Jed Rhoads
RADIAN GROUPAbout Jed Rhoads
Rhoads is an independent director of Radian Group Inc. (RDN), appointed in February 2025; age 66, with more than 40 years of global reinsurance leadership including President and Chief Underwriting Officer of Markel’s Global Reinsurance Division (2015–2022) . Education reported externally includes a BA from Beloit College (Kemper Scholar) and completion of Wharton’s Insurance Executive Development Program . He brings deep risk management, underwriting, and operations expertise aligned to Radian’s core mortgage and insurance activities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Markel Corporation | President & Chief Underwriting Officer, Global Reinsurance Division | 2015–2022 | Oversaw >25 reinsurance lines, including mortgage; global underwriting and risk leadership |
| Markel (Global Reinsurance Division) | President, Property Reinsurance | 2013–2015 | Led property reinsurance; global portfolio responsibilities |
| Alterra Capital Holdings Ltd. | President & Chief Underwriting Officer, Property; Managing Director | ~2008–2012 | Senior underwriting leadership prior to Markel acquisition |
| Harbor Point Re Bermuda | Senior positions | n/d | Senior underwriting/executive roles |
| Chubb Re Bermuda | Senior positions | n/d | Senior underwriting/executive roles |
| Overseas Partners Limited | Executive Vice President of Reinsurance; Chief Underwriting Officer | n/d | Enterprise underwriting leadership |
| Stockton Reinsurance Bermuda | Principal and Underwriter | n/d | Underwriting and company building |
External Roles
- Current public company directorships: None disclosed in the proxy .
- Private/industry roles noted historically only (see Past Roles) .
Board Governance
- Independence: Board determined all non-CEO directors, including Rhoads, are independent under NYSE and SEC rules, with no material related person transactions identified for him .
- Committee assignments: None initially; as part of orientation he is expected to attend all committee meetings for the first two quarters following his February 2025 appointment, with the Board expecting to appoint him to at least one standing committee later in 2025 .
- Board activity and engagement: The Board held five regular and one special meeting in 2024; independent directors meet in executive session in connection with each regular meeting and frequently with special meetings. Each director participated in at least 75% of applicable 2024 meetings (Rhoads joined in 2025) .
- Risk oversight: Dedicated Risk Committee coordinates enterprise risk management (ERM) with other committees (Audit, CHCM, Finance & Investment, Governance) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Non‑executive directors) | $140,000 | Effective Jan 1, 2025 |
| Committee chair – Audit | $40,000 | Effective Jan 1, 2025 |
| Committee chair – Risk | $40,000 | Effective Jan 1, 2025 |
| Committee chair – Governance | $25,000 | Effective Jan 1, 2025 |
| Committee chair – Finance & Investment | $25,000 | Effective Jan 1, 2025 |
| Board meeting fee (excess meetings) | $5,000 per meeting | Paid for meetings above threshold (in excess of 7 in 2024/2025) |
Performance Compensation
| Equity Element | Detail | Vesting / Timing | Amount |
|---|---|---|---|
| Annual RSU grant (Non‑exec directors) | Time‑based RSUs; annual grant date fair value $160,000 | RSUs vest 1 year from grant (or earlier upon retirement, death, disability); since 2020, RSUs convert to shares at vesting | $160,000 |
| Pro‑rated RSU grant for new director | Pro‑rated equity award upon joining; Rhoads received RSUs upon Feb 2025 appointment | RSUs scheduled to vest and convert alongside 2025 cycle; 1,315 shares expected within 60 days of Mar 24, 2025 (May 2025) | 1,315 RSUs/shares |
| Dividend equivalents on RSUs | Accrue on unvested RSUs; paid in cash at vest; subject to same vesting/forfeiture terms | Not paid before vesting | n/a |
- Deferred compensation: Directors may defer cash fees and shares underlying equity awards (including accrued dividends) under a voluntary plan .
- Anti-hedging/pledging: Company policy prohibits hedging, short sales, buying/selling puts/calls, and pledging or margin accounts for Radian securities by directors .
- Clawbacks: Company highlights robust compensation clawback policy (broader than legal minimums) as part of pay governance; applies to executive compensation programs .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock / Business Tie | Independence Assessment |
|---|---|---|---|
| None disclosed | — | — | Rhoads’ independence affirmed; proxy details interlocks for other directors only (USAA, Arc Home via AG MIT, Ellington Financial originators), none for Rhoads |
Expertise & Qualifications
- 40+ years in reinsurance, global underwriting leadership, and risk management across property, catastrophe, mortgage and specialty lines .
- Financial and operational leadership, CEO/C-suite experience, and risk management competencies recognized on Radian’s skills matrix .
- Education: BA Beloit College (Kemper Scholar); Insurance Executive Development Program at Wharton .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Class | Components / Notes |
|---|---|---|---|
| Jed Rhoads | 1,315 | <1% | Includes RSUs convertible into shares within 60 days of Mar 24, 2025 (expected May 2025). New director; received pro‑rated RSU award upon appointment . |
| Directors’ stock ownership guideline | 5× annual cash retainer | n/a | Directors must hold equity equal to ≥5× annual cash retainer; compliance period = 5 years from joining; proxy states all non‑exec directors currently in compliance, giving effect to the compliance period . |
| Anti‑pledging / anti‑hedging | Prohibited | n/a | Insider Trading Policy prohibits hedging and pledging RDN securities . |
Governance Assessment
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Board effectiveness and fit: Rhoads’ reinsurance and risk expertise directly complements RDN’s risk‑taking businesses (mortgage insurance, title) and the Board’s dedicated Risk Committee oversight, supporting investor confidence in credit-cycle navigation .
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Independence and conflicts: No related‑party transactions or customer interlocks disclosed for Rhoads; independence affirmed under NYSE/SEC standards—reduces conflict risk .
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Compensation and alignment: Director pay structure (greater equity mix, dividend equivalents, 5× ownership guideline, anti‑hedging/pledging) aligns incentives with long‑term shareholder value; Rhoads’ initial holdings are modest due to recent appointment but RSUs vest and convert promptly in 2025; five‑year path to guideline compliance mitigates near‑term “skin‑in‑the‑game” concerns .
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Engagement signals: Orientation requiring attendance at all committee meetings for two quarters and planned committee assignment later in 2025 indicate active integration and engagement; Board holds regular executive sessions of independent directors .
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Shareholder feedback: Company’s 2024 say‑on‑pay passed with ~83% support, indicating broad acceptance of compensation governance practices (context for overall governance quality) .
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RED FLAGS: None disclosed specific to Rhoads (no related‑party transactions, pledging/hedging not permitted). Watchpoints: pending committee assignment (execution in H2 2025), and ramp toward ownership guideline given recent start; monitor any future reinsurance counterparties for potential perceived conflicts given his background, though the Governance Committee screens related person transactions rigorously .