Glen A. Messina
About Glen A. Messina
Chair of the Board (since Jan 2023) and President & CEO (since Oct 2018) of Onity Group Inc. (ONIT). Age 63 as of April 10, 2025; prior leadership includes CEO and director roles at PHH Corporation and 17 years with GE leading its Chemical and Monitoring Solutions business . Under Messina’s leadership, 2024 delivered the company’s highest GAAP net income since 2013 ($33M), diluted EPS of $4.13, ROE of 8%, servicing UPB of $302B, and book value per share improved to $56 (+$4 YoY) despite debt restructuring, with recognized operating excellence (Fannie Mae STAR, Freddie Mac SHARP, HUD Tier 1) and AI-enabled productivity gains . Compensation is highly equity-linked with performance-weighted TSR PRSUs, and pay decisions received 86.5% Say‑on‑Pay support in 2024, signaling investor acceptance of the pay-for-performance architecture .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Onity Group Inc. | Chair, Board of Directors | Jan 2023–Present | Combined CEO/Chair leadership with Lead Independent Director oversight to drive strategy and governance . |
| Onity Group Inc. | President & CEO; Director | Oct 2018–Present | Led multi-year transformation, balance sheet simplification, growth in servicing UPB, and rebrand to Onity . |
| PHH Corporation | President & CEO; Director | 2012–2017 | Led mortgage operations; later served as consultant through Mar 2018 . |
| PHH Corporation | Chief Operating Officer | Jul 2011–Dec 2011 | Operational leadership ahead of CEO role . |
| General Electric (GE) | CEO, GE Chemical & Monitoring Solutions | 17 years at GE (most recent role) | Led global water/process specialty chemicals services business; broad operating experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PHH Corporation | Director | 2012–2017 | Prior public company board experience before ONIT acquisition of PHH . |
Board Service and Governance
- Board leadership: Combined CEO and Chair; Kevin Stein serves as Lead Independent Director to mitigate dual-role risks (exec sessions without CEO, liaison, agenda-setting) .
- Committee roles: Messina chairs the Executive Committee; not a member of Audit, Compensation & Human Capital, Nomination/Governance, or Risk & Compliance committees .
- Independence: Board affirms independence of six directors; Messina is not independent as CEO/Chair .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended ≥75%; seven directors attended the 2024 annual meeting .
- Insider trading policy: Prohibits hedging, short sales, margin accounts, and pledging of company stock (applies to directors/officers) .
- Director pay: Management director Messina receives no board retainer/fees .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Base Salary | $1,000,000 |
| Target Annual Incentive (AIP) | $1,500,000 (150% of salary) |
| Target Total Cash | $2,500,000 |
Compensation mix (target): Salary 15%, AIP 23%, LTIP 62% for CEO; structure emphasizes performance and shareholder alignment .
Performance Compensation
2024 AIP Scorecard and CEO Payout
- Corporate Scorecard funding 134%, multiplied by 107% service excellence modifier → 143% baseline; CEO award further adjusted by individual multiplier and net income modifier to 187% of target .
| Metric (2024) | Weight | Threshold | Target | Max | Result | Achiev. | Weighted Achiev. |
|---|---|---|---|---|---|---|---|
| GAAP Net Income ($M) | 25% | -11.8 | 1.7 | 11.7 | 33.4 | 150% | 38% |
| Adjusted Pre‑Tax ROE (%) | 25% | 8.5 | 11.6 | 13.7 | 20.0 | 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 Adj. Opex ($M) | 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 (>% CoC) | 6.5% | 0.00% | 0.27% | 0.53% | 0.68% | 150% | 10% |
| MSR Growth (UPB $B) | 4% | 22.1 | 24.5 | 26.9 | 40.6 | 150% | 6% |
| Subservicing Growth (UPB $B) | 4% | 54.9 | 68.7 | 82.4 | 44.9 | —% | —% |
| Servicing EoY UPB ($B) | 4% | 297.8 | 315.5 | 332.5 | 301.7 | 61% | 2% |
| Employee Engagement (pp 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% |
Service Excellence Modifier (select KPIs; 107% overall):
- Highlights: Servicing client NPS at 120% of target; CFPB complaints slightly above threshold at 80%; overall modifier 107% .
CEO AIP Award Calculation:
- Organizational funding 143% × Individual performance 120% + Net Income modifier +15% → Final 187% of target .
Note: Committee amended certain targets mid-year for accretive strategic transactions (debt refinancing, MAV sale, Waterfall reverse asset acquisition), increasing achievement for GAAP net income and corporate opex versus original scorecard; other metrics unaffected by adjustments .
LTIP Structure and Vesting
- Mix: 50% time‑vested RSUs (3‑year ratable vesting); 50% PRSUs (3‑year cliff) earned on relative TSR across multiple performance windows vs a defined peer set; all settle in shares; post‑vesting one‑year holding requirement applies .
- Representative awards and vesting terms:
- RSUs: Mar 31, 2022; Apr 3, 2023; Mar 29, 2024 grants vest 1/3 annually on grant anniversaries .
- PRSUs: 2022 grant measures TSR over four weighted windows (15%/15%/15%/55%); first/second windows earned 181.1% and 0%, respectively (subject to continued vesting) .
- PRSUs: 2023 grant uses similar four-window TSR construct; first window earned 0% (assumes threshold for amounts shown) .
- PRSUs: 2024 grant TSR windows between Mar 29, 2024–Mar 29, 2027; amounts shown assume maximum for tabular disclosure .
Equity Ownership & Alignment
| Measure | Amount/Detail |
|---|---|
| Beneficial ownership (Messina) | 383,577 shares; 4.8% of outstanding (8,008,515 shares outstanding as of 4/10/2025) . |
| Includes options exercisable | 17,799 options currently exercisable; includes 23,554 shares held jointly with spouse . |
| Unvested stock units (CEO) | 362,974 unvested stock units as of 3/31/2025 (company table includes RSUs/PRSUs) . |
| Owned shares (CEO) | 353,235 owned shares as of 3/31/2025 (includes joint/trust holdings) . |
| Option moneyness | At $30.71 (12/31/2024), no stock options that would accelerate had value (implies above‑market exercise prices) . |
| Director/Officer pledging/hedging | Prohibited; no shares pledged by NEOs/directors per beneficial ownership footnote . |
| Post‑vest holding requirement | One‑year holding period on shares acquired upon vesting (governance practice) . |
Employment Terms
Severance and Change-in-Control
- CEO letter: If terminated without cause or resigns for good reason, lump‑sum equal to base salary + target bonus + 18 months COBRA; pro‑rated AIP based on actual; unpaid prior‑year bonus paid .
- CIC (within two years) with qualifying termination: 2× base + 2× target bonus + 24 months COBRA; pro‑rated/continued bonus eligibility; equity double‑trigger: outstanding measurement periods deemed target at CIC; if terminated within 12 months post‑CIC without cause/for good reason, RSUs/PRSUs vest at target .
- No fixed‑term employment agreements; at‑will employment; clawback policy adopted; no tax gross‑ups (except ordinary relocation) .
| Potential Payments to CEO (as of 12/31/2024 event) | Amount |
|---|---|
| Voluntary resignation with good reason | $5,336,397 |
| Involuntary termination not for cause | $9,114,058 |
| Change in control without termination | — |
| Change in control with qualifying termination | $20,043,528 |
| Disability | $5,850,480 |
| Death | $6,850,480 |
| Retirement | $3,777,661 |
Note: RSUs generally pro‑rata vest on termination without cause/retirement; 2023/2024 PRSUs prorate and deem future unbegun periods at target; under CIC, measurement periods deemed target and vest on qualifying termination (double trigger) .
Compensation Structure Analysis
- Mix shift/at‑risk pay: CEO target pay 85% variable; 62% directly tied to TSR/stock price (LTIP); 12% tied to profitability (AIP metrics) .
- Annual incentives: Scorecard concentrated 65% on profitability/expense control; net income modifier can add/subtract up to ±15 points for senior leaders (CEO +15% in 2024) .
- Mid‑year metric amendments: Committee adjusted certain 2024 targets for debt/MAV/Waterfall transactions; improved achievement on net income and corporate opex—worthy of monitoring for governance optics though framed as aligning with accretive outcomes .
- Governance guardrails: No single‑trigger vesting; no option repricing; no hedging/pledging; one‑year post‑vest holding; independent consultant (WTW) engaged; 86.5% Say‑on‑Pay support in 2024 .
Performance & Track Record (Selected 2024 Outcomes)
| Metric | 2024 Result |
|---|---|
| GAAP Net Income | $33M (highest since 2013) |
| Diluted EPS | $4.13 |
| ROE | 8% |
| Servicing UPB (year-end) | $302B (+$13B YoY) |
| Book Value/Share | $56 (+$4 YoY; -$5/share impact from debt restructuring offset by cost savings) |
| Recapture | 1.6× industry avg; consumer direct volume up 2.5× YoY |
| Recognition | Fannie STAR; Freddie SHARP; HUD Tier 1 (multi‑year) |
| AI/Automation | 50k+ manual hours saved per month; 88% inquiries resolved digitally |
Compensation Peer Group (for benchmarking)
Associated Banc‑Corp; Axos Financial; BankUnited; Finance of America; Guild; LendingTree; loanDepot; MGIC; Mr. Cooper; PennyMac Financial; Radian; South State; UWM; Walker & Dunlop; Webster Financial; WSFS Financial .
Equity Vesting Calendar and Selling Pressure Watchpoints
- RSUs vest annually on each grant anniversary (2022/2023/2024 grants), creating predictable vesting supply; PRSUs cliff‑vest at 3‑years based on relative TSR (2022 vesting window ends Mar 31, 2025; 2023 ends Apr 3, 2026; 2024 ends Mar 29, 2027) .
- Messina holds 362,974 unvested units and 353,235 owned shares as of 3/31/2025; 144,241 shares vested to him in 2024 across awards (Form 4 not provided here), implying potential settlement liquidity events around anniversaries; company prohibits pledging/hedging and imposes a one‑year post‑vest hold which tempers immediate selling pressure .
Equity Ownership & Governance Policies (Summary)
- CEO beneficial ownership at 4.8% creates meaningful alignment; no pledging across NEOs/directors; formal Clawback policy; independent oversight via Lead Independent Director and robust committee structure with all key committees independent .
Investment Implications
- Alignment and incentive intensity: High equity exposure (62% of CEO target pay) with multi‑window TSR PRSUs, one‑year post‑vest hold, and anti‑hedging/pledging policy align incentives with long‑term TSR; Say‑on‑Pay support (86.5%) reduces governance overhang .
- Retention and downside protection: Severance economics are material (≈$9.1M non‑CIC; ≈$20.0M on CIC termination) and double‑trigger equity vesting supports retention through potential corporate actions; no single‑trigger and no tax gross‑ups limit shareholder risk .
- Execution track record: 2024 outperformance on profitability and cost/productivity with UPB growth and balance sheet restructuring suggests credibility on operational levers; however, mid‑year metric amendments for strategic deals warrant monitoring for future scorecard integrity .
- Trading signals: Large unvested balance and annual RSU tranches create recurring vest events; the mandated one‑year hold dampens near‑term sell pressure; options appear out‑of‑the‑money at recent prices, limiting option‑driven sales .
- Dual role governance: CEO/Chair structure mitigated by an active Lead Independent Director, independent committees, and frequent executive sessions; no independence concerns flagged by the board’s annual review .