Mr Cooper Group Inc (COOP)

[ron_66271]

Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2018, as permitted by the terms of the Agreement and Plan of Merger, dated as of February 12, 2018, by and among the Company, Nationstar Mortgage Holdings Inc., a Delaware corporation (“ Nationstar ”), and Wand Merger Corporation, the terms of which permit the Company to award cash compensation, not to exceed $4.25 million (the “ Cash Pool ”) to certain officers and employees, which may be paid as bonuses, severance payments or other forms of retention or incentive payments, the Board of Directors (the “ Board ”) of WMIH Corp. (the “ Company ”) approved the following cash bonuses for each of the executive officers of the Company payable in connection with the consummation of the proposed merger, subject to the terms and conditions provided for below:


Name and Position

Amount

Thomas L. Fairfield
President and Chief Operating Officer

$ 500,000.00

William C. Gallagher
Chief Executive Officer

$ 500,000.00

Timothy F. Jaeger
Senior Vice President, Interim Chief Financial Officer and Interim Chief Accounting Officer

$ 250,000.00

Charles Edward Smith
Executive Vice President, Chief Legal Officer and Secretary

$ 2,400,000.00



The receipt of each such bonus is subject to the continued service of each such person to the Company until immediately prior to the effective time of the consummation of such proposed merger and such bonuses are payable on the date of the consummation of the proposed merger.
The remaining $600,000 of the Cash Pool will be paid to certain employees and other service providers of the Company, subject to the same terms and conditions described above for the Company’s executive officers.

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