Joseph J. Samarias
About Joseph J. Samarias
Executive Vice President, Chief Legal Officer, Chief Ethics Officer, and Company Secretary at Onity Group Inc.; age 53 as of April 10, 2025, serving as CLO since April 2019 and Secretary since April 2020, following roles as Deputy General Counsel (2013–2019) and prior service at the U.S. Treasury’s Office of Financial Stability (Chief Counsel, 2012–2013) and international law firms (1997–2009). Education: BA, Vanderbilt University; JD, Washington University School of Law; bar admissions in VA and DC; Florida Authorized House Counsel; New Jersey In‑House Counsel . Executive incentives at Onity are tied to shareholder value creation and profitability through RSUs/PRSUs and an AIP scorecard; in 2024 Onity delivered GAAP net income of $33 million, diluted EPS of $4.13, and ROE of 8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onity Group Inc. | EVP & Chief Legal Officer; Chief Ethics Officer; Company Secretary | 2019–present | Oversees legal and ethics; appointed management proxy holder for Annual Meeting; supports governance and disclosures . |
| Onity Group Inc. | Senior VP, Deputy General Counsel | 2013–2019 | Led regulatory and legal matters during transformation . |
| U.S. Treasury, Office of Financial Stability (TARP) | Chief Counsel; Senior Attorney | 2009–2013 | Directed all legal activities of TARP; advised Assistant Secretary for Financial Stability . |
| International Law Firms | Litigator | 1997–2009 | Complex litigation experience underpinning legal leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Treasury, OFS (TARP) | Chief Counsel | 2012–2013 | Led federal program legal strategy and execution . |
Fixed Compensation
- Not disclosed for Mr. Samarias (not a Named Executive Officer in the proxy). Executive program design features (salary as the only non‑risk element; AIP and LTIP mix) are described for NEOs and generally inform officer pay structure .
Performance Compensation
- Executive incentives at Onity are driven by the Annual Incentive Plan (AIP) and LTIP awards:
- AIP: Corporate Scorecard funding × Service Excellence modifier; individual awards adjusted for unit performance and leadership, with a Net Income modifier; maximum payout capped at 200% of target .
- LTIP: 50% time‑vested RSUs (3 annual tranches) and 50% PRSUs that cliff‑vest after 3 years based on relative TSR to a peer group .
ONIT 2024 AIP Corporate Scorecard (Executive Incentive Funding)
| Objective | Weight | Threshold | Target | Maximum | Actual Performance | Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|---|
| Full‑Year GAAP Net Income ($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 (Adj. OpEx / Net Rev) | 8% | 32.4% | 30.8% | 29.3% | 28.9% | 150% | 12% |
| Originations Efficiency Ratio (Adj. OpEx / Revenue) | 2% | 72.8% | 69.3% | 65.8% | 57.4% | 150% | 3% |
| Corporate Functions Adj. OpEx ($M) | 5% | 136 | 130 | 124 | 134 | 67% | 3% |
| Gross Recapture Rate | 6.5% | 4.0% | 5.6% | 8.0% | 8.0% | 150% | 10% |
| Originations Cash Yield (vs CoC) | 6.5% | 0.00% | 0.27% | 0.53% | 0.68% | 150% | 10% |
| MSR Growth ($B UPB) | 4% | 22.1 | 24.5 | 26.9 | 40.6 | 150% | 6% |
| Subservicing Growth ($B UPB) | 4% | 54.9 | 68.7 | 82.4 | 44.9 | —% | —% |
| Servicing YE Total UPB ($B) | 4% | 297.8 | 315.5 | 332.5 | 301.7 | 61% | 2% |
| Employee Engagement (ppt change) | 5% | -12 | +/-8 | 12 | 1.0 | 100% | 5% |
| Equal Opportunity & Inclusion (% of objectives met) | 5% | 80% | 90% | 100% | 100% | 150% | 8% |
| Corporate Scorecard subtotal × Service Excellence modifier | — | — | — | — | 134% × 107% = 143% | — | — |
- Note: Compensation Committee amended certain targets mid‑year to reflect accretive strategic transactions (Waterfall reverse asset acquisition; sale of MAV interest; debt refinancing) increasing achievement levels for Net Income and Corporate OpEx .
LTIP Mechanics and Vesting
- RSUs: 3‑year equal annual vesting; PRSUs: 3‑year cliff vest based on relative TSR performance; all executive equity grants have a one‑year holding requirement on shares after vesting .
- Termination/CIC treatment:
- RSUs/PRSUs: pro‑rata vesting on death/disability; double‑trigger vesting at target if terminated without cause or resign for good reason within 12 months post change‑in‑control .
- Options: immediate vesting upon change in control per option agreements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | The group total for current directors and executive officers includes 711,752 shares; this total includes 27,037 shares held collectively by five executive officers not named as NEOs (Bradfield, Evans, Grunenwald, Peach, and Samarias), but individual breakouts for Mr. Samarias are not separately disclosed . |
| Pledging/Hedging | Company policy prohibits short sales, hedging, margin accounts, and pledging of Company securities by directors, officers, and employees . |
| Clawback | SEC‑compliant incentive compensation clawback policy adopted November 10, 2023, additive to plan‑level recoupment rights . |
| Holding requirement | One‑year post‑vest holding requirement on shares acquired upon vesting of executive awards (granted on/after March 31, 2022) . |
Employment Terms
- At‑will employment; the Company does not use fixed‑term employment agreements for executive officers; separation terms are governed by Severance Plans, offer letters, and award agreements (no tax gross‑ups except limited relocation) .
- Change‑in‑control economics: LTIP awards are double‑trigger (no single‑trigger vesting), with accelerated vesting only upon qualifying termination within 12 months post‑CIC; options vest on CIC per option agreements .
- AIP program cap: maximum annual incentive payout opportunity is 200% of target .
- Insider Trading Prevention Policy: prohibits hedging/pledging, margin accounts, and derivative transactions in Company stock .
- Governance roles: As Company Secretary and CLO, Mr. Samarias is designated as management proxy holder and signs SEC filings, evidencing central responsibility for governance and disclosure controls .
Performance & Track Record (Company context under his tenure)
| Metric | 2024 Outcome |
|---|---|
| GAAP Net Income ($M) | 33 |
| Diluted EPS ($) | 4.13 |
| ROE (%) | 8 |
| Total Servicing Additions ($B UPB) | 86 (47 subservicing) |
| YE 2024 Servicing UPB ($B) | 302 |
| Refinance recapture rate | 1.6× industry average; consumer direct originations volume up 2.5× YoY |
| Book value per share | $56 at YE 2024 (+$4 YoY) despite -$5/share debt restructuring impact; annual interest expense reduced by $14M |
| Recognition | Freddie Mac SHARP, Fannie Mae STAR, HUD Tier 1; two consecutive years MBA Affiliate Company of the Year |
Investment Implications
- Compensation alignment: Executive incentives are materially tied to TSR and profitability via RSUs/PRSUs and the AIP scorecard with rigorous financial weights (65% on net income/ROE/cost), supporting pay‑for‑performance alignment for senior officers like Mr. Samarias .
- Retention and selling pressure: One‑year post‑vest holding, clawback, and the prohibition on hedging/pledging/margin accounts reduce near‑term selling pressure and promote alignment; double‑trigger treatment in CIC settings incentivizes retention through potential transitions .
- Disclosure limits: Individual salary/bonus/equity grant details and personal vesting schedules for Mr. Samarias are not disclosed in the proxy (not a NEO), constraining precision in pay benchmarking; however, governance roles (CLO/Secretary/Chief Ethics Officer) and policy framework indicate strong oversight of legal/compliance risk .
- Shareholder sentiment: Say‑on‑Pay support of 86.5% in 2024 suggests investor acceptance of the compensation program design and governance practices .