Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting of Stockholders to be held on May 10, 2017:

This proxy statement and our 2016 Annual Report to Stockholders are available at

www.radian.biz/StockholderReports.

INFORMATION ABOUT VOTING

Who Can Vote

Only stockholders of record on the close of business on March 16, 2017, the record date, may vote at the Annual Meeting. On the record date, 232,663,818 shares of our common stock were outstanding and entitled to vote at the Annual Meeting. For each share of common stock you held on the record date, you will be entitled to one vote on each matter submitted to a vote of stockholders. There is no cumulative voting.

What Shares Can Be Voted

You may vote all shares of our common stock owned by you as of the close of business on the record date.

These shares include:

How Shares May Be Voted

Before the Annual Meeting, you can vote shares for which you are the stockholder of record by completing, signing and returning by mail the enclosed proxy card. Our stockholders of record may not vote by telephone or internet. You also may vote your shares at the Annual Meeting if you attend in

person. If you are a stockholder of record, you may revoke your proxy at any time before it is voted by providing to our Corporate Secretary either a written instrument revoking it or a duly executed proxy bearing a later date. You also may revoke your proxy by attending the Annual Meeting and giving notice of revocation. Attendance at the Annual Meeting, by itself, will not constitute revocation of a proxy. Your vote is important to Radian. We encourage you to complete, sign and return the proxy card accompanying this proxy statement even if you plan to attend the Annual Meeting. You can always change your vote before the meeting or at the meeting, as described above.

Many of our stockholders who hold their shares in “street name” through a Nominee have the option to submit their proxies or voting instructions to their Nominee electronically by telephone or the internet. These stockholders should review and follow the voting instructions provided by their Nominee, including any instructions relating to revoking voting instructions. If you hold your shares in “street name” and wish to vote in person at the Annual Meeting, you must obtain a legal proxy from your Nominee.

Quorum and Votes Required for Approval

A quorum is necessary for us to conduct the business of the Annual Meeting. This means that holders of at least a majority of the shares entitled to vote must be present at the meeting, either in person or represented by proxy. Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly complete and return a proxy or follow the voting instructions provided by your Nominee, as applicable.

PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders with the opportunity to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”), as disclosed in the “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis” section of this proxy statement (the “Compensation Discussion and Analysis”) and the accompanying tabular and narrative disclosures. This vote is intended to provide an overall assessment of our executive compensation program rather than focus on any specific item of compensation.

Based on an advisory vote at our 2011 annual meeting of stockholders, it is our current policy to conduct an advisory vote on the compensation of our NEOs on an annual basis. This year, we are again providing our stockholders with the opportunity to cast an advisory vote on the frequency of this advisory vote on the compensation of our NEOs. See Proposal 3.

Our executive compensation program is designed under the direction of our Compensation and Human Resources Committee of our board of directors (the “Committee”) to attract, motivate and retain high quality executive officers and to align our pay-for-performance philosophy with sound risk management practices and our overall business and strategic objectives. In 2016, our executive compensation program again included a heavy focus on performance-based variable compensation, with long-term incentives (“LTI”) based on rigorous performance metrics based on traditional measures of performance that require both relative outperformance and strong absolute growth. The Committee used limited discretion and only when coupled with disciplined decision making and transparency.

In considering the compensation of our NEOs in connection with this Proposal 2, we believe it is important to observe the following with respect to our 2016 executive compensation program:

Fixed compensation continues to represent a limited portion of our NEOs’ total compensation. Base salary represented only 16% of

Mr. Ibrahim’s 2016 total target compensation and, on average, only 27% of the total target compensation for our other NEOs. The remaining portion of our CEO’s and each other NEO’s total target compensation was tied to, and contingent upon, Company and individual performance.

The Company had an exceptional performance year in 2016, including improvements in the metrics of consolidated adjusted pretax operating income and book value, improved financial strength and flexibility, a record year in new insurance written (“NIW”) on a flow basis, the highest market share in the private mortgage insurance industry and meaningful progress in positioning the Company’s businesses for future success. In recognition of the Company’s strong performance, the Committee awarded to our NEOs 2016 STI awards at levels above target.

The 2015 MTI award was based on the credit performance and projected profitability of our 2015 mortgage insurance portfolio through the end of 2016. Based on the credit performance of this insured portfolio and the expected strong profitability of this portfolio, we believe this portfolio represents one of the strongest performing portfolios that we have ever written. As a result, the Committee awarded the maximum payout of 125% of target for the 2015 MTI awards.

Our 2016 LTI awards provide for meaningful payouts only if the Company outperforms our

compensation peer group and produces strong growth in book value. The performance-based restricted stock units granted to the NEOs in 2016 are comprised of two components – relative total stockholder return (“TSR”) performance and book value growth. With respect to TSR performance, the NEOs are eligible for above target awards only if the Company outperforms the median performance of its compensation peers. With respect to the book value component, the Company must achieve at least a 25% increase in book value (as defined below in the Compensation Discussion and Analysis) for an NEO to be eligible to receive an award at 100% of target.

The performance-based stock options granted to the NEOs in 2016 will vest only if the closing price of the Company’s common stock exceeds 125% of the option exercise price for ten consecutive trading days ending on or after the third anniversary of the grant date.

Our executive compensation program is predominantly formula-based, with the discretionary components of our program (STI and MTI) representing only 29% and 33% of the total compensation of our CEO and the other NEOs (on average), respectively. The Committee has determined that while a more formula-based approach could bring greater predictability to the level of potential payouts, it also has the potential to ignore the multitude of variables that influence our NEOs’ decision-making throughout any given annual period, and most importantly, the potential to limit the Committee’s ability to appropriately recognize positive and negative factors that were not apparent to the Committee when setting goals at the beginning of an annual

performance period. As a result, clear metrics are established for each major area of focus, but the payouts also remain subject to the Committee’s discretion. Given this limited use of discretion, we disclose in detail not only the quantitative performance metrics established for evaluating performance, but also the qualitative factors considered by the Committee in evaluating each of the major areas of focus and the Committee’s assigned payout percentage for each such area.

We (1) impose double-trigger vesting for change-of-control payments; (2) do not provide gross-ups for excise taxes; (3) prohibit speculative transactions in our stock; (4) impose a strong compensation clawback policy; (5) impose rigorous stock ownership requirements and have instituted post-vesting share retention requirements; and (6) provide limited perquisites to our NEOs.

We urge you to read our Compensation Discussion and Analysis in its entirety. While this vote is advisory and non-binding, our board of directors values the opinion of our stockholders and will take into account the outcome of the vote when considering future executive compensation matters. We are asking our stockholders to indicate their support for the compensation of our NEOs by voting “FOR” this proposal and the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”

PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE TO APPROVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with an opportunity to cast an advisory, non-binding vote on the frequency of the advisory vote set forth in Proposal 2. Stockholders can indicate their preference on whether we should hold an advisory vote on NEO compensation annually, every two years or every three years. Stockholders also have the option to abstain from voting on this matter.

In 2011, our stockholders voted (in an advisory, non-binding vote) in favor of the recommendation of our board of directors that we annually submit the Company’s executive compensation to our stockholders for approval on a non-binding basis, and our board of directors adopted this approach. We continue to believe that an annual advisory vote on executive compensation would be most appropriate. This will permit our stockholders to provide important and frequent input on our executive compensation

practices, and is consistent with our efforts to engage with our stockholders on executive compensation matters.

Our board of directors values the opinion of our stockholders and will take into account the outcome of the vote when considering the frequency of the advisory vote set forth in Proposal 2. Because this vote is advisory, however, it is not binding on our board, and our board may decide it is in the best interests of the Company and our stockholders to hold an advisory vote on executive compensation more or less frequently than the frequency that receives the most votes cast by our stockholders. It is expected that the next advisory vote on the frequency of an advisory vote on compensation of the Company’s named executive officers will occur at the 2023 annual meeting of stockholders.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstain from voting) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of our board of directors.

PROPOSAL 4 – APPROVAL OF AMENDED AND RESTATED RADIAN GROUP INC. EQUITY COMPENSATION PLAN

We are asking our stockholders to approve a proposal to amend and restate the Radian Group Inc. 2014 Equity Compensation Plan as the Radian Group Inc. Equity Compensation Plan. For purposes of this Proposal 4, we refer to the plan as currently in effect as the “Existing Equity Plan” and the plan as amended and restated as the “Amended Equity Plan.”

The purpose of the Amended Equity Plan is to attract, motivate and retain highly qualified officers, directors, employees and other individuals. We believe that the Amended Equity Plan is necessary so that the Company can continue to further these objectives by providing these individuals with an opportunity to acquire a direct proprietary interest in the future success of Radian. The Amended Equity Plan will enable us to incentivize these individuals to improve our business and results of operations, including, importantly, encouraging a focus on enhancing long-term value for stockholders. In addition, we believe the proposed amendments will more closely align the interests of Amended Equity Plan participants with those of our stockholders.

On February 8, 2017, our board of directors, upon the recommendation of the Committee, approved and adopted the Amended Equity Plan, subject to the approval of Radian’s stockholders at the Annual Meeting. Stockholder approval of the Amended Equity Plan is also being sought to (i) meet NYSE listing requirements; and (ii) as further discussed below under “Qualified Performance-Based Compensation,” to permit the grant of awards that are intended to qualify as “performance-based compensation” not subject to the $1 million deduction cap under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (such awards are referred to as “qualified performance awards”). In general, to grant qualified performance awards, the material terms of the performance goals under which compensation may be paid must be disclosed to and approved by the Company’s stockholders at least once every five years. For purposes of Section 162(m) of the Code, the material terms include (i) the individuals eligible to receive compensation; (ii) a description of the business criteria on which the performance goals are based; and (iii) the maximum amount of compensation that can be paid to an

individual under the performance goal. Each of these aspects is discussed below, and stockholder approval of the Amended Equity Plan will constitute approval of each of these aspects of the Amended Equity Plan for purposes of the approval requirements of Section 162(m) of the Code.

The material differences between the Existing Equity Plan and the Amended Equity Plan are as follows:

or performance share awards is $250,000.

With the exception of providing the Committee with the flexibility to withhold shares in excess of the minimum applicable tax withholding amount to satisfy the Company’s tax withholding obligations, the terms of the Amended Equity Plan will apply only to awards granted on or after the Amendment Effective Date, and awards granted prior to the Amendment Effective Date will continue to be governed by the applicable grant letters and the terms of the Existing Equity Plan without giving effect to changes made by the Amended Equity Plan.

Determination of Shares to be Available for Issuance

The board of directors believes that our executive compensation program, and particularly the granting of equity awards, allows us to align the interests of officers, directors, employees and other individuals who are selected to receive awards with the interests of our stockholders. The Amended Equity Plan is

designed to enable us to formulate and implement a compensation program that will attract, motivate and retain officers and other employees who we expect will contribute to our financial success. The board of directors believes that awards granted pursuant to the Amended Equity Plan are a vital component of our compensation program and, accordingly, that it is important that an appropriate number of shares of stock be authorized for issuance under the Amended Equity Plan.

As of December 31, 2016, 1,004,109 shares of our common stock remained available for grants of awards under the Existing Equity Plan. If this Proposal 4 is approved by our stockholders at the Annual Meeting, our share reserve will increase by 7,950,000 shares of our common stock. If Proposal 4 is approved by our stockholders, the maximum aggregate number of shares of common stock that may be issued under the Amended Equity Plan with respect to awards granted on or after the Amendment Effective Date is 16,998,328 shares, which is the sum of (i) 7,950,000 shares of common stock, plus (ii) the number of shares of common stock that remained available for awards under the Existing Equity Plan (1,004,109 shares as of December 31, 2016), plus (iii) the number of shares of common stock subject to outstanding awards that are payable in shares under the Existing Equity Plan which terminate, expire, or are cancelled, forfeited, exchanged or surrendered (up to 4,808,821 shares as of December 31, 2016, with the performance stock units measured at their maximum potential payout), plus (iv) the number of shares of common stock subject to outstanding awards that are payable in shares under the Company’s Amended and Restated 2008 Equity Plan (“2008 Equity Plan”) which terminate, expire or are cancelled, forfeited, exchanged, or surrendered (up to 3,235,398 shares as of December 31, 2016) (“2008 Plan Shares”). The number of shares set forth in (ii) above will be reduced by the number of shares subject to awards granted under the Existing Equity Plan after December 31, 2016 and before the Amendment Effective Date, which was 204,262 shares as of March 21, 2017. The aggregate number of shares that may be issued under the Amended Equity Plan is subject to adjustments under the Amended Equity Plan, as described in “Adjustment Provisions; Change of Control of Radian” below.

In determining the number of additional shares to reserve for issuance under the Amended Equity Plan, we considered many factors, including our share availability under the Existing Equity Plan, our historical burn rate and our projected burn rate under the Amended Equity Plan, as well as the potential costs and benefits to our stockholders of the share request under the Amended Equity Plan.

Dilution Analysis

The table below shows our potential dilution (often referred to as overhang) levels based on the shares of our common stock outstanding combined with our total equity awards outstanding, the shares currently available for grant under the Existing Equity Plan and our request for 7,950,000 new shares of our common stock to be available for awards under the Amended Equity Plan. The 7,950,000 new shares of our common stock represent potential dilution of approximately 3.46% of the Total Potential Overhang plus Shares of Common Stock Outstanding as of December 31, 2016, as described in the table below. The board of directors believes that this number of shares of common stock under the Amended Equity Plan represents a reasonable amount of potential equity dilution, which will allow us to continue granting equity awards in furtherance of the goals of our equity compensation program.

Based on our current equity award practices, we estimate that the authorized shares under the Amended Equity Plan may be sufficient to provide us with an opportunity to grant equity awards for approximately five years, in amounts determined appropriate by the Committee, which will administer the Amended Equity Plan. This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of shares of our common stock, the mix of cash, options and full value awards provided as long-term incentive compensation including changes to our compensation program that involve a larger percentage of long-term incentive compensation, payouts of performance-based awards in excess of

target in the event of superior performance, hiring activity, and promotions during the next few years.

Burn Rate

The table below sets forth the following information regarding the awards granted under the Existing Equity Plan and the 2008 Equity Plan: (i) the burn rate for each of the last three calendar years and (ii) the average burn rate over the last three calendar years. The burn rate for a year has been calculated as follows:

divided by

Dividend equivalents are included in the burn rate calculation because dividend equivalents under the outstanding awards granted to non-employee directors are paid in shares of common stock. Outstanding awards granted to employees do not include dividend equivalent rights.

For completeness, we have also included in the table below a burn rate calculation based on the number of stock options granted, time-based RSUs granted and performance stock units earned in the applicable year, divided by the weighted average number of shares of our common stock outstanding for the applicable year.

Burn Rate

Numbers of shares (except % amounts)

The burn rate means that we used an annual average of approximately 0.55% of the weighted average shares outstanding for awards granted over the past three years under the Existing Equity Plan and the 2008 Equity Plan.

Description of the Amended Equity Plan

The following is a description of the Amended Equity Plan, which is qualified by reference to the full text of the Amended Equity Plan, which is attached as Appendix A to this proxy statement. If the Amended Equity Plan is approved by our stockholders at the Annual Meeting, it will become immediately effective. If the Amended Equity Plan is not approved by our stockholders, the Existing Equity Plan will continue as currently in effect.

Shares Subject to the Plan. Subject to adjustments set forth in the Amended Equity Plan and described in “Adjustment Provisions; Change of Control of Radian” below, the maximum aggregate number of shares of common stock that may be issued under the Amended Equity Plan with respect to awards granted on or after the Amendment Effective Date is 16,998,328 shares, which is the sum of (i) 7,950,000 shares of common stock, plus (ii) the number of shares of common stock that remained available for awards under the Existing Equity Plan (1,004,109 shares as of December 31, 2016), plus (iii) the number of shares of common stock subject to outstanding awards that are payable in shares under the Existing Equity Plan which terminate, expire, or are cancelled, forfeited, exchanged or surrendered (up to 4,808,821 shares as of December 31, 2016, with the performance stock units measured at their maximum potential payout), plus (iv) the 2008 Plan Shares (up to 3,235,398 as of December 31, 2016) (amounts in items (i) through (iv) collectively, the “Amended Equity Plan Reserve”). The number of shares set forth in (ii) above will be reduced by the number of shares subject to grants awarded after December 31, 2016 and before the Amendment Effective Date.

Share Counting Rules under the Amended Equity Plan. Each option or stock appreciation right (“SAR”) granted under the Amended Equity Plan on or after the Amendment Effective Date (other than a SAR providing for settlement solely in cash) will reduce the Amended Equity Plan Reserve by one share for each share subject to such grant. Each grant of restricted stock, RSUs or performance share awards under the Amended Equity Plan on or after the Amendment

Effective Date (other than an award providing for settlement solely in cash) will reduce the Amended Equity Plan Reserve by 1.31 shares for each share subject to such grant. Any such grants that are restored to the Amended Equity Plan Reserve (because of termination, forfeiture, expiration or cancellation of such award) will increase the Amended Equity Plan Reserve by the same respective amounts. Stock-based awards that are settled solely in cash will not count against the Amended Equity Plan Reserve. Other shares, such as shares not issued as a result of the net settlement of a stock-settled SAR, shares tendered in payment of an option exercise price or withheld for taxes, or shares repurchased on the open market with the proceeds of the exercise price of any grant, will not be restored to the Amended Equity Plan Reserve.

Treatment of the 2008 Equity Plan Awards for purposes of determining the Amended Equity Plan Reserve. A “2008 Plan Award” is an award granted under the 2008 Equity Plan in the form of either a non-qualified stock option, RSU, phantom stock or performance share award that is payable in shares and that is outstanding as of the Amendment Effective Date. A 2008 Plan Award that is a non-qualified stock option (and that terminates, expires or is cancelled or forfeited on or after the Amendment Effective Date) will increase the Amended Equity Plan Reserve by one share for each such option. A 2008 Plan Award that is a RSU, phantom stock or performance share award (and that terminates, expires or is cancelled on or after the Amendment Effective Date) will increase the Amended Equity Plan Reserve based on the applicable formula used under the 2008 Equity Plan (1.19 shares for grants made on or after May 11, 2011 and 1.14 shares for grants made on or after May 13, 2009 and before May 11, 2011). Other shares subject to the 2008 Plan Awards, such as shares tendered in payment of an option exercise price or withheld for taxes, or shares repurchased on the open market with the proceeds of the exercise price of any grant, will not be restored to the Amended Equity Plan Reserve.

Administration of the Plan. The Amended Equity Plan is administered by the Committee, with grant decisions made by at least two non-employee directors, each of whom is an “outside director” as defined under Section 162(m) of the Code, a

“non-employee director” as defined in Rule 16b-3 under the Exchange Act, and otherwise an independent director under the rules and regulations of the NYSE or such other securities exchange on which our common stock is then listed. The Committee has been appointed by the board of directors to administer the Amended Equity Plan. Except as otherwise provided in the Amended Equity Plan, the Committee has the sole authority to determine:

The Committee has authority to delegate to the Chief Executive Officer the authority to make grants under the Amended Equity Plan to employees, independent contractors, consultants, and advisors who are not subject to the restrictions of Section 16(b) of the Exchange Act. However, the Chief Executive Officer will not be permitted to make grants that are intended to be qualified performance awards, and all grants must be made in accordance with appropriate parameters set by the Committee. Any delegation of authority will be subject to the conditions and limitations as may be determined by the Committee and will be subject to applicable law, including Delaware law, and the rules of the NYSE or such other securities exchange on which our common stock is then listed.

Grants. Awards under the Amended Equity Plan may consist of stock options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code, restricted stock grants, RSUs, stand-alone SARs, SARs granted in

conjunction with all or part of any stock option, and performance shares. Incentive awards granted under the Amended Equity Plan hereinafter are referred to collectively as “Grants.” Each grant of restricted stock, RSUs and performance shares may be designed to be qualified performance awards.

Eligibility for Participation. The Company’s approximately 2,000 employees, including its seven executive officers, and nine non-employee directors are eligible to participate in the Amended Equity Plan. In addition, although our independent contractors, consultants and advisors are eligible to participate in the Amended Equity Plan, historically we have not awarded Grants to these potential participants. We expect that only a limited, currently indeterminable number of independent contractors and consultants could potentially participate in the plan. Our non-employee directors and independent contractors, consultants and advisors are not permitted to receive grants of performance shares. The Company’s executive officers and directors have an interest in approval of the Amended Equity Plan because it relates to the issuance of equity awards for which they may be eligible.

The maximum aggregate number of shares of our common stock that any grantee (other than a non-employee director) may receive pursuant to grants of stock options or SARs in any calendar year may not exceed 1,000,000 shares, and the maximum aggregate number of shares that any grantee (other than a non-employee director) may receive pursuant to grants of restricted stock, RSUs or performance share awards that are qualified performance awards may not exceed 1,000,000 shares in any calendar year. These limitations are subject to certain adjustments as set forth in the Amended Equity Plan. For dividends and dividend equivalents that are intended to comply with the performance-based compensation exception under Section 162(m) of the Code, the maximum amount of cash dividends and dividend equivalents that any individual grantee (other than a non-employee director) may accrue for any calendar year with respect to restricted stock, RSUs, or performance share awards is $250,000.

The maximum grant date fair value of shares subject to Grants awarded to any non-employee director of the Company during any calendar year may not exceed $500,000 in total value.

For purposes of the Amended Equity Plan, unless provided otherwise by the Committee in the grant letter, a participant’s employment or service will not be deemed to have terminated merely because of a change in the capacity in which the participant renders service to the Company as an employee, non-employee director, independent contractor, consultant or advisor, or a change in the Company entity for which the participant renders such service, provided that there is no interruption or termination of the participant’s continuous employment or service to the Company. Likewise, certain leaves of absence will not be deemed a termination or interruption of continuous employment. The provisions of the Amended Equity Plan that refer to “retirement” and “disability” will not apply to a grantee who is an independent contractor, consultant or advisor.

No Repricing. Except in connection with a corporate transaction such as a merger, spin-off or reorganization, the Company may not, without first obtaining stockholder approval: (i) amend the terms of outstanding stock options or SARs to reduce their exercise price; (ii) cancel outstanding stock options or SARs in exchange for stock options or SARs with a lower exercise price; or (iii) cancel outstanding stock options or SARs with an exercise price above the current stock price in exchange for cash or other securities.

Stock Options: Exercise Price, Term, Vesting and Method of Exercise. The Amended Equity Plan provides that the exercise price of a stock option may not be less than the fair market value of our common stock on the date the option is granted. Holders of stock options will not have any rights as a stockholder with respect to any share of common stock subject to the option unless and until such holder becomes the holder of record of such share.

The Committee will determine the exercise period for each option, up to a 10-year maximum. All stock options have a vesting period of at least one year from the grant date; provided, however, that Grants of up to a maximum of 10% of the number of shares subject to the Amended Equity Plan Reserve may be issued with a shorter or no vesting period, restriction period or performance period, as applicable. The Committee may provide in the grant letter to what extent a stock option would vest in certain circumstances, including in the event of the grantee’s

termination of employment or service, retirement, disability or death, or a change of control. For additional information, see “Adjustment Provisions; Change of Control of Radian” below.

Payment of the option exercise price and applicable tax withholding upon the exercise of an option may be made in cash or, subject to any conditions imposed by the Committee, by tendering shares of common stock owned by the grantee, by having shares of common stock that are subject to the exercisable option withheld to pay the exercise price, by authorizing a third party to sell shares of common stock acquired upon exercise of the option and paying to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding, or any combination of the foregoing payment methods.

Restricted Stock and RSUs. The Committee may issue shares of our common stock in the form of a restricted stock grant, or grant the right to receive shares of our common stock (or cash equal to the fair market value of the shares) under a grant of RSUs. Unless otherwise specified by the Committee, holders of restricted stock will have the rights of a stockholder with respect to the shares that are subject to the restricted stock grant, including the right to vote the shares and, subject to the conditions described below, the right to receive any cash dividends. Any dividends on restricted stock grants will accrue and be subject to the same restrictions as the underlying restricted stock grant, and those restrictions will lapse, and the dividends will be payable at the same time as the restrictions on the underlying restricted stock grant lapse (unless the dividends are deferred pursuant to Section 409A of the Code). Unless otherwise specified in the grant letter, accrued dividends will not accrue interest.

Conversely, holders of RSUs do not have any rights of a stockholder with respect to the shares that are subject to the grant of RSUs, including voting or dividend rights. Holders of RSUs are unsecured creditors of the Company. The Committee may provide in the grant letter, however, that, subject to the conditions described below, the holder is entitled to dividend equivalent rights as and when dividends are payable. The restrictions with respect to any dividend equivalents underlying RSUs will lapse and those dividend equivalents will become payable at the

same time as the restrictions on the underlying RSUs lapse and the RSUs are payable (unless the dividend equivalent rights are deferred pursuant to Section 409A of the Code). Unless otherwise specified in the grant letter, deferred dividend equivalents will not accrue interest.

All restrictions imposed under a restricted stock grant or RSU grant lapse after the applicable restriction period. Unless otherwise provided in the applicable grant letter, if a grantee’s employment or service relationship with us terminates while shares or units are subject to restrictions, the restricted stock grant or RSU grant will terminate with respect to all shares that are subject to restrictions, and such shares or units will be immediately forfeited. Notwithstanding the foregoing, the Committee may provide in the grant letter to what extent the restriction period or restrictions may lapse in certain circumstances, including in the event of the grantee’s termination of employment or service, retirement, disability or death, or a change of control. For additional information, see “Adjustment Provisions; Change of Control of Radian” below.

While shares or units are subject to restrictions, a grantee may not sell, assign, transfer, pledge or otherwise dispose of them, except to a successor grantee in the event of the grantee’s death. The restriction period for any restricted stock grant or RSU grant, the vesting of which is based solely upon a continuing employment or service relationship with us, will be a minimum of three years from the grant date, and the restriction period for any restricted stock grant or RSU grant that is based upon performance criteria will be based upon performance over a minimum period of one year; provided, however, that Grants of up to a maximum of 10% of the number of shares subject to the Amended Equity Plan Reserve may be issued with a shorter or no vesting period, restriction period or performance period, as applicable.

SARs. The Committee may grant either stand-alone SARs or SARs in conjunction with all or part of a stock option. Holders of SARs will not have any rights as a stockholder with respect to any share of common stock subject to the SAR unless and until such holder becomes the holder of record of such share.

The Committee will determine the exercise period for each SAR, up to a 10-year maximum. All SARs have

a vesting period of at least one year from the grant date; provided, however, that Grants of up to a maximum of 10% of the number of shares subject to the Amended Equity Plan Reserve may be issued with a shorter or no vesting period, restriction period or performance period, as applicable. The Committee may provide in the grant letter to what extent a SAR would vest in certain circumstances, including in the event of the grantee’s termination of employment or service, retirement, disability or death, or a change of control. For additional information, see “Adjustment Provisions; Change of Control of Radian” below.

Upon a grantee’s exercise of some or all of his or her SARs, the grantee will receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash or shares of our common stock or a combination thereof, as the Committee may determine and as specified in the grant letter. The stock appreciation for a SAR is the amount by which the fair market value of the underlying common stock on the date of exercise of the SAR exceeds the exercise price of the SAR. The exercise price of a SAR will be at least the fair market value of a share of our common stock on the grant date of the SAR. No shares of common stock or cash will be issued upon the exercise of a SAR unless the exercise price and applicable tax withholding are paid in full at the time of exercise.

Performance Share Awards. The Amended Equity Plan also provides for the granting of performance share awards to employees of the Company. A performance share award may entitle the grantee to receive shares of common stock or cash upon settlement, contingent upon the satisfaction of specified performance goals established by the Committee and such other terms as the Committee deems appropriate for such award term. Holders of performance shares do not have any rights of a stockholder with respect to the shares that are subject to the performance share award, including voting or dividend rights. Holders of performance share awards are unsecured creditors of the Company. The Committee may provide in the grant letter, however, that, subject to the conditions described below, a holder of a performance share award is entitled to dividend equivalent rights as and when dividends are payable. Any dividend equivalents underlying

performance share awards will vest and become payable at the same time as the underlying performance share awards vest and become payable (unless the dividend equivalent rights are deferred pursuant to Section 409A of the Code).

As with the other awards discussed above, performance share awards are based on a performance period of at least one year; provided, however, that Grants of up to a maximum of 10% of the number of shares subject to the Amended Equity Plan Reserve may be issued with a shorter or no vesting period, restriction period or performance period, as applicable. The Committee may provide in the grant letter to what extent a performance share award would vest in certain circumstances, including in the event of the grantee’s termination of employment or service, retirement, disability or death, or a change of control. For additional information, see “Adjustment Provisions; Change of Control of Radian” below.

Qualified Performance-Based Compensation. The Amended Equity Plan permits the Committee to determine that grants of restricted stock, RSUs or performance share awards are to be considered qualified performance awards. When qualified performance awards are granted, the Committee will establish (i) the objective performance goals that must be met; (ii) the period during which performance will be measured; (iii) the maximum potential award that may be earned if the performance goals are met; and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of Section 162(m) of the Code for “qualified performance-based compensation.” For purposes of establishing the objective performance goals, the achievement of the goals must be substantially uncertain at the time they are established and such goals must be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee will not have discretion to increase the amount of compensation that is payable pursuant to a performance award.

The Committee must use objectively determinable performance goals based on one or more of the following criteria: stock price, earnings per share,

price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions, or divestitures. The performance goals may relate to one or more business units or the performance of the Company and its subsidiaries as a whole, or any combination of the foregoing. Performance goals need not be uniform as among grantees.

At the end of the designated performance period the Committee will determine to what extent the established performance goals have been met and will certify the performance results for any award made for such period. The Committee may provide in the grant letter to what extent a qualified performance award would be payable upon the grantee’s termination of employment or service, retirement, disability or death, or a change of control, or under other circumstances consistent with the requirements under Section 162(m) of the Code.

Except as otherwise permitted in the Amended Equity Plan, the determination of the achievement of performance goals will be based on the relevant financial measures, computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in a manner consistent with the methods used in the Company’s audited financial statements. The Amended Equity Plan provides that, to the extent permitted by Section 162(m) of the Code, the Committee may provide for adjustment as it deems appropriate, including for changes in accounting principles, the impact of unusual or infrequently occurring items and specified non-operating items.

Amendment and Termination of the Plan. Our board of directors may amend or terminate the Plan at any time. However, our stockholders must approve any amendment to the extent required by applicable law or the regulations of the SEC or NYSE or such other securities exchange on which our common stock is then listed.

The Amended Equity Plan will terminate on May 9, 2027 unless terminated earlier by our board of directors or further extended by the board with the approval of our stockholders.

Amendment and Termination of Outstanding Grants. A termination or amendment of the Amended Equity Plan that occurs after a Grant is made will not terminate or amend the Grant unless the grantee consents or unless the Committee revokes or modifies a Grant that is contrary to applicable law. The grantee’s consent is not required for an amendment that merely accelerates the vesting or extends the post-termination exercise period of a Grant or that does not adversely affect the Grant.

Transferability of Awards. Grants under the Amended Equity Plan are generally not transferable, and all rights with respect to an award granted to a participant generally will be available only to the participant during a participant’s lifetime. The Committee may not implement any program that would give participants the opportunity to transfer for value any outstanding Grants without stockholder approval.

Adjustment Provisions; Change of Control of Radian. The number or kind of shares of our common stock

available for Grants or subject to outstanding Grants, as well as the exercise price of any stock option or SAR grants, may change as a result of changes made to our common stock by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares or any other change in capital structure made without receipt of consideration. Except as otherwise described above, no adjustment will be made for dividends or dividend equivalents with respect to Grants.

If any such event occurs, then unless such event or change results in the termination of all outstanding Grants under the Plan, the Committee will preserve the value of the outstanding Grants by adjusting the maximum number and class of shares issuable under the Plan to reflect the effect of such event or change in the Company’s capital structure, and by making appropriate adjustments to the number and class of shares, the exercise price of each outstanding Grant, any performance goals, and other terms, as applicable.

A change of control of Radian occurs when:

Unless otherwise set forth in a grant letter, if there is a change of control of the Company:

Notwithstanding the foregoing, the Committee may also establish such other terms and conditions relating to the effect of a change of control on Grants as the Committee deems appropriate. Upon a change of control the Committee may take one or more of the following actions with respect to any or all outstanding Grants, without the consent of any grantee: (i) the Committee may determine that outstanding options and SARs will be fully exercisable, restrictions on outstanding restricted stock grants will lapse, and other Grants will become payable upon the change of control or upon specified terminations of employment or service, including retirement, death or disability, or

at such other time as the Committee determines; (ii) the Committee may require that grantees surrender their outstanding options and SARs for cancellation and the grantees will receive one or more payments, in cash, common stock or other property, in an amount equal to the amount, if any, by which the then fair market value of the shares of our common stock subject to the unexercised options and SARs exceeds the exercise price; (iii) after giving grantees an opportunity to exercise their options and SARs, any or all unexercised stock options and SARs may be terminated; or (iv) with respect to grantees holding RSUs or performance share awards, the Committee may determine that such participants will receive one or more payments in settlement of such grants, in such amount and form and on such terms as may be determined by the Committee. If the per share fair market value of the common stock does not exceed the per share exercise price of an option or SAR, the Company will not be required to make any payment to the participant upon surrender of the option or SAR.

Company Policies. All Grants will be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the board of directors from time to time.

Tax Withholding. The Company has the right to deduct from all Grants paid in cash any federal, state, or local taxes required by law to be withheld. In the case of Grants paid in common stock, the Company will have the right to require the grantee to pay to the Company the amount of any taxes which the Company is required to withhold or to take whatever action it deems necessary to protect the interests of the Company with respect to such tax liabilities, including, without limitation, subject to such terms as the Committee may approve, withholding a portion of the shares of our common stock otherwise deliverable pursuant to the Plan.

Non-U.S. Grants. The Committee may modify the terms and conditions of Grants made to persons outside the United States, establish subplans for such persons with modified procedures, or otherwise take action to conform with the provisions of local laws and regulations or local practices and policies in foreign countries.

Federal Income Tax Consequences

The following summarizes the U.S. federal income tax consequences to grantees and to us of Grants made under the Amended Equity Plan. Grantees are urged to consult with their personal tax advisors concerning the application of the principles discussed below to their own situations and the application of state and local tax laws. This discussion is intended for the information of the stockholders considering how to vote at the Annual Meeting and not as tax guidance to individuals who will participate in the Amended Equity Plan. The summary does not address the effects of other federal taxes or taxes imposed under state, local, or foreign tax laws.

From a grantee’s standpoint, as a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual shares of common stock. Future appreciation on shares of common stock held beyond the ordinary income recognition event will be taxable at capital gains rates (long-term or short-term depending on the holding period) when the shares of common stock are sold. As a general rule, we will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient, and we will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient.

Exceptions to these general rules may arise under the following circumstances: (i) if shares of common stock, when delivered, are subject to a substantial risk of forfeiture by reason of failure to satisfy any employment or performance-related condition, then ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture) under section 83(b) of the Code; (ii) we will not be entitled to a tax deduction for compensation attributable to awards to our Chief Executive Officer and three other most highly compensated officers (other than our Chief Financial Officer), if and to the extent such compensation does not qualify as “performance-based compensation” under section 162(m) of the Code, and such compensation, along with any other non-performance-based compensation paid in the same year, exceeds $1 million; and (iii) an award may be taxable to the recipient as ordinary

income, with an additional 20% tax, at the time it becomes vested (even if the vesting date is prior to settlement of the award), if the award constitutes “deferred compensation” under section 409A of the Code, and the requirements of section 409A of the Code are not satisfied.

Non-Qualified Stock Options. There are no federal income tax consequences to grantees or to us upon the grant of a non-qualified stock option. Upon the exercise of non-qualified stock options, grantees will recognize ordinary income in an amount equal to the excess of the fair market value of the acquired shares when exercised over the exercise price of the non-qualified stock option. We generally will be entitled to a corresponding income tax deduction. Grantees who are employees will be subject to applicable tax withholding requirements. Upon the sale of shares acquired upon exercise of a non-qualified stock option, a grantee will have a long-term or short-term capital gain or loss, depending on the length of time the grantee holds the shares prior to sale, in an amount equal to the difference between the amount realized upon the sale and the grantee’s basis in the shares.

Restricted Stock. A grantee normally will not recognize taxable income upon the grant of restricted stock, and we will not be entitled to a deduction, until such stock is transferable by the grantee or no longer subject to a substantial risk of forfeiture, whichever occurs earlier. However, a grantee will recognize ordinary compensation income on amounts paid to the grantee as dividends on shares of restricted stock while the stock remains subject to restrictions. We generally will be entitled to a deduction in the same amount when such amount is included in the grantee’s income, subject to the limit on deductible compensation for covered employees under Section 162(m) of the Code. When restricted stock is either transferable or is no longer subject to a substantial risk of forfeiture, the grantee will recognize ordinary compensation income in an amount equal to the difference between the fair market value of the common stock at that time and the amount paid by the grantee for the shares, if any, or the grantee’s other tax basis in the shares. However, a participant, within 30 days of receiving restricted stock, may elect under Section 83(b) of the Code to recognize ordinary compensation income in the year the restricted stock

grant is awarded in an amount equal to the difference between the fair market value of our common stock at that time, determined without regard to the restrictions, and the amount paid by the grantee for the shares, if any. In this event, subject to the limit on deductible compensation for covered employees under Section 162(m) of the Code, we generally will be entitled to a deduction in the same year. Any gain or loss recognized by the grantee upon subsequent disposition of our common stock will be a long-term or short-term capital gain or loss, depending on the length of time the grantee holds the shares prior to sale. If, after making the election, any of our common stock subject to a restricted stock grant is forfeited, or if the market value declines during the restriction period, the grantee is not entitled to any tax deduction or tax refund.

RSUs. There are no immediate tax consequences to a grantee upon receiving an award of RSUs under the Amended Equity Plan. If the grantee is an employee, the RSUs will be taxable for purposes of the Federal Insurance Contributions Act (“FICA”) and the Federal Unemployment Tax Act when the grant is no longer subject to a substantial risk of forfeiture, regardless of whether the grantee has received a distribution with respect to such award at that time. A grantee who is awarded RSUs will recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee on the payment date. To the extent that the grantee has already paid FICA taxes with respect to the RSUs, no additional FICA amounts will be owed on the payment date. We generally will be entitled to a deduction in the same amount and at the same time as the grantee includes the recognized amount in ordinary income, subject to the limit on deductible compensation for covered employees under Section 162(m) of the Code.

Performance Share Awards. There are no immediate tax consequences to a grantee upon receiving a grant of performance share awards under the Amended Equity Plan. In the year in which the performance share awards are settled, the grantee will recognize ordinary income equal to the fair market value of the shares of common stock or cash received in settlement of the performance share awards. At that time, the grantee will be required to satisfy the tax withholding requirements applicable to such income. We generally will be entitled to a deduction in the

same amount and generally at the same time as the grantee includes the recognized amount in ordinary income, subject to the limit on deductible compensation for covered employees under Section 162(m) of the Code.

SARs. The grantee will not recognize any income upon the grant of a SAR. Upon the exercise of a SAR, the grantee will recognize ordinary compensation income in the amount of the cash and the fair market value of our shares of common stock received upon such exercise. We generally will be entitled to a corresponding income tax deduction, subject to the limit on deductible compensation for covered employees under Section 162(m) of the Code.

Section 162(m). Section 162(m) of the Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or any of its three other most highly compensated officers (other than its chief financial officer) in excess of $1 million in any year. Compensation that qualifies as “performance-based compensation” is excluded from the $1 million deduction cap, and therefore, remains fully deductible by the corporation that pays it. Under the Amended Equity Plan, grants of non-qualified stock options and SARs with an exercise price not less than fair market value on the date of grant, are intended to meet the requirements of performance-based compensation within the meaning of Section 162(m) of the Code. Other awards granted under the Plan will only meet the requirements of “performance-based compensation” if the Committee conditions such awards on the achievement of specific objective performance goals in accordance with the requirements of section 162(m) of the Code, as described under “Qualified Performance-Based Compensation,” above.

Section 280G. To the extent payments that are contingent on a change of control are determined to exceed certain Code limitations, they may be subject to a 20% nondeductible excise tax payable by the grantee and our deduction with respect to the associated compensation expense may be disallowed in whole or in part.

Section 409A. The Committee may permit a grantee to defer receipt of the payment of cash or the delivery of shares that would otherwise be delivered under the Amended Equity Plan. Certain awards under the

Amended Equity Plan, such as RSUs, may involve elements of deferred compensation, which is governed by Section 409A of the Code. The Committee may establish such rules and procedures as it may deem advisable and in our best interests in the event that Section 409A of the Code is implicated by any transaction under the Amended Equity Plan. If an amount constitutes “deferred compensation” under Section 409A of the Code and the requirements of Section 409A of the Code are not satisfied, the grantee may be subject to a 20% tax in addition to ordinary income tax inclusion at the time the award becomes vested, plus an interest-based tax. In addition, Radian may be subject to penalties for under-withholding, reporting or depositing taxes.

The Amended Equity Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. If a Grant is subject to Section 409A of the Code, (i) distributions will only be made in a manner and upon an event permitted under Section 409A of the Code; (ii) payments to be made upon a termination of employment or service will only be made upon a “separation from service” under Section 409A of the Code; (iii) payments to be made upon a change of control will only be made upon a “change of control event” under Section 409A of the Code; (iv) unless the Grant specifies otherwise, each payment will be treated as a separate payment for purposes of Section 409A of the Code; and (v) in no event may a grantee, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any Grant under the Amended Equity Plan that is considered deferred compensation under Section 409A of the Code and that is to be distributed to a specified employee (as described below) upon separation from service will be administered so that any distribution with respect to such Grant will be postponed for six months following the date of the grantee’s separation from service, if required by Section 409A of the Code. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, will be made by the Committee each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code. If any Grant is subject to Section 409A of the Code and payment is subject to the execution of a release

CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors and its Standing Committees

Our board of directors meets twice quarterly for regularly scheduled meetings and also holds regularly scheduled meetings to conduct strategic planning and to review and approve our business plan. In addition, the board holds special meetings as and when necessary. Our full board held ten regularly scheduled meetings and three special meetings during 2016. Our non-management directors meet in executive session at the conclusion of each regularly scheduled board meeting and frequently meet in executive session following each special meeting of the board. Each director participated in at least 75% of the meetings of the board and the committees on which he or she served during 2016. Herbert Wender, non-executive Chairman of the Board, presides over all meetings of the board, including meetings of the independent members of the board. Our policy is that all of our director nominees are expected to attend our annual meeting and all of our director nominees attended last year’s annual meeting (other than Mr. Thornberry who was not serving as a director at that time).

As discussed below under “—Director Independence,” all of our directors, except our Chief Executive Officer, Mr. Thornberry, satisfy the requirements for independent directors under the NYSE listing standards and SEC rules.

Standing Committees of the Board of Directors

The board of directors maintains the following standing committees:

Audit Committee.    The current members of the Audit Committee are Mr. Carney (Chair), and Messrs. Montgomery, Serio and Spiegel, each of whom meets the additional NYSE independence criteria applicable to audit committee members. Messrs. Carney, Serio and Spiegel served on the committee throughout 2016. Ms. Hess served on the committee until November 9, 2016, at which time Mr. Montgomery joined the committee. This committee is primarily responsible for appointing and overseeing the work of our independent registered public accounting firm, reviewing our annual audited and interim financial results, and reviewing our accounting and reporting principles and policies. Our board has determined that each of Mr. Carney and Mr. Spiegel qualifies as an “audit committee financial expert” under the SEC’s

rules. The Audit Committee met 14 times during 2016. See “Audit Committee Report” below for additional information regarding the work of this committee.

Compensation and Human Resources Committee.     The current members of the Compensation and Human Resources Committee are Mr. Hopkins (Chair), Mr. Culang, Ms. Hess and Mr. Muzio, each of whom meets the additional NYSE independence criteria applicable to compensation committee members. Messrs. Hopkins, Culang and Muzio each served on the committee throughout 2016. Ms. Hess joined the committee on November 9, 2016. This committee oversees compensation and benefits policies and programs for Radian and its subsidiaries, including compensation of the Company’s executive officers, and reviews the quality and depth of officers throughout Radian as well as our management development and succession practices and programs. The Compensation and Human Resources Committee met six times during 2016. See “Compensation of Executive Officers and Directors—Compensation Discussion and Analysis” for additional information regarding the work of this committee.

Credit Committee.    The current members of the Credit Committee are Mr. Culang (Chair), and Messrs. Carney, Montgomery and Spiegel, each of whom served on the committee throughout 2016. The Credit Committee oversees our credit and related risk management policies and procedures, including oversight of our procedures for identifying and quantifying emerging matters that could pose significant risk implications for Radian. This committee reviews our credit-based risks, credit policies and overall credit management. Specifically, this committee reviews the quality of our insurance portfolios, and assesses general compliance with underwriting and diversification guidelines. The Credit Committee met four times during 2016.

Finance and Investment Committee.    The current members of the Finance and Investment Committee are Ms. Hess (Chair), and Messrs. Hopkins, Muzio and Spiegel, each of whom served on the committee throughout 2016. This committee reviews the Company’s capital structure and liquidity plans and provides recommendations on capital strategies, including with respect to securities issuances and repurchases, dividends and recapitalizations. This committee also oversees the management of the Company’s investment portfolio and regularly reviews the performance of the investment professionals

overseeing the portfolio to ensure adherence to our investment policy guidelines. The Finance and Investment Committee met six times during 2016.

Governance Committee.    The current members of the Governance Committee are Mr. Serio (Chair) and Messrs. Carney, Culang and Hopkins, each of whom served on the committee throughout 2016. This committee oversees the process of board governance, which includes: identifying and recommending candidates to become members of our board of directors, including potential candidates that may be recommended by stockholders; recommending committee membership and chairperson appointments; ensuring compliance with our Guidelines of Corporate Governance; conducting regular board and individual director assessments; and examining our corporate governance processes. The Governance Committee met five times during 2016.

For a discussion of our board nomination process, see “Consideration of Director Nominees” below.

For a discussion of our board and its committees’ roles in risk oversight of the Company, see “Board and Board Committee Roles in Risk Oversight” below.

Board Leadership Structure

Our Chairman of the Board and Chief Executive Officer are separate positions. We believe that separating these positions enhances the independent oversight of the Company and the monitoring and objective evaluation of the Chief Executive Officer’s performance. In addition, the separation of the positions ensures that the board is fully engaged in providing an objective perspective with respect to the Company’s strategy and can effectively evaluate its implementation.

Mr. Wender is the non-executive Chairman of our board of directors. He is independent of management and, as provided in our Guidelines of Corporate Governance, is responsible for the management, development and effective performance of the board and for serving in an advisory capacity to the Chief Executive Officer and to other members of management in all matters concerning the interests of the board. The non-executive Chairman of the Board sets the agenda for board meetings and presides over meetings of the board. Mr. Thornberry, in his role as the Chief Executive Officer, is responsible for the

strategic direction of the Company and the day-to-day leadership and performance of the Company. As described in our Guidelines of Corporate Governance, the responsibilities of the Chief Executive Officer include:

Board and Board Committee Roles in Risk Oversight

Our board of directors is actively involved in the oversight of risks that could affect the Company. The full board is responsible for the general oversight of risks. In this regard, the board seeks to understand and oversee the most critical risks relating to our business, allocates responsibilities for the oversight of risks among the full board and its committees, and reviews the systems and processes that management has in place to manage the current risks facing the Company, as well as those that could arise in the future. On a quarterly basis, the board meets with management to receive reports derived from the Company’s enterprise risk management (“ERM”) function, which resides within the office of our Chief Risk Officer and is designed to identify the risks we are facing, and to assess, manage and mitigate those risks. As part of this quarterly process, the board discusses the significant risks and exposures facing the Company and assesses the steps management is taking to minimize such risks. The full board further considers current and potential future strategic risks facing the Company as part of its annual strategic planning session with management.

The full board oversees the Company’s strategic risks, regulatory risks, risks related to our information technology activities and cybersecurity risks. As noted above, the board conducts certain aspects of its risk oversight function through its committees. Each committee has full access to management, and has the ability to engage advisors as appropriate. Specifically, each committee is charged with the following risk oversight responsibilities:

Each committee Chair provides regular reports to the full board regarding the Committee’s risk oversight responsibilities as discussed above. The board conducts its risk oversight responsibility in the areas discussed above through these reports, as well as through regular discussions and reports from management regarding any significant and other known risks, including the quarterly reports regarding the Company’s ERM process.

Director Independence

Our Guidelines of Corporate Governance provide that a substantial majority of our board of directors must consist of independent directors, as independence is determined under the NYSE’s listing standards and applicable SEC rules. In evaluating the independence of each of our directors, our board, primarily through the Governance Committee, considers all relevant facts and circumstances from the standpoint of the director, as well as from the perspectives of persons or organizations with which the director has an affiliation, including the Company. Our board of directors has determined that all of the members of the board, except Richard G. Thornberry, are “independent” under current NYSE listing standards and SEC rules. In determining that each of our non-employee directors was independent, the board considered whether there were any facts and circumstances that might impair the independence of each director. The board concluded that no material direct or indirect relationship exists between the Company and any of its non-employee directors,

other than those compensatory matters that are a direct consequence of serving on our board of directors and which are detailed below in “Compensation of Executive Officers and Directors—Director Compensation.”

Compensation and Human Resources Committee Interlocks and Insider Participation

Messrs. Hopkins (Chair) and Culang, Ms. Hess and Mr. Muzio served on the Compensation and Human Resources Committee during 2016. No member of the Compensation and Human Resources Committee during 2016: (i) has ever been an officer or employee of Radian or any of its subsidiaries, or (ii) had any relationship with Radian or its subsidiaries during 2016 that would require disclosure under Item 404 of the SEC’s Regulation S-K.

During 2016, none of our executive officers served as a director or member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any other entity, one of whose executive officers is or has been a director of Radian or a member of our Compensation and Human Resources Committee.

Certain Relationships and Related Person Transactions

Our board of directors has adopted a written policy regarding related person transactions to document procedures pursuant to which such transactions are reviewed, approved or ratified. The policy applies to any transaction, other than certain excluded transactions (e.g., compensation arrangements with executive officers or directors that have been approved by the Compensation and Human Resources Committee), in which: (i) Radian or any of its subsidiaries was or is to be a participant; and (ii) any related person had or will have a direct or indirect material interest. For purposes of this policy, a related person is any of our directors or nominees for director, any of our executive officers, any stockholder known to us to own in excess of 5% of our common stock, and any immediate family member of one of our directors, nominees for director or executive officers. Under the policy, our Governance Committee is responsible for reviewing and pre-approving or ratifying any related person transaction. The

Governance Committee may delegate its pre-approval (but not ratification) authority under the policy to the chair of the committee.

The policy provides that the Governance Committee may approve or ratify a related person transaction (including, if applicable, as modified) only upon affirmatively concluding that the transaction: (i) is on terms no less favorable to the Company than those that could be obtained in arm’s length dealings with an unrelated third party; (ii) is consistent with the applicable independence rules of the SEC and NYSE; and (iii) does not create or otherwise give the impression of a conflict of interest that could result in harm to the Company. If the Governance Committee determines that an existing related person transaction has failed to meet this standard for ratification, the transaction must be unwound promptly unless the Governance Committee further determines that: (i) the transaction was entered into in good faith (i.e., in the absence of fraud and not with the intention of circumventing the pre-approval requirements of our related person transactions policy); and (ii) the risks to the Company of unwinding the transaction outweigh the risks associated with not unwinding the transaction.

Information on Our Website

Among other things, the Corporate Governance section of our website (www.radian.biz) includes the following, each of which is also available in print and free of charge upon request:

Board Committee Charters.    Each of the standing committees of our board of directors operates under a written charter adopted by the full board upon the recommendation of the Governance Committee. Each committee considers the need for amendments or enhancements to its charter at least annually and more frequently as necessary.

Guidelines of Corporate Governance.    Upon the Governance Committee’s recommendation, our board of directors adopted our Guidelines of Corporate Governance. Among other things, these guidelines delineate the qualifications for our directors and the relative responsibilities of our board, its standing committees, our non-executive Chairman, our Chief Executive Officer and our Corporate Responsibility Officer. The Governance Committee and board

consider the need for amendments or enhancements to our Guidelines of Corporate Governance at least annually and more frequently as necessary.

Code of Conduct and Ethics.    Our Code of Conduct and Ethics (the “Code of Conduct”) is binding on all of our employees and directors, and includes a “code of ethics” applicable to our senior executive officers. Certain provisions of the Code of Conduct also apply to former employees and directors. We intend to post on our website any amendments to, or waivers of, any provision of the Code of Conduct that applies to our Chief Executive Officer, principal financial officer or principal accounting officer or that relates to any element of the SEC’s definition of a “code of ethics.”

Stockholder Communications.    We encourage stockholders to freely communicate with management and our board. In that regard, we have established an email address that enables stockholders to convey their concerns, questions and comments to the members of our board. The address is: directors@radian.biz. In addition, interested persons may write to the non-executive Chairman at Radian Group Inc., 1601 Market Street, Philadelphia, Pennsylvania 19103-2337 or to Edward J. Hoffman, General Counsel and Corporate Secretary, at the same address. This contact information also is available on our website.

Annual Report and Proxy Statement.    This Proxy Statement and our Annual Report to Stockholders are available at www.radian.biz/StockholderReports.

Any updated or amended versions of the items listed above will be posted to our website promptly after adoption. The information contained on our website is not deemed to be incorporated by reference into this proxy statement.

Consideration of Director Nominees

Director Qualifications.    Our Governance Committee recommends candidates for nomination to our board of directors based on a number of factors, including the following minimum criteria: (i) the highest standards of personal character, conduct and integrity and the intention and ability to act in the best interests of our stockholders; (ii) the ability to understand and exercise sound judgment on issues related to Radian and its businesses; (iii) the ability and commitment to devote the time and effort required to serve effectively

on our board, including preparation for and attendance at board and committee meetings; (iv) the ability to draw upon relevant experience and expertise in contributing to board and committee discussions; and (v) freedom from interests or affiliations that could give rise to a biased approach to directorship responsibilities and/or a conflict of interest, actual or perceived.

Although the board does not have a formal diversity policy, the board and the Governance Committee consider diversity as a factor in identifying and evaluating director nominees. The Company considers diversity in a broad sense to mean differences of viewpoint, background, professional experience, and skill resulting in naturally varying perspectives, as well as diversity of race, gender, national origin and age. The board values diversity and believes it helps to generate a comprehensive discussion of issues from multiple perspectives, which contributes to effective decision making.

Identifying and Evaluating Director Nominees.    In evaluating candidates for the board, the Governance Committee and the board of directors seek to foster a board that collectively possesses the qualifications discussed above and the appropriate mix of skills, experience and diversity to oversee the Company’s businesses. The Governance Committee does not aim to find directors who represent a single category or trait, but seeks nominees that supplement and complement the breadth and depth of our board’s expertise.

When seeking and evaluating candidates for the board, the Governance Committee considers all qualified candidates identified by members of the Governance Committee, by other members of the board, by senior management, by stockholders (so long as such stockholders’ recommendations of candidates are submitted in accordance with the procedures described below), and, if necessary, by national search firms. In all cases, the Governance Committee will facilitate several interviews of a candidate if it believes the candidate to be suitable after an initial evaluation, and will perform a comprehensive background investigation on such candidate. The Governance Committee also may discuss a candidate at multiple meetings and have the candidate meet with members of senior management and the full board.

Stockholder Nominations and Recommendations.     Our By-Laws describe the procedures for stockholders to follow in nominating candidates to our board of directors. For our 2018 annual meeting of stockholders, stockholders may nominate a candidate for election to our board of directors by sending written notice to our Corporate Secretary at our principal office, which must be received on or before February 9, 2018, but no earlier than January 10, 2018 (except that if the date of the 2018 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the 2017 Annual Meeting, notice by the stockholder must be received between the close of business on the 120th day before and the close of business on the 90th day before the date of the 2018 annual meeting or, if the first public announcement of the date of the 2018 annual meeting is less than 100 days before the date of the meeting, then the notice by the stockholder must be received by the 10th day after the public announcement).

The notice to our Corporate Secretary must contain or be accompanied by the information required by Section 4.13 of our By-Laws, which includes, among other things: (i) the name, age, principal occupation, and business and residence address of each person nominated; (ii) the class and number of shares of our capital stock which are directly or indirectly beneficially owned by each person nominated; (iii) the name and record address of the stockholder making the nomination and the beneficial owner, if any, on whose behalf the nomination is made; (iv) the class and number of shares of our capital stock owned directly or indirectly by the stockholder making the nomination or the beneficial owner, if any, on whose behalf the nomination is made; and (v) a description of any direct or indirect compensation or other material monetary agreements, arrangements or understandings, or any other material relationships (including any familial relationships) between the stockholder giving notice (or the beneficial owner) and the nominee or any respective affiliates, associates or others with whom they are acting, as well as certain other information. A copy of the full text of the relevant By-Law provisions, which includes the complete list of the information that must be submitted to nominate a director, may be obtained upon written request directed to our Corporate Secretary at our principal

office. A copy of our By-Laws is also posted on the Corporate Governance section of our website (www.radian.biz).

In addition to a stockholder’s ability to nominate candidates to serve on our board of directors as described above, stockholders also may recommend candidates to the Governance Committee for its consideration. The Governance Committee is pleased to consider recommendations from stockholders regarding director nominee candidates that are received in writing and accompanied by sufficient information to enable the Governance Committee to assess the candidate’s qualifications, along with confirmation of the candidate’s consent to serve as a director if elected. Such recommendations should be sent to our Corporate Secretary at our principal office. Any recommendation received from a stockholder after January 1 of any year is not assured of being considered for nomination in that year.

Evaluations of Board Performance

The board recognizes that constructive board evaluation is a component of good governance practices and promotes board effectiveness. In accordance with our Guidelines of Corporate Governance, the Governance Committee conducts an annual assessment of each director’s board performance and reviews the performance of the board as a whole as well as the performance of each of its committees. The board and each standing committee of the board also perform an annual self-assessment. As part of its annual assessment, the board often engages an independent governance consultant to facilitate the assessment process and provide an unbiased perspective on the effectiveness of the board and its committees as well as director performance and board dynamics. The contributions of individual directors were considered by the Governance Committee as part of its determination of whether to recommend their nomination for reelection to our board of directors.

Audit Committee Report

The functions of the Audit Committee are outlined in its charter posted on the Corporate Governance section of our website (www.radian.biz) and include general responsibilities within the categories of oversight, audit and financial reporting, compliance and risk. The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of an independent registered public accounting firm to audit our financial statements each year. The committee is also assigned other responsibilities, including, without limitation, to: (i) monitor the independent registered public accounting firm’s independence; (ii) monitor the professional services provided by the independent registered public accounting firm, including pre-approving all audit and permissible non-audit services provided by the independent registered public accounting firm in accordance with federal law and the rules and regulations of the SEC; (iii) review audit results with the independent registered public accounting firm; (iv) review and discuss with management and the independent registered public accounting firm our financial statements and other financial disclosures in our filings with the SEC; (v) establish procedures for receiving, retaining and treating complaints regarding our accounting and internal accounting controls or other auditing matters; (vi) review with management, the independent registered public accounting firm and our internal audit department our accounting and reporting principles, practices and policies and the adequacy of our internal control over financial reporting; and (vii) provide oversight regarding certain significant risks or exposures facing the Company, including in particular, financial, legal and regulatory risk exposures.

The Audit Committee discusses with the independent registered public accounting firm and the Company’s Chief Audit Executive the overall scope and plans for their respective audits and meets with them, with and without management present, to discuss their respective audits. Further, the Audit Committee meets in separate, executive sessions periodically with management, the independent registered public accounting firm and the Chief Audit Executive to discuss the adequacy and effectiveness of internal

accounting and financial controls of the Company. In determining whether to reappoint PwC as the Company’s independent registered public accounting firm for 2017, the Audit Committee took into consideration a number of factors, including the length of time PwC had been engaged, PwC’s independence and objectivity, PwC’s capability and expertise, information with respect to audit quality, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports of PwC, and the appropriateness of PwC’s fee.

Before our Annual Report on Form 10-K for the year ended December 31, 2016 was filed with the SEC, the Audit Committee reviewed and discussed with management our audited Consolidated Financial Statements for the year ended December 31, 2016 and the notes thereto and other financial information included in the report, including the section of the report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Audit Committee also discussed with PwC, our independent registered public accounting firm for 2016, the matters required to be discussed by PCAOB Auditing Standard 1301 including, among other things, matters related to the conduct of the audit of our financial statements. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC their independence from us.

Based on its reviews and discussions described in this report, the Audit Committee recommended to our board of directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.

Members of the Audit Committee

David C. Carney (Chair)

Brian D. Montgomery

Gregory V. Serio

Noel J. Spiegel

Shared Corporate Performance

(67% above target)

The Committee determined that the Company significantly exceeded expectations with respect to the Shared Corporate goals, assigning a payout of 67% above target. In 2016, adjusted pretax operating income* grew to $541.8 million, increasing $30.9 million (6%) over 2015 and exceeding our 2016 target by $49 million (10%). The increased profitability in 2016 reflects: (i) the Company’s large and growing mortgage insurance portfolio, which has been transformed so that legacy insured loans (originated prior to 2009 and including HARP refinancings) represent only 12% of the total portfolio at year end 2016; (ii) a favorable MI product mix, which resulted in an acceleration of premiums upon the cancellation of single premium mortgage insurance policies in the high refinance environment; (iii) expense discipline in our support services; and (iv) a faster deployment of our investment strategy, which created more investment income in 2017 than anticipated.

With respect to capital management, the Committee determined that performance was exceptional. In 2016, we completed a series of capital actions that: (i) improved our diluted net income per share by 12% and our book value per share by 11% (from $12.07 to $13.39 per share); (ii) improved the debt maturity profile of Radian Group; and (iii) enhanced our capital and liquidity positions. These actions included:

The combination of these actions in 2016 simplified and strengthened our capital structure and reduced our total number of diluted shares outstanding by 23.3 million. During 2016, S&P and Moody’s increased Radian Guaranty’s ratings to investment grade and also upgraded the ratings of Radian Group.

With respect to corporate expenses, the Committee determined that we met expectations by keeping our corporate expenses at our target of $54 million.

Mortgage Insurance Performance

(40% above target)

The Committee determined that the Company’s MI business significantly exceeded target expectations, assigning a payout of 40% above target. Our MI business had a record year, writing $50.5 billion in NIW (22% higher than 2015), including the highest volume of flow NIW (i.e., “loan by loan”) in the history of the Company. This accomplishment was driven in part by our increase in market share in 2016. While falling slightly short of our target of 20%, we finished 2016 with the leading market share in the industry among eligible mortgage insurers, having increased our share from 18.0% to 19.3% as of the end of 2015 and 2016, respectively. Only two other mortgage insurers increased their share in 2016. Our market share gains largely were driven by our strategic efforts to increase share with credit unions, improve our underwriting turn times, and develop opportunities with new customers. These achievements occurred in the context of a significant overall reduction in MI expenses in 2016. The MI core operations expense ratio of 15.6% was 14.3% below the 2016 plan of 18.2%, a primary result of the favorable impact of the Single Premium QSR and our renewed focus on expense discipline.

Our achievements in market share and NIW volumes were not produced at the expense of credit quality. Our projected return on PMIERs capital of 13.6% for 2016 was squarely within our target range, representing a continuation of historically strong credit trends in our NIW as well as the positive impact of the Single Premium QSR transaction referenced above.

In addition to exceeding expectations for core performance, the MI business made significant progress positioning the Company for future success. The MI business met expectations in customer growth, adding 108 new customers (with 196 branches) in 2016, which contributed $800 million in NIW in 2016 alone. With respect to long-term strategic priorities, our MI business expanded its share of credit union business, made progress in expanding our offerings outside of traditional MI, including by participating in the GSEs’ pilot credit risk transfer programs and by positioning our licensed entities to participate in a broader array of mortgage risk transfer opportunities in the future.

In light of the strong credit performance and better than projected profitability of our 2015 portfolio of flow insurance, this portfolio is expected to generate significant economic value for the Company. As a result, the Committee awarded the maximum payout of 125% of target for the 2015 MTI awards. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of our 2016 Summary Compensation Table, and the following table illustrates for each NEO the target award amount and the amount awarded under the 2015 MTI award.

The contributions of the NEOs to the creation of stockholder value are primarily recognized through our LTI program. This program consists of a series of annual grants with overlapping performance and vesting periods and varying performance metrics. As a result, in any given period, the NEOs are motivated to perform based on their:

In addition to our annual LTI program, on limited occasions, the Committee may recognize extraordinary efforts by our NEOs by granting them equity awards that may supplement amounts they receive under our STI/MTI Plan. Please See “LTI Awards Granted in 2016—Special Recognition Awards” below.

LTI Awards Granted in 2016

Each year, in designing the annual LTI awards for the NEOs, the Committee reviews and assesses the type of awards that would best complement our existing LTI program to enhance long-term stockholder value. In addition, the Committee considers, among other things: (1) whether the awards would effectively motivate the NEOs to achieve rigorous, performance-based objectives; (2) whether the awards will remain motivational and retentive through various economic cycles; (3) the potential financial, accounting and tax impact of the awards; (4) whether the award objectives will be clear to the NEOs, stockholders and other constituencies; (5) the potential impact of the awards on risk behavior; and (6) as discussed above, input from our stockholders with respect to the form and performance metrics for our awards.

For the 2016 annual LTI award, the Committee granted performance-based equity awards, consisting of stock-settled Performance-Based RSUs and Performance-Based Options. For each of the NEOs, the Performance-Based RSUs and Performance-Based Options represented approximately 75% and 25%, respectively, of the total value of his/her 2016 LTI award.

In 2016, Mr. Ibrahim was granted a larger LTI award than in prior years in recognition of (i) his exceptional 11 years of service to the Company and to align his future realization of pay with the results that will be based, in part, on the actions he took as CEO; and (ii) his ongoing commitment to leading the Company while the board of directors undertook a deliberative and thoughtful CEO search.

2016 Performance-Based RSU Awards.

The Performance-Based RSU awards generally vest on May 11, 2019, upon the conclusion of a three-year performance period. Fifty percent of each NEO’s target award (the “TSR RSU Target”) will vest based on Radian’s relative TSR compared to a designated peer group over a three-year performance period (referred to as the “TSR Component” of the award). The other 50% of the NEO’s target award (the “BV RSU Target”) will vest based on growth in the Company’s “LTI Book Value per Share” (as defined below) over a three-year performance period. Each

vested Performance Based RSU will be payable in one share of the Company’s common stock. In addition, the 2016 Performance-Based RSUs are subject to a one-year, post-vesting share retention 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 following the vesting date of the Performance Based RSUs. The post-vesting share retention period, however, will not apply in certain limited circumstances, such as the NEO’s death or disability.

TSR Component. On the vesting date, each NEO will be entitled to receive a number of shares of the Company’s common stock (from 0 to 200% of his/her TSR RSU Target) based on the Company’s relative TSR over a three-year performance period as compared to a designated peer group, subject to a maximum cap of 6 times the value of his/her TSR RSU Target award on the grant date.

The Company’s absolute TSR will be determined based on the change in market value of the Company’s common stock during the performance period, as measured by comparing (x) the average closing price of the Company’s common stock on the NYSE for the 20 consecutive trading days preceding and including May 11, 2016 and (y) the average closing price for the 20 consecutive trading days preceding and including the last day of the performance period (May 11, 2019). TSR includes dividends paid during the performance period, as though they were reinvested in shares of the Company’s common stock. The Company’s relative TSR will be measured against the median TSR of a designated peer group comprising the 12 peer companies selected by the Committee to benchmark compensation for the named executive officers’ 2016 compensation, plus CoreLogic, Inc. and EverBank Financial Corp. (collectively, the “TSR Peer Group”).

The payout for the TSR Component of the award will be determined by comparing the Company’s 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 NEO’s TSR RSU Target. For every 1% that the Company’s 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 Company’s absolute TSR is below the Median Peer Group TSR, the payout percentage will decrease by 3 percentage points below 100% of the TSR RSU Target. If the Company’s absolute TSR is negative over the performance period, the payout for the TSR Component will be capped at 75% of the TSR RSU Target, even if the Company’s absolute TSR exceeds the Median Peer Group TSR.

Book Value Component. On the vesting date, each NEO will be entitled to receive a number of shares of the Company’s common stock (from 0 to 200% of his/her BV RSU Target) based on the Company’s cumulative growth in LTI Book Value per Share over a three-year performance period (from March 31, 2016 through March 31, 2019) compared to the following reference points: