Corporate Governance

The Board of Directors (the “Board”) of NMI Holdings, Inc. (the “Company”), led by our Executive Chairman and Independent Lead Director, oversees the management of the Company and our business. The Board selects our Chief Executive Officer and in conjunction with our Chief Executive Officer selects the rest of our senior management team, which is responsible for operating our business.

Board Leadership

Bradley M. Shuster serves as Executive Chairman of the Board and Claudia J. Merkle serves as Chief Executive Officer and is a member of the Board.

Because the Board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the Board has established the position of Lead Director. The Lead Director is an independent director selected by the independent directors. Steven L. Scheid has served as the Lead Director since the position was established in May 2012. The Lead Director’s responsibilities include:

• acting as the primary contact between the Company and the independent directors, undertaking to meet or confer periodically with members of the Company's executive team regarding matters related to the business of the Company;

• assisting the Executive Chairman of the Board, as necessary, with conducting Board meetings;

• assisting with preparation of agenda items for meetings of the Board and its committees; and

• such other duties as the Board may from time to time assign to the Lead Director.

Communicating with the Board

Stockholders may communicate with the members of the Board, the Lead Director or the non-management members of the Board as a group, by sending a written communication to NMI Holdings, Inc., Attention: Corporate Secretary, 2100 Powell Street, 12th Floor, Emeryville, CA 94608.

Board Committees

The Board has four committees: Audit ; Compensation ; Governance and Nominating ; and Risk .

* Amended to include administrative and other updates, including clarifications to the corporate political contribution policy.