Robert S. Welborn
About Robert S. Welborn
Robert S. Welborn, 52, was appointed as an independent director of Onity Group Inc. (ONIT) effective October 1, 2025. The Board determined he is independent under NYSE and SEC rules, including the heightened standards for compensation and audit committee members. He is self-employed as a marketing technology consultant; previously he served as Head of Data Science at Meta (Nov 2020–Aug 2024), Global Chief Data & Analytics Officer at General Motors (2018–2020), and Chief Data Scientist at USAA (2009–2017). He holds a B.S. in Engineering from Texas A&M University and an MBA from the University of California, San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Head of Data Science; previously Head of Programs Data Science, Small Business Group | Nov 2020–Aug 2024 | — |
| General Motors Company | Global Chief Data & Analytics Officer | 2018–2020 | — |
| USAA | Chief Data Scientist; prior roles of increasing responsibility | 2009–2017 | — |
| Private practice | Marketing technology consultant (self-employed) | Current | — |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| NOV Inc. (NYSE:NOV) | Director | Since Oct 2021 |
Board Governance
- Committee assignment: Welborn was appointed to the Risk and Compliance Committee effective October 1, 2025 .
- Independence: The Board affirmed he is independent under NYSE and SEC rules, including standards applicable to compensation and audit committees .
- Executive sessions: Non‑management directors met in executive session at four Board meetings in 2024; Mr. Stein presides at executive sessions of non‑management directors .
- Committee activity: The Compensation and Human Capital Committee met eight times in 2024 .
- Director ownership guidelines: Directors are generally expected within five years of appointment to own shares worth at least five times the base annual director cash retainer .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer | $72,000 | Payable quarterly |
| Lead Independent Director fee | $50,000 | Additional to base retainer |
| Audit Committee Chair | $25,000 | Additional fee |
| Compensation Committee Chair | $20,000 | Additional fee |
| Nomination/Governance Committee Chair | $15,000 | Additional fee |
| Risk & Compliance Committee Chair | $25,000 | Additional fee |
| Audit Committee member (non‑Chair) | $12,500 | Additional fee |
| Risk & Compliance Committee member (non‑Chair) | $12,500 | Additional fee |
| Compensation Committee member (non‑Chair) | $10,000 | Additional fee |
| Nomination/Governance Committee member (non‑Chair) | $7,500 | Additional fee |
| Meeting fees | $1,000 | Per meeting beyond eight per year for Board and applicable committees; LID excluded |
| Applicability to Welborn | Standard director pay | Welborn will receive compensation per these arrangements |
Performance Compensation
| Grant | Grant Date | Grant Date Fair Value | Units | Vesting Date | Vesting Condition | Deferral Election |
|---|---|---|---|---|---|---|
| 2024–2025 director RSU grant | May 28, 2024 | $120,000 | 4,792 RSUs | May 28, 2025 | Full vesting requires ≥75% attendance across Board/committee meetings (pro‑rata vesting if <75%) | Directors may elect to defer delivery under the Deferral Plan for Directors |
| 2025–2026 director equity award | Following May 21, 2025 Annual Meeting | $120,000 | — | One‑year from grant | Same attendance‑based vesting structure | Deferral election available |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| NOV Inc. | Current public company directorship | No related‑party transactions requiring Item 404(a) disclosure were identified upon Welborn’s appointment |
- No arrangements or understandings existed pursuant to which Welborn was selected as a director, and no transactions requiring disclosure under Item 404(a) were identified .
Expertise & Qualifications
- Data science and analytics leadership across technology, automotive, and financial services sectors; former CDAO at GM, Head of Data Science at Meta, and Chief Data Scientist at USAA .
- Technical and business credentials: B.S. Engineering (Texas A&M) and MBA (UC San Diego) .
- Risk oversight fit: Assigned to Risk & Compliance Committee upon appointment, aligning data/analytics background with risk governance .
Equity Ownership
| Date | SEC Form | Reported Holdings | Notes |
|---|---|---|---|
| Oct 1, 2025 (filed Oct 3, 2025) | Form 3 | No securities beneficially owned | “The reporting person did not own any securities of the issuer at the time… became a director.” |
| Sep 30, 2025 | Power of Attorney (Exhibit 24) | — | Appointed attorneys‑in‑fact for Section 16 filings |
- Pledging/hedging: Company policy prohibits short sales, margin accounts for Company stock, pledging Company securities, and hedging transactions (puts/calls or equivalent) by directors, officers, or employees .
- Beneficial ownership table (as of Apr 10, 2025): No shares were pledged by named executive officers or directors; percentage ownerships computed on 8,008,515 shares outstanding (Welborn appointed after this date and not listed) .
Governance Assessment
- Positive: Board determined Welborn’s independence at appointment, including compliance with heightened independence standards for compensation and audit committees .
- Positive: Relevant oversight fit—direct assignment to Risk & Compliance Committee supports data‑driven risk governance .
- Alignment: Director equity grants are attendance‑contingent (≥75%) and directors are expected within five years to own shares worth ≥5× the base retainer, reinforcing engagement and longer‑term alignment .
- Compensation structure: Standard non‑management director cash retainer and committee fees, plus annual RSU grants with one‑year vesting; complex incentives like options or performance‑based director equity are not used, limiting risk of pay complexity for directors .
- RED FLAG watchpoint: Zero initial ownership at appointment per Form 3 may indicate a ramp‑up period to meet guidelines; monitor subsequent Form 4 filings for equity grants and share accumulation .
- Conflicts: No related‑party transactions or selection arrangements disclosed; indemnification agreement is customary and consistent with peer practice .
Director Compensation Reference (ONIT Board, FY2024)
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Jenne K. Britell | $95,000 | $120,000 | $215,000 |
| Alan J. Bowers | $112,500 | $120,000 | $232,500 |
| Jacques J. Busquet | $120,000 | $120,000 | $240,000 |
| Claudia J. Merkle | $64,385 | $137,330 | $201,715 |
| DeForest B. Soaries, Jr. | $90,016 | $120,000 | $210,016 |
| Kevin Stein | $158,250 | $120,000 | $278,250 |
Policy & Structure Highlights
- Clawback: The Board has adopted a Clawback Policy as described in the executive compensation section .
- Committee independence: Compensation Committee members are independent under NYSE standards and qualify as non‑employee directors under Rule 16b‑3 and as “outside” directors under IRC §162(m) .
- Director RSU mechanics: Non‑transferable, no voting rights prior to delivery, no dividend adjustments before issuance; pro‑rata vesting if attendance is below threshold .
- Indemnification: Welborn will enter into the Company’s customary indemnification agreement (form previously filed as Exhibit 10.1 to the March 26, 2015 8‑K) .