Kevin Stein

About Kevin Stein

Kevin Stein (age 63) is Lead Independent Director of Onity Group Inc. and an independent director since February 2019; he was appointed Lead Independent Director in January 2023. He is Managing Director of Klaros Capital (Klaros Group) since January 2024 and brings deep financial services expertise from prior roles at EJF Capital, Barclays, FBR & Co., GreenPoint Financial, and the FDIC; he holds an MBA from Carnegie Mellon University and a BA from Syracuse University .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Mr. Stein is independent under NYSE standards .
• Role: Lead Independent Director since Jan 2023; presides over executive sessions of independent directors, serves as principal liaison with the Chair/CEO, and leads independent oversight .
• Committees: Chair, Risk & Compliance Committee; Member, Compensation & Human Capital Committee; Member, Executive Committee .
• Meeting cadence and attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings. Seven directors attended the 2024 annual meeting. Committee meetings in 2024: Audit (9), Compensation (8), Nominating/Governance (6), Risk & Compliance (5) .
• Related-party oversight: As R&C Chair, Stein’s committee reviews/approves related party transactions under Onity’s policy .
• Oaktree observers: Two non-voting Oaktree board observers attend Board/committee meetings (limited exceptions) while Oaktree holds ≥15% on a fully assumed basis; provides context for governance dynamics and potential influence .

Fixed Compensation (Director)

Director cash fee schedule (2024): $72,000 annual retainer; +$50,000 Lead Independent Director; +$25,000 Audit Chair; +$20,000 Compensation Chair; +$15,000 Nominating/Gov Chair; +$25,000 Risk & Compliance Chair; committee member fees (Audit/R&C: $12,500; Compensation: $10,000; Nominating/Gov: $7,500); $1,000 per meeting above eight for non-Lead directors .

Performance Compensation (Director)

• 2024 reported stock awards for Mr. Stein: $120,000; no director stock options outstanding; RSUs generally non-transferable, no voting rights before delivery; dividends not credited before issuance .

Other Directorships & Interlocks

• Current public boards: Dime Community Bancshares (Audit Chair) .
• Prior public boards: Pagaya Technologies (2022–2023); PHH Corporation (2017–2018) .
• Compensation Committee interlocks: None—no Company officer served on another company’s board/comp committee with any member; no relationships requiring Item 404 disclosure; Stein served on the Compensation Committee during 2024 .

Expertise & Qualifications

• Identified Board skills: Public company board experience, CEO/senior leadership at comparably sized orgs, financial services industry, audit committee financial expert, regulatory compliance and risk management, mortgage servicing/lending/community housing experience .
• Education: MBA, Carnegie Mellon University; undergraduate degree, Syracuse University .
• Lead Independent Director competencies: governance leadership, executive session facilitation, liaison role with Chair/CEO, fostering candor and effective board culture .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Lead Director with explicit mandate and robust duties (executive sessions, liaison to Chair/CEO), enhancing oversight where CEO is also Chair .
  • Chairs Risk & Compliance Committee overseeing ERM, compliance, cybersecurity, and related-party approvals—central to a regulated mortgage/servicing business .
  • Strong attendance standard embedded in director equity (≥75% meeting attendance for full vesting), aligning incentives with engagement .
  • Material personal ownership and values-based restrictions (no hedging/pledging), plus ownership guideline met/exceeded—positive alignment with shareholders .
  • No compensation committee interlocks or related-party disclosures involving Stein; Board affirmatively determined independence .

• Potential watch items

  • Oaktree’s board observers attend Board and committee meetings (non-voting; limited exceptions) given Oaktree’s significant warrant position—may warrant continued monitoring for influence perceptions; R&C Committee (chaired by Stein) oversees related-party transactions, a mitigating governance control .
  • Director pay mix in 2024 was roughly 57% cash ($158,250) and 43% equity ($120,000)—equity is meaningful but cash remains a majority; however, annual RSUs with attendance gate and ownership guideline support alignment .

• Company-level signals relevant to board effectiveness

  • Board met 10 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; 2024 annual meeting attendance by seven directors—indicates engagement .
  • Say‑on‑Pay approval of 86.5% in 2024 suggests general shareholder support for compensation governance .
  • “What We Do/Don’t Do” framework includes no single-trigger LTIP, no tax gross-ups (except limited relocation), no option repricing, share holding requirements post-vesting—strong policy posture .

Overall, Kevin Stein’s independence, leadership as Lead Independent Director and R&C Chair, audit chair experience at another public bank, and meaningful ownership support investor confidence; the presence of significant outside observers (Oaktree) is a governance consideration mitigated by related‑party oversight residing in his committee .

Appendix — Director Compensation (Detail)

References

• Director biography, roles, independence, governance, and meetings:
• Director compensation tables and fee schedules:
• Equity holdings and valuation:
• Beneficial ownership and RSU vesting details; no pledges disclosure:
• Ownership guidelines; hedging/pledging prohibitions; clawback policy reference:
• Say‑on‑Pay approval:
• Oaktree board observers: