Noel Spiegel
RADIAN GROUPAbout Noel J. Spiegel
Noel J. Spiegel is an independent director of Radian Group Inc. (RDN), age 77, who has served on the board since February 2011. He chairs the Governance Committee and serves on the Compensation & Human Capital Management (CHCM) Committee, bringing deep governance, audit, and financial reporting expertise from his 40+ year career as a partner at Deloitte, where he held multiple senior management roles; he was named to the 2020 NACD Directorship 100 for boardroom leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; Deputy Managing Partner; Executive Committee member; led Transaction Assurance, Global Offerings & IFRS, TMT (Northeast), and Audit Operations (NY) | 1969–2010 | Oversaw major audit and assurance practices, global offerings, IFRS, and sector leadership; extensive financial reporting and governance experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Eagle Outfitters, Inc. | Lead Independent Director; Audit Committee Chair; Nominating & Governance Committee member | Current | Leads board independence; oversees audit quality and governance at a public retailer. |
| Vringo, Inc. | Director (former) | Prior | Former public company board service (technology/licensing). |
| vTv Therapeutics, Inc. | Director (former) | Prior | Former public company board service (biopharma). |
| NACD (Recognition) | NACD Directorship 100 | 2020 | Recognized among top U.S. directors for governance impact. |
Board Governance
- Committee assignments: Governance (Chair) and CHCM Committee member. Governance met five times in 2024; CHCM met six times.
- Independence: The board determined all non-executive directors, including Spiegel, are independent under NYSE and SEC rules; no material relationships beyond board compensation.
- Attendance: The board held five regular meetings and one special meeting in 2024; each director attended at least 75% of board and committee meetings.
- Executive sessions: Independent directors meet in executive session with each regularly scheduled board meeting.
- Board leadership: Separate independent Non-executive Chairman (Howard B. Culang) supports objective oversight.
- Overboarding policy: Directors limited to no more than two other public boards; Spiegel’s current external service (AEO) complies.
Fixed Compensation
| Component | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Annual cash retainer (non-exec directors) | $125,000 | $140,000 | Paid quarterly. |
| Committee chair – Governance | $25,000 | $25,000 | Spiegel is Governance Chair. |
| Board meeting fee (excess meetings) | $5,000 (only if >7 meetings) | $5,000 | No fees paid in 2024. |
| Annual equity (non-exec directors) | $160,000 grant-date fair value | $160,000 | RSUs time-based; 1-year vest. |
| Spiegel – Fees earned (2024) | $148,750 | — | Actual 2024 cash received. |
| 2024 Equity Grant Detail (Spiegel) | Value |
|---|---|
| RSUs granted May 22, 2024 | 5,109 RSUs @ $31.32 grant-date fair value per RSU; total $160,000 |
| Vesting | One year from grant; convertible at vest. |
Performance Compensation
- Director equity is time-based RSUs without performance conditions; dividend equivalents accrue and are paid at vesting; conversion policies differ for legacy vs. post-2020 awards. No director performance metrics apply to Spiegel’s compensation.
Other Directorships & Interlocks
| Company | Relationship to Radian | Interlock/Conflict Review |
|---|---|---|
| American Eagle Outfitters | Unrelated retailer | No related-party transactions disclosed; independence affirmed. |
| CHCM Committee composition | Spiegel served with Leyden (Chair), Lisa Hess, Conner | Committee interlocks: none had relationships requiring Item 404 disclosure in 2024. |
Expertise & Qualifications
- Financial reporting and audit oversight from senior Deloitte leadership; deep governance and risk management experience.
- Current governance leadership at a public company (AEO): audit chair, nominating & governance member.
- Recognized by NACD Directorship 100, reinforcing governance credibility.
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 154,649; <1% of class (141,220,430 shares outstanding) |
| Spousal holdings (disclaimed) | 10,004 included; Spiegel disclaims beneficial ownership of spouse’s shares |
| RSUs outstanding (director) | 124,637 RSUs as of Dec 31, 2024 |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging of Radian stock; applies to directors. |
| Director ownership guideline | At least 5x annual cash retainer; all non-exec directors currently in compliance. |
Governance Assessment
- Strengths: Governance Committee Chair with clear remit over board evaluations, succession, governance standards, and related-party oversight; strong independence; adherence to anti-hedging/pledging; robust director ownership guidelines in compliance; recognized external governance credentials.
- Engagement/attendance: Board and committee cadence with consistent executive sessions; minimum 75% attendance achieved (board-wide).
- Compensation alignment: Director pay mix balanced with cash retainer and annual RSUs; 2025 increases reflect workload while maintaining equity alignment; no problematic perks disclosed.
- Conflicts: No related-party transactions or independence impairments disclosed for Spiegel; CHCM interlocks free of Item 404 concerns.
- Potential watch items: Tenure length (since 2011) increases continuity but warrants ongoing refresh assessment; board succession and refresh processes are active.