Howard Culang
RADIAN GROUPAbout Howard B. Culang
Independent Non‑executive Chairman of Radian Group Inc.; age 78; director since June 1999. He led RDN’s Board Risk Committee for 17 years before becoming Non‑executive Chairman in December 2021, bringing deep mortgage credit, real estate services, and risk management expertise, plus current exposure to AI software as a director of Phase Change Software, LLC (private) . The Board has determined Culang is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Home Mortgage Company / Residential Services Corporation of America | Managing Director; Executive Committee member; Vice Chairman (RSCA) | 1985–2005 | Senior mortgage credit and real estate services leadership across lending, servicing, and operations |
| Citibank, N.A. | Senior Credit Officer | Not disclosed (prior to 1985) | Bank credit leadership and risk oversight |
| Laurel Corporation | President | 1996–2011 | Financial services leadership and operations |
| JH Capital Management LLC | Managing Member (PE fund manager) | 1998–2010 | Private equity governance; portfolio oversight |
| Cognitive Capital Management LLC | Managing Member (fund of hedge funds manager) | 2001–2005 | Investment governance; risk/operations |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Phase Change Software, LLC (formerly ioSemantics) | Director | Current | Privately‑owned AI software company |
Board Governance
- Role: Independent Non‑executive Chairman; sets Board agendas and presides over meetings, separate from CEO role to enhance independent oversight . Previously Chair of RDN’s Risk Committee for 17 years .
- Committee assignments: Not listed as a voting member of standing committees in 2024; current committee chairs are Risk (Conner), Audit (Debra Hess), Finance & Investment (Mumford), Governance (Spiegel), CHCM (Leyden) .
- Board activity: 5 regular Board meetings plus 1 special meeting in 2024; independent directors met in executive session at each regular meeting and frequently at specials; all directors attended ≥75% of Board and committee meetings; director nominees are expected to attend annual meeting and did so in 2024 .
- Independence: Board concluded all non‑executive directors, including Culang, are independent under NYSE/SEC rules; no material related‑party relationships for Culang disclosed .
- Policies: Anti‑hedging and anti‑pledging for directors and employees; transactions like short sales, puts/calls, margin accounts, and pledging are prohibited .
- Ownership requirements: Directors must hold equity equal to ≥5x annual cash retainer within 5 years; as of the report, each non‑exec director is in compliance .
- Say‑on‑pay signal: 2024 advisory vote approval ~83% of votes cast, indicating broad investor support for pay practices .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual cash retainer – Non‑executive Chairman (program) | $225,000 | $240,000 |
| Board meeting fee (paid only if meetings exceed threshold) | Not triggered in 2024 | $5,000 per excess meeting if applicable |
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual equity grant (RSUs) – Non‑executive Chairman | 8,781 RSUs; $275,000 grant date fair value | $285,000 grant date fair value (units not disclosed) |
| Vesting | RSUs vest in full 1 year from grant or earlier upon retirement/death/disability | Same program framework |
| Conversion | Since 2020, director RSUs convert to shares at vesting; older RSUs/phantom shares generally convert upon Board departure | |
| Dividend equivalents | Credited; paid in cash at vest; forfeited if award forfeited | |
| Director ownership guideline | ≥5x annual cash retainer; compliance status: in compliance |
Other Directorships & Interlocks
| Entity | Type | Relationship to RDN | Notes |
|---|---|---|---|
| None disclosed for Culang | — | — | Governance Committee reviewed independence; no material relationships reported for Culang |
Expertise & Qualifications
- Mortgage/real estate operations, risk management, and executive leadership in major lenders and real estate services firms .
- Digital/technology insights via board service in an AI software company .
- Deep institutional knowledge of RDN through multiple housing/credit cycles; prior 17‑year Risk Committee chair .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 259,501 | As of March 24, 2025; sole voting/dispositive power unless otherwise noted |
| Percent of class | <1% | Based on 141,220,430 shares outstanding |
| RSUs outstanding | 182,255 | Vested RSUs that convert upon departure; 2024 award of 8,781 RSUs granted |
| Phantom shares | 69,196 | Vested; convert to common upon departure (proxy also references 68,633 in director RSU table) |
| Hedging/pledging | Prohibited by policy | Short sales, derivatives, pledging, and margin accounts barred |
| Section 16(a) compliance | All timely filings in 2024 | No delinquent reports noted |
Insider Trades and Filings
| Year | Form 4 Filings Listed | Section 16(a) Status |
|---|---|---|
| 2024 | Not itemized in proxy | All required filings made on time |
Governance Assessment
- Strengths: Independent Chair structure; frequent executive sessions; dedicated Risk Committee; robust ERM coordination across committees; strong anti‑hedging/pledging; rigorous director stock ownership guidelines; annual Board/committee/individual director evaluations; majority voting with resignation policy in uncontested elections .
- Alignment signals: Significant director equity grants; conversion and vesting structures that defer value; dividend equivalents only at vest; ownership requirement ≥5x retainer; all directors compliant .
- Potential flags to monitor: Long tenure (since 1999) can raise refreshment concerns, though Board shows active succession planning with multiple new independent appointments since 2019 and continued refresh in 2025 . No related‑party or interlock issues disclosed for Culang; independence affirmed .
- Investor sentiment: Strong say‑on‑pay support (~83%) suggests no widespread governance/pay concerns presently .