Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Pay vs Performance [Table Text Block] |
|
| Year | |
Summary Compensation Table Total for CEO(1)
($) | | |
Compensation Actually Paid to CEO(2)
($) | | |
Compensation Table Total for non-CEO NEOs(1)
($) | | |
Compensation Actually Paid to non-CEO NEOs(2)
($) | | |
Total
Shareholder Return(3)($) | | |
Peer Group Total Shareholder Return(4)
($) | | |
Net Income(5)
($MM) | | |
Adjusted Pre-Tax Return On Equity
(ROE)(6) | |
| | |
| | |
| | |
Average
Summary | | |
Average | | |
Value
of Initial Fixed $100 Investment Based On | | |
| | |
| |
| Year | |
Summary Compensation Table Total for CEO(1)
($) | | |
Compensation Actually Paid to CEO(2)
($) | | |
Compensation Table Total for non-CEO NEOs(1)
($) | | |
Compensation Actually Paid to non-CEO NEOs(2)
($) | | |
Total
Shareholder Return(3)($) | | |
Peer Group Total Shareholder Return(4)
($) | | |
Net Income(5)
($MM) | | |
Adjusted Pre-Tax Return On Equity
(ROE)(6) | |
| 2024 | |
| 8,448,459 | | |
| 8,656,685 | | |
| 2,090,175 | | |
| 2,064,075 | | |
| 149 | | |
| 160 | | |
| 33.4 | | |
| 20 | % |
| 2023 | |
| 8,153,781 | | |
| 4,818,659 | | |
| 2,345,570 | | |
| 1,622,072 | | |
| 150 | | |
| 133 | | |
| (63.7 | ) | |
| 10 | % |
| 2022 | |
| 6,029,718 | | |
| 2,722,635 | | |
| 1,739,912 | | |
| 1,223,474 | | |
| 149 | | |
| 103 | | |
| 25.7 | | |
| (17 | )% |
| 2021 | |
| 6,627,653 | | |
| 10,670,774 | | |
| 1,644,825 | | |
| 1,837,428 | | |
| 195 | | |
| 124 | | |
| 18.1 | | |
| 12 | % |
| 2020 | |
| 4,587,915 | | |
| 9,451,692 | | |
| 1,511,467 | | |
| 2,283,997 | | |
| 141 | | |
| 105 | | |
| (40.2 | ) | |
| 11 | % |
|
|
|
|
|
| Company Selected Measure Name |
|
Adjusted
Pre-Tax Return On Equity (ROE)
|
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
| (1) | The
dollar amounts reported are the amounts of total compensation reported for each corresponding
year in the “Total” column of the Summary Compensation Table (below for 2024)
for our CEO and non-CEO NEOs as a group. Our CEO was Glen Messina. Our NEOs for each applicable
year were as follows: (i) for 2024, Scott W. Anderson, Sean B. O’Neil, Aaron Wade and
Dennis Zeleny, (ii) for 2023, Scott W. Anderson, George T. Henley, Sean B. O’Neil and
Dennis Zeleny, (iii) for 2022, Scott W. Anderson, George T. Henley, Sean B. O’Neil,
Dennis Zeleny, June C. Campbell and Albert J. Celini; (iv) for 2021, Scott W. Anderson, June
C. Campbell, George T. Henley, Dennis Zeleny and Timothy J. Yanoti; and (v) for 2020, Scott
W. Anderson, John V. Britti, June C. Campbell and Dennis Zeleny. |
|
(2) | The
dollar amounts reported as “compensation actually paid” do not reflect the actual
amount of compensation earned by or paid to our CEO and non-CEO NEOs as a group during the
applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the
following adjustments were made to total compensation for each year to determine the “compensation
actually paid”: |
| (3) | Cumulative
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement
period, assuming dividend reinvestment, and the difference between the Company’s share
price at the end and the beginning of the measurement period by the Company’s share
price at the beginning of the measurement period. |
| (4) | Cumulative
TSR performance of our peer group is weighted by their respective market capitalization as
of December 31, 2019. Our peer group is the same peer group described below in “Role
of Compensation Committee”. Current peer group companies Guild Holdings Company, loanDepot
and UWM Holdings are not included in the weighted average cumulative TSR calculation because
they were publicly listed after the beginning of the five-year measurement period. Similarly,
cumulative TSR performance of companies used in our peer group used in 2021-2023 who have
since been delisted are not included in the weighted average cumulative TSR calculation,
including Home Point Capital. Peer Group Total Shareholder Return values for our peer group
used in 2021-2023 would be $155, $134, $105, $125, and $102 for 2024, 2023, 2022, 2021 and
2020, respectively. We revise our peer group from time to time to accommodate mergers and
acquisitions activity within the previous peer group and the evolution of our business model,
and to better reflect peers subject to similar regulatory oversight for performance and business
practice benchmarking. |
| (5) | The
dollar amounts reported represent the amount of net income (loss) reflected in the Company’s
audited financial statements for the applicable year. |
| (6) | Adjusted
Pre-Tax Return On Equity (ROE) is calculated as adjusted pre-tax income divided by the average
of beginning common equity and the beginning common equity plus adjusted pre-tax income.
For a discussion of how we measure adjusted pre-tax income and a reconciliation to financial
measures prepared under GAAP, please see our Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 13, 2025. |
|
|
|
|
|
| Peer Group Issuers, Footnote [Text Block] |
|
Cumulative
TSR performance of our peer group is weighted by their respective market capitalization as
of December 31, 2019. Our peer group is the same peer group described below in “Role
of Compensation Committee”. Current peer group companies Guild Holdings Company, loanDepot
and UWM Holdings are not included in the weighted average cumulative TSR calculation because
they were publicly listed after the beginning of the five-year measurement period. Similarly,
cumulative TSR performance of companies used in our peer group used in 2021-2023 who have
since been delisted are not included in the weighted average cumulative TSR calculation,
including Home Point Capital. Peer Group Total Shareholder Return values for our peer group
used in 2021-2023 would be $155, $134, $105, $125, and $102 for 2024, 2023, 2022, 2021 and
2020, respectively. We revise our peer group from time to time to accommodate mergers and
acquisitions activity within the previous peer group and the evolution of our business model,
and to better reflect peers subject to similar regulatory oversight for performance and business
practice benchmarking.
|
|
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 8,448,459
|
$ 8,153,781
|
$ 6,029,718
|
$ 6,627,653
|
$ 4,587,915
|
| PEO Actually Paid Compensation Amount |
[2] |
$ 8,656,685
|
4,818,659
|
2,722,635
|
10,670,774
|
9,451,692
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
| Executive(s) | |
Year | | |
Reported
Summary Compensation Table Total ($) | | |
Reported
Value
of Equity Awards ($) | | |
Equity
Award Adjustments(a) ($) | | |
Compensation
Actually Paid ($) | |
| CEO | |
2024 | | |
| 8,448,459 | | |
| (4,636,793 | ) | |
| 4,845,019 | | |
| 8,656,685 | |
| | |
2023 | | |
| 8,153,781 | | |
| (5,563,820 | ) | |
| 2,228,698 | | |
| 4,818,659 | |
| | |
2022 | | |
| 6,029,718 | | |
| (4,233,065 | ) | |
| 925,981 | | |
| 2,722,635 | |
| | |
2021 | | |
| 6,627,653 | | |
| (3,914,160 | ) | |
| 7,957,281 | | |
| 10,670,774 | |
| | |
2020 | | |
| 4,587,915 | | |
| (1,316,250 | ) | |
| 6,180,028 | | |
| 9,451,692 | |
| Average
of Non-CEO NEOs | |
2024 | | |
| 2,090,175 | | |
| (679,588 | ) | |
| 653,489 | | |
| 2,064,075 | |
| | |
2023 | | |
| 2,345,570 | | |
| (1,034,798 | ) | |
| 311,300 | | |
| 1,622,072 | |
| | |
2022 | | |
| 1,739,912 | | |
| (692,544 | ) | |
| 176,106 | | |
| 1,223,474 | |
| | |
2021 | | |
| 1,644,825 | | |
| (406,315 | ) | |
| 598,919 | | |
| 1,837,428 | |
| | |
2020 | | |
| 1,511,467 | | |
| (321,086 | ) | |
| 1,093,616 | | |
| 2,283,997 | |
| (a) | The
equity award adjustments for each applicable year include the addition (or subtraction, as
applicable) of the following: (i) the year-end fair value of any equity awards granted in
the applicable year that are outstanding and unvested as of the end of the year; (ii) the
amount of change as of the end of the applicable year (from the end of the prior fiscal year)
in fair value of any awards granted in prior years that are outstanding and unvested as of
the end of the applicable year; (iii) for awards that are granted and vest in the same applicable
year, the fair value as of the vesting date; (iv) for awards granted in prior years that
vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years
that are determined to fail to meet the applicable vesting conditions during the applicable
year, the amount equal to the fair value at the end of the prior fiscal year. The valuation
assumptions used to calculate fair values did not materially differ from those disclosed
at the time of grant. The amounts deducted or added in calculating the equity award adjustments
are as follows (adjustments for pension or dividend payments are not covered, as the Company
does not have supplemental executive requirement plans and does not pay dividends on equity
awards, and due to rounding, the calculated final value of the numbers shown in the following
table may not be the precise values reported above). |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 2,090,175
|
2,345,570
|
1,739,912
|
1,644,825
|
1,511,467
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
$ 2,064,075
|
1,622,072
|
1,223,474
|
1,837,428
|
2,283,997
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
| ● | Cumulative
Company TSR and Compensation Actually Paid: In 2020 and 2021, increases to our share price
contributed to higher compensation actually paid values versus the Summary Compensation Table
value. In 2022, the 23% decrease to our year-end closing share price, plus the forfeiture
of our 2019 performance-restricted stock units due to unattained metrics, resulted in a significant
reduction in compensation actually paid compared to 2021. In 2023, the above-target achievement
of our 2020 performance-restricted stock units resulted in an increase to compensation actually
paid compared to 2022. In 2024, the above-target achievement of our 2024 Annual Incentive
Plan and 2021 performance-restricted stock units resulted in an increase to compensation
actually paid compared to 2023. |
|
|
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
| ● | Net
Income and Compensation Actually Paid: Net Income was a metric included in our AIP scorecard
each of the last five years. Performance was determined based on a percentage of target achieved
in each respective year and reflected in final payout amounts. |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
| ● | ROE
and Compensation Actually Paid: Return on Equity was a metric included in our AIP scorecard
in each of the last four years. Performance was determined based on a percentage of target
achieved in each respective year and reflected in final payout amounts. |
|
|
|
|
|
| Total Shareholder Return Vs Peer Group [Text Block] |
|
| ● | Cumulative
Company TSR and Cumulative Peer Group TSR: Our cumulative total shareholder return had been
higher than our compensation benchmarking peer group average in the four years prior to 2024,
before falling 7% below average in 2024. However, as described below in “2024 Long-Term
Incentive (LTIP) Awards”, our LTIP awards use a different peer group as the comparator
for relative TSR performance, including competitors in the mortgage finance industry and
mortgage real estate investment trusts. Performance against this peer group has been largely
above target, as described below in “Performance Results of Long-Term Incentive Awards”
and has rewarded our executives accordingly. |
|
|
|
|
|
| Total Shareholder Return Amount |
[3] |
$ 149
|
150
|
149
|
195
|
141
|
| Peer Group Total Shareholder Return Amount |
[4] |
160
|
133
|
103
|
124
|
105
|
| Net Income (Loss) Attributable to Parent |
[5] |
$ 33,400,000
|
$ (63,700,000)
|
$ 25,700,000
|
$ 18,100,000
|
$ (40,200,000)
|
| Company Selected Measure Amount |
[6] |
20
|
10
|
(17)
|
12
|
11
|
| PEO Name |
|
Glen Messina
|
Glen Messina
|
Glen Messina
|
Glen Messina
|
Glen Messina
|
| Additional 402(v) Disclosure [Text Block] |
|
With
our focus on long-term performance, we do not specifically align our performance measures with “compensation actually paid”.
Nonetheless, in accordance with Item 402(v) of Regulation S-K, below are the relationships between compensation actually paid to the
financial measures presented above:
|
|
|
|
|
| Equity Awards Adjustments, Footnote [Text Block] |
|
| Executive(s) | |
Year | | |
Year
End Fair Value of Equity Awards Granted in the Year ($) | | |
Year
over Year Change in Fair Value of Prior Year Outstanding and Unvested Equity Awards ($) | | |
Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | |
Year
over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the
Year ($) | | |
Fair
Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions
in the Year ($) | | |
Total
Equity Award Adjustments ($) | |
| CEO | |
2024 | | |
| 5,610,382 | | |
| 219,222 | | |
| — | | |
| (620,838 | ) | |
| (363,747 | ) | |
| 4,845,019 | |
| | |
2023 | | |
| 4,955,391 | | |
| (402,504 | ) | |
| — | | |
| (2,324,188 | ) | |
| — | | |
| 2,228,698 | |
| | |
2022 | | |
| 5,778,644 | | |
| (2,581,410 | ) | |
| — | | |
| (864,643 | ) | |
| (1,406,610 | ) | |
| 925,981 | |
| | |
2021 | | |
| 5,873,834 | | |
| 2,146,897 | | |
| — | | |
| (42,840 | ) | |
| (20,610 | ) | |
| 7,957,281 | |
| | |
2020 | | |
| 5,483,250 | | |
| 795,627 | | |
| — | | |
| (93,059 | ) | |
| (5,790 | ) | |
| 6,180,028 | |
| Average of Non-CEO NEOs | |
2024 | | |
| 818,633 | | |
| 15,428 | | |
| — | | |
| (68,214 | ) | |
| (112,358 | ) | |
| 653,489 | |
| | |
2023 | | |
| 731,721 | | |
| (257,444 | ) | |
| 56,560 | | |
| (134,341 | ) | |
| (85,196 | ) | |
| 311,300 | |
| | |
2022 | | |
| 783,097 | | |
| (120,491 | ) | |
| 6,852 | | |
| (133,625 | ) | |
| (359,728 | ) | |
| 176,106 | |
| | |
2021 | | |
| 598,919 | | |
| 281,960 | | |
| — | | |
| (6,938 | ) | |
| (275,022 | ) | |
| 598,919 | |
| | |
2020 | | |
| 1,027,903 | | |
| 81,250 | | |
| — | | |
| (10,969 | ) | |
| (4,568 | ) | |
| 1,093,616 | |
|
|
|
|
|
| PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (4,636,793)
|
$ (5,563,820)
|
$ (4,233,065)
|
$ (3,914,160)
|
$ (1,316,250)
|
| PEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[7] |
4,845,019
|
2,228,698
|
925,981
|
7,957,281
|
6,180,028
|
| PEO [Member] | Year End Fair Value of Equity Awards Granted in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
5,610,382
|
4,955,391
|
5,778,644
|
5,873,834
|
5,483,250
|
| PEO [Member] | Year over Year Change in Fair Value of Prior Year Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
219,222
|
(402,504)
|
(2,581,410)
|
2,146,897
|
795,627
|
| PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(620,838)
|
(2,324,188)
|
(864,643)
|
(42,840)
|
(93,059)
|
| PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(363,747)
|
|
(1,406,610)
|
(20,610)
|
(5,790)
|
| PEO [Member] | Total Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
4,845,019
|
2,228,698
|
925,981
|
7,957,281
|
6,180,028
|
| Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(679,588)
|
(1,034,798)
|
(692,544)
|
(406,315)
|
(321,086)
|
| Non-PEO NEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[7] |
653,489
|
311,300
|
176,106
|
598,919
|
1,093,616
|
| Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
818,633
|
731,721
|
783,097
|
598,919
|
1,027,903
|
| Non-PEO NEO [Member] | Year over Year Change in Fair Value of Prior Year Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
15,428
|
(257,444)
|
(120,491)
|
281,960
|
81,250
|
| Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
56,560
|
6,852
|
|
|
| Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(68,214)
|
(134,341)
|
(133,625)
|
(6,938)
|
(10,969)
|
| Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(112,358)
|
(85,196)
|
(359,728)
|
(275,022)
|
(4,568)
|
| Non-PEO NEO [Member] | Total Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
653,489
|
311,300
|
176,106
|
598,919
|
1,093,616
|
| Shareholder [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Peer Group Total Shareholder Return Amount |
|
$ 155
|
$ 134
|
$ 105
|
$ 125
|
$ 102
|
| Measure [Axis]: 1 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
Return
on Equity
|
|
|
|
|
| Non-GAAP Measure Description [Text Block] |
|
| (6) | Adjusted
Pre-Tax Return On Equity (ROE) is calculated as adjusted pre-tax income divided by the average
of beginning common equity and the beginning common equity plus adjusted pre-tax income.
For a discussion of how we measure adjusted pre-tax income and a reconciliation to financial
measures prepared under GAAP, please see our Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 13, 2025. |
|
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
Absolute
(and Relative) Total Shareholder Return
|
|
|
|
|
| Measure [Axis]: 3 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
Net
Income
|
|
|
|
|
| Measure [Axis]: 4 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
Growth
|
|
|
|
|
| Measure [Axis]: 5 |
|
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Productivity
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| Measure [Axis]: 6 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Employee
Engagement and Inclusion
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