-rated RSU (on appointment) | Apr 1, 2024 | 642 RSUs; grant date fair value $17,330; vested May 23, 2024. |
| 2024 stock awards (total) | 2024 | Stock awards aggregate grant date fair value $137,330 (pro-rated + annual). |
| 2025 planned director RSU | Post ASM May 21, 2025 | Each non-management director to receive ~$120,000 RSU grant (rounded to whole shares) with same 75% attendance vesting condition. |
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| NMI Holdings, Inc. | Prior public company board (2019–2021) | Served while CEO. |
| Interlocks/related-party matters | None disclosed | Compensation Committee disclosed no relationships requiring Item 404 disclosure; no exec served on a board where our execs served reciprocally. |
Expertise & Qualifications
- Skills matrix indicates: Public company board experience; CEO/large-org leadership; Financial services; Audit Committee Financial Expert; Regulatory compliance/risk management; Mortgage servicing/lending/community housing experience.
Equity Ownership
| Item | Amount | Notes/Valuation |
|---|---|---|
| Total shares/units (vested + unvested) as of 3/31/2025 | 5,434 | Includes vested 642 shares (from 2024 pro-rated RSU) plus 4,792 unvested RSUs. |
| Value at $32.32 (3/31/2025 close) | $175,627 | As reported; illustration in proxy. |
| Beneficial ownership (4/10/2025) | 5,434 shares (includes RSUs vesting within 60 days) | Footnote clarifies composition of RSUs vesting May 28, 2025. |
| Shares pledged | None | “No shares have been pledged as security by the named executive officers or directors.” |
| Ownership guidelines | 5x base annual cash retainer within 5 years of appointment | Policy applies to directors; Ms. Merkle appointed Apr 2024, within compliance window. |
Insider Trades
| Date (filed) | Period | Form | Transaction | Source |
|---|---|---|---|---|
| May 30, 2024 | 05/28/2024 | Form 4 | Stock award (RSU grant) consistent with annual director grant | |
| May 23, 2025 | 05/21/2025 | Form 4 | Stock award (RSU grant) for 2025–2026 term |
Note: Beneficial ownership table confirms no pledging; company policy prohibits hedging, short sales, margin accounts, and pledging by directors/officers.
Governance Assessment
- Strengths
- Independent director with CEO-level mortgage/insurance expertise; designated “audit committee financial expert” in Board skills matrix—supportive of Compensation and Nomination/Governance committee effectiveness.
- Strong alignment mechanisms: director RSUs with attendance-based vesting; director ownership guideline of 5x retainer; prohibitions on hedging/pledging.
- Board processes: annual self-evaluation; active committee structure; explicit related-party transaction oversight by Risk & Compliance Committee.
- Shareholder alignment indicators: Say-on-Pay support at 86.5% in 2024; no tax gross-ups; no single-trigger vesting; capped annual incentive payouts for executives.
- Watch items
- As a relatively new director (appointed Apr 2024), equity ownership is still ramping versus the 5x retainer guideline, though within the five-year compliance window.
- Board observers from a significant holder (Oaktree) attend Board/committee meetings (non-voting); management screens for privilege-sensitive sessions; continued monitoring of potential information-flow perceptions advisable.
- No red flags disclosed
- No Item 404 related-party transactions or compensation committee interlocks involving Ms. Merkle; no pledged shares; attendance threshold met at the Board level (≥75% for incumbents).