Dennis Zeleny
About Dennis Zeleny
Executive Vice President and Chief Administrative Officer at Onity (Onity Group Inc.) since August 2019; he oversees human resources, communications, IT, international operations, facilities, sourcing, the enterprise PMO, and D&I programs. He previously consulted for Onity (January–August 2019). Education: B.S. from Cornell University; M.S. from Columbia University’s Graduate School of Business . During his tenure, company incentive design tied pay to GAAP profitability, ROE, prudent growth, productivity, and TSR; 2024 corporate scorecard funding reached 143% (driven by GAAP net income and ROE at 150% of target), and his AIP paid at 176% of target . Company performance context: 2024 GAAP net income was $33.4M and cumulative TSR translated to $149 value of a $100 investment; historical TSR track record and net income by year shown below .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($ value of $100) | 141 | 195 | 149 | 150 | 149 |
| Net Income ($MM) | (40.2) | 18.1 | 25.7 | (63.7) | 33.4 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Center on Executive Compensation | Co-CEO; executive human capital consulting | 2012–2019 | Advised on executive compensation and human capital strategy . |
| Sunoco | Chief Administrative or Chief Human Resources Officer | — | Led enterprise HR/administration at a Fortune 500 energy company . |
| Caremark | Chief Administrative or Chief Human Resources Officer | — | Led HR at a major healthcare services company . |
| DuPont | Chief Administrative or Chief Human Resources Officer | — | Led HR at a global materials/chemicals company . |
| Honeywell | Oversaw global human resources | — | Led global HR programs and operations . |
| PepsiCo | Various HR leadership roles | 17 years | Built large-scale HR capability at a global CPG leader . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HRPA (Human Resources Policy Association) | Board member | — | Governance and policy engagement in HR community . |
| Cornell ILR Advisory Board | Advisory board member | — | Academic/industry advisory role . |
| SXL and SCX (NYSE-listed companies) | Board member | — | Public company board service (historical) . |
Fixed Compensation
| Component (as of 12/31/2024) | Amount |
|---|---|
| Base Salary | $500,000 |
| AIP Target ($ and % of salary) | $500,000 (100%) |
| Annual Total Target Cash Compensation | $1,000,000 |
| Summary Compensation (NEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 493,077 | 500,000 | 500,000 |
| Bonus ($) | 259,000 | — | — |
| Stock Awards ($) | 423,288 | 1,029,589 | 695,519 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Compensation ($) | 291,246 | 563,750 | 880,000 |
| All Other Compensation ($) | 9,150 | 9,900 | 10,350 |
| Total ($) | 1,475,762 | 2,103,239 | 2,085,869 |
Performance Compensation
2024 AIP structure and performance
- AIP weightings emphasized profitability and ROE (50% combined), growth (25%), productivity (15%), and employee engagement/D&I (10%); awards were also modified by a service excellence modifier (+/−20%) and a net income modifier .
| Corporate Scorecard Objective (2024) | Weight | Threshold | Target | Maximum | Outcome (Actual) | Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|---|
| GAAP Net Income ($M) | 25% | (11.8) | 1.7 | 11.7 | 33.4 | 150% | 38% |
| Adjusted Pre-Tax ROE | 25% | 8.5% | 11.6% | 13.7% | 20% | 150% | 38% |
| Servicing Efficiency Ratio | 8% | 32.4% | 30.8% | 29.3% | 28.9% | 150% | 12% |
| Originations Efficiency Ratio | 2% | 72.8% | 69.3% | 65.8% | 57.4% | 150% | 3% |
| Corporate Functions Adjusted OpEx ($MM) | 5% | 136 | 130 | 124 | 134 | 67% | 3% |
| Gross Recapture Rate | 6.5% | 4.0% | 5.6% | 8.0% | 8.0% | 150% | 10% |
| Originations Cash Yield | 6.5% | 0.00% | 0.27% | 0.53% | 0.68% | 150% | 10% |
| MSR Growth (Additions, $B UPB) | 4% | 22.1 | 24.5 | 26.9 | 40.6 | 150% | 6% |
| Subservicing Growth ($B UPB) | 4% | 54.9 | 68.7 | 82.4 | 44.9 | —% | —% |
| Servicing End-of-Year UPB ($B) | 4% | 297.8 | 315.5 | 332.5 | 301.7 | 61% | 2% |
| Employee Engagement (ppt vs 2023) | 5% | −12 | ±8 | 12 | 1.0 | 100% | 5% |
| Equal Opportunity & Inclusion (% objectives met) | 5% | 80% | 90% | 100% | 100% | 150% | 8% |
| Total Scorecard | 100% | — | — | — | — | 134% | 134% |
| Service Excellence Modifier | — | 80% | 100% | 120% | 107% | — | — |
| Overall AIP Funding | — | — | — | — | — | — | 143% |
- Individual payout calculation for 2024 (Dennis Zeleny): Organization Funding 144% × Individual Performance Multiplier 117% + Net Income Modifier 7.5% = Final Award 176% of target .
| 2024 AIP Payout Calculation | Value |
|---|---|
| Organizational Performance Funding (%) | 144% |
| Individual Performance Multiplier (%) | 117% |
| Net Income Modifier (%) | 7.5% |
| Final Award (% of Target) | 176% |
2024 LTIP awards and vesting
- Award design: 50% RSUs vesting in three equal annual installments; 50% PRSUs earned on relative TSR vs a peer group (25th percentile=50% payout; 50th percentile=100%; 100th percentile=200%), with all PRSUs cliff-vesting at the third anniversary; units settle in shares .
| 2024 Equity Grants (Grant Date 3/29/2024) | Grant date fair value ($) | Units |
|---|---|---|
| PRSUs (TSR-based): Threshold/Target/Max units | 385,417 | 5,740 / 11,481 / 22,962 |
| RSUs (time-based, 3 equal annual tranches) | 310,102 | 11,481 |
| Vesting Terms | Detail |
|---|---|
| RSUs | Vest in three equal installments on the first, second, and third anniversaries of 3/29/2024, subject to continued employment; settle in shares . |
| PRSUs | Earned based on relative TSR over multiple measurement periods from 3/29/2024–3/29/2027; units credited based on performance vest at the third anniversary, subject to continued service . |
Outstanding equity awards (12/31/2024)
| Instrument | Unvested units (#) | Market value at $30.71 ($) |
|---|---|---|
| RSUs (2019–2024 grants; see footnotes 3–5) | 2,451 (3) | 75,270 |
| RSUs (footnote 4) | 7,012 (4) | 215,339 |
| RSUs (footnote 5) | 11,481 (5) | 352,582 |
| PRSUs (footnote 6) | 14,706 (6) | 451,621 |
| PRSUs (footnote 7) | 5,259 (7) | 161,504 |
| PRSUs (footnote 8) | 22,962 (8) | 705,163 |
| Stock options | — | — (no options outstanding) |
Equity Ownership & Alignment
| Ownership snapshot | 3/31/2025 | 4/10/2025 |
|---|---|---|
| Owned Shares (#) | 24,560 | 26,686 |
| Unvested Stock Units (#) | 52,211 | — |
| Beneficial Ownership (% of class) | — | <1% (asterisked in table) |
| Value of holdings vs Annual Target Cash Comp | 236% at $30.71/share; 248% at $32.32/share; 385% at fully diluted BV/share (all as of 3/31/2025) | — |
| Pledged Shares | None; “No shares have been pledged as security” by NEOs/directors | — |
| Hedging/Pledging Policy | Prohibits short sales, margin accounts for Company stock, pledging, and buying/selling puts/calls or other hedges | — |
- Stock ownership of five largest holders and total shares outstanding: 8,008,515 common shares outstanding as of 4/10/2025; named exec/director beneficial ownership and major holders disclosed; Zeleny’s beneficial ownership recorded at 26,686 shares (less than 1%) .
Employment Terms
| Severance/CIC term | Provision |
|---|---|
| Severance Plan (non-CIC) | Lump sum equal to 18× monthly base salary (i.e., 18 months), plus eligibility for subsidized COBRA premiums up to 18 months . |
| CIC Severance Plan (double trigger) | If terminated without cause or resigns for good reason within 12 months after a Change in Control (or serves through a requested date post-CIC), lump sum equal to 24× monthly base salary (24 months) plus prorated AIP for the year of termination; subsidized COBRA premiums up to 24 months . |
| Equity treatment—termination | Upon termination without cause or retirement, RSUs vest pro-rata for service; for 2022 PRSUs, remaining eligibility is pro-rata and contingent on performance at period end. For PRSUs granted 4/3/2023 or 3/29/2024, PRSUs vest pro-rata at termination with open periods measured as of termination; future periods deemed target . |
| Equity treatment—Change in Control | Awards continue vesting; incomplete TSR measurement periods deemed achieved at target. If terminated without cause or resigns for good reason within 12 months post-CIC, awards vest at target as of termination . |
| Clawback policy | Board-adopted Clawback Policy (details referenced in proxy) . |
| Potential Payments (as of 12/31/2024 event date) | Amount ($) |
|---|---|
| Voluntary resignation w/ Good Reason | 750,000 |
| Involuntary termination (not for cause) | 1,288,273 |
| Change in Control without termination | — |
| Change in Control with qualifying termination | 2,681,930 |
| Disability | 745,557 |
| Death | 1,495,557 |
| Retirement | 538,273 |
Performance & Track Record
- 2024 accomplishments highlighted by the company include higher refinance recapture (1.6× industry), consumer direct originations up 2.5× YoY, top-tier servicing recognition (Fannie Mae STAR, HUD Tier 1), and AI-driven productivity (50,000+ manual hours saved per month; 88% inquiries resolved digitally) .
- Corporate AIP metrics were tightened in 2024 to emphasize GAAP net income (increased weight) and full-year adjusted ROE; overall AIP funding reached 143% after a 107% service excellence modifier .
- Say-on-pay: Shareholders approved NEO compensation at the 2025 annual meeting (For: 3,074,157; Against: 962,910; Abstain: 174,052; Broker Non-Votes: 1,837,226) .
Compensation Committee & Peer Framework
- LTIP comparator for PRSUs is a mortgage finance/mREIT peer set used for relative TSR; payouts range from 0–200% based on percentile rank, with 3-year cliff vesting .
- The compensation program targets significant pay-at-risk (e.g., 2024: 68% of non-CEO NEO target compensation performance-linked; CEO 85%) and aligns long-term equity with shareholder value via RSUs/PRSUs .
Investment Implications
- Pay-for-performance alignment: 2024 AIP payout of 176% reflects strong achievement on profitability and ROE, with long-term equity split between time-based and TSR-based units; this ties Zeleny’s realizable pay to sustained returns and execution against growth and efficiency levers .
- Retention and turnover risk: Material unvested equity (52,211 units as of 3/31/2025) and double-trigger CIC protections (24 months base and prorated bonus) indicate meaningful retention hooks; non-CIC severance of 18 months base offers moderate downside protection without tax gross-ups disclosed .
- Insider selling pressure: RSUs vest annually over three years from the March 29, 2024 grant and PRSUs cliff-vest at the third anniversary; monitor Form 4s around grant anniversaries and year-end for settlement-related activity; note the company bans pledging/hedging and reports no pledged shares by NEOs (reduces margin-call driven sales risk) .
- Ownership alignment: Zeleny’s equity value equates to 236–248% of his annual target cash compensation at recent share prices (and 385% at fully diluted book value), signaling notable skin-in-the-game despite <1% ownership of shares outstanding .