Fawad Ahmad
RADIAN GROUPAbout Fawad Ahmad
Independent director at Radian Group Inc. (RDN); age 49; director since February 2023; currently serves on the Governance and Risk Committees. Background spans senior digital, data, and transformation leadership across insurance, e‑commerce, and retail; joined ADT Inc. as EVP, Chief Operating and Customer Officer in April 2025; previously SVP/Chief Strategy & Transformation Officer and earlier Chief Digital Officer at State Farm, with prior leadership roles at Staples (GM, Global Omnichannel Product & Strategy) and eBay (GM, North America Core Shipping Platform) . All directors other than the CEO are independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Farm | SVP, Chief Strategy & Transformation Officer; previously Chief Digital Officer; VP roles in Digital and Enterprise Technology – Customer Experience | 2016–Mar 2025 | Led enterprise digital transformation and strategy initiatives |
| Staples Inc. | GM, Global Omnichannel Product & Strategy | 2013–2016 | Omnichannel product and strategy leadership |
| eBay Inc. | GM, North America Core Shipping Platform | Not disclosed (prior to 2013) | Ran strategy, operations, partnerships for shipping platform |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| ADT Inc. (ADT) | EVP, Chief Operating and Customer Officer | Apr 2025 | Executive role (not a directorship) |
Board Governance
- Committees: Governance and Risk .
- Committee activity (2024): Governance met 5x; Risk met 4x; Audit met 8x; CHCM met 6x; Finance & Investment met 4x .
- Attendance/engagement: Board held 5 regular and 1 special meeting in 2024; each director participated in at least 75% of Board and committee meetings; all director nominees serving last year attended the 2024 annual meeting .
- Independence: All directors except the CEO are independent; Board reviewed related relationships and found no impairments; no specific related‑party issues disclosed for Ahmad .
- Leadership/structure: Independent Non‑executive Chairman; regular executive sessions of independent directors; dedicated standing Risk Committee for ERM oversight .
- 2025 shareholder vote signal: Ahmad received 110,930,142 For; 3,192,415 Against; 114,556 Abstain in director elections (strong support) .
Fixed Compensation (Director)
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (non‑executive directors) | $125,000 | $140,000 (effective Jan 1, 2025) |
| Committee chair fees (not applicable to Ahmad) | Audit $30k; Risk $30k; others $25k | Audit $40k; Risk $40k; others $25k |
| Board meeting fee (if threshold exceeded) | $5,000 (only if >7 meetings) | $5,000 (only if >7 meetings) |
Director 2024 compensation for Ahmad: Cash $125,000; Stock awards $160,000; Total $285,000 .
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|---|
| Annual director equity (2024) | May 22, 2024 | Time‑based RSUs | 5,109 | $160,000 (at $31.32/RSU) | Vest in full one year from grant; dividend equivalents accrue; converts to shares at vest |
| Annual director equity (2025) | May 21, 2025 | Time‑based RSUs | 4,837 | Not disclosed in proxy; Form 4 reported units | Time‑based; vest May 15, 2026; each RSU = 1 common share; dividend equivalents per plan |
- Director equity program: Annual equity typically time‑based RSUs; since 2020, RSUs convert to shares at vest; director ownership guideline = 5x annual cash retainer; dividend equivalents accrued and paid at vest; directors may defer equity/cash under the director deferred comp plan .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ahmad .
- Potential interlocks/related parties: Radian disclosed certain director/customer overlaps for other directors; none cited for Ahmad; Governance Committee applies related‑party policy to pre‑clear/oversee any such transactions .
Expertise & Qualifications
- Skills matrix: CEO/C‑suite, Information/Digital Technology, Insurance/Reinsurance, Operations .
- Board value‑add: Brings live, cross‑industry digital transformation experience to support Radian’s strategy in mortgage/real‑estate tech and data .
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Fawad Ahmad | 10,994 shares (<1% of class) | Includes 5,109 RSUs convertible within 60 days (May 2025 grant); balances as of March 24, 2025 |
| Stock ownership policy | Directors must hold ≥5x annual cash retainer; all independent directors currently in compliance | Policy in effect; compliance stated |
| Hedging/pledging | Prohibited for directors (anti‑hedging and anti‑pledging policy) | Short sales, options, pledging restricted |
Governance Assessment
-
Strengths for investor confidence:
- Independent director on two high‑leverage committees (Risk and Governance), aligning with ERM, cyber/data oversight, and board succession/governance processes .
- Strong shareholder support in 2025 director election; Board structure with independent chair and regular executive sessions; robust related‑party, anti‑hedging/pledging, and clawback frameworks (clawback applies to executives) .
- Attendance and engagement: Board and committees active in 2024; company reports ≥75% attendance for all directors and annual meeting participation by all nominees serving last year .
-
Compensation/Alignment:
- Director pay mix balanced between cash retainer and at‑risk equity RSUs; 2024: $125k cash + $160k RSUs; 2025 cash retainer increased to $140k to reflect workload/benchmarks; ongoing director stock ownership requirement supports alignment .
-
Potential risks/red flags:
- Time commitments: Ahmad holds a full‑time executive role at ADT; company has overboarding and time‑commitment expectations (limit of ≤2 other public boards; ≥75% attendance met by all directors in 2024), mitigating concerns; no per‑director attendance shortfall disclosed .
- Related‑party/transactions: None disclosed for Ahmad; company policy requires Governance Committee pre‑approval of any related‑party transactions; anti‑hedging/pledging policy reduces alignment risks .
-
Shareholder feedback context:
- 2024 say‑on‑pay approval ~83%, suggesting broad support for compensation practices and oversight; Board enhanced disclosure and maintained performance‑weighted programs (context for governance quality) .
Insider Transactions (Director)
| Date | Type | Security | Amount/Price | Notes |
|---|---|---|---|---|
| May 21, 2025 (filed May 23, 2025) | A (grant) | Time‑based RSUs | 4,837 units; price $0 (RSU) | Annual non‑employee director award; vests May 15, 2026; 1 RSU = 1 share; reported by power of attorney on Form 4 |
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $125,000 |
| Stock Awards (grant‑date fair value) | $160,000 |
| Total | $285,000 |
2024 director equity award: 5,109 RSUs at $31.32 grant‑date fair value per unit (vests one year post‑grant; dividend equivalents accrue) .
Key Policies Affecting Governance Quality
- Anti‑hedging/anti‑pledging policy prohibits short sales, options, and pledging for directors and employees .
- Related‑party transaction policy requires Governance Committee approval; must be arm’s‑length and not create conflicts .
- Director independence annually assessed; all non‑executive directors deemed independent .
- Stock ownership guidelines: Directors ≥5x cash retainer; executives have separate robust ownership/holding requirements .
Appendix: Committee Assignments Snapshot
| Committee | Members (incl. Ahmad) | 2024 Meetings | Focus Areas |
|---|---|---|---|
| Governance | Noel J. Spiegel (Chair), F. Ahmad, B. Conner, L. Hess, B. Montgomery | 5 | Board/committee assessments, succession, governance policies, shareholder engagement |
| Risk | Brad Conner (Chair), F. Ahmad, L. Hess, B. Montgomery, G. Serio | 4 | ERM oversight; risk‑taking businesses; info security/cyber; counterparty; business continuity |