0000933136-23-000029.txt : 20230306 0000933136-23-000029.hdr.sgml : 20230306 20230306164120 ACCESSION NUMBER: 0000933136-23-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230302 FILED AS OF DATE: 20230306 DATE AS OF CHANGE: 20230306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Christopher G CENTRAL INDEX KEY: 0001364583 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 23709477 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BLVD. CITY: COPPELL STATE: TX ZIP: 75019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mr. Cooper Group Inc. CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 911653725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8950 CYPRESS WATERS BLVD. CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 2146874958 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BLVD. CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: WMIH CORP. DATE OF NAME CHANGE: 20150512 FORMER COMPANY: FORMER CONFORMED NAME: WMI HOLDINGS CORP. DATE OF NAME CHANGE: 20120320 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON MUTUAL, INC DATE OF NAME CHANGE: 20061017 4 1 wf-form4_167813886860441.xml FORM 4 X0306 4 2023-03-02 0 0000933136 Mr. Cooper Group Inc. COOP 0001364583 Marshall Christopher G 8950 CYPRESS WATERS BLVD. COPPELL TX 75019 0 1 0 0 Vice Chairman & President Common Stock 2023-03-02 4 M 0 168722 0 A 915194 D Common Stock 2023-03-02 4 F 0 66393 46.81 D 848801 D 2020 Performance Stock Units 2023-03-02 4 M 0 168722 0 D Common Stock 168722.0 0 D On March 2, 2023, 168,722 performance stock units ("PSUs") vested and converted into 168,722 shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 13, 2020, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 2, 2023. Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan. Converts to Common Stock on a one-for-one basis. The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period. The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2020, with the final two-thirds of the units eligible to vest based on performance through March 1, 2023. /s/Katherine K. Connell, Attorney-in-Fact 2023-03-06 EX-24 2 coop-powerofattorneymarsha.htm POWER OF ATTORNEY-MARSHALL

MR. COOPER GROUP INC.
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Mr. Cooper Group Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony W. Villani, Elizabeth K. Giddens, Elisabeth Gormley, Katherine K. Connell and any other person holding the title of Associate General Counsel, Deputy General Counsel or General Counsel of the Corporation, as the undersigned's true and lawful attorneys-in-fact and agents, with the power and in the undersigned's name, place and stead, to:

    (i) prepare, execute and file, with the United States Securities and Exchange Commission ("SEC"), any United States stock exchange or any other authority, for and on behalf of the undersigned, in connection with transactions in the Corporation's securities, any and all forms, reports or documents (including exhibits and amendments thereto), required to be made pursuant to Section 16(a) of the Act or the related rules of the SEC;

    (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable for the preparation and timely filing of any such forms, reports or documents with the SEC, any United States stock exchange and any other authority (including without limitation requesting EDGAR access codes from the SEC); and

    (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney ("POA") shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this POA and the rights and powers herein granted.

    This POA shall remain in full force and effect until the undersigned is no longer required to file reports pursuant to Section 16 of the Act with respect to the undersigned's holdings of the Corporation's securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. A copy of this POA shall be filed with the SEC and with any applicable United States stock exchange or similar authority. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Act.

             IN WITNESS WHEREOF, the undersigned has caused this POA to be executed as of this 12th day of December 2018.



/s/ Christopher G. Marshall                Christopher Marshall
Signature                         Name