Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On December 15, 2022, Radian Group Inc. (the "Company") reported that J.
Franklin Hall was no longer serving as the Company's Chief Financial Officer
(principal financial officer), effective December 14, 2022. As previously
reported, Mr. Hall's involuntary termination of employment with the Company is
not the result of any issues or disagreements with the Company relating to the
Company's financial disclosures, accounting matters, operations, polices or
practices, and Mr. Hall is expected to remain with the Company through
February 28, 2023 (the "Termination Date"), to support the Company's transition
to a new Chief Financial Officer.
On January 13, 2023, the Company and Mr. Hall entered into a Transition,
Separation and Release Agreement (the "Separation Agreement"). Subject to the
terms and conditions of the Separation Agreement, Mr. Hall will be entitled to
severance payments and other benefits that are consistent with the compensation
and other benefits applicable to a "qualifying termination" under his previously
disclosed Executive Severance Agreement and as described in the Company's Proxy
Statement filed with the Securities and Exchange Commission on April 7, 2022,
with the modifications described below.
Under the Separation Agreement, Mr. Hall's short-term incentive (STI) award for
2022 performance will be paid at his target STI amount multiplied by the
corporate funding percentage awarded by the Compensation and Human Capital
Management Committee of the Board of Directors of the Company ("Committee")
based on the Company's 2022 financial and strategic performance. In addition, in
exchange for Mr. Hall's agreement to remain available should he be needed for
transition assistance through December 31, 2023, the Separation Agreement
provides that, upon his Termination Date, Mr. Hall will receive vesting service
credit for his outstanding performance-based and time-based restricted stock
unit ("RSU") awards, as if he had remained employed with the Company through
December 31, 2023. Other than this additional vesting service credit, the
outstanding RSU awards will continue to be administered in accordance with their
terms, including in the case of performance-based RSU awards, with future
vesting subject to achievement of applicable performance-based criteria
previously established by the Committee and included in the terms of the
original grants.
Mr. Hall executed a release of claims against the Company in connection with
entering into the Separation Agreement, and to receive the severance payments
and other benefits under the Separation Agreement, Mr. Hall must execute and not
revoke a second release of claims against the Company upon termination of his
employment. Under the Separation Agreement, Mr. Hall has agreed not to compete
with the Company and not to solicit the Company's employees or customers for
twelve months following the Termination Date.
The foregoing summary of the Separation Agreement is not a complete description
of all of the terms and conditions, and is qualified in its entirety by
reference to the full text of the agreement which is filed as an exhibit to this
Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1* Transition, Separation and Release Agreement, dated January 13,
2023, between J. Franklin Hall and Radian Group Inc.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Management contract, compensatory plan or arrangement
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