DEF 14A of Mbia Inc, Mar 23, 2026

DEF 14A of Mbia Inc

Filed Mar 23, 2026 · FY20250000814585-26-000048

Open on EDGAR

  1. Summary of Board of Director Nominees

    Summary of Board of Director Nominees The following table provides summary information about each Director nominee. See page 49 for more information about each Director and the Company’s Proposal 1: Election of Directors.

  2. Summary of Board of Director Nominees

    | Name | Director Since | Independent | Committees | | | | | | | | E | FR | CG | A | | Diane L. Dewbrey Former Chair of the Board of Enventis, Inc. | 2018 | Yes | | • | C | • | | William C. Fallon CEO of MBIA Inc. | 2017 | No | • | | | | | Steven J. Gilbert Chairman of the Board of Gilbert Global Equity Partners, L.P. | 2011 | Yes | C | • | • | • | | Janice L. Innis-Thompson SVP, Corporate Litigation and Legal Operations of Nationwide Mutual Insurance Company | 2021 | Yes | | • | • | • | | Theodore Shasta Former SVP and Partner of Wellington Management Company | 2009 | Yes | • | • | • | C | | Richard C. Vaughan Former EVP and CFO of Lincoln Financial Group | 2007 | Yes | • | C | • | • |

  3. Summary of Board of Director Nominees

    E: Executive, FR: Finance and Risk, CG: Compensation and Governance, A: Audit •: Member, C: Chair

  4. Independent Directors’ compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total Compensation ($) | | Diane L. Dewbrey | 138,000 | 100,000 | 0 | 238,000 | | Steven J. Gilbert | 263,000 | 100,000 | 0 | 363,000 | | Janice L. Innis-Thompson | 113,000 | 100,000 | 0 | 213,000 | | Theodore Shasta | 138,000 | 100,000 | 0 | 238,000 | | Richard C. Vaughan | 138,000 | 100,000 | 0 | 238,000 |

  5. Compensation Discussion & Analysis

    | Term | Meaning | | Annual Incentive | Compensation that can be earned based on performance measured over a one-year period | | Forfeit | Share awards that were given up | | Long-Term Incentive(s) | Compensation that can be earned after a period of at least three-years based on either performance measured over that period (performance-based long-term incentive awards) or continued employment (time-based long-term incentive awards) | | Lapse | Share awards that were not earned or paid due to the associated performance conditions not being achieved | | MBIA | Equivalent to MBIA Inc., the parent and holding company in which you hold shares | | MBIA Insurance | MBIA Insurance Corporation, an operating subsidiary of MBIA | | National | National Public Finance Guarantee Corporation, an operating subsidiary of MBIA | | Performance-based compensation | Compensation that is payable contingent on the achievement of associated performance conditions, i.e., annual incentive compensation and performance-based long-term incentive awards | | Target Total Compensation | The aggregate value of base salary, target annual incentive and the target value of long-term incentive awards | | Variable Compensation | Compensation that can change in value based on either the achievement of associated performance conditions, or the value of MBIA’s stock price |

  6. Pay and Performance for 2025

    Pay and Performance for 2025 Our executive compensation program is designed to align pay with company performance over both the short-term and long- term, while retaining a proven and experienced executive leadership team when the company is in run-off. Aligned with the performance and achievements described above, both the annual and performance-vested long-term incentives were earned above target. • Our NEOs’ 2023 performance-based share awards, subject to absolute total shareholder return (“TSR”) performance over the three-year period ended December 31, 2025, were earned at 110% of target due to 28.9% TSR growth (8.83% on an annualized basis) over the three-year performance period. This is in contrast to the previous performance share award where the threshold was not met resulting in complete forfeiture of the award. The earned shares vest on the third, fourth and fifth anniversaries of the initial date of grant of the target award demonstrating the long-term orientation of our equity program. The 2025 annual incentive was graded at 118% of target driven by material reduction in losses and loss adjustment expenses at National in connection with its exposure to PREPA. Each NEO’s individual outcome reflected the Company performance score of 118% of target and was unchanged following an assessment of individual performance. These results, particularly when considered in light of prior outcomes, reflect our compensation program’s effectiveness in tying the experience of our long-term shareholders to that of our senior executives. Further details on the outcomes under the incentive plans are described in the body of the CD&A and footnotes to the compensation tables.

  7. Highlights of Program

    Highlights of Program • Consistent corporate performance objectives across our incentive eligible population • Qualitative and quantitative performance metrics to balance short-term and long-term priorities, and discourage excessive risk-taking • Limited discretion in Committee evaluation of NEO performance, which is measured by application of MBIA’s quantifiable strategic scorecard in determining annual incentive awards, with the CEO’s award based solely on the company scorecard Alignment in performance measurement between NEOs and the Company’s broader employee population Heavy weighting towards equity compensation with five-year vesting periods, mandatory stock ownership guidelines and retention requirements beyond retirement • Compensation levels targeted at median against an appropriately sized peer group We believe that the design of our program enhances the likelihood that our NEOs will remain with the Company, performing for the benefit of shareholders’ long-term interests.

  8. Looking to the future

    Looking to the future Consistent with 2025, long-term incentives awarded in the first quarter of 2026 were granted entirely in long-vested service-based equity. While our focus remains on aligning pay with performance, there are no logical quantitative metrics for which we can establish sufficiently informed goals. The Committee believes that long-vested service-based equity awards nonetheless embody pay for performance, as they promote a focus on value creation and realization for our shareholders and create meaningful alignment to our stock price performance. The awards continue to be subject to longer vesting requirements than is typical, with awards vesting in equal installments on the third, fourth and fifth anniversary of the date of grant. We remain committed to maintaining the performance-oriented compensation structure which has been met with strong support in say-on-pay results. This will be reflected in the annual performance scorecard, used to determine annual incentive outcomes, and the inherent connection to the value of our stock through the use of equity-based incentive awards. We do not otherwise anticipate significant changes to our compensation program in 2026. We have been diligent and forward-looking in promoting the Company’s dedication – not just to shareholders – but to all stakeholders, including its employees and the communities in which we operate. Our annual performance goals accordingly reconfirm our ongoing focus on corporate culture and human capital management as key drivers in driving successful outcomes. We continue to welcome shareholder feedback and will keep our programs, policies and practices subject to annual review. On behalf of the Compensation & Governance Committee, Diane L. Dewbrey

  9. Alignment with MBIA’s Corporate Strategies

    Alignment with MBIA’s Corporate Strategies To be successful in effectively tying pay to MBIA’s performance, it is critical that we align our compensation strategy with our overall corporate strategies. MBIA is one of the largest operators in the financial guaranty insurance industry. While our operating companies are not writing new insurance policies, our primary business has been to provide financial guarantee insurance to the United States’ public finance markets through our indirect, wholly-owned subsidiary, National. MBIA has also provided financial guarantee insurance in the international and structured finance markets through its subsidiary, MBIA Insurance. In February 2025, consistent with these areas of focus, senior management proposed a draft scorecard of corporate metrics to the Board, against which MBIA’s and its senior team’s performance in 2025 would be measured. The Board discussed the proposal at length with management during the February 2025 Board meeting, and ultimately approved the final scorecard. This scorecard identifies several broad performance categories for MBIA Inc., the holding company, National, MBIA Insurance, and the collective enterprise, with sub-goals established to measure performance within each category. The Board uses the quantitative score generated by this scorecard as the basis for evaluating and approving NEO annual incentive awards. The 2025 scorecard is discussed in more depth in the section below labeled “Annual Incentive Awards for 2025 Performance”. In short, however, the performance metrics represented in the 2025 scorecard include the following:

  10. Compensation Practices

    | Best Practices and policies that we follow | Practices that we do not follow | | • Deliver the majority of target compensation in the form of variable pay • Tie variable pay to successful performance in areas of strategic significance • Assess performance both quantitatively and qualitatively to ensure appropriate outcomes • Cap the cash annual incentive opportunity • Use equity vehicles, and established stock ownership guidelines and stock retention requirements beyond retirement, to directly align NEO interests with those of shareholders • Phase the vesting of equity awards over a five-year period • Deliver the payment of any dividends on equity awards at the time such awards vest • Operate a clawback policy • Apply double-trigger for change in control payments • Prohibit short sales, hedging or pledging of our stock • Engage an external independent advisor | • Provide guaranteed bonuses • Encourage excessive risk • Provide excessive perquisites • Make decisions solely based on market data • Offer employment contracts • Grant back-dated or make-up incentive awards |

  11. Compensation Approach

    | Element and Purpose | Key Features | Performance Measures | | Base Salary To compensate executives competitively for their roles at MBIA | • Fixed pay • Informed by reference to peer group median and adjusted for, among other variables, tenure, knowledge, ability and experience • Level also takes account of scope of role • Reviewed annually | • Not applicable | | Annual Incentive Award To drive performance against annual strategic goals and reward appropriately | • Variable pay delivered in cash • Value determined based on performance against pre-defined objectives • Target values set with reference to peer group median • Actual bonus can range from 0% to 200% of target • The Committee has the ability to consider individual performance when determining final payouts for all MBIA’s executives excluding the CEO. The CEO’s 2025 award was based solely on the corporate scorecard | • Based on performance against the corporate scorecard of quantifiable objectives • Performance goals based on MBIA’s three-year tactical and strategic objectives |

  12. Compensation Approach

    | Element and Purpose | Key Features | Performance Measures | | Long-Term Incentive Award To provide a focus on sustainable long-term shareholder value creation, align senior leader interests with shareholders, reward appropriately and retain senior leaders | • Variable pay delivered in long-vested service-based equity • Target values informed by reference to peer group median • Awards vest subject to continued employment • Shares vest in equal installments on the third, fourth and fifth anniversaries of date of grant (annual grants) | • Continued employment (condition for vesting) |

  13. Managing Compensation-Related Risks

    Managing Compensation-Related Risks Risk is a central part of MBIA’s business, and appropriately managing that risk is critical to our success. Our approach to risk management is evident in the very core of our business. Our values embrace integrity, through our Standard of Conduct, and underscore our commitment to performance excellence. The Committee’s role relative to risk mitigation is to design and review our compensation programs to ensure that they do not encourage unnecessary, inappropriate or excessive risk-taking. The Committee’s role spans the structure of the programs themselves, including the weighting of the relative components of compensation, along with the targets attached to variable compensation opportunities. Each year, the Committee assesses MBIA’s compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on MBIA. In conducting this assessment, the Committee considered a range of areas, including: • The performance measures, and their relative balance, used within our annual incentive plan; • The attributes of MBIA’s compensation practices, such as pay mix and the range of potential minimum to maximum payouts; and • The design of MBIA’s broader compensation policies. Based on its assessment for 2025, the Committee concluded that MBIA’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on MBIA, while providing adequate incentives to build sustainable long-term shareholder value. There are a number of features of our executive compensation programs that demonstrate our strong commitment to appropriately mitigating compensation-related risk which are considered as part of this assessment described further below. Use of Discretion and Judgment. To discourage imprudent risk taking by our NEOs, when assessing outcomes under the annual incentive plan, the Committee takes account of performance against the established Company objectives, as well as a macro level view of performance and behaviors. This enables the Committee to assess not only MBIA’s accomplishments, but also how these accomplishments were achieved. If needed, the Committee can use its discretion to adjust, up or down, annual incentive awards to take into account any unanticipated or extraordinary events, or broader performance that do not align with expectations or poor risk management. Clawback. In July 2023, the Committee approved revisions to the Executive Compensation Clawback Policy that had previously been in effect since February 2013. The purpose of the revisions were to ensure the Company was compliant with the applicable listing standards in the event of a restatement. A summary of the policy can be found as Exhibit 97.1 in the Company’s Form 10-K for the period ending December 31, 2025. In summary the policy provides the Company with the authority to recover erroneously awarded compensation in the event of a financial restatement from current and former executive officers. To provide internal alignment the Committee also approved a Supplemental Executive Compensation Clawback Policy for Managing Directors. This is intended to promote ethical behavior and accountability with respect to the accuracy of financial reporting and operates on a discretionary, rather than mandatory basis, in the event of a financial restatement. No clawback-related actions pursuant to either policy were required in 2025. Stock Ownership Guidelines. MBIA has implemented stock ownership guidelines which align senior management’s interests with those of our shareholders. Under these guidelines, certain senior employees are expected to own MBIA stock worth a value equal to a multiple of their base salary.

  14. Managing Compensation-Related Risks

    As of March 12, 2026, four of our NEOs including Mr. Fallon have exceeded their ownership guidelines. The remaining NEO who was appointed in 2024 is on track to meet the ownership guidelines within the required timeframe. In assessing achievement, stock owned directly and any stock held in retirement plans will be counted. Interests such as the value of unvested restricted stock or unvested stock options are not counted. Stock Holding Periods. Once an NEO has achieved his or her ownership guideline, they are permitted to divest 25% of any excess above the guidelines during any 12-month period while the individual is still employed. Upon retirement, individuals are permitted to sell one-third of their holdings immediately, one-third a year after termination and the final third two years after termination. This provides an ongoing interest in MBIA’s long-term performance beyond employment and reinforces the importance of proactive succession planning. This does not preclude any individual electing to maintain their holdings for a longer period of time. Company Policies Prohibit Hedging and/or Pledging of Company Stock. MBIA maintains rigorous anti- hedging and anti-pledging of shares policies. Specifically, MBIA’s Insider Trading Policy prohibits Directors, officers and employees from (i) engaging in hedging transactions, (ii) pledging MBIA securities as collateral, or (iii) holding MBIA securities in a margin account, without the prior approval of such transactions by the MBIA Legal Department. The MBIA Legal Department has not been requested to approve any such transactions, and has not done so, in over ten years. The Policy also prohibits directors, officers and employees from engaging in short sales or transactions involving puts, calls and other types of options in MBIA’s securities, including equity swaps and similar derivative transactions.

  15. Compensation Peer Group

    Compensation Peer Group Another part of our compensation governance is the Committee’s review of MBIA’s compensation programs relative to what its peers are doing in the market. When reviewing our compensation programs, while keeping a keen focus on what is in MBIA’s and shareholders’ best interests, the Committee’s understanding of market practices to assess the competitiveness and appropriateness of compensation is also an important consideration.

  16. Compensation Peer Group

    | Principles for identifying compensation peers • Operate in similar or comparable industry segments: Property and Casualty Insurance, Reinsurance • Subject to similar legal or regulatory environments • Comparable in size and scope • Competitor for talent | One of the challenges for MBIA when establishing its peer group is the limited number of directly comparable organizations. Based on the established parameters (see left), that are reviewed periodically to ensure continuing relevance, the Committee has adopted a group of companies that has been in place for several years, with any changes simply reflecting the impact of transaction activity. During 2025 the Committee reviewed the composition of the peer group and determined that the current 15 companies continue to comprise a sufficient peer group. |

  17. Compensation Peer Group

    Compensation Peer Group

  18. Compensation Peer Group

    | • Ambac Financial • American Coastal Insurance Corporation • Assured Guaranty • Employers Holdings • Global Indemnity Limited • Greenlight Capital Re • HCI Group • James River Group Holdings | • Kinsale Capital Group • MGIC Investment • ProAssurance Corp. • RLI Corp. • SiriusPoint Ltd. • Universal Insurance Holdings • White Mountains Insurance |

  19. Compensation Peer Group

    We consider it important to evaluate ourselves against a robust peer group that is large enough to withstand potential changes to the composite companies. Against the established peer group, MBIA ranked below the lower quartile on assets, market capitalization and revenue at the time of our market compensation review in 2025. For roles other than the Chief Executive Officer and Chief Financial Officer, the Committee also considers data for industry companies in published compensation surveys.

  20. Base Salary

    Base Salary Base salaries are generally set based on the job content of each position, informed by salary data for comparable positions within our compensation peer group. From time to time, adjustments are also made based on the executive’s experience, performance and potential. The Committee generally targets base salaries for the NEOs around the market median for executives in similar positions within the compensation peer group.

  21. 2025 Annual Incentive

    2025 Annual Incentive The annual incentive is a performance bonus, paid in cash, which is designed to compensate NEOs for progress against MBIA’s shorter-term tactical and strategic objectives.

  22. Annual Incentive Awards for 2025 Performance

    Annual Incentive Awards for 2025 Performance The 2025 annual incentive for NEOs, as well as other associates at MBIA more broadly, is based on a scorecard of performance in four key areas, discussed in detail below: performance in our two operating subsidiaries, National (35% of total score) and MBIA Insurance (15%); performance at the corporate holding company level (10%); and enterprise-wide performance (40%). The objectives in each of these areas, along with the underlying performance targets, align to MBIA’s shorter-term tactical and strategic plan, providing direct alignment to our business strategy. The table below reflects the outcome for the scorecard for 2025, including the four areas and underlying performance objectives. Each area and goal had an associated weighting, as noted, which was used to determine the overall score under the plan, and the chart below reflects the weight and performance level assigned to each goal. The goals have been identified as strategic priorities, and are appropriate for inclusion in the annual incentive plan as they focus on areas that are of critical importance to the value proposition of shareholders, and on which senior leaders can take action today.

  23. 2025 Annual Incentive Scorecard

    2025 Annual Incentive Scorecard

  24. 2025 Annual Incentive Scorecard

    | | Below Target | Target | Above Target | Overall % of Target | | National (35%) | | | | 118% | | Portfolio Management and Remediation of Troubled Credits | | | • | | | MBIA Insurance Corporation (15%) | | | | 76% | | Portfolio Management and Remediation of Troubled Credits | • | | | | | Corporate Segment (10%) | | | | 144% | | MBIA Inc. Liquidity | | | • | | | Enterprise Objectives (40%) | | | | 127% | | ABV (10%) | | | • | | | Expense Management: Consolidated Operating Expenses (10%) | | | • | | | People Management (20%) | | | • | | | Overall Formulaic Outcome | | | | 118% |

  25. 2025 Annual Incentive Scorecard

    Performance highlights in each of the four areas were as follows:

  26. 2025 Annual Incentive Scorecard

    | National | MBIA Insurance Corporation | | • Scoring for portfolio management and remediation of troubled credits in National’s portfolio is largely focused on outcomes related to PREPA, as well as for collective general developments. A final outcome for PREPA remains to be determined. • As discussed earlier in this CD&A, in 2025 National substantially reduced its PREPA exposure. In August it succeeded in selling $374 million dollars of paid PREPA-related bankruptcy claims at accretive levels. As a result of this sale, National's financial results benefited from lower losses and loss adjustment expenses associated with National's PREPA exposure and higher estimated recoveries on National's remaining PREPA exposure. | • Continued reduction in distressed insured exposure, which, along with certain scheduled amortization, resulted in further runoff of Corp.’s insured portfolio by over 12%. • Success above was offset by failure to secure material recoveries on prior Zohar credit payments. Efforts to monetize existing assets arising from the Zohar payments will continue during 2026. |

  27. 2025 Annual Incentive Scorecard

    | Corporate Segment | Enterprise Objectives | | • Liquidity benefits from higher than expected dividends from National driven by the sale of PREPA claims and corresponding reduction in loss and loss adjustment expenses and leading to a score above target against the Company’s goals. | • The Company’s Adjusted Book Value (a non-GAAP measure discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025) per share as of year-end 2025 was $13.52, versus $13.79 as of year-end 2024 outperforming the target of $13.30 approved by the Board in February 2025. Target is set with an expectation of a reduction in year-over-year ABV, given the Company’s decision to cease pursuing new business, but insurance losses at its operating companies outperformed forecasts built into the ABV target calculation. • Consolidated Operating Expenses outperformed Plan and resulted in a score above target. • In a year in which management and retention of key employees was a particular focus of the Committee, the Company scored above target on the people management objective. |

  28. 2025 Annual Incentive Scorecard

    In 2025, target bonus opportunities for the NEOs were as set forth below. The maximum bonus opportunity was capped at two-times the target opportunity. Company performance against its annual scorecard, which establishes the default amount of NEO annual incentive compensation, was graded at 118% of target. The following table reflects the resulting annual incentive awards in respect of 2025 performance for our NEOs still in such roles as of December 31, 2025:

  29. 2025 Annual Incentive Scorecard

    | Named Executive Officer | 2025 Bonus Target % (of Base Salary) | 2025 Bonus Target | 2025 Actual Bonus Paid | 2025 Bonus Paid as a % of Target | | William C. Fallon | 133% | $1,200,000 | $1,416,000 | 118% | | Joseph R. Schachinger | 127% | $475,000 | $560,500 | 118% | | Adam T. Bergonzi | 120% | $600,000 | $708,000 | 118% | | Daniel M. Avitabile | 107% | $400,000 | $472,000 | 118% | | Christopher H. Young | 107% | $400,000 | $472,000 | 118% |

  30. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards Since the first quarter of 2024, annual long-term incentives are made in the form of MBIA equity in long-vested service-based shares and will vest in equal installments on the third, fourth and fifth anniversaries of the date of grant. The following awards were made to NEOs during 2025 representing their annual long-term incentive awards for performance year 2024.

  31. 2025 Long-Term Incentive Awards

    | Named Executive Officer | Target Award Value ($) | Target Award Value (% of 2024 Base Salary) | Number of Shares Awarded (1) | | William C. Fallon | $1,575,000 | 175% | 286,885 | | Joseph R. Schachinger | $250,000 | 71% | 45,537 | | Adam T. Bergonzi | $750,000 | 150% | 136,612 | | Daniel Avitabile | $525,000 | 140% | 95,628 | | Christopher H. Young | $525,000 | 140% | 95,628 |

  32. 2025 Long-Term Incentive Awards

    (1) The number of shares awarded were calculated by dividing the approved award value by the grant date share price which was $5.49. In addition to the annual incentive grant, the NEOs also received shares on December 31, 2025 as a result of the above target performance score of 110% for the March 2023 performance awards along with additional shares awarded in respect of the extraordinary dividend value paid in December 2023 on the 10% above target shares which are detailed in the Executive Compensation Table “Grants of plan based awards in 2025". This reporting is due to MBIA using actual stock for equity awards, rather than stock units, which requires the grant of additional shares in the event above target performance is achieved. Pay for performance – Exceeding Target on 2023-2025 Performance Shares. As of December 31, 2025, the end of the three-year performance period for performance-based share awards granted to NEOs in 2023, the TSR performance target was exceeded, resulting in a payout of 110% of target. This outcome reflected 28.9% TSR growth (8.83% on an annualized basis) over the three-year performance period (December 31, 2022 through December 31, 2025). The table below shows the number and value of performance-based shares awarded on the grant date, and the number and value of performance-based shares earned, as of December 31, 2025. Mr. Schachinger was not an NEO in 2023 and therefore did not receive a performance grant in March 2023.

  33. 2025 Long-Term Incentive Awards

    | Named Executive Officers | Performance Shares Granted (#) | Grant Date Value of Performance Shares ($) | Shares Earned (#) | | William C. Fallon | 67,163 | 1,050,000 | 73,879 | | Adam T. Bergonzi | 31,982 | 500,000 | 35,180 | | Daniel M. Avitabile | 20,789 | 325,000 | 22,868 | | Christopher H. Young | 20,789 | 325,000 | 22,868 |

  34. 2025 Long-Term Incentive Awards

    The earned shares will vest in broadly equal amounts on the third, fourth and fifth anniversaries of the initial date of grant of the target award.

  35. 2026 Long-Term Incentive Awards

    2026 Long-Term Incentive Awards Long-term incentive awards made to each of the NEOs in early 2026 (for the 2025 performance year) continued to be comprised entirely of long-vested service-based shares. The annual target grant date value of the long-term incentive awards for our CEO is unchanged at 175% of base salary and ranges from 87% - 150% of base salary for the NEOs.

  36. CEO Pay Ratio

    CEO Pay Ratio As is permitted under the SEC rules, to determine our median employee we used 2025 total cash compensation as our consistently applied compensation measure, which we calculated as the sum of salary paid in 2025 and cash incentive bonus paid for 2025 performance. Excluding our CEO, we examined a total of 56 employees as of the determination date of December 31, 2025 whether employed on a full-time or part-time basis. We believe the use of total cash compensation for all employees is a consistently applied compensation measure. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement. For 2025, the annual total compensation of our median employee, the annual total compensation of our CEO (pursuant to the methodology described above) and the resulting pay ratio are shown in the table below.

  37. CEO Pay Ratio

    | | Annual Total Compensation | | CEO Annual Total Compensation | $4,285,215 | | Median Employee Annual Total Compensation | $298,850 | | CEO Pay Ratio | 14:1 |

  38. Summary compensation table for 2025

    Summary compensation table for 2025

  39. Summary compensation table for 2025

    | Name & principal position (a) | Year (b) | Salary (c) | Stock Awards (d) (1) | Non-equity incentive plan compensation (e) (2) | All other compensation (f) (3) | Total compensation (g) | | William C. Fallon | 2025 | 900,000 | 1,676,815 | 1,416,000 | 292,400 | 4,285,215 | | Chief Executive Officer | 2024 | 900,000 | 1,743,688 | 948,000 | 312,800 | 3,904,488 | | | 2023 | 900,000 | 1,575,000 | 1,356,000 | 13,309,688 | 17,140,688 | | Joseph R. Schachinger | 2025 | 370,833 | 250,000 | 560,500 | 111,180 | 1,292,513 | | EVP, Chief Financial Officer and Treasurer | 2024 | 345,833 | 150,000 | 276,500 | 108,377 | 880,710 | | Adam T. Bergonzi | 2025 | 500,000 | 798,482 | 708,000 | 186,500 | 2,192,982 | | AVP and National’s Chief Risk Officer | 2024 | 500,000 | 822,296 | 474,000 | 180,100 | 1,976,396 | | | 2023 | 500,000 | 750,000 | 878,000 | 6,356,363 | 8,484,363 | | Daniel M. Avitabile | 2025 | 375,000 | 556,518 | 472,000 | 110,767 | 1,514,285 | | AVP and MBIA Insurance’s President and | 2024 | 366,667 | 539,716 | 316,000 | 106,308 | 1,328,691 | | Chief Risk Officer | 2023 | 325,000 | 487,500 | 395,500 | 4,318,018 | 5,526,018 | | Christopher H. Young | 2025 | 375,000 | 556,518 | 472,000 | 125,767 | 1,529,285 | | AVP and National’s Chief Financial Officer | 2024 | 366,667 | 539,716 | 316,000 | 113,808 | 1,336,191 | | | 2023 | 325,000 | 487,500 | 545,500 | 4,328,018 | 5,686,018 |

  40. Summary compensation table for 2025

    (1) The amounts shown represent the grant date value of restricted stock awards that were granted to each of the NEOs in 2025 as follows. The values shown are in accordance with Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 718. On March 4, 2025, the Board approved the grant date target value of restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan with the target value equal to 175% of our CEO’s and within the range of 71% - 150% of the other NEO’s respective base salaries in 2024. The awards were granted as time-based restricted shares with gradual vesting over five years. The performance period for the NEOs March 2023 performance awards ended on December 31, 2025 with a final performance score of 110%. As a result, on December 31, 2025, the Board approved additional restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan where the value granted equaled the 10% above target performance for the March 2023 performance grants as well as additional shares representing the value of the $8 extraordinary dividend paid by the Company in December 2023 on the 10% above target performance shares to each of the NEOs with the exception of Mr. Schachinger who had not received performance shares in March 2023. The additional shares vest following the same schedule as the performance shares from March 2023. The actual amount realized by the NEOs, if any, of time-based restricted stock would depend upon the value of our stock on the vesting dates. For a description of the stock valuations, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. See the CD&A and the “Grants of plan-based awards in 2025” table for an explanation and further details of the awards. The amounts shown represent cash performance bonuses paid on February 28, 2026 for the 2025 performance year. See the CD&A for an explanation of the 2025 bonus awards. All other compensation for each NEO includes the following (see table below). There were no perquisites paid on behalf of the NEOs in 2025.

  41. Summary compensation table for 2025

    | Name | Company contributions made to the pension and 401k retirement plans in 2025 ($) | Company contributions made to the non-qualified retirement plan in 2025 ($) | All other compensation ($) | | William C. Fallon | 50,500 | 241,900 | 292,400 | | Joseph R. Schachinger | 46,250 | 64,930 | 111,180 | | Adam T. Bergonzi | 46,250 | 140,250 | 186,500 | | Daniel M. Avitabile | 52,000 | 58,767 | 110,767 | | Christopher H. Young | 46,250 | 79,517 | 125,767 |

  42. Summary compensation table for 2025

    MBIA Inc.

  43. Grants of plan-based awards in 2025

    Grants of plan-based awards in 2025

  44. Grants of plan-based awards in 2025

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated payouts under equity plan awards (3) | | | All other stock awards: number of shares/units (#) (i) (4) | Grant date fair value of stockawards ($) (j) (5) | | Name (a) | Grant date (b) | Thresh-old ($) (c) | Target ($) (d) (1) | Maximum ($) (e) (2) | Thresh-old (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | William C. Fallon | - | - | 1,200,000 | 2,400,000 | - | - | - | - | - | | | March 4, 2025 | - | - | - | - | - | - | 286,885 | 1,575,000 | | | December 31, 2025 | - | - | - | - | - | - | 14,220 | 101,815 | | Joseph R. Schachinger | - | - | 475,000 | 950,000 | - | - | - | - | - | | | March 4, 2025 | - | - | - | - | - | - | 45,537 | 250,000 | | Adam T. Bergonzi | - | - | 600,000 | 1,200,000 | - | - | - | - | - | | | March 4, 2025 | - | - | - | - | - | - | 136,612 | 750,000 | | | December 31, 2025 | - | - | - | - | - | - | 6,771 | 48,482 | | Daniel M. Avitabile | - | - | 400,000 | 800,000 | - | - | - | - | - | | | March 4, 2025 | - | - | - | - | - | - | 95,628 | 525,000 | | | December 31, 2025 | - | - | - | - | - | - | 4,402 | 31,518 | | Christopher H. Young | - | - | 400,000 | 800,000 | | - | - | - | - | | | March 4, 2025 | - | - | - | - | - | - | 95,628 | 525,000 | | | December 31, 2025 | - | - | - | - | - | - | 4,402 | 31,518 |

  45. Grants of plan-based awards in 2025

    (1) The amounts shown represent the 2025 cash performance bonus target opportunity for each of the NEOs, and do not reflect the actual payment of any bonus to the NEOs for 2025. The actual bonuses paid for 2025 are reflected in the “Summary compensation table for 2025” under column (e). (2) The amounts shown represent the 2025 cash performance bonus maximum opportunity for each of the NEOs as determined by the achievement of Company objectives set forth at the beginning of the year and individual performance. The maximum bonus opportunity represents 200% of target. (3) The Company did not grant any performance-based shares in 2025. (4) On March 4, 2025, the Board approved the grant date target value of restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan with the target value equal to 175% of our CEO’s and within the range of 71% - 150% of the other NEO’s respective base salaries in 2024. The awards consisted of time-based restricted shares determined by the grant date value divided by the closing stock price on the date of grant and which will vest in equal installments on the third, fourth and fifth anniversary of the grant date. Upon a change in control, the NEO’s death or disability or retirement, or the company’s termination of the NEO’s employment without cause; time-based shares will immediately vest. The performance period for the NEOs March 2023 performance awards ended on December 31, 2025 with a final performance score of 110%. As a result, on December 31, 2025, the Board approved additional restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan where the value granted equaled the 10% above target performance for the March 2023 performance grants as well as additional shares representing the value of the $8 extraordinary dividend (paid by the Company in December 2023) on the 10% above target performance shares to each of the NEOs with the exception of Mr. Schachinger who had not received performance shares in March 2023. The additional shares follow the same vesting schedule as the performance shares from March 2023. (5) The amounts shown represent the grant date value of the restricted shares. The values shown are in accordance with Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 718. For a description of the stock valuation, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. MBIA Inc.

  46. Outstanding equity awards as of December 31, 2025

    Outstanding equity awards as of December 31, 2025

  47. Outstanding equity awards as of December 31, 2025

    | Name (a) | Number of shares or units of stock that have not vested (#) (b) | Market value of shares or units of stock that have not vested ($) (c) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (d) | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (e) (1) | | William C. Fallon | 23,302(2) | 166,842 | - | | - | | | - | - | 46,077(3) | | 329,911 | | | 26,276(4) | 188,136 | - | | - | | | 42,135(5) | 301,687 | - | | - | | | - | - | 81,383(6) | | 582,702 | | | - | - | 8,305(7) | | 59,464 | | | 243,431(8) | 1,742,966 | - | | - | | | 286,885(9) | 2,054,097 | - | | - | | Joseph R. Schachinger | 6,657(2) | 47,664 | - | | - | | | 7,507(4) | 53,750 | - | | - | | | 12,039(5) | 86,199 | - | | - | | | 23,184(8) | 165,997 | - | | - | | | 45,537(9) | 326,045 | - | | - | | Adam T. Bergonzi | 9,986(2) | 71,500 | - | | - | | | - | - | 19,747(3) | | 141,389 | | | 11,261(4) | 80,629 | - | | - | | | 20,064(5) | 143,658 | - | | - | | | - | - | 38,753(6) | | 277,471 | | | - | - | 3,559(7) | | 25,482 | | | 115,920(8) | 829,987 | - | | - | | | 136,612(9) | 978,142 | - | | - | | Daniel M. Avitabile | 7,212(2) | 51,638 | - | | - | | | - | - | 14,262(3) | | 102,116 | | | 8,133(4) | 58,232 | - | | - | | | 13,042(5) | 93,381 | - | | - | | | - | - | 25,191(6) | | 180,368 | | | - | - | 2,571(7) | - | 18,408 | | | 75,348(8) | 539,492 | - | | - | | | 95,628(9) | 684,696 | - | | - |

  48. Outstanding equity awards as of December 31, 2025

    | Christopher H. Young | 7,212(2) | 51,638 | - | | - | | | - | - | 14,262(3) | | 102,116 | | | 8,133(4) | 58,232 | - | | - | | | 13,042(5) | 93,381 | - | | - | | | - | - | 25,191(6) | | 180,368 | | | - | - | 2,571(7) | - | 18,408 | | | 75,348(8) | 539,492 | - | | - | | | 95,628(9) | 684,696 | - | | - |

  49. Outstanding equity awards as of December 31, 2025

    (1) The amounts shown are equal to the number of shares disclosed in the prior column multiplied by $7.16 per share, the closing market value of the shares on December 31, 2025. (2) On March 4, 2021, the Board approved restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan comprised of a combination of time- and performance-based restricted shares with one-third in the form of time-based restricted stock and two-thirds of the award being in the form of performance-based restricted stock (described in footnote 3) as determined by the grant date value, to each of the NEO’s, with the exception of Mr. Schachinger who did not hold the title of CFO at the time these awards were granted. On March 4, 2021 Mr. Schachinger received a long-term incentive award fully comprised of time-based restricted shares. The remaining unvested time-based shares shown will vest on the fifth anniversary of the grant date for all of the NEO’s including Mr. Schachinger, subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). (3) In connection with the March 4, 2021 restricted stock awards noted in footnote 2, the performance-based restricted stock was granted at target. The target performance score is 100% with the percentage of performance-based shares that can be earned between 0% and 200%. The performance score was based on the achievement of TSR over the three-year performance period starting on December 31, 2020 and ending on December 31, 2023. TSR will take into account both stock price appreciation and dividends paid by the Company, if applicable. The beginning stock price was the closing share price on December 31, 2020. The ending stock price was the average stock price over 60 trading days preceding and including the last day of the performance period. The number of performance-based shares earned was equal to the number of performance-based shares granted multiplied by the performance score. Earned shares vest in equal installments on the third, fourth and fifth anniversary of the grant date, subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). Performance-based shares not earned would be forfeited. The performance-based shares shown in Column (d) represent one-third of the shares granted adjusted for the actual performance score of 118%. The performance results reflect a TSR value of 9.48% based on an annualized TSR for the three-year performance period that ended on December 31, 2023. The market value of these shares are shown in Column (e). (4) On March 3, 2022, the Board approved restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan comprised of a combination of time- and performance-based restricted shares with one-third in the form of time-based restricted stock and two-thirds of the award being in the form of performance-based restricted stock as determined by the grant date value, to each of the NEO’s, with the exception of Mr. Schachinger who did not hold the title of CFO at the time these awards were granted. On March 3, 2022 Mr. Schachinger received a long-term incentive award fully comprised of time-based restricted shares. The remaining unvested time-based shares shown will vest in equal installments on the fourth and fifth anniversary of the grant date for all of the NEOs including Mr. Schachinger, subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). On December 31, 2024, each of the NEOs, as applicable, forfeited all shares of performance-based restricted stock that were granted as part of the March 3, 2022 restricted stock awards as threshold performance was not met. (5) On March 3, 2023, the Board approved restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan comprised of a combination of time- and performance-based restricted shares with one-third in the form of time-based restricted stock and two-thirds of the award being in the form of performance-based restricted stock (described in footnote 6) as determined by the grant date value, to each of the NEO’s, with the exception of Mr. Schachinger who did not hold the title of CFO at the time these awards were granted. On March 3, 2023 Mr. Schachinger received a long-term incentive award fully comprised of time-based restricted shares. The time-based shares shown will vest in equal installments on each of the third, fourth and fifth anniversary of the grant date for all of the NEO’s including Mr. Schachinger, subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). (6) In connection with the March 3, 2023 restricted stock awards noted in footnote 5, the performance-based restricted stock was granted at target. The target performance score is 100% with the percentage of performance-based shares that can be earned between 0% and 200%. The performance score will be based on the achievement of TSR over the three-year performance period starting on December 31, 2022 and ending on December 31, 2025. TSR will take into account both stock price appreciation and dividends paid by the Company, if applicable. The beginning stock price is the closing share price on December 31, 2022. The ending stock price will be the average stock price over 60 trading days preceding and including the last day of the performance period. The number of performance-based shares earned will be equal to the number of performance-based shares granted multiplied by the performance score. Earned shares will vest in equal installments on the third, fourth and fifth anniversary of the grant date, subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). Performance-based shares not earned will be forfeited. The performance-based shares shown in column (d) represents the number of shares granted times the actual performance score of 110% plus additional shares which reflect the value of the $8 extraordinary dividend, paid by the company in December 2023, on the 10% above target value of the March 3, 2023 performance awards where the performance period ended on December 31, 2025. These additional shares were awarded to each of the NEO's with the exception of Mr. Schachinger as he did not hold the title of CFO and had not received performance shares on March 3, 2023. The performance results reflect a TSR value of 8.83% based on an annualized TSR for the three-year performance period that ended on December 31, 2025. The market value for these shares are shown in Column (e). (7) On February 20, 2024, the Board approved restricted stock awards under the Amended and Restated MBIA Inc. Omnibus Incentive Plan which reflected the value of the $8 extraordinary dividend, paid by the company in December 2023, on the 18% above target value of the March 4, 2021 performance stock awards where the performance period ended on December 31, 2023. Grants on February 20, 2024 were awarded to each of the NEO’s with the exception of Mr. Schachinger as he did not hold the title of CFO and had not received performance shares on March 4, 2021. The vesting schedule for these shares will follow the vesting schedule of the March 4, 2021 performance shares where the first third of these awards vested in March 2024 and the second third vested in March 2025 with the remaining unvested shares vesting on the fifth anniversary of the March 4, 2021 grant date subject to the NEO’s continued employment on the vesting date (subject to certain exceptions). (8) The restricted stock shown was granted on March 4, 2024 as time-based shares under the Amended and Restated MBIA Inc. Omnibus Incentive Plan and will vest in equal installments on the third, fourth and fifth anniversary of the grant date subject to continued employment (subject to certain exceptions).

  50. Outstanding equity awards as of December 31, 2025

    (9) The restricted stock shown was granted on March 4, 2025 as time-based shares under the Amended and Restated MBIA Inc. Omnibus Incentive Plan and will vest in equal installments on the third, fourth and fifth anniversary of the grant date subject to continued employment (subject to certain exceptions). MBIA Inc.

  51. Stock vested in 2025

    Stock vested in 2025

  52. Stock vested in 2025

    | | Stock awards | | | Name (a) | Number of shares acquired on vesting (#) (b) | Value realized on vesting ($) (c) (1) | | William C. Fallon | 1,166,851 | 6,449,579 | | Joseph R. Schachinger | 25,124 | 138,669 | | Adam T. Bergonzi | 571,508 | 3,159,107 | | Daniel M. Avitabile | 384,978 | 2,127,967 | | Christopher H. Young | 384,978 | 2,127,967 |

  53. Stock vested in 2025

    (1) The amount represents the market value of the vested stock on the vesting date. MBIA Inc.

  54. Non-qualified deferred compensation in 2025

    Non-qualified deferred compensation in 2025

  55. Non-qualified deferred compensation in 2025

    | Name (a) | Executive contributions in 2025 ($) (b) (1) | Company contributions in 2025 ($) (c) (1) | Earnings (Losses) in 2025 ($) (d) (2) | Withdrawals/ distributions in 2025 ($) (e) | Balance as of 12/31/25 ($) (f) | | William C. Fallon | 161,300 | 241,900 | 2,349,139 | - | 16,602,869 | | Joseph R. Schachinger | 8,867 | 64,930 | 343,878 | - | 2,175,058 | | Adam T. Bergonzi | 34,940 | 140,250 | 1,159,771 | - | 6,204,660 | | Daniel M. Avitabile | 11,050 | 58,767 | 143,171 | - | 1,642,483 | | Christopher H. Young | 61,400 | 79,517 | 523,242 | - | 3,688,389 |

  56. Non-qualified deferred compensation in 2025

    (1) MBIA maintains a non-qualified defined contribution retirement plan. Under this plan, MBIA contributes amounts that it is precluded from contributing to the money-purchase pension and 401(k) plans because of Internal Revenue Code limitations. The amounts contributed include both Company and NEO contributions. For compensation awarded for the 2025 performance year, non-qualified plan participants are eligible to receive Company pension contributions based on aggregate salary and bonus compensation of up to $2.0 million. The Company contributions shown in the table above include Company pension contributions made in 2025 for the 2024 performance year. NEOs become fully vested in Company contributions on the fifth year of participation in the plan. The NEO contribution amounts are included in the salary and performance bonus as reported in the “Summary compensation table for 2025” under columns (c) and (e) respectively. The Company contribution amounts are included in all other compensation as reported in the “Summary compensation table for 2025” under column (f). (2) Assets under this plan are participant-directed and employee account balances and contributions are subject to market-based returns. Plan participants may self-direct their investments among multiple investment options. The earnings (losses) shown represent the change in market value in 2025, including any dividends and interest earned during the year.

  57. Pay Versus Performance Table and Supporting Narrative for 2025

    Pay Versus Performance Table and Supporting Narrative for 2025 The following section contains information regarding “compensation actually paid” to our Named Executive Officers (NEOs) and the relationship between those amounts and certain company performance metrics.

  58. Pay Versus Performance Table

    Pay Versus Performance Table

  59. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (5) | for Non-PEO Named Executive Officers ($) (2) | to Non-PEO Named Executive Officers ($) (2) (5) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income ($m) | Adjusted Book Value Per Share ($) (4) | | 2025 | 4,285,215 | 3,937,229 | 1,632,266 | 1,548,843 | 239.35 | 202.86 | (177) | 13.52 | | 2024 | 3,904,488 | 4,105,284 | 1,599,377 | 1,719,742 | 215.94 | 176.45 | (447) | 13.79 | | 2023 | 17,140,688 | 4,970,732 | 7,093,600 | 2,206,884 | 204.56 | 135.21 | (491) | 17.66 | | 2022 | 4,005,800 | (3,035,560) | 1,595,180 | (1,184,433) | 195.29 | 120.61 | (195) | 28.73 | | 2021 | 4,020,800 | 23,148,168 | 1,609,800 | 9,009,475 | 239.97 | 134.87 | (445) | 31.77 |

  60. Pay Versus Performance Table

    (1) The Principal Executive Officer (“PEO”) for all five years is Mr. Fallon. (2) For 2021 and 2022 the non-PEO NEOs includes Messrs. McKiernan, Bergonzi, Avitabile, Young and Harris. For 2023 the non-PEO NEOs includes Messrs. McKiernan, Bergonzi, Avitabile and Young. For 2024 the non-PEO NEOs includes Messrs. Schachinger, McKiernan, Bergonzi, Avitabile and Young. For 2025 the non-PEO NEOs includes Messrs. Schachinger, Bergonzi, Avitabile and Young. (3) Peer Group used for TSR comparisons reflects the S&P Financials Index as used in Item 5 of our annual Form 10-K (total shareholder return comparison graph). (4) Our company-selected measure is Adjusted Book Value, a non-GAAP measurement calculated by management for certain internal purposes, removing and adding certain components of GAAP Book Value, as described further in the Results of Operations section of Item 7 of our annual Form 10-K. (5) To calculate “compensation actually paid” for our CEO and other NEOs, the “total pay” referenced in the Summary Compensation Table was adjusted only in the value of equity awards, since the Company does not have any actuarially valued pension arrangements and the value of the special dividend is included in the Summary Compensation Table pay for 2023.

  61. Pay Versus Performance Table

    | | PEO | Other NEO Average | | Adjustments | 2025 | 2025 | | Summary Compensation Table Total | 4,285,215 | 1,632,266 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | 1,676,815 | 540,380 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 2,107,825 | 683,107 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FYs that remained outstanding | 309,283 | 92,462 | | Addition of fair value at FY end of equity awards granted and vested during the FY | 0 | 0 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FYs that vested during the FY | (1,088,279) | (318,612) | | Deduction of the fair value at the prior FY end for awards granted in a prior FY that failed to meet their vesting conditions | 0 | 0 | | Compensation Actually Paid (CAP) | 3,937,229 | 1,548,843 |

  62. Pay Versus Performance Table

    No adjustments were required in respect of elements not shown in the table above. The equity awards included above comprise time-based and performance-based restricted stock. The fair values were calculated on each of the required measurement dates using assumptions derived based on criteria consistent with those used for grant date fair value calculations. The fair values of time-based restricted stock were determined based on the closing price of the Company’s common stock on the vesting dates. The measurement date fair values of performance-based stock awards, prior to the end of the performance period, were determined using a Monte Carlo fair value simulation. On the final measurement date at the end of the performance period, the fair value was determined based on the approved payout factor multiplied by the closing price of the Company stock on that date. On the vesting date (following the conclusion of the performance period for performance-based restricted stock awards), the fair value is determined based on the approved payout factor multiplied by the closing price of the Company stock on that date. The final payout factors for performance-based stock awards granted in years 2018, 2019, 2020, 2021, 2022 and 2023 are as follows: 0% of target, 176% of target, 92% of target, 118% of target, 0% of target and 110% of target, respectively.

  63. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear visual description of the relationship between “compensation actually paid” and certain company performance metrics, with specific reference to Total Shareholder Return, GAAP Net Income and Adjusted Book Value Per Share. The strongest corollary metric to “compensation actually paid” is Total Shareholder Return, given the impact of stock price on both the value of our time- and performance-based share awards, with the latter evident in the expected and actual levels of payout and the value of the underlying awards on each measurement date. GAAP Net Income is not actively used in our incentive plans and is of limited relevance to the Company given the nature of our operations. While Adjusted Book Value per share is one of a number of objectives evaluated as part of our incentive plans, it only accounts for 10% of the annual incentive determination and thus its impact on compensation actually paid is limited.

  64. Potential payments upon termination or change in control as of December 31, 2025

    Potential payments upon termination or change in control as of December 31, 2025 The Company’s compensation and benefit plans provide certain compensation payments and benefits under various termination events. The following summaries describe potential compensation and benefits payable to the NEOs upon termination of employment under the following events: (a) involuntary (not for cause) or constructive termination following a change in control, (b) retirement (if eligible), (c) voluntary termination, (d) involuntary (not for cause) termination without a change in control and (e) death or disability. In general, employees participating in the compensation and benefit plans are treated similarly with respect to the various termination scenarios. Differences may apply where NEOs are covered under individual agreements as described below. Following the narrative are tables with estimated dollar values associated with these payments and benefits for each NEO. (a) Involuntary (not for cause) or constructive termination following a change in control. On November 8, 2006, the Company adopted the Key Employee Employment Protection Plan (the “KEEP Plan”), which superseded any existing employment protection agreements. Its purpose is to assure the Company of the services of key executives during a change in control of the Company, and to provide these executives with financial assurances so they can focus on their responsibilities without distraction and can exercise their judgment without bias due to personal circumstances. The KEEP Plan covers Mr. Fallon as of December 31, 2025. The Company does not intend to cover any other executives under the KEEP Plan in the future. On February 27, 2007, the Company adopted an amendment to the KEEP Plan. A copy of the amended KEEP Plan and a form of an individual agreement has been filed as Exhibit 10.80 and Exhibit 10.81, respectively, to the Company’s Form 10-K filed on March 1, 2007. The Company adopted another amendment on February 22, 2010 to the KEEP Plan. A copy of this amendment has been filed as Exhibit 10.13 to the Form 10-K filed on March 1, 2010. The KEEP Plan provides that the Company will continue to employ Mr. Fallon for a period of 24 months from the effective date of the change in control; and his position, title, authority and responsibilities as well as salary, bonus and other elements of compensation and benefits are to be maintained at levels equal to or commensurate with levels existing prior to the change in control. Compensation payable and benefits under the KEEP Plan are triggered by a change in control of the Company followed by an involuntary termination by the Company (not for cause) or a voluntary termination for good cause (constructive termination). These terminations are each referred to as a “qualifying termination.” In the event of a qualifying termination during the 24-month effective period, Mr. Fallon will receive a lump sum severance payment equal to two-times the sum of his annual base salary and the average of the actual annual bonuses paid to him for the prior two years. The severance payment will also include a pro-rated annual bonus for the year of termination equal to the average of the annual bonuses paid for the prior two years. The KEEP Plan provides that in the event of a qualifying termination, time-based restricted stock will become fully vested and the vesting of performance shares shall be administered in accordance with the terms of the applicable award agreement. Under the KEEP Plan, Mr. Fallon will also receive continued health and group life insurance coverage for a period of 24 months following the date of the qualifying termination and a credit to the Company’s non-qualified retirement plan in an amount equal to the amount that otherwise would have been contributed on his behalf under the Company’s money- purchase pension plan had his employment continued for another 24 months. In addition, all unvested retirement account balances will become fully vested. To the extent that any payments are subject to an excise tax, a tax gross-up payment may be made to Mr. Fallon, subject to the conditions described below. To the extent a tax gross-up payment is required to be made under the KEEP Plan, such payment will be made only if the total payments exceed the IRS excise tax safe harbor limit by at least 10%. If such total payments are less than 10% over the safe harbor limit, KEEP Plan payments to Mr. Fallon will be reduced to the extent necessary to eliminate any excise tax. As a condition to the receipt of benefits, the KEEP Plan requires that Mr. Fallon agree to be bound by a non-competition and non-solicitation clause and a non-disparagement clause. A violation of any of these clauses will result in a loss of future severance benefits and possible forfeiture to the Company of any severance already paid. For Messrs. Schachinger, Bergonzi, Avitabile and Young; upon an involuntary termination (not for cause) following a change in control there are no cash payment or benefit obligations with the exception of the long-term cash retention awards for Messrs. Fallon, Bergonzi, Avitabile and Young. There is immediate vesting of time-based restricted stock and performance-based shares will vest to the extent that the “performance score” criteria are satisfied. (b) Retirement. On November 8, 2006, the Company adopted voluntary retirement benefits that provide certain benefits to the Company’s employees (including NEOs) upon retirement (the “Retirement Program”). To be eligible for the retirement benefits as described below an NEO must (i) be at least 55 years old, (ii) have at least five years of service and (iii) give at least a six-month advance notice of retirement. The Compensation Committee may waive any of the eligibility conditions or amend any of the provisions of the Retirement Program. Changes have been made to the Retirement Program’s terms since its inception. In 2017, the Company made changes to the treatment of year-end performance bonus and healthcare benefits to remain current with Company policies and practices. Following is a summary of the current compensation and benefits under the Company’s Retirement Program. Annual performance bonus. The performance bonus will be determined based on the NEOs target bonus and adjusted for company and individual performance, and subject to management discretion. Unvested Restricted stock. With respect to the restricted stock awards granted in March of 2021 through 2023, time- based shares shall remain outstanding, subject to post-employment restrictive covenants that may include a non-compete and/or non-solicitation covenant, and will vest on the award’s vesting dates. Performance shares earned at the end of the performance period shall remain outstanding, and will vest on the award’s vesting dates, subject to the restrictive covenants as noted above. All other time-based restricted stock will immediately vest upon the retirement date. Long-term incentive award. The Company will provide a cash payment in consideration of the LTI award that otherwise would have been granted to the NEO in the current or subsequent year, with such payment prorated based on the number of months of service in the year of retirement and subject to management discretion. Restrictive covenants. The vesting of LTI and cash payment in consideration of LTI will require the NEO to consent to a non-solicitation and non-disparagement provision; and at management’s discretion, a non-compete restriction. Health care benefits. The NEOs can continue medical and dental benefits under the Company’s health care program until age 65 with the NEO assuming the full premium costs. Retirement plans. Vested account balances under the 401(k), money-purchase pension and non-qualified plans remain available and unvested balances are forfeited.

  65. Potential payments upon termination or change in control as of December 31, 2025

    Accrued and unused vacation. Accrued and unused vacation time as of the retirement date will be paid at retirement. (c) Voluntary termination. Upon the voluntary termination or resignation of an NEO, there are no cash payment obligations and unvested time- and performance-based restricted stock is forfeited. Vested account balances under the 401(k), money-purchase pension and non-qualified plans remain available and unvested balances are forfeited. (d) Involuntary (not for cause) termination without change in control. Upon an involuntary termination not for cause there are no cash payment obligations with the exception of the long-term cash retention awards for Messrs. Fallon, Bergonzi, Avitabile and Young. Any cash payment may be paid at the discretion of the Board. With respect to the annual restricted stock awards granted in March of 2021 through 2023, there is immediate vesting of time- based restricted stock and performance-based restricted stock will continue to vest beyond the termination date in accordance with the original vesting terms and to the extent that the “performance score” criteria are satisfied. All other time-based restricted stock will be forfeited. Vested account balances under the 401(k), money-purchase pension and non-qualified plans remain available and unvested balances are forfeited. (e) Death or total disability. Upon the death or total disability of an NEO, there are no cash payment obligations with the exception of the long-term cash retention awards for Messrs. Fallon, Bergonzi, Avitabile and Young. There is immediate vesting of time-based restricted stock and performance-based shares will vest to the extent that the “performance score” criteria are satisfied. All unvested retirement account balances will become fully vested. Tables showing potential post termination payments. The following tables show the potential value of the compensation and benefits that would become payable as a result of the different termination events described above for each of the NEOs. The values have been estimated as if the termination event occurred on December 31, 2025 and assumes the closing market value of the Company’s shares on that date which was $7.16. The tables do not include amounts the NEOs would normally receive without regard to the circumstances of termination. Following are notes to explain the values shown in the tables below. (1) Under “Termination following a change in control”, compensation and benefit values reflect the provisions as described under the KEEP Plan for Mr. Fallon. For the other NEOs, their compensation values reflect the terms of their respective stock awards. In addition, the values for performance-based and time-based restricted stock reflect the amount the NEO would have been entitled to receive in respect of such equity awards had a change in control occurred on December 31, 2025, whether or not the executive experienced a termination of employment on December 31, 2025. (2) Under “Voluntary termination” or “Retirement”, Messrs. Fallon, Schachinger and Bergonzi are retirement-eligible under the Company’s Retirement Program as of December 31, 2025 and the amounts shown reflect the compensation and benefits as described under retirement. For the other NEOs the amounts reflect a voluntary termination. (3) Under “Involuntary termination”, any cash severance and cash bonus will be paid at the discretion of the Board. Under “Death or total disability payments” amounts reflect the compensation and benefit treatments as described under “Death or total disability” above.

  66. Proposal 1: Election of Directors

    Proposal 1: Election of Directors All of MBIA’s Directors are elected at each annual shareholders’ meeting for a one-year term. Shareholders will elect six Directors at the 2026 Annual Meeting to serve a term expiring at the 2027 Annual Meeting. Following is information about each nominee, including biographical data for at least the last five years, and the reasons why each has been nominated for election to the Board. Should one or more of these nominees become unavailable to accept the nomination or election as Director (an event not now anticipated), all proxies received will be voted for such other persons as the Board may recommend, unless the Board reduces the number of Directors.

  67. Proposal 1: Election of Directors

    | Diane L. Dewbrey | Biographical data: Ms. Diane L. Dewbrey was elected to the Company’s Board of Directors in November 2018. Ms. Dewbrey is currently a director of Barrett Business Services, Inc. since 2019 and is currently a member of their Risk and Finance Committee and is Chair of their Nominating and` Governance Committee. For five years, until its merger with Consolidated Communications in 2014, Ms. Dewbrey served as an Independent Director and then Chair (2013-14) of the Board of Enventis, Inc. Ms. Dewbrey earned her BS degree in Mathematics from Xavier University. She is an NACD Governance Fellow. Prior to serving as a director at Enventis, she held various senior positions at Fifth Third Bancorp, where over an eighteen year period she became Senior Vice President & Director of Central Operations and a member of the Executive Management Team, and at Foundation Bank, where in her ten years with the company she served as CEO and a Director of the Foundation Bancorp and Foundation Bank Board. Ms. Dewbrey is currently a Director of the YMCA of the USA where she also serves as Chair of the Investment Committee. Age 61. Reasons for Ms. Dewbrey’s nomination: Ms. Dewbrey has been nominated to serve as a Director of the Company due to her extensive experience in leadership positions in the financial services industry. In addition to her board leadership and senior management experience in areas including finance and investments, Ms. Dewbrey has a history of contributing meaningfully to community organizations. | | William C. Fallon | Biographical data: Mr. Fallon was elected as a Director of the Company in May 2017, and appointed as Chief Executive Officer in September 15, 2017. Prior to being named Chief Executive Officer and Director, Mr. Fallon served as President, Chief Operating Officer, and Vice President of the Company and head of the Global Structured Finance Division. Mr. Fallon also serves as President and Chief Executive Officer of National. From July of 2005 to March 1, 2007, Mr. Fallon was Vice President of the Company and head of Corporate and Strategic Planning. Prior to joining the Company in 2005, Mr. Fallon was a partner at McKinsey & Company and co-leader of that firm’s Corporate Finance and Strategy Practice. Age 66. Reasons for Mr. Fallon’s nomination: Mr. Fallon has been nominated to serve as a Director of the Company due to his extensive experience with the Company as President and Chief Operating Officer of the Company and his knowledge of and experience with the Company’s business and operations, his role as CEO of National and his expertise and knowledge of the financial guarantee and financial services industry. |

  68. Proposal 1: Election of Directors

    | Steven J. Gilbert | Biographical data: Mr. Gilbert was elected to the Board of Directors in May 2011 and was elected as Chairman in July 2023. He is currently Chairman of the Board of Gilbert Global Equity Partners, L.P., a private equity fund, Vice Chairman of the Executive Board of MidOcean Capital Partners, L.P., a private equity firm, a Director of Oaktree Capital Management, an investment firm, and a Director for SDCL EDGE Acquisition Corporation, a publicly-traded company special purpose acquisition corporation and has served in these capacities since 1998, 2005, 2016 and 2021, respectively. He was previously Chairman of the Board of CPM, Inc., a global provider of process machinery for the feed industry and Chairman and Senior Managing Director of SUN Group (USA), an investment firm, from 2007 to 2009. Previously, Mr. Gilbert was Managing General Partner of Soros Capital, L. P., Commonwealth Capital Partners, L.P., and Chemical Venture Partners. He also held investment banking positions with Morgan Stanley & Co., Wertheim & Co., Inc. and E.F. Hutton International. Mr. Gilbert was admitted to the Massachusetts Bar in 1970 and practiced law at Goodwin Procter & Hoar in Boston, Massachusetts. Mr. Gilbert is a Director and Chairman of the Board at Tripointe Homes, Inc., Empire State Realty Trust, Inc., and Fairholme Funds, Inc. He is also a member of the Writer’s Guild of America (East) and the Council on Foreign Relations, and a Director of the Lauder Institute at the University of Pennsylvania. Within the past five years, Mr. Gilbert served as a Director of several privately held companies. Mr. Gilbert has also served on the boards of more than 25 companies over the span of his career. Age 78. Reasons for Mr. Gilbert’s nomination: Mr. Gilbert has been nominated to serve as a Director of the Company due to his extensive experience in leadership positions in the financial services industry and long history of board service, including both with insurance companies and a diverse group of other companies, as well as his expertise accrued during his career in finance, private equity investing, investment banking and law. | | Janice L. Innis-Thompson | Biographical data: Ms. Innis-Thompson was elected to the Board of Directors in October 2021. Ms. Innis-Thompson is currently a director at the Executive Leadership Council and National Forest Foundation. She has also served on Boards for Bridge Builder Mutual Fund, an Edward Jones Complex; The Wardlaw-Hartridge School; Board IQ; New York Police Department Audit Advisory Board; and Hale House. Since 2020, Ms. Innis-Thompson has been Senior Vice President, Corporate Litigation & Legal Operations for Nationwide. For the three prior years, she was Chief Compliance Officer for Samsung Electronics America. Ms. Innis-Thompson earned a BS degree in Public Relations from University of Florida and a Juris Doctor degree from University of Florida – Fredric G. Levin College of Law. Prior to her employment with Samsung Electronics America, Ms. Innis-Thompson was Senior Managing Director, Chief Compliance & Ethics Officer during a 10-year career at TIAA. Age 60. Reasons for Ms. Innis-Thompson’s nomination: Ms. Innis-Thompson has been nominated to serve as a Director of the Company due to her extensive experience in leadership positions in the insurance industry. In addition to her board leadership and senior management experience in areas including legal and compliance, Ms. Innis-Thompson has a history of contributing meaningfully to community organizations. |

  69. Proposal 1: Election of Directors

    | Theodore Shasta | Biographical data: Mr. Shasta was elected to the Board of Directors in August 2009. Mr. Shasta is a former Senior Vice President and Partner of Wellington Management Company, a global investment advisor. At Wellington Management Company, Mr. Shasta specialized in the financial analysis of publicly traded insurance companies, including both property-casualty and financial guarantee insurers. Mr. Shasta joined Wellington Management Company in March 1996 as a global industry analyst responsible for the insurance industry. In January 2008, Mr. Shasta became a portfolio advisor responsible for senior-level relationship management for existing institutional clients and consultants as well as development of new business, a position that he held until June 2009. In addition, effective January 1999, Mr. Shasta was elected Partner and was promoted to Senior Vice President, and served in such positions until he withdrew from the partnership in June 2009. He also served on Wellington Management’s Audit Committee from January 2004 to June 2009 and was Chair of that Committee from January 2008 until June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President with Loomis, Sayles & Company where he was an industry analyst responsible for the automotive, freight transportation and insurance industries. Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. Mr. Shasta earned his Chartered Financial Analyst designation in 1986. Mr. Shasta is a member of the Board of Directors of Chubb Limited (formerly ACE Limited) and serves as a member of its Audit Committee. Age 74. Reasons for Mr. Shasta’s nomination: Mr. Shasta has been nominated to serve as a Director of the Company due to his 25 years of experience as a financial analyst covering the insurance industry and the Company since it became a publicly traded entity, coupled with his in-depth understanding of economics, accounting and regulatory oversight of the financial guarantee industry and knowledge of the Company’s current operating environment. | | Richard C. Vaughan | Biographical data: Mr. Vaughan was elected to the Board of Directors in August 2007. He served as Executive Vice President and Chief Financial Officer of Lincoln Financial Group from 1995 until his retirement in May 2005. He joined Lincoln in July 1990 as Senior Vice President and Chief Financial Officer of Lincoln National’s Employee Benefits Division. In June 1992, he was appointed Chief Financial Officer for the corporation. He was promoted to Executive Vice President in January 1995. He was previously employed with EQUICOR from September 1988 to July 1990, where he served as a Vice President in charge of public offerings and insurance accounting. Prior to that, Mr. Vaughan was a Partner at KPMG Peat Marwick in St. Louis, from July 1980 to September 1988. Age 76. Reasons for Mr. Vaughan’s nomination: Mr. Vaughan has been nominated to serve as a Director of the Company due to his extensive experience in financial services and insurance businesses, his board service and his general knowledge and experience in financial matters, including as a Chief Financial Officer. |

  70. Proposal 1: Election of Directors

    The Board has elected Mr. Gilbert as Chairman. In such capacity, he presides at non-management Director meetings. Shareholders or interested parties wishing to communicate with our Chairman or with the non-management Directors as a group may do so by submitting a communication in a confidential envelope addressed to the Chairman or the non-management Directors, in care of the Company’s Corporate Secretary, 1 Manhattanville Road, Suite 202, Purchase, New York 10577. Director independence. The Company’s Board of Directors has determined in accordance with the independence standards set forth in the Board Practices that each Director named below is an Independent Director and that none of the Directors named below have any material relationships with the Company. Such Independent Directors are: Diane L. Dewbrey, Steven J. Gilbert, Janice L. Innis-Thompson, Theodore Shasta and Richard C. Vaughan. In addition, each of the Directors named in the foregoing sentence qualifies as an “independent director” under the NYSE Corporate Governance Listing Standards. These Independent Directors constitute a significant majority of the Company’s Board, consistent with the policy set out in the Board Practices. In addition to the Board-level standards for Director independence, each member of the Audit Committee meets the enhanced independence requirements of the SEC and the NYSE for members of the Audit Committee, and each member of the Compensation Committee meets the enhanced independence requirements of the SEC and the NYSE for members of the Compensation and Governance Committee. The Board Practices include the following independence standards designed to assist the Board in assessing Director independence, and can be found on the Company’s website, www.mbia.com, under the “Corporate Responsibility and Governance” link. The terms “MBIA” and “the corporation” in the following standards refer to MBIA Inc. “The Board shall consist of a significant majority of independent directors. A director will not be considered “Independent” if such director • is a member of management or an employee or has been a member of management or an employee within the last five years; • has a close family or similar relationship with a member of key management; • is a lawyer, advisor or consultant to the corporation or its subsidiaries or has a personal service contract with the corporation or any of its subsidiaries; • has any other relationship with the corporation or its subsidiaries either personally or through his or her employer which, in the opinion of the Board, would adversely affect the director’s ability to exercise his or her independent judgment as a director; • is currently or has been within the last five years an employee of the corporation’s independent auditor; • is currently or has been within the last five years an employee of any company whose compensation committee includes an officer of MBIA; and • is an immediate family member (i.e., spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law or anyone (other than a domestic employee) who shares a person’s home) of a person described in either of the two previous categories. Because the corporation is a major financial institution, outside directors or the companies they are affiliated with will sometimes have a business relationship with the corporation or its subsidiaries. Directors and companies with which they are affiliated are not given special treatment in these relationships. The Board believes that the existence of a business relationship is not, in and of itself, sufficient to disqualify a director from being considered an independent director. The materiality of the relationships and the director’s own ability to exercise independent judgment shall be evaluated, and external criteria for independence, such as those promulgated by the SEC and the NYSE shall be considered, including the enhanced independence requirements of the SEC and the NYSE for members of the Audit Committee and members of the Compensation and Governance Committee. To help maintain the independence of the Board, all directors are expected to deal at arm’s length with the corporation and its subsidiaries and to disclose circumstances material to the director which might be perceived as a conflict of interest. The corporation shall disclose publicly, as required by law, its compliance with the requirement that a majority of its Board is comprised of independent directors. The Board will make independence determinations on an annual basis prior to approving the director nominees for inclusion in the corporation’s proxy statement and, if an individual is to be elected to the Board other than at an annual meeting, prior to such election. Each director and nominee for director shall provide the corporation with full information regarding his or her business and other affiliations for purposes of evaluating the director’s independence.” The Board of Directors recommends unanimously that you vote FOR this proposal to elect six Directors. Vote necessary to elect six incumbent Directors. Directors are elected by a plurality of the votes cast under applicable law. Pursuant to the Company’s By-Laws, an incumbent Director who fails to receive a majority of votes cast “for” his or her election in an uncontested election will be required to tender his or her resignation no later than five business days from the date of the certification of the election results and, no later than 90 days from such certification, the Board will accept such resignation absent compelling reasons. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Abstentions from voting on the proposal and broker non-votes will have no effect on the outcome of the election or the resignation requirement.