Radian Group Inc. (NYSE:RDN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

(e) Approval of Radian Group Inc. Equity Compensation
Plan

On May 10, 2017, stockholders of Radian Group Inc. (Radian or the
Company) approved amendments to the Radian Group Inc. 2014 Equity
Compensation Plan (as so amended and restated, the Radian Group
Inc. Equity Compensation Plan or Plan) to increase the shares
available for issuance under the Plan and to make certain
additional changes. The Plan is described in Proposal 4 in the
Companys proxy statement for the 2017 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission
on April 10, 2017 (the Proxy Statement) and is included in its
entirety as Appendix A to the Proxy Statement.

2017 Long-Term Incentive Awards

On May 10, 2017, the Compensation and Human Resources Committee
(the Committee) of the Companys Board of Directors (the Board)
granted annual long-term incentive awards (the 2017 LTI Awards)
to the Companys executive officers, including Richard G.
Thornberry, the Companys current Chief Executive Officer, and J.
Franklin Hall, Derek V. Brummer and Edward J. Hoffman, the
Companys named executive officers (NEOs) who continue to serve as
executive officers of the Company (Mr. Thornberry and the NEOs
are referred to herein as the Executives).

All of the 2017 LTI Awards granted by the Company, including
those awarded to the Executives as described in more detail
below, were granted under the Plan. All of the 2017 LTI Awards
will be settled in shares of the Companys common stock.

For 2017, each Executives target 2017 LTI Award is comprised of
the following components: (1) performance based restricted stock
units that will vest based on Radians relative total stockholder
return (TSR) which compares Radian’s absolute TSR to a
designated peer group over a three-year performance period (the
TSR RSUs); (2) performance based restricted stock units that will
vest based on growth in the Companys LTI Book Value per Share (as
defined below) over a three-year performance period (the BV RSUs
and together with the TSR RSUs, the Performance Based RSUs); and
(3) time-based restricted stock units that will vest over three
years in pro rata installments (Time-Based RSUs). Each component
of the 2017 LTI Awards represents one-third of the total target
value of the 2017 LTI Awards, with the performance based
components representing 67% of the total awards.

2017 Performance Based RSU Awards

The Committee granted Performance Based RSUs to the Executives in
the following amounts:

With respect to the Performance Based RSUs, the amounts granted
represent the Executives target award for the TSR RSUs (the TSR
RSU Target) and the BV RSUs (the BV RSU Target). The 2017
Performance Based RSU awards will vest on May 10, 2020, based on
the attainment of specified performance goals (as described
below), subject to certain conditions (as specified below) that
could accelerate such vesting. Each vested Performance Based RSU
will be payable in one share of the Companys common stock.

TSR RSUs. On the vesting date, each
Executive will become vested in a number of shares of the
Companys common stock (from 0 to 200% of his TSR RSU Target)
based on the Companys relative TSR over a three-year performance
period, as further described below, subject to a maximum cap of
six times the value of his TSR RSU Target on the grant date.

The Companys relative TSR will be a comparison of the Companys
absolute TSR against the median TSR of a designated peer group of
14 peer companies (the TSR Peer Group), which primarily comprises
the peer companies selected by the Committee to benchmark
compensation for the executive officers 2017 compensation. The
Companys absolute TSR will be determined based on the change in
market value of the Companys common stock during the performance
period, as measured by comparing (x) the average closing price of
the Companys common stock on the NYSE for the 60 consecutive
trading days preceding and including May 10, 2017 and (y) the
average closing price for the 60 consecutive trading days
preceding and including the last day of the performance period
(May 10, 2020). TSR includes dividends paid during the
performance period, as though they were reinvested in shares of
the Companys common stock.

The payout for the TSR RSUs will be determined by comparing the
Companys absolute TSR over the performance period against the
median TSR of the TSR Peer Group (the Median Peer Group TSR). The
starting point for the payout determination will be 100% of the
TSR RSU Target. For every 1% that the Companys absolute TSR
exceeds the Median Peer Group TSR, the payout percentage will
increase by 2 percentage points above 100% of the TSR RSU Target.
For every 1% that the Companys absolute TSR is below the Median
Peer Group TSR, the payout percentage will decrease by 2
percentage points below 100% of the TSR RSU Target. Regardless of
the extent to which the Companys absolute TSR may exceed the
Median Peer Group TSR, if the Companys absolute TSR is negative
over the performance period, the maximum potential payout for the
TSR RSUs will be capped at 75% of the TSR RSU Target.

BV RSUs. On the vesting date, each
Executive will become vested in a number of shares of the
Companys common stock (from 0 to 200% of his BV RSU Target) based
on how the Companys cumulative growth in LTI Book Value per Share
(as defined below) over a three-year performance period (from
March 31, 2017 through March 31, 2020) compares to the following
reference points:

The Companys LTI Book Value per Share is defined as: (A) Tangible
Book Value (Total Stockholders Equity less Goodwill and Other
Intangible Assets, net) adjusted to exclude: (1) Accumulated
Other Comprehensive Income; and (2) the impacts, if any, during
the three-year performance period from: (i) repurchases or
retirements of convertible bonds; (ii) merger and
acquisition-related expenses; (iii) changes in goodwill and other
intangible assets related to acquisitions or dispositions; (iv)
repurchases of common shares; and (v) declared dividends on
common shares; divided by (B) basic
shares of common stock outstanding, as adjusted to exclude the
share impact, if any, related to any of the items identified in
(A) above, each applied on a consistent basis.

Provisions Generally Applicable to Performance Based
RSUs. The Performance Based RSUs include a one-year,
post-vesting holding period, such that the vested Performance
Based RSUs will not be convertible into shares (other than shares
withheld to pay taxes due at vesting) until the one-year
anniversary of the vesting date of the Performance Based RSUs.
However, as set forth in the applicable grant instrument, the
post-vesting holding period will not apply in certain
circumstances, such as the Executive’s death or disability
during employment, the occurrence of a change of control after
the end of the performance period, or certain terminations of
employment in the event of a change of control before the end of
the performance period.

The Performance Based RSU awards provide for double trigger
vesting in the event of a change of control. In the event of a
change of control of the Company before the end of the three-year
performance period, the Performance Based RSUs will vest at
target at the end of the three-year performance period on May 10,
2020, provided that the Executive remains employed by the Company
through such date. However, if the Executives employment is
terminated by the Company without cause, or the Executive
terminates employment for good reason (as those terms are defined
in the grant instrument), in each case within 90 days before or
one year after a change of control, the Performance Based RSUs
will become fully vested at target upon such termination (or the
date of the change of control, if later).

If the Executive retires before the end of the three-year
performance period, the award will remain outstanding and will
vest at the end of the performance period to the extent that the
performance criteria have been satisfied (or will vest at the
target level in the event of a change of control as discussed
above) and generally will become payable subject to the one-year
holding period. Additionally, the Performance Based RSUs will
become fully vested and payable at target in the event of the
Executives death or disability during employment.

Except as described below, if the Executive is involuntarily
terminated by the Company other than for cause or the Executive
terminates employment for good reason, in each case six months or
more after the award is granted, and the Executive executes a
written release of claims against the Company, a prorated portion
of the unvested Performance Based RSUs (based on the number of
months that the Executive was employed following the date the
award was granted) will remain outstanding and will represent the
Executives new target award; provided however, that if such
termination occurs within six months prior to the end of the
three-year performance period, the Performance Based RSUs will
not be prorated and the grant date target award will remain
outstanding in its entirety. Any Performance Based RSUs that
remain outstanding will vest at the end of the performance period
to the extent that the performance criteria have been satisfied
(or will vest at the applicable target level in the event of a
change of control) and generally will become payable subject to
the one-year holding period discussed above.

The Performance Based RSUs also include a provision that
prohibits the Executive from competing with the Company and from
soliciting the Companys employees or customers for a period of
eighteen (18) months with respect to Mr. Thornberry and a period
of twelve (12) months for each of the other Executives (in each
case, the Restricted Period) following termination of the
Executives employment for any reason.

2017 Time-Based RSUs

The Committee granted Time-Based RSUs to the Executives in the
following amounts: Mr. Thornberry 60,210 RSUs; Mr. Hall 10,040
RSUs; Mr. Brummer 11,540 RSUs; and Mr. Hoffman 10,040 RSUs.

The Time-Based RSUs are scheduled to vest in pro rata
installments on each of the first three anniversaries of the
grant date (i.e., May 10, 2018, May 10, 2019 and May 10, 2020),
as long as the Executive is an employee of Radian on the vesting
date.

In the event of the Executives retirement, death or disability
before the end of the three-year vesting period, any unvested
Time-Based RSUs will become fully vested. Additionally, if the
Executive is involuntarily terminated by the Company other than
for cause or the Executive terminates employment for good reason
and the Executive executes a written release of claims against
the Company, any unvested Time-Based RSUs will become fully
vested.

The Time-Based RSU awards provide for double trigger vesting in
the event of a change of control.

The Time-Based RSUs also include a provision that prohibits the
Executive from competing with the Company and from soliciting the
Companys employees or customers for the applicable Restricted
Period following termination of the Executives employment for any
reason.

The foregoing summary of the 2017 LTI Awards is not a complete
description of all of the terms and conditions of the Performance
Based RSU awards and the Time-Based RSUs and is qualified in its
entirety by reference to the full text of the form of grant
instruments, which the Company plans to file as exhibits to its
Quarterly Report on Form 10-Q for the quarter ended June 30,
2017.

At the Companys 2017 Annual Meeting of Stockholders held on May
10, 2017, the following proposals were submitted to a vote of the
Companys stockholders, with the voting results indicated below:

(1) Election of ten (10) directors for a term of one year each,
to serve until their successors have been duly elected and
qualified or until their earlier removal or resignation:

(2) Approval, by an advisory, non-binding vote, of the
compensation of the Companys named executive officers:

(3) Advisory, non-binding vote, on the frequency of the advisory
vote to approve the compensation of the Companys named executive
officers:

In light of the voting results on this advisory vote, and
consistent with its recommendation to stockholders, on May 10,
2017, the Board approved an annual advisory vote regarding the
compensation of the Companys named executive officers.

(4) Approval of the Amended and Restated Radian Group Inc. Equity
Compensation Plan:

(5) Ratification of the appointment of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting firm for
the year ending December 31, 2017:

About Radian Group Inc. (NYSE:RDN)

Radian Group Inc. is a holding company that provides mortgage insurance, and products and services to the real estate and mortgage finance industries. The Company operates in two segments: Mortgage Insurance and Services. The Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance to mortgage lending institutions. The Services segment provides outsourced services, information-based analytics and specialty consulting for buyers and sellers of, and investors in, mortgage- and real estate-related loans and securities, as well as other asset-backed securities (ABS). It also offers mortgage insurance products, such as primary mortgage insurance and pool insurance. Its Services segment is engaged in offering loan review and due diligence; surveillance; valuation and component services; real estate owned (REO) management services, and services for the United Kingdom and European mortgage markets through its EuroRisk operations.

Radian Group Inc. (NYSE:RDN) Recent Trading Information

Radian Group Inc. (NYSE:RDN) closed its last trading session up +0.24 at 17.19 with 1,241,997 shares trading hands.