RADIAN GROUP INC.
EXHIBIT 10.2
RADIAN GROUP INC.
CERTAIN COMPENSATION ARRANGEMENTS
WITH DIRECTORS FOR 2005
(Effective October 1, 2005)
Cash Compensation
All non-employee members of our Board of Directors receive an annual fee for their services of $32,500. Each non-employee director also receives a $2,000 fee for each board meeting or committee meeting attended.
In addition to the foregoing, Herbert Wender, our non-executive Chairman of the Board, receives an annual fee of $100,000 for serving as Chairman, and the chairmen of the following committees are paid the following annual fees:
Audit and Risk Committee—$12,500
Compensation and Human Resources Committee—$7,500
Credit Committee—$5,000
Governance Committee—$5,000
Investment and Finance Committee—$5,000
All annual fees are paid quarterly in advance and all meeting fees are payable quarterly in arrears.
A committee of four non-employee directors was formed in 2005 in connection with Radian’s search for a new CEO. Three of these directors, Howard Culang, Stephen Hopkins and Jan Nicholson, each received $10,000 for serving on this committee, while the fourth director, James Jennings, received $15,000 for serving as chairman of this committee.
Equity Compensation
All non-employee directors receive an annual grant of phantom stock, awarded under our Equity Compensation Plan, equal to $115,000 based on the closing price of our common stock on the date of the annual grant. The phantom stock awards are granted on the date of the Board’s first regular meeting each year.
Our non-executive Chairman of the Board also received 2,000 shares of phantom stock in 2005 as compensation for his efforts related to Radian’s CEO transition.
Radian requires each director to maintain a minimum direct investment in Radian common stock equal to $350,000, on or before the later of January 1, 2007 or four years from the date that a director’s service on the Board begins.
Directors who are our employees do not receive additional compensation for their service as directors.
