Board Justification

We have designed our compensation program to attract, retain and motivate talented and qualified executives, while maximizing stockholder value creation over the long-term by targeting compensation levels that are externally competitive when measured against other companies within our industry and geographic location. We are headquartered in the San Francisco Bay Area near Silicon Valley, and therefore compete for talent with other companies that offer competitive compensation packages. We structure our compensation program to include a portfolio of both cash and equity with an emphasis on performance-based compensation.

Board Justification

The 2024 target bonus opportunity for our CEO was set at 175% of his base salary. In 2024, the Company achieved an 18.4% AROE, $478.1 million Adjusted Net Operating Income, $46.0 billion NIW and a 20.22% Adjusted Expense Ratio. Accordingly, the Company exceeded the maximum performance level for four out of the four performance objectives. After evaluating the Company's financial performance in 2024, achievement levels with respect to the 2024 performance objectives and the significant accomplishments of our executive team during 2024, the Compensation Committee approved payment of bonuses to our NEOs employed at the time of payment of 180.0% of total targeted bonus opportunity.

Board Justification

The amounts reported in this column for 2024 include: (a) executive cash allowances of approximately $38,400; (b) matching 401(k) Plan contributions of $17,250; (c) reserved parking fees for each NEO; and (d) reimbursement for the travel costs of Mr. Shuster's spouse to accompany him on certain business-related travel itineraries.

Board Justification

These shares include shares vested under (i) RSU awards granted to each of Messrs. Pollitzer in fiscal years 2021, 2022, and 2023, and (ii) PRSU awards granted to each of Messrs. Pollitzer in 2022 (2022 PRSUs) for which the three-year performance period ended at December 31, 2024 and for which the Compensation Committee certified on February 12, 2025 that certain performance criteria were met, resulting in the vesting and issuance of 2022 PRSUs at a net settlement price equal to the closing stock price on February 12, 2025 to each of Messrs. Pollitzer.