Onity Group (ONIT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, will be held virtually; shareholders of record as of March 23, 2026, are eligible to vote and participate.

• Key proposals include election of seven directors, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• 2025 saw record net income ($189.5M), a 35% ROE, and a $17 increase in book value per share, with strategic actions to simplify the business and strengthen the balance sheet.

• Share repurchase program and sale of reverse mortgage platform announced to provide financial flexibility and focus on higher-growth assets.

• Forward-looking risks include market volatility, regulatory changes, and operational challenges related to strategic transactions and technology.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors for one-year terms, (2) ratification of Deloitte & Touche LLP as independent auditor for 2026, (3) advisory approval of named executive officer compensation (Say-on-Pay).

• No other business is anticipated, but management may vote on additional matters if they arise.

Board of directors and corporate governance

• Board size set at seven following retirements; nominees bring diverse expertise in finance, risk, technology, and marketing.

• Board held 12 meetings in 2025; all directors attended at least 75% of meetings.

• Majority of directors are independent; annual self-assessment and diversity policy guide board composition.

• Board leadership combines CEO/Chair roles with a Lead Independent Director for oversight.

• Standing committees: Audit, Compensation and Human Capital, Nomination/Governance, Risk and Compliance, and Executive.

• Insider trading and hedging by directors, officers, and employees are prohibited.