Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2021, NMI Holdings, Inc. (the "Company") announced that Patrick
L. Mathis, the Company's Executive Vice President and Chief Operating Officer,
will depart from his position on April 1, 2022. In connection with his
departure, the Company entered into a separation agreement with Mr. Mathis (the
"Separation Agreement"), which provides that upon his termination of employment,
he will be eligible to receive (1) Company-paid premiums for continued health
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for 12
months following his termination of employment and (2) accelerated vesting of
outstanding stock options and time-vesting restricted stock unit awards. In
addition, Mr. Mathis's outstanding performance-based restricted stock unit
awards will remain outstanding and eligible to vest based on actual achievement
of the applicable performance metrics for the applicable performance periods.
All benefits under the Separation Agreement are subject to Mr. Mathis's
compliance with the terms of the Separation Agreement (including certain
restrictive covenants) and his execution and non-revocation of a release of
claims against the Company.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Separation
Agreement, which is attached as Exhibit 10.1 and is incorporated by reference
herein. A copy of the Company's related press release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 has been
"furnished" and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it
be deemed incorporated by reference in any filing or other document under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Separation Agreement , dated November 12, 2021 , by and between
Patrick L. Mathis and the Company
99.1 NMI Holdings, Inc. Press Release dated November 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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