Anne Leyden
RADIAN GROUPAbout Anne Leyden
Independent director at Radian Group Inc. since August 2023; age 64; Chair of the Compensation and Human Capital Management (CHCM) Committee and member of the Finance & Investment Committee. Senior HR executive with C‑suite experience in human capital, succession planning, and operational model development across large financial institutions; previously TransUnion EVP/CHRO (2014–2021) and senior HR leader at JP Morgan/Bank One (1994–2012); provided human capital advisory services post‑TransUnion retirement . All non‑executive directors (including Leyden) are independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransUnion | Executive Vice President, Chief Human Resources Officer | 2014–2021 | Led global HCM, succession planning, acquisition integration, and operating model development |
| JP Morgan/Bank One | Senior Vice President, Head of Human Resources, Retail Financial Services (Mortgage, Retail Banking, Auto, Consumer Lending) | 1994–2012 | Oversight of nationwide HR for key consumer businesses; talent development and succession |
| Various companies | Human capital management advisory services | Post‑2021 (periodic) | Advises on HCM practices, integration, succession planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Standing committee assignments: CHCM Committee Chair; Finance & Investment Committee member .
- Committee meeting cadence (2024): CHCM 6; Finance & Investment 4; Audit 8; Governance 5; Risk 4; Board held five regular meetings plus one special; independent directors meet in executive session with each regular Board meeting and frequently at special meetings .
- Independence and engagement: All non‑executive directors (including Leyden) determined independent; each director participated in at least 75% of Board/committee meetings in 2024; director nominees expected to attend annual meeting and those serving last year did attend 2024 AGM .
- Ownership and conduct: Director stock ownership guideline = 5x annual cash retainer (5‑year compliance window); all current non‑executive directors are in compliance; anti‑hedging and anti‑pledging policy prohibits short sales, derivatives on RDN stock, and pledging/margin accounts .
- CHCM Interlocks: 2024 CHCM members were Leyden (Chair), Conner, Lisa W. Hess, Spiegel; no committee interlocks or relationships requiring Item 404 disclosure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard retainer for non‑executive directors |
| Committee chair fee (CHCM) | Prorated in 2024; total cash received = $134,000 | CHCM chair annual fee $25,000; Leyden became Chair after Gaetano Muzio retired in May 2024; cash line shows prorated total for 2024 |
| Board meeting fees | $0 in 2024 | Paid only if meetings exceed threshold; none required in 2024 |
| 2025 cash updates | Retainer $140,000; CHCM chair $25,000 | Effective Jan 1, 2025; other chair fees: Audit $40,000; Risk $40,000 |
Performance Compensation
| Grant | Grant Date | Instrument | Shares (#) | Grant‑date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual director equity | May 22, 2024 | Time‑based RSUs | 5,109 | $160,000 | Vest in full 1 year from grant; may convert at vesting (post‑2020 grants); retirement, death, disability accelerate vesting | |
| Conversion/deferral | N/A | RSU conversion policy | — | — | Since 2020, director RSUs convertible at vest; pre‑2020 convert at termination; Leyden deferred RSUs under Director Deferred Compensation Plan (see Ownership) |
Performance metrics overseen by CHCM (executive LTI designs):
- BV RSUs payout curve (three‑year performance): 200% payout at ≥45% cumulative LTI Book Value per Share growth; 100% at 30%; 0% at ≤15% .
- Relative TSR Modifier (vs. MI peers): ±25.0% max adjustment; interpolation applied; no positive adjustment if Company absolute TSR is negative .
| Metric | Threshold | Payout/Modifier |
|---|---|---|
| Cumulative LTI Book Value per Share growth | ≥45% | 200% of target |
| Cumulative LTI Book Value per Share growth | =30% | 100% of target |
| Cumulative LTI Book Value per Share growth | ≤15% | 0% of target |
| Relative TSR vs MI peer avg | ≥10.5% | +25.0% modifier |
| Relative TSR vs MI peer avg | ≤(9.5)% | −25.0% modifier |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| — | — | No external public boards disclosed; CHCM interlocks/insider participation explicitly clean in 2024 |
Expertise & Qualifications
- Skills: Business Development, CEO/C‑suite, Human Capital Management, Operations .
- Board skills matrix: Leyden marked for HCM and C‑suite experience; complements mortgage/finance expertise on Board .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 4,101 shares | As reported in beneficial ownership table; excludes deferred RSUs per policy |
| RSUs held (Dec 31, 2024) | 5,109 RSUs | Annual director RSUs outstanding |
| RSUs deferred | 5,109 RSUs | Deferred under Radian Director Deferred Compensation Plan |
| Ownership guideline | 5x annual cash retainer | Compliance window 5 years; all non‑exec directors in compliance currently |
| Hedging/pledging | Prohibited | Short sales, derivatives, pledging/margin prohibited by Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with deep HCM and succession expertise; CHCM Chair overseeing compensation risk, succession planning, and pay‑for‑performance; strong governance scaffolding (majority voting, executive sessions, clawback policy, ownership guidelines, anti‑hedging/pledging) supports investor alignment .
- Compensation alignment: Director pay tilted to equity (2024: cash $134k vs equity $160k) with one‑year vesting and dividend equivalents; RSU deferral enhances long‑term alignment .
- Attendance/engagement: At least 75% participation; CHCM met 6x and Finance & Investment 4x in 2024; Board conducted executive sessions regularly—signals active oversight .
- Conflicts/related party exposure: None disclosed for Leyden; Governance Committee reviews related‑party transactions under strict arm’s‑length standards .
- RED FLAGS: None observed—no pledging, no related‑party transactions, no overboarding issues noted (Board has director overboarding limits), and director compensation structure is standard with no problematic practices .