Debra Hess
RADIAN GROUPAbout Debra Hess
Independent director of Radian Group Inc. since March 2019; age 60. She chairs the Audit Committee and also serves on the Finance & Investment Committee. Hess is a former CFO at multiple public companies in real estate and asset management, bringing deep finance, accounting, and risk oversight expertise; the Board has designated her an “audit committee financial expert.” Current public directorship: AG Mortgage Investment Trust, Inc. (non‑executive Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthStar Asset Management Group & NorthStar Realty Finance Corp. | Chief Financial Officer (public companies and affiliates) | Jul 2011–Jan 2017 | Led finance, accounting, compliance across global asset management and REIT; CFO and Treasurer for non‑public affiliates 2011–2015 |
| H/2 Capital Partners | Chief Financial Officer | Aug 2008–Jun 2011 | CFO for privately-owned real estate credit investor |
| Fortress Investment Group / Newcastle Investment Corp. | Managing Director at Fortress; CFO of Newcastle (NYSE REIT) | Mar 2003–Jul 2008 | Public‑company CFO experience; REIT finance and reporting |
| Goldman Sachs | VP, Principal Finance Group; Manager of Financial Reporting (Finance Division) | Prior to 2003 | Structured finance and financial reporting leadership |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| AG Mortgage Investment Trust, Inc. | Non‑Executive Chair | Current | Chair of Nominating & Corporate Governance; member of Audit and Compensation Committees |
| CenterPoint Properties Trust (private) | Director | Current | Audit Committee Chair; member of Compensation Committee |
| Crombie Real Estate Investment Trust | Director | Former | Former public-company board service |
Board Governance
- Independence: All non‑executive directors, including Hess, are independent under NYSE and SEC rules. The Board specifically reviewed her AG Mortgage affiliation and a related customer relationship and determined it did not impair independence (arms‑length, customary terms, not material) .
- Committee assignments (2024): Audit Committee Chair; Finance & Investment Committee member. Designated an “audit committee financial expert” by the Board .
- Attendance and engagement: The Board held five regular meetings and one special meeting in 2024; each director participated in at least 75% of Board and applicable committee meetings. Audit Committee met eight times in 2024 .
- Governance practices: Independent non‑executive Chair structure; regular executive sessions; robust evaluations; anti‑hedging/anti‑pledging policy; director overboarding limits (no more than two other public company boards) .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees (annual retainer + chair retainer) | 155,000 | Consistent with $125,000 director retainer + $30,000 Audit Chair retainer in effect for 2024 |
| 2025 Board retainer schedule (for reference) | — | Director cash retainer $140,000; Audit Chair retainer $40,000; annual meeting fee policy unchanged |
Performance Compensation
| Equity Vehicle | 2024 Grant | Grant Date | Vesting | Features |
|---|---|---|---|---|
| Time‑based RSUs | $160,000; 5,109 RSUs to each non‑executive director | 2024‑05‑22 | Cliff vest after 1 year (earlier on retirement, death, disability) | Dividend equivalents accrue; RSUs for directors since 2020 convert at vest; prior awards convert at departure |
Directors do not receive performance‑conditioned equity; awards are time‑based RSUs to align with shareholders and preserve independence .
Other Directorships & Interlocks
| External Entity | Nature of Relationship | Potential Interlock/Conflict | Board Determination |
|---|---|---|---|
| AG Mortgage Investment Trust, Inc.; Arc Home LLC (non‑controlling interest owned by AG MIT) | Arc is a Radian MI customer | Counterparty overlap via Hess’s role at AG MIT | Governance Committee concluded independence not impaired (arms‑length terms; size not material; no oversight/compensation tied to relationship) |
Expertise & Qualifications
- Public‑company CFO and REIT finance expertise; extensive banking, finance, real estate asset management background .
- Audit Committee financial expert designation; deep accounting, internal control, and compliance experience .
- Risk management and mortgage/real estate market knowledge; pricing/credit cycle familiarity .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned (3/24/2025) | 21,712 |
| RSUs convertible within 60 days (director awards) | 5,768 |
| Deferred RSUs (director deferral plan) | 18,091 |
| RSUs held at 12/31/2024 (total outstanding director RSUs) | 23,859 |
| Shares outstanding (record date 3/24/2025) | 141,220,430 |
| Ownership as % of shares outstanding (common shares only) | ~0.02% (21,712 / 141,220,430; based on cited figures) |
| Director stock ownership guideline | ≥5× annual cash retainer; all non‑executive directors currently in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy for directors; no pledging permitted |
Governance Assessment
- Positive signals
- Audit Committee Chair and SEC “audit committee financial expert” designation; Audit met 8 times in 2024, indicating robust financial oversight .
- Independent status affirmed despite customer overlap via AG Mortgage/Arc; Board documented rationale and monitoring, reducing conflict risk .
- Strong alignment mechanisms: director equity in RSUs; 5× retainer ownership guideline; anti‑hedging/anti‑pledging; ongoing board evaluations and executive sessions -.
- Compensation alignment (director level)
- 2024 total director comp for Hess of $315,000 (cash $155,000, equity $160,000) is weighted to equity and chair responsibility; 2025 retainer increases reflect market benchmarking and workload (Audit Chair) .
- Shareholder sentiment context
- Say‑on‑pay support in 2024 was ~83%, suggesting generally constructive investor sentiment toward pay practices and governance oversight environment in which Hess serves .
- Monitoring items (not red flags)
- External board role at AG Mortgage with customer link (Arc) is monitored by Governance Committee; deemed arms‑length and not material at present .
No red flags identified related to attendance, pledging/hedging, related‑party transactions, or pay anomalies in director compensation disclosures for Hess .