NMI HOLDINGS, INC. : Change of directors or senior management, financial statements and supporting documents (form 8-K)

Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

At December 21, 2021, NMI Holdings, Inc. (the “Company”) announced that Ravi Mallela who was appointed Executive Vice President and Chief Financial Officer of the Company, effective January 10, 2022 (the starting date “). Mr. Mallela will succeed Adam pollitzer, the current Executive Vice President and Chief Financial Officer of the Company, who will become President and Chief Executive Officer of the Company, effective January 1, 2022, and will remain the Interim Chief Financial Officer of the Company until that of Mr. Mallela start date.

Mr. Mallela, 51, is currently Executive Vice President and Chief Financial Officer, Financial group, from First Hawaiian, Inc. and First Hawaiian Bank, that he joined september 2018. He is also a member of First Hawaiian Bank Senior Management Committee. Before joining First Hawaiian, Mr. Mallela was Senior Vice President, Chief Financial Officer and Treasury at First Republic Bank from 2013 to 2018, where he managed the functions of corporate treasury, financial planning and analysis, operations and investment monitoring, treasury management and capital stress testing and liquidity. He obtained a Bachelor of Science in Economics from University of San Francisco and an MBA from UCLA Anderson School of Management.

As part of his appointment, the 20 December 2021, the Company has entered into a letter of offer with Mr. Mallela setting out the conditions of his employment. The letter of offer provides for: (1) an annual base salary of $ 480,000; (2) an annual target bonus opportunity of 100% of base salary; (3) the Company to recommend to the Compensation Committee of the Board of Directors of the Company (the “Committee”) that Mr. Mallela be considered for a 2022 annual share-based grant with a target value on the grant date of 175% of base salary; and (4) participation in the cash allocation program for officers of the Company at a level of $ 30,000 per year and in the Company’s severance plan at the level of “EVP, President and Chief Executive Officer (without employment contract)” in accordance with its terms. In addition, the Company will recommend to the committee that Mr. Mallela be appointed as a participant in the Company’s amended and updated severance plan in the event of a change of control in accordance with its terms as previously disclosed, with a multiple of 1.5 times the sum of his annual base salary and its target annual premium and a lump sum cash payment equal to 18 months of COBRA premiums (less the active employee’s rate for such coverage).

After its start date, Mr. Mallela will receive a single equity award with a value on the award date of $ 1,870,000 in return for share allocations Mr. Mallela will lose from his previous employer and an award of incentive shares with a value on the award date of $ 380,000, both in the form of restricted stock units under the Company’s amended and updated 2014 omnibus incentive plan. These awards will vest 40% on the first two anniversaries of the start date and 20% on the third anniversary of the start date, in each case subject to continued employment until the applicable vesting date. Also following its start date, Mr. Mallela will receive a one-off bonus in the amount of $ 370,000 in return for the planned incentive bonuses Mr. Mallela will lose from his former employer, which will be reimbursed to the Company if that of Mr. Mallela employment ends in certain circumstances before the third anniversary of the start date. To help with that of Mr. Mallela move into the Northern California region, the Company will also offer a one-time relocation grant of $ 50,000 and certain moving allowances, each of which is fully reimbursed to the Company if that of Mr. Mallela employment ends in certain circumstances before the first anniversary of the start date.

Any amount payable to Mr. Mallela under the letter of offer are subject to the terms of a clawback policy attached to the letter of offer, in the event that the Company is required to prepare a material accounting restatement in the circumstances described therein. Mr. Mallela also accepted certain restrictive covenants in the letter of offer, in particular those relating to confidentiality, non-disparagement and non-solicitation of employees and investors.

Mr. Mallela has no family connection with any of the directors or officers of the company and is not a party to any of the transactions listed in Article 404 (a) of the SK Regulation. In addition, no arrangement or agreement exists between Mr. Mallela and any other person under which Mr. Mallela was chosen as an officer of the Company.

The above summary of the Letter of Offer does not purport to be complete and is qualified in its entirety by reference to the Letter of Offer, which is attached as Exhibit 10.1 and incorporated by reference herein. A copy of the related press release from the Company is provided as Exhibit 99.1 of this current report on Form 8-K. Exhibit 99.1 has been “provided” and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed to be “filed”. incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly indicated by specific reference in such filing or document.

Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

Part # Description

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10.1 Letter of Offer , dated 20 December 2021, by and between Ravi Mallela and the Company

99.1 NMI Holdings, Inc. Press release, dated December 21, 2021

104 Interactive cover page data file (integrated into the online XBRL document)

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