DEF 14A of Mgic Investment Corp, Mar 22, 2024

DEF 14A of Mgic Investment Corp

Filed Mar 22, 2024 · FY20230000876437-24-000057

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Name | | | Age1 | Director Since | Primary Occupation | Independent | Committee Memberships2 | | Analisa M. Allen | | | 65 | 2020 | Consultant with Gerson Lehrman Group; Former CIO of Data & Analytics and CIO for Home Lending Technology of JP Morgan Chase's consumer bank | Yes | • BT&T • Risk Management | | Daniel A. Arrigoni | | | 73 | 2013 | Former President and CEO of U.S. Bank Home Mortgage Corp. | Yes | • MDNG • Risk Management | | C. Edward Chaplin ▲ | | | 67 | 2014 | Former President and CFO of MBIA Inc. | Yes | • Audit (C) • Securities Inv. | | Curt S. Culver | | | 71 | 1999 | Chairman of the Board and former CEO of MGIC Investment Corp. | No | • Executive | | Jay C. Hartzell ▲ | | | 54 | 2019 | President of the University of Texas at Austin | Yes | • Audit • Risk Management | | Timothy A. Holt | | | 71 | 2012 | Former SVP and Chief Investment Officer of Aetna, Inc. | Yes | • MDNG • Securities Inv. (C) | | Jodeen A. Kozlak | | | 60 | 2018 | Founder and CEO of Kozlak Capital Partners, LLC; Former Global SVP of Human Resources of Alibaba Group | Yes | • BT&T (C) • MDNG | | Michael E. Lehman | | | 73 | 2001 | Lead Independent Director of MGIC Investment Corp; Former EVP and CFO of Sun Microsystems, Inc. | Yes | • BT&T • Executive • MDNG (C) | | Teresita M. Lowman ▲ | | | 59 | 2022 | Strategic Advisor to Launch Factory; Former VP of DXC Technology Company | Yes | • Audit • BT&T | | Timothy J. Mattke | | | 48 | 2019 | CEO of MGIC Investment Corp. | No | • Executive (C) | | Sheryl L. Sculley ▲ | | | 71 | 2019 | Consultant with Strategic Partnerships, Inc.; Adjunct Professor at the University of Texas at Austin; Former City Manager of the City of San Antonio, Texas | Yes | • Audit • Securities Inv. | | Michael L. Thompson | | | 68 | 2023 | President and CEO of Fair Oaks Foods | Yes | • Risk Management | | Mark M. Zandi | | | 64 | 2010 | Chief Economist of Moody's Analytics, Inc. | Yes | • Risk Management (C) • Securities Inv. | | 1 | | As of March 22, 2024 | | | | | | | 2 | | BT&T = Business Transformation and Technology; MDNG = Management Development, Nominating and Governance | | | | | | | ▲ | = | Audit Committee Financial Expert | | | | | | | C | = | Committee Chair | | | | | |

  3. Code of Conduct and Ethics

    Code of Conduct and Ethics The Board has adopted Corporate Governance Guidelines, which set forth a framework for our governance. The Guidelines cover the Board’s composition, leadership, meeting process, director independence, Board membership criteria, committee structure, succession planning and director compensation. Among other things, the Board meets in executive session outside the presence of any member of our management during at least two Board meetings annually and at any additional times determined by the Board or the Lead Director. Mr. Lehman presides at these sessions and has served as the Board’s Lead Director since July 2020. See “Board Leadership” for information about the Lead Director’s responsibilities and authority. The Corporate Governance Guidelines provide that a director shall not be nominated by the Board for re‑election if at the date of the Annual Meeting of Shareholders, the director is age 74 or more. The Corporate Governance Guidelines also provide that a director who retires from his or her principal employment or joins a new employer shall offer to resign from the Board. Unless the Board determines that a Chief Executive Officer who is Chairman of the Board should continue as Chairman of the Board after his or her tenure as Chief Executive Officer, a director who is an officer of the Company or a subsidiary and leaves the Company shall resign from the Board. In 2014, the Board determined that Mr. Culver should become non-executive Chairman of the Board upon retirement from his position as Chief Executive Officer in 2015. The Guidelines also provide specific limitations on other directorships. The Guidelines limit our independent directors from serving as a director of more than three public companies other than the Company. Directors who are officers of the Company or a subsidiary may not serve as a director of more than one public company other than the Company. It is expected that each director will be mindful of other existing and planned future commitments, such that other directorships and commitments do not materially interfere with their service on the Board. Additionally, to avoid overboarding, conflicts of interest and independence issues, a director may not accept a position on the board of directors of another public company without first conferring with the Board Chairperson and Lead Director. We have a Code of Conduct and Ethics emphasizing our commitment to conducting our business in accordance with legal requirements and high ethical standards. The Code applies to all employees, including our executive officers, and is also applicable to our directors. Certain portions of the Code that apply to transactions with our executive officers, directors, and their immediate family members are described under “Related Person Transactions” below. These descriptions are subject to the actual terms of the Code. Our Corporate Governance Guidelines and our Code of Conduct and Ethics are available on our website (http://mtg.mgic.com) under the “Leadership & Governance; Documents” links. Written copies of these documents are available to any shareholder who submits a written request to our Secretary. We intend to disclose on our website any waivers from, or amendments to, our Code of Conduct and Ethics that are subject to disclosure under applicable rules and regulations.

  4. Director Selection

    Director Selection The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee our business. In addition, the Board believes there are certain attributes every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Management Development, Nominating and Governance Committee (the "MDNG Committee") consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs. The MDNG Committee is responsible for developing Board membership criteria and recommending these criteria to the Board. The criteria, which are set forth in our Corporate Governance Guidelines, include an inquiring and independent mind, sound and considered judgment, high standards of ethical conduct and integrity, well-respected experience at senior levels of business, academia, government or other fields, ability to commit sufficient time and attention to Board activities, anticipated tenure on the Board, and whether an individual will enable the Board to continue to have a substantial majority of independent directors. In addition, the MDNG Committee in conjunction with the Board, periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future. The MDNG Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and enable the Board to have access to a diverse body of talent and expertise relevant to our activities. The MDNG Committee also seeks to enhance the diversity of the Board in other areas, such as geography, age, race, gender and ethnicity. The MDNG Committee’s and the Board’s evaluation of the Board’s composition enables the Board to consider the skills and experience it seeks in the Board as a whole, and in individual directors, as our needs evolve and change over time and to assess the effectiveness of the Board’s efforts at pursuing diversity. In identifying director candidates from time to time, the MDNG Committee may establish specific skills and experience that it believes we should seek in order to constitute a balanced and effective board. The table below summarizes certain skills and experiences considered important by the Board, how those skills and experiences are relevant to the Company and its business strategies, and how they are represented in the board members standing for election at the Annual Meeting of Shareholders. The MDNG Committee evaluates new director candidates considering these skills and experiences, and the criteria listed above, as well as other factors the MDNG Committee deems relevant, through background reviews, input from other members of the Board and our executive officers, and personal interviews with the candidates attended by at least the MDNG Committee Chair. The MDNG Committee will evaluate director candidates recommended by shareholders using the same process and criteria that apply to candidates from other sources.

  5. Director Selection

    | Skills and Experience | Relevance to MGIC | Board Composition | | Accounting | We operate in a complex financial and regulatory environment. | | | Chief Executive Officer | Experience at the highest level of an organization provides expertise that will foster participation in the development and implementation of the Company's business strategies. | | | Data & Analytics | Experience with the use of structured and unstructured data, as well as the tools and processes necessary to enable the development of actionable insights via advanced quantitative and statistical methods is important as we continue to pursue our strategic initiatives. | | | Financial | Knowledge of finance or financial reporting and experience with debt and capital markets transactions is important to executing our business strategies. | | | Housing Markets / Risk Management | A main component of our business involves taking and managing risk associated with the housing markets. | | | Human Resources | As a financial services firm, human capital represents an important asset. Knowledge of human resources matters is important to executing our business strategies. | | | Insurance | Insurance industry experience provides understanding of our business and strategies. | | | Investments | We manage a large and long-term investment portfolio to support our obligations to pay future claims of our policyholders. | | | Public Co. Executive Experience | As a complex, publicly-held company, practical insight into shareholder concerns and governance matters is important. | | | Regulatory / Public Affairs | Our business requires compliance with a variety of federal, state and GSE requirements, and involves relationships with various government and non-government organizations. | | | Technology / Cyber | We continue to undergo a business process transformation involving upgrades to our technology and to manage our cybersecurity risks. | | | | Legend: | |

  6. Director Selection

    We have continued to refresh and diversify our Board over the last five years as six new independent directors joined our Board, two directors did not stand for re-election due to the age-related retirement policy in our Corporate Governance Guidelines, two directors did not stand for re-election for personal reasons, our new CEO joined the Board and our former CEO retired from the Board. As a result of the changes in our Board composition over the five-year period our Board has increased its gender and racial diversity from 33% to 46%. The following table and charts reflect the tenure, ages and diversity of the board members standing for election at the Annual Meeting of Shareholders.

  7. Director Selection

    | Board Diversity Matrix (as of March 22, 2024) | Female | Male | | African American or Black | 0 | 2 | | Hispanic or Latinx | 1 | 0 | | White | 3 | 7 | | Total | 4 | 9 |

  8. For Term Ending at the Annual Meeting in 2025

    | | Analisa M. Allen Director Since: 2020 Age: 65 | Committees: •Business Transformation & Technology •Risk Management | | | Analisa M. Allen is an information technology consultant with the Gerson Lehrman Group. She is the former Chief Information Officer of Data & Analytics (2017-2019) and the former Chief Information Officer for Home Lending Technology (2015-2017), in each case for the consumer bank at JP Morgan Chase & Co. Ms. Allen has also held several leadership positions with Goldman Sachs & Co., a firm she served for a total of 24 years, where she was responsible for business planning and technical strategy, including as Managing Director, Co-Head of Global Operations Technology (2008-2015) and Managing Director, Global Regulatory, Risk and Control Head (2006-2013). Ms. Allen brings to the Board extensive information technology and leadership experience, including in highly regulated industries. | |

  9. For Term Ending at the Annual Meeting in 2025

    | | Daniel A. Arrigoni Director Since: 2013 Age: 73 | Committees: •Management Development, Nominating and Governance •Risk Management | | | Daniel A. Arrigoni was President and Chief Executive Officer of U.S. Bank Home Mortgage Corp., one of the largest originators and servicers of home loans in the U.S., until his retirement in 2013. Prior to his retirement, Mr. Arrigoni also served as an Executive Vice President of U.S. Bank, N.A. Mr. Arrigoni led the mortgage company for U.S. Bank and its predecessor companies since 1996. Mr. Arrigoni has over 40 years of experience in the residential mortgage and banking industries. Mr. Arrigoni brings to the Board a broad understanding of the mortgage business and its regulatory environment, skill in assessing and managing credit risk, and significant finance experience, each gained from his many years of executive management in the residential mortgage and banking industries. | |

  10. For Term Ending at the Annual Meeting in 2025

    | | C. Edward Chaplin Director Since: 2014 Age: 67 | Committees: •Audit (Chair) •Securities Investment | Public Directorships: •Brighthouse Financial, Inc. | | | C. Edward Chaplin was President and Chief Financial Officer at MBIA Inc., a provider of financial guarantee insurance and the largest municipal bond-only insurer, from 2008 until 2016, and remained with MBIA as Executive Vice President until his January 1, 2017 retirement. He joined MBIA in 2006 as its Chief Financial Officer, after having served as a member of its Board of Directors from 2003 until 2006. Prior to joining MBIA, Mr. Chaplin was Senior Vice President and Treasurer of Prudential Financial Inc., a firm he joined in 1983 and for which he held various senior management positions, including Regional Vice President of Prudential Mortgage Capital Company. Mr. Chaplin brings to the Board a deep understanding of the insurance and real estate industries, management and leadership skills, and financial expertise. | | |

  11. For Term Ending at the Annual Meeting in 2025

    | | Curt S. Culver Chairman of the Board Director Since: 1999 Age: 71 | Committees: •Executive | Public Directorships: •WEC Energy Group, Inc. and its subsidiary Wisconsin Electric Power Company | | | Curt S. Culver is the Board's Chairman. Mr. Culver’s career spans more than 40 years in the private mortgage insurance industry, including 33 years at MGIC. Mr. Culver joined MGIC in 1982, was named President and Chief Operating Officer in 1996, and on January 1, 2000 became Chief Executive Officer of MGIC Investment Corporation. He added the title of Chairman of the Board in 2006. Upon his retirement in 2015, he became Non-Executive Chairman. Mr. Culver brings to the Board extensive knowledge of our business and operations and a long-term perspective on our strategy. | | |

  12. For Term Ending at the Annual Meeting in 2025

    | | Jay C. Hartzell Director Since: 2019 Age: 54 | Committees: •Audit •Risk Management | | | Jay C. Hartzell is President of the University of Texas at Austin. Prior to being named President of the University in 2020, he was Dean of its McCombs School of Business, a position he held since 2016. He joined the University of Texas in 2001 and held several key administrative roles at the McCombs School before being named Dean, including Senior Associate Dean for Academic Affairs, Chair of the Finance Department, and Executive Director of the School’s Real Estate Finance and Investment Center. Prior to joining the University of Texas, Dr. Hartzell taught at the Stern School of Business at New York University. As a senior university administrator and an experienced academic, Dr. Hartzell provides our Board with expertise on business organization, governance, real estate finance and corporate finance matters. | |

  13. For Term Ending at the Annual Meeting in 2025

    | | Timothy A. Holt Director Since: 2012 Age: 71 | Committees: •Management Development, Nominating & Governance •Securities Investment (Chair) | Public Directorships: •Virtus Investment Partners, Inc. | | | Timothy A. Holt was an executive committee member and Senior Vice President and Chief Investment Officer of Aetna, Inc., a diversified health care benefits company, when he retired in 2008 after 30 years of service. From 2004 through 2007, he also served as Chief Enterprise Risk Officer of Aetna. Prior to being named Chief Investment Officer in 1997, Mr. Holt held various senior management positions with Aetna, including Chief Financial Officer of Aetna Retirement Services and Vice President, Finance and Treasurer of Aetna. Mr. Holt brings to the Board investment expertise, skill in assessing and managing investment and credit risk, broad-based experience in a number of areas relevant to our business, including insurance, and senior executive experience gained at a major public insurance company. | | |

  14. For Term Ending at the Annual Meeting in 2025

    | | Jodeen A. Kozlak Director Since: 2018 Age: 60 | Committees: •Business Transformation & Technology (Chair) •Management Development, Nominating & Governance | Public Directorships: •C.H. Robinson Worldwide, Inc. •KB Home | | | Jodeen A. Kozlak is the founder of Kozlak Capital Partners, LLC, a private consulting firm, and has served as its CEO since 2017. Ms. Kozlak previously served as the Global Senior Vice President of Human Resources of Alibaba Group, a multinational conglomerate (2016-2017). Ms. Kozlak also previously served as the Executive Vice President and Chief Human Resources Officer of Target Corporation, one of the largest retailers in the U.S. (2007-2016), and held other senior leadership roles in her 15-year career there. Prior to joining Target, Ms. Kozlak was a partner in a private law practice. Ms. Kozlak brings to the Board significant executive management experience. Through her service as Executive Vice President and Chief Human Resources Officer at a Fortune 100 company, Ms. Kozlak has developed significant knowledge and expertise in the area of human capital development and a deep understanding of executive compensation and business transformation within a public company. | | |

  15. For Term Ending at the Annual Meeting in 2025

    | | Michael E. Lehman Lead Independent Director Director Since: 2001 Age: 73 | Committees: •Business Transformation & Technology •Executive •Management Development, Nominating and Governance (Chair) | Public Directorships: •Astra Space, Inc. | | | Michael E. Lehman served the University of Wisconsin in various capacities from March 2016 until October 2021, including as Interim Chief Operating Officer of the Wisconsin School of Business, Special Advisor to the Chancellor, Interim Vice Provost for Information Technology, Chief Information Officer and Interim Vice Chancellor for Finance and Administration. He had previously been a consultant (2014-2016); Interim Chief Financial Officer at Ciber Inc., a global information technology company (2013-2014); Chief Financial Officer of Arista Networks, a cloud networking firm (2012-2013); and Chief Financial Officer of Palo Alto Networks, a network security firm (2010-2012). Earlier in his career, he was the Executive Vice President and Chief Financial Officer of Sun Microsystems, Inc., a provider of computer systems and professional support services. Mr. Lehman brings to the Board financial and accounting knowledge gained through his service as chief financial officer of a large, multinational public company; skills in addressing the range of financial issues facing a large company with complex operations; senior executive and operational experience; as well as technology and cybersecurity experience. | | |

  16. For Term Ending at the Annual Meeting in 2025

    | | Teresita M. Lowman Director Since: 2022 Age: 59 | Proposed Committees: •Audit •Business Transformation & Technology | | | Teresita (Sita) M. Lowman is a Strategic Advisor to Launch Factory, an incubator of technology start-up companies, a role she assumed in April 2021. She previously served at DXC Technology Company, a multi-billion-dollar Fortune 500 information technology services company, from 2017 until October 2021, most recently as the Vice President and General Manager of its America’s Microsoft Dynamics Portfolio, and prior to that as the global SAP platform services leader. She earlier served in leadership roles at Hewlett Packard Enterprise, Nortel Networks and Texas Instruments Defense Group (acquired by Raytheon). Ms. Lowman brings to the Board significant leadership experience in information technology, business transformation, and enterprise risk across a range of industries. Her technical expertise includes digital transformation, cyber security, SaaS, cloud computing, data analytics, risk management and business continuity. | |

  17. For Term Ending at the Annual Meeting in 2025

    | | Timothy J. Mattke Director Since: 2019 Age: 48 | Committees: •Executive (Chair) | | | Timothy J. Mattke has been our Chief Executive Officer since 2019. He served as our Executive Vice President and Chief Financial Officer from 2014 to 2019, and our Controller from 2009 to 2014. Before then, he held other positions within the Accounting and Finance Departments. Before joining the Company in 2006, Mr. Mattke had been with PricewaterhouseCoopers LLP. Mr. Mattke brings to the Board extensive knowledge of our industry, business and operations; financial acumen; a long-term perspective on our strategy; and the ability to lead our Company as the mortgage finance system and the mortgage insurance industry evolve. | |

  18. For Term Ending at the Annual Meeting in 2025

    | | Sheryl L. Sculley Director Since: 2019 Age: 71 | Committees: •Audit •Securities Investment | | | Sheryl L. Sculley is the former City Manager of the City of San Antonio Texas, the Chief Executive Officer of the municipal corporation, a position she held from 2005 until her retirement in April 2019. Prior to serving in that role, Ms. Sculley had been the Assistant City Manager (Chief Operating Officer) of Phoenix, Arizona from 1989 until 2005, the City Manager (Chief Executive Officer) of Kalamazoo, Michigan from 1984 until 1989 and in other city management roles before then. Today she is a consultant with Strategic Partnerships, Inc., and an adjunct professor at the University of Texas LBJ School of Public Affairs. Ms. Sculley’s experience as a Chief Executive Officer leading large municipalities provides our Board with expertise on management, investment, financial and human resources matters. | |

  19. For Term Ending at the Annual Meeting in 2025

    | | Michael L. Thompson Director Since: 2023 Age: 68 | Committees: •Risk Management | | | Michael L. Thompson is the President and Chief Executive Officer of Fair Oaks Foods, a food manufacturing company of high-quality meats and non-meat proteins, a role he has held since 2003. Prior to Fair Oaks Foods, Mr. Thompson spent nearly 20 years at McDonald’s Corporation where he served in leadership roles including Vice President of North American Supply Chain Management (1985-2003). Mr. Thompson brings to the Board executive management and operational expertise gained through his experience as a Chief Executive Officer and as an executive at a large multinational public company. In addition, Mr. Thompson possesses broad-based skills in a number of areas relevant to our business including financial reporting and transactions, the insurance industry, and regulatory compliance. | |

  20. For Term Ending at the Annual Meeting in 2025

    | | Mark M. Zandi Director Since: 2010 Age: 64 | Committees: •Risk Management (Chair) •Securities Investment | | | Mark M. Zandi has been Chief Economist of Moody’s Analytics, Inc. since 2007, where he directs economic research and consulting. Moody’s Analytics is a leading provider of economic research, data, and analytical tools. It is a subsidiary of Moody’s Corporation that is separately managed from Moody’s Investors Service, the rating agency subsidiary of Moody’s Corporation. Dr. Zandi is a trusted adviser to policymakers and an influential source of economic analysis for businesses, journalists and the public, and he frequently testifies before Congress on economic matters. Dr. Zandi, with his economics and residential real estate industry expertise, brings to the Board a deep understanding of the economic factors that shape our industry. In addition, Dr. Zandi has expertise in the legislative and regulatory processes relevant to our business. | |

  21. Item 1 – Election of Directors

    Item 1 – Election of Directors Item 1 consists of the election of directors. The Board, upon the recommendation of the MDNG Committee, has nominated Analisa M. Allen, Daniel A. Arrigoni, C. Edward Chaplin, Curt S. Culver, Jay C. Hartzell, Timothy A. Holt, Jodeen A. Kozlak, Michael E. Lehman, Teresita M. Lowman, Timothy J. Mattke, Sheryl L. Sculley, Michael L. Thompson, and Mark M. Zandi for re-election to the Board to serve until our 2025 Annual Meeting of Shareholders. If any nominee is not available for election, proxies will be voted for another person nominated by the Board or the size of the Board will be reduced. Our Articles of Incorporation contain a majority vote standard for the election of directors in uncontested elections. Under this standard, each of the thirteen nominees must receive a “majority vote” at the meeting to be elected a director. A “majority vote” means that when there is a quorum present, more than 50% of the votes cast in the election of the director are cast “for” the director, with votes cast being equal to the total of the votes “for” the election of the director plus the votes “withheld” from the election of the director. Therefore, under our Articles of Incorporation, a “withheld” vote is effectively a vote “against” a nominee. Broker non-votes will be disregarded in the calculation of a “majority vote.” Any incumbent director who does not receive a majority vote (but whose term as a director nevertheless would continue under Wisconsin law until his or her successor is elected) is required to send our Board a resignation. The effectiveness of any such resignation is contingent upon Board acceptance. The Board will accept or reject a resignation in its discretion after receiving a recommendation made by our MDNG Committee and will promptly publicly disclose its decision regarding the director’s resignation (including the reason(s) for rejecting the resignation, if applicable).

  22. Item 1 – Election of Directors

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE THIRTEEN NOMINEES. SIGNED PROXY CARDS AND VOTING INSTRUCTION FORMS WILL BE VOTED FOR THE NOMINEES UNLESS A SHAREHOLDER GIVES OTHER INSTRUCTIONS ON THE PROXY CARD OR VOTING INSTRUCTION FORM. |

  23. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Under our Corporate Governance Guidelines, compensation of non-employee directors is reviewed periodically by the MDNG Committee. Mr. Mattke is our CEO and receives no additional compensation for service as a director, and he is not eligible to participate in any of the following programs or plans. The following table describes the components of the non-employee director compensation program in effect during 2023. Changes to the program for 2024 are discussed below.

  24. Non-Employee Director Compensation Program

    | Compensation Component | Compensation | | Annual Retainer – Chairman of the Board | $250,000, which may be elected to be deferred and either converted into cash-settled share units or credited to a bookkeeping account to which interest is credited. | | Annual Retainer – Non-Chairman Directors | $125,000, which may be elected to be deferred and either converted into cash-settled share units or credited to a bookkeeping account to which interest is credited. | | Annual Retainer – Equity | $125,000 in stock-settled RSUs that vest immediately but are not settled for approximately one year. Such settlement may be deferred at the option of the director. | | Annual Retainer – Lead Director | $25,000 | | Annual Retainer – Committee Chair | $40,000 for the Audit Committee $35,000 for the MDNG Committee $20,000 for other committees1 | | Annual Retainer – Committee Member | $15,000 for Audit Committee $5,000 for other committees1 | | Stock Ownership Guidelines2 | Ownership of a number of shares of Common Stock with a value of $375,000, including deferred share units that have vested or are scheduled to vest within one year. Directors are expected to meet the guideline within five years of joining the Board. | | Expense Reimbursement | Subject to certain limits, we reimburse directors, and for meetings not held on our premises, their spouses, for travel, lodging and related expenses incurred in connection with attending Board and Committee meetings. | | Directors & Officers Insurance | We pay premiums for D&O liability insurance under which the directors are insureds. |

  25. Non-Employee Director Compensation Program

    1 Excludes the Executive Committee. Other than the Executive Committee, directors who are members of management do not serve on any committees but may attend committee meetings. 2 Each of our non-employee directors satisfies this guideline.

  26. 2024 Director Compensation Program Changes

    2024 Director Compensation Program Changes In January 2024, the Board approved the following changes to the director compensation program to better align it with market practices: •The stock ownership guidelines for directors was increased to ownership of a number of shares of Common Stock with a value of $625,000, including deferred share units that have vested or are scheduled to vest within one year. Directors are expected to meet the guideline within five years of joining the Board. Each of our directors meets the new guidelines.

  27. 2023 Director Compensation

    2023 Director Compensation The following table shows the compensation paid to each of our non-management directors in 2023. Mr. Mattke, our CEO, was also a director in 2023 but received no compensation for service as a director.

  28. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Total Stock Awards ($)1 | Total ($) | | Analisa M. Allen | $135,000 | $125,000 | $260,000 | | Daniel A. Arrigoni | 135,000 | 125,013 | 260,013 | | C. Edward Chaplin | 170,000 | 125,013 | 295,013 | | Curt S. Culver | 250,000 | 125,013 | 375,013 | | Jay C. Hartzell | 145,000 | 125,000 | 270,000 | | Timothy A. Holt | 150,000 | 125,000 | 275,000 | | Jodeen A. Kozlak2 | 165,000 | 125,000 | 290,000 | | Michael E. Lehman2 | 175,000 | 125,000 | 300,000 | | Teresita M. Lowman | 145,000 | 125,000 | 270,000 | | Gary A. Poliner3 | 75,000 | 125,013 | 200,013 | | Sheryl L. Sculley | 145,000 | 125,000 | 270,000 | | Michael L. Thompson | 32,500 | 33,700 | 66,200 | | Mark M. Zandi | 150,000 | 125,013 | 275,013 |

  29. 2023 Director Compensation

    | 1 | The amount shown in this column for each director represents the grant date fair value of the restricted stock units granted to non-employee directors in 2023 under our Deferred Compensation Plan, computed in accordance with FASB Accounting Standard Codification (ASC) Topic 718. The value of each share unit is equal to the value of our Common Stock on the grant date. See “Non-Employee Director Compensation Program — Deferred Compensation Plan and Annual Grant of Share Units” above for more information about these grants. The aggregate number of vested and unvested stock awards outstanding as of March 8, 2024 for each director, is described under “Stock Ownership." | | 2 | As a result of an administrative error, during 2023 Mr. Lehman was under compensated by $15,000 for his service as chairperson of the MDNG Committee and Ms. Kozlak was overcompensated by $15,000 for her service as chairperson of the BTT Committee. The error was discovered and corrected in early 2024. The amounts shown in the table for each is the amount of compensation prior to the 2024 correction. | | 3 | Mr. Poliner did not stand for re-election at our 2023 Annual Meeting. In recognition of his service on our Board, we made a contribution of $25,000 to a charity that he designated. This contribution was not solicited by Mr. Poliner, was not made under any agreement with him, and is not included in the table. |

  30. Despite headwinds, we continued to demonstrate strong performance in 2023

    Despite headwinds, we continued to demonstrate strong performance in 2023 As we began 2023, the volume of mortgage originations was predicted to be 22% lower than in 2022, and 59% lower as compared to 2021. Additionally, there was uncertainty about mortgage rates, and affordability challenges were expected to temper homebuyer demand. Despite these headwinds, we demonstrated strong performance, including against performance measures that are considered in determining the annual bonus and long-term equity compensation of our NEOs. Our stock price grew 48% in 2023 and we grew GAAP book value per share by 18%, while returning approximately $465 million to shareholders through share repurchases and dividends. Growth in adjusted book value per share is used to determine vesting of our long-term equity awards. Net income for 2023 was $712.9 million, on revenues of $1.2 billion. Adjusted net operating income for the year was $724.4 million. This is a component of ROE, one of the financial performance measures that determined payouts under our 2023 bonus plan. For a reconciliation of non-GAAP measures to their nearest comparable GAAP measures, see Appendix B. Along with ROE, IIF and NIW are the other financial measures by which payouts under our 2023 bonus plan are determined. In 2023, our NIW was $47.8 billion, reflective of the smaller mortgage origination market size. While our 2023 NIW was lower than the most recent three years of record results, it is comparable to the more normalized levels seen before the onset of the COVID-19 pandemic. Our insurance in force at the end of 2023 was $293.5 billion, just short of the all-time high of $295.3 billion that we reached in 2022; our ROE for 2023 was 14.1%.

  31. IIF (billions)3

    | 1 | For purposes of the bonus plan, NIW includes (i) traditional loan level insurance, (ii) loan level insurance executed through a managing agent or directly with a GSE or other entity, and (iii) credit risk transfer (calculated as 1/3 of the unpaid principal balance of the loans committed to be insured by us during the year). NIW received credit for bonus purposes only if its expected risk-adjusted return on capital exceeded the Company's hurdle rate. Because the NIW for the bonus plan includes a more comprehensive definition of NIW when compared to the primary NIW disclosed for financial reporting purposes, NIW figures shown in our financial reporting differ slightly from what is shown in this Proxy Statement. | | 2 | Adjusted net operating income, divided by beginning of the year GAAP shareholders' equity, excluding accumulated other comprehensive income (loss) and adjusted for financial impacts of GSE-mandated mortgage insurance cancellations inconsistent with prior business practices. Adjusted net operating income is a non-GAAP measure of performance. For a description of how we calculate this measure and for a reconciliation of this measure to its nearest comparable GAAP measures, see Appendix B. | | 3 | The unpaid principal balance, as reported to us, of the loans insured by us, as of the end of the year, adjusted for financial impacts of GSE-mandated mortgage insurance cancellations inconsistent with prior business practices. |

  32. IIF (billions)3

    | ● | Performance-based compensation represents the significant majority of our NEOs' total direct compensation (TDC) opportunity. It was 87% of our CEO's 2023 target TDC opportunity. | | | | ● | Evidence of pay for performance. Earned compensation varies widely depending on our actual performance. For example, NIW performance is taken into account as part of the annual bonus determination. Bonus funding related to our NIW performance was 30% above target in 2021, 18% below target in 2022, and 8% below target in 2023. | | | | ● | There is a strong link between the bonus performance measures and our business strategies. | | | | | ○ | Three financial performance measures had a total weight of 75% in determining the bonuses: | | | | | ■ | Return on Equity (weighted 45%). Funding at the target level required an 11.1% ROE and funding at the maximum level required a 17.0% ROE. | | | | ■ | New Insurance Written (weighted 15%). NIW received credit for bonus purposes only if its expected risk-adjusted return on capital exceeded the Company's hurdle rate. | | | | ■ | Insurance In Force (weighted 15%). IIF balances the volatility of the NIW performance measure that can be strongly influenced by a strong or weak mortgage refinancing environment. | | | ○ | Strategic performance had a total weight of 25% and includes qualitative measures relating to transforming our business operations, managing our amount and form of capital, and demonstrating our commitment to corporate sustainability. | | | ● | Long-term equity awards: | | | | | ○ | Promote a long-term focus for our NEOs and reward multi-year performance because all long-term equity awards granted to NEOs are subject to cliff vesting that occurs only after three years and are dependent on achievement of rigorous book value per share growth goals. | | | | ○ | Align with shareholder interests because the number of shares that vest is based on growth in book value per share and the ultimate value of any shares that vest will depend on our total shareholder return performance over the vesting period. | |

  33. Compensation-Related Governance Policies and Best Practices

    | Stock Ownership Guidelines | • | Our stock ownership guidelines require our CEO to own Company stock equal in value to at least six times his base salary, and require our other NEOs to own Company stock equal in value to at least three times their base salaries. | | Post-Vesting Stock Holding Requirements | • | Our NEOs and other executive officers are required to hold, for one year after vesting, the lower of 25% of shares that vest under equity awards and 50% of the shares that were received by the officer after taking account of shares withheld to cover taxes. Apart from what is required, we have had a culture of stock retention by senior executives. | | No Hedging or Pledging | • | Our policies prohibit directors, NEOs, other officers and certain employees from engaging in short sales of Company securities, entering into hedging transactions referencing the Company’s equity securities, holding Company securities in a margin account, or pledging Company securities as collateral for a loan. | | High Percentage of Performance-Based Compensation | • | 87% of our CEO's 2023 target TDC opportunity was tied to achievement of preset performance goals. On average, 78% of our other full-year NEOs' 2023 target TDC opportunities were tied to achievement of such goals. | | Timing of Equity Grants Managed by Established Policy | • | We have an Equity Grant Policy that requires that equity grants are made at a standard time, shortly after the release of earnings. | | Limited Perquisites | • | Our perquisites are very modest, ranging between approximately $100 and $12,400 in 2023 for our NEOs. | | Effective Use of Equity Compensation with Low Burn Rate and Dilution | • | The total equity awards granted to all participants under our 2020 Omnibus Incentive Plan in 2023 represented approximately 0.5% of our outstanding shares as of December 31, 2022. The Company's dilution from outstanding awards was below the 25th percentile among all companies in our 2023 Benchmarking Peer Group (calculated as outstanding equity awards on December 31, 2022, as a percentage of fully diluted total shares outstanding). | | Limited Change in Control Benefits | • | “Double trigger” is generally required for any benefits to be paid. Equity awards may vest upon a change in control only if the MDNG Committee determines that the awards will not be assumed or replaced. Cash severance does not exceed 2 times base salary plus bonus plus retirement plan accrual. There is no excise tax gross-up provision. | | “Clawback” Policy | • | Our “clawback” policy applies to cash bonuses as well as long-term equity award compensation received by our NEOs and other executive officers. The policy is intended to be compliant with the final SEC rules and stock exchange listing standards regarding the recoupment policy required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. | | Compensation Consultant | • | The Compensation Consultant is retained by the MDNG Committee and performs no services for the Company, other than the consulting services to the MDNG Committee regarding executive compensation and non-employee director compensation. |

  34. Compensation-Related Governance Policies and Best Practices

    | Compensation Risk Evaluation | • | Annually, the MDNG Committee reviews an incentive compensation risk evaluation designed to ensure that our compensation programs do not motivate excessive risk-taking and are not reasonably likely to have a material adverse effect on the Company. | | Omnibus Incentive Plan | • | Our 2020 Omnibus Incentive Plan, which was approved by shareholders, contains the following provisions: •No granting of stock options with an exercise price less than the fair market value of the Company’s common stock on the date of grant; •No re-pricing (reduction in exercise price) of stock options and no exchange of underwater stock options for another award or for cash, without shareholder approval; •No inclusion of reload provisions in any stock option grant; •No payment of dividends on RSUs before they are vested; •No single trigger vesting of awards upon a change in control in which the awards are assumed or replaced; •No recycling of shares withheld for tax purposes upon vesting; and •No MDNG Committee discretion to accelerate vesting of awards, except under certain limited instances like death, disability and retirement. |

  35. Role of the Compensation Consultant

    Role of the Compensation Consultant The MDNG Committee has retained Frederic W. Cook & Co., (the Compensation Consultant) a nationally recognized executive compensation consulting firm to, among other things, help it evaluate and oversee our executive compensation program and review the compensation of our directors. The MDNG Committee has assessed the independence of the Compensation Consultant pursuant to SEC and NYSE rules and concluded that its work for the MDNG Committee does not raise any conflict of interest. Our Chief Human Resources Officer coordinates the Compensation Consultant's assignments and, in providing its services to the MDNG Committee, the Compensation Consultant regularly interacts with our senior management. However, the Compensation Consultant reports directly to the MDNG Committee; the MDNG Committee retains authority to approve the compensation of the Compensation Consultant, determine the nature and scope of its services and evaluate its performance. The Compensation Consultant provides no services to the Company other than consulting services to the MDNG Committee regarding executive compensation and non-executive director compensation. The MDNG Committee may replace the Compensation Consultant or hire additional consultants at any time. A representative of the Compensation Consultant attends meetings of the MDNG Committee, as requested. In connection with our executive compensation program, the Compensation Consultant provides various services to the MDNG Committee, including advising the MDNG Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program, including its relationship to performance. The Compensation Consultant's work for the MDNG Committee during 2023 and early 2024 included: •An evaluation of NEO compensation compared to Benchmarking Peers and recommendations for changes to our NEO compensation programs, generally; •Advice about our base salaries and their amounts relative to our other compensation components; COMPENSATION DISCUSSION & ANALYSIS — How We Make Compensation Decisions •Advice about the annual bonus plan, including the performance measures and goals incorporated into the formula that is used to determine payouts; •Advice about the long-term equity incentive program, including the level of awards granted under the program and the vesting provisions; •Review and analysis of our Benchmarking Peer Group used to evaluate our executive compensation and non-employee director compensation; •An evaluation of the costs and provisions of change in control benefits for executives; •Review of drafts of the CD&A and related compensation tables for the Proxy Statement; •An evaluation of non-employee director compensation compared to our Benchmarking Peers; •Review of our stock ownership guidelines and recommendations for changes; and •Review of, and comment on, management's compensation risk assessments.

  36. Benchmarking

    Benchmarking To provide the MDNG Committee with a framework for evaluating compensation levels for our NEOs against market practices, the Compensation Consultant periodically prepares reports analyzing compensation data for our Benchmarking Peers. The criteria considered by the MDNG Committee when selecting Benchmarking Peers include whether the candidate: 1) is a mortgage insurer; 2) has significant exposure to residential real estate; 3) is in an industry in which we compete for talent; 4) chose us as a benchmarking peer; and 5) is reasonably similar in size to us. Based on these criteria, in July 2022, the Compensation Consultant proposed, and the MDNG Committee approved, changes to the companies in our Benchmarking Peer Group that were used in competitive analysis conducted in the fourth quarter of 2022 to inform decisions on target pay opportunities and program design for 2023:

  37. Benchmarking

    | 2021-2023 Benchmarking Peer Groups | | | | | | | MGIC Peer Group | Mortgage Insurer - Direct Competitor1 | Exposure to Residential Real Estate Market | Industry in which we Compete for Talent | Chose us as a Peer | Business | | Fidelity National Financial Inc. | | X | X | | Title Ins & Other R.E. Services | | Genworth Financial Inc. | X | X | X | X | Includes Mortgage Insurer | | Arch Capital Group Ltd. | X | X | X | | Includes Mortgage Insurer | | Assured Guaranty Ltd. | | X | X | X | Financial Guaranty Insurer | | Essent Group Ltd. | X | X | X | X | Mortgage Insurer | | First American Fin'l Corp. | | X | X | | Title Ins & Other R.E. Services | | Flagstar Bancorp Inc. | | X | X | | Mortgage Orig & Svg; Banking | | NMI Holdings Inc. | X | X | X | X | Mortgage Insurer | | Ocwen Financial Corp. | | X | X | X | Mortgage Svg & Lending | | PennyMac Fin'l Services Inc. | | X | X | X | Mortgage Svg & Lending | | Radian Group Inc. | X | X | X | X | Mortgage Insurer | | Stewart Info. Services Corp. | | X | X | X | Title Ins & Other R.E. Services | | Walker and Dunlop, Inc. | | X | X | X | Real Estate Services & Finance | | Enact Holdings | X | X | X | X | Mortgage Insurer | | Mr. Cooper Group | | X | X | | Mortgage Orig & Svg |

  38. Benchmarking

    | = 2021 and 2022 Benchmarking Peer Group | = 2023 Benchmarking Peer Group |

  39. Benchmarking

    1 Parent companies of direct competitors whose overall results are principally or significantly impacted by these competitors. COMPENSATION DISCUSSION & ANALYSIS — Benchmarking Changes to the 2023 Benchmarking Peer group as compared to the 2022 Benchmarking Peer group were:

  40. Benchmarking

    | Removed | Added | | Fidelity National Financial | Mr. Cooper Group | | •Revenue and market capitalization have outgrown size range | •Mortgage originator and servicer with significant exposure to residential real estate, reasonably comparable revenue and market capitalization, and a common peer of the Company's direct peers | | Genworth Financial | Enact Holdings | | •Spun out its mortgage insurance segment and re-branded it as Enact Holdings | •Mortgage insurer spun off from Genworth Financial |

  41. Benchmarking

    As shown in the table below, our market capitalization is in the top quartile of, and our revenue is reasonably comparable to, the companies in our 2023 Benchmarking Peer Group.

  42. Benchmarking

    | MGIC Percentile Rank Versus Benchmarking Peer Group | | | 12/31/23 Market Capitalization | 91st | | 2023 Revenue | 38th |

  43. Benchmarking

    Note: Excludes Flagstar Bancorp Inc., which was acquired by New York Community Bank in late 2022.

  44. Why we do not Include Property and Casualty Insurers in our Benchmarking Peer Group

    Why we do not Include Property and Casualty Insurers in our Benchmarking Peer Group A leading proxy advisory service compares our CEO's compensation to the compensation of CEOs in a peer group that it constructs for us. That peer group includes a number of property and casualty insurers. Other than one of our direct competitors who is part of a company that includes diversified lines of insurance, we do not include property and casualty insurers in our Benchmarking Peer Group because those companies: 1) are not subject to residential mortgage risk or the residential real estate market to the same extent as are we or our Benchmarking Peers, 2) are not the companies with which we compete for executive talent, and 3) generally do not select us as a benchmarking peer.

  45. Changes to our Benchmarking Peer Group for 2024

    Changes to our Benchmarking Peer Group for 2024 The MDNG Committee's Compensation Consultant reviews the Benchmarking Peer Group annually and reports its findings and recommendations to the MDNG Committee. In July 2023, the Compensation Consultant proposed, and the MDNG Committee approved, the removal of Flagstar Bancorp from the Company's Benchmarking Peer Group for 2024 executive compensation. This change was made following the acquisition of Flagstar Bancorp by New York Community Bank in December of 2022. Components — COMPENSATION DISCUSSION & ANALYSIS

  46. Components of Our Executive Compensation Program

    Components of Our Executive Compensation Program Each of the components of our executive compensation is discussed below. To meet our objective of aligning compensation and shareholder interests, our executive compensation program includes an annual bonus plan that is tied to performance measures that directly support the Company's business strategies, and long-term equity awards with vesting tied to growth in the Company's adjusted book value per share and whose ultimate value reflects our stock price. With input from the MDNG Committee's Compensation Consultant, the MDNG Committee approved a 2023 target TDC opportunity for each NEO in January 2023. Performance-based, at-risk compensation continues to represent the significant majority of the average TDC opportunities of the individuals who were NEOs at year end, as shown in the charts below.

  47. Base Salary

    Base Salary Our general philosophy is to target base salary range midpoints for our NEOs near the median levels of their Benchmarking Peer Group counterparts. In considering any change to our CEO’s compensation, including base salary, the MDNG Committee considers market competitiveness, tenure in position and its evaluation of his performance. Subjects covered by the evaluation of his performance include financial results, leadership, strategic planning, succession planning, community and industry involvement, and communications and relations with the Board. Base salary changes for our other NEOs are recommended to the MDNG Committee by the CEO based on his evaluation of each NEO’s performance, base salary levels of Benchmarking Peer Group counterparts, responsibilities of each NEO, and considerations of internal equity. The MDNG Committee approves changes in salaries for NEOs after considering the CEO’s recommendations and the MDNG Committee's independent judgment regarding the NEOs gained through the MDNG Committee’s benchmarking and general contact with them, including contact through Board meetings. For 2023, the MDNG Committee reviewed the most recently available salary data from our benchmarking peers in order to determine the appropriateness of our NEO base salaries. Based on this review, the MDNG Committee approved merit salary increases averaging 4% for Messrs. Mattke, Colson, Miosi and Thompson, and Ms. Maggio to ensure that base levels continued to remain competitive with the NEOs' respective Benchmarking Peer Group counterparts. Due to his anticipated retirement, Mr. Hughes' salary was not increased in 2023.

  48. Annual Bonus

    Annual Bonus Our bonus plan is designed to strongly align pay delivery with our performance, as defined by achievement of our annual financial performance measures and business objectives. Bonus Opportunity. Consistent with 2022, in 2023 each of our executives has a target bonus opportunity expressed as a multiple of base salary. Actual earned bonuses could range from 0% to 200% of the target opportunities, depending on performance. The threshold (and below threshold), target and maximum bonus opportunities for each NEO employed at the end of 2023 and eligible to receive a bonus are shown in the following table. The multiples are unchanged from 2022 levels.

  49. Annual Bonus

    | | 2023 Bonus Opportunities (Multiple of Base Salary) | | | | | Executive | Below Threshold | Threshold | Target | Maximum | | Timothy J. Mattke | 0 | 0.75 | 1.50 | 3.00 | | Nathaniel H. Colson | 0 | 0.50 | 1.00 | 2.00 | | Salvatore A. Miosi | 0 | 0.675 | 1.35 | 2.70 | | Paula C. Maggio | 0 | 0.50 | 1.00 | 2.00 | | Steven J. Thompson | 0 | 0.50 | 1.00 | 2.00 | | Represents a multiple of the base salary amounts that become effective in March or April of the year for which the bonuses are awarded. Such base salary amounts will not be the same as the base salary amounts disclosed in the SCT due to the effects of the timing of the pay increases and the variability in the number of pay periods in each calendar year. | | | | |

  50. Annual Bonus

    As referenced above, in January 2023 the MDNG Committee identified three financial performance measures (with a total weight of 75%) and the three business objectives (with a total weight of 25%) to be used when determining 2023 NEO bonuses: •Financial Performance Measures. The MDNG Committee chose ROE, NIW and IIF as the financial performance measures in the 2023 bonus plan to provide an incentive for bottom line and top line growth and for reasonable consistency with the 2021 and 2022 bonus plans. The IIF metric balances the volatility of the NIW metric that can be impacted by a strong or weak mortgage refinancing environment. •Business Objectives Performance Measures. Each business objective selected by the MDNG Committee directly supports our business strategies. These objectives include transforming our business operations, managing our amount and form of capital, and demonstrating our commitment to corporate sustainability to all our stakeholders, including our co-workers, customers, investors, and community, and creating a co-worker experience that attracts, develops, and retains the right talent by emphasizing engagement, diversity, inclusion and collaboration. Calculation of 2023 Bonus. Threshold, target and maximum performance levels were established for each financial performance measure. Actual performance at such levels would result in credit of 0% for below threshold performance, 50% for threshold performance, 100% for target performance, and 200% for maximum performance, with credit for performance achievement between the threshold and target levels, and the target and maximum levels, calculated by linear interpolation. The payout percentage determined by the Company’s actual 2023 performance for each financial performance measure was multiplied by an assigned weight to determine a weighted score for that measure. For the business objectives, the MDNG Committee reviewed management’s report of the Company’s activities with respect to each objective (some of which is included in the discussion below) in determining the score.

  51. Annual Bonus

    | 2023 Bonus Percentage | | | | | | | | | | | | | | Percent Earned | | Weighted Score | | | 2023 Performance Levels | | | Actual 2023 | | | | | | Threshold 50% | Target 100% | Maximum 200% | | | | | | | | | | | | Weight | | | Financial Performance Measures: | | | | | | | | | Return on Equity | 8.0% | 11.1% | 17.0% | 14.1% | 150.8% | 45.0% | 67.9% | | New Insurance Written (billions) | $37.0 | $52.0 | $97.8 | $47.8 | 86.0% | 15.0% | 12.9% | | Insurance in Force (billions) | $278.6 | $296.0 | $318.7 | $293.5 | 92.8% | 15.0% | 13.9% | | Total Score for Financial Performance Measures | | | | | | 75.0% | 94.7% | | Business Objectives: | | | | | | | | | Transformation | For a discussion of performance against these business objectives, see "Performance Against Business Objectives" | | | | | | | | Corporate Sustainability | | | | | | | | | Capital | | | | | | | | | Total Score for Business Objectives | | | | | 80.0% | 25.0% | 20.0% | | 2023 Bonus Percentage | | | | | | | 114.7% |

  52. Annual Bonus

    The aggregate weighted financial and business performance scores resulted in a preliminary bonus percentage of 114.7%. The MDNG Committee has discretion to adjust the preliminary bonus percentage up or down by as much as 10 percentage points, but did not do so because the MDNG Committee considered the bonus pay-out to be consistent with the Company’s pay-for-performance objective. More information about the evaluation and scoring of each of these financial and business performance scores is below. COMPENSATION DISCUSSION & ANALYSIS — Components — Annual Bonus

  53. Return on Equity (ROE)

    | ROE Performance Levels for Company's 2023 Bonus Plan | | | Company's Threshold ROE (for 50% bonus payout. If performance is below threshold, no credit is given) | 8.0% | | Company's Target ROE (for 100% bonus payout) | 11.1% | | Company's Maximum ROE (for 200% bonus payout) | 17.0% | | Company's Actual 2023 ROE | 14.1% | | Note: For purposes of the bonus plan, we calculate ROE as adjusted net operating income, divided by beginning of the year GAAP shareholders' equity, excluding accumulated other comprehensive income (loss) and adjusted for financial impacts of GSE-mandated mortgage insurance cancellations inconsistent with prior business practices. Adjusted net operating income is a non-GAAP measure of performance. For a description of how we calculate this measure and for a reconciliation of this measure to its nearest comparable GAAP measures, see Appendix B. | |

  54. Return on Equity (ROE)

    | Note: The bonuses of our former CEO are shown for 2018-2019 and the bonuses of our current CEO are shown for 2020-2023. |

  55. New Insurance Written (NIW)

    | 2023 NIW Performance Levels (billions) | | | Company's Threshold NIW (for 50% bonus payout. If performance is below threshold, no credit is given) | $37.0 | | Company's Target NIW (for 100% bonus payout) | $52.0 | | Company's Maximum NIW (for 200% bonus payout) | $97.8 | | Company's Actual 2023 NIW | $47.8 | | Note: For purposes of the bonus plan, NIW includes (i) traditional loan level insurance, (ii) loan level insurance executed through a managing agent or directly with a GSE or other entity, and (iii) credit risk transfer (calculated as 1/3 of the unpaid principal balance of the loans committed to be insured by us during the year). NIW received credit for bonus purposes only if its expected risk-adjusted return on capital exceeded the Company's hurdle rate. Because the NIW for the bonus plan includes a more comprehensive definition of NIW when compared to the primary NIW disclosed for financial reporting purposes, NIW figures shown in our financial reporting differ slightly from what is shown in this Proxy Statement. | |

  56. Insurance in Force (IIF)

    | 2023 IIF Performance Levels (billions) | | | Company's Threshold IIF (for 50% bonus payout. If performance is below threshold, no credit is given) | $278.6 | | Company's Target IIF (for 100% bonus payout) | $296.0 | | Company's Maximum IIF (for 200% bonus payout) | $318.7 | | Company's Actual 2023 IIF | $293.5 | | Note: For purposes of the bonus plan, IIF is the unpaid principal balance, as reported to us, of the loans insured by us, as of the end of the year, adjusted for financial impacts of GSE-mandated mortgage insurance cancellations inconsistent with prior business practices. | |

  57. Long-Term Equity Awards

    Long-Term Equity Awards Background Considerations. Consistent with our belief that there should be a strong link between earned compensation and long-term performance, long-term equity awards provide one of our most significant TDC opportunities. We emphasize this component of our executive compensation program because it aligns executives’ interests with those of shareholders by linking compensation to both company performance and total shareholder return, while fostering a long-term planning horizon and supporting the retention of our leadership team. Performance-based long-term equity awards at their target grant date fair value represented 67% of the 2023 target TDC opportunity of our CEO, and averaged 53% of the 2023 target TDC opportunities of the other NEOs who were employed at year end. Due to his anticipated retirement, Mr. Hughes did not receive a long-term equity award in 2023. In January 2023, the MDNG Committee established a target long-term equity award opportunity for NEOs other than Mr. Hughes. To set these targets, the MDNG Committee considered a competitive market analysis of each NEO's TDC opportunity, the portion of such opportunity provided as long-term equity awards relative to their Benchmarking Peer Group counterparts, tenure in the position and internal equity. Below is a discussion of our 2023 long-term equity awards and a discussion of our 2022 and 2021 long-term equity awards, which is provided for comparison purposes and because a portion of the long-term equity awards granted in those years either vested based on 2023 performance or remain outstanding.

  58. 2023 Long-Term Equity Awards

    2023 Long-Term Equity Awards To align our long-term equity awards with the interests of shareholders, 100% of the long-term equity awards granted in January 2023 to our NEOs are restricted stock units (RSUs) that are performance-based and will cliff vest after three years based on the percentage achievement of a three-year cumulative adjusted book value (ABV) per share growth goal. Each executive's target long-term equity award value is translated into a target number of RSUs based on the closing stock price on the date of grant. The actual number of earned shares ranges from 0% to 200% of the target number of RSUs, depending on performance versus the three-year cumulative goals outlined in the table below, with actual vesting determined by linear interpolation where performance falls between levels.

  59. 2023 Long-Term Equity Awards

    | 2023 Long-Term Equity Award Performance Goal – 3-year Cumulative ABV Growth | | | | | | | Below Threshold (no vesting) | Threshold (for 25% vesting) | Target (for 100% vesting) | Maximum (for 200% vesting) | | Required Growth | Less than $1.42 | $1.42 | $5.69 | Greater than or equal to $7.73 | | Compound Annual Growth Rate | < 3.10% | 3.10% | 11.45% | ≥15.04% | | ABV per share is a non-GAAP financial measure. For a description of how we calculate this measure for each equity award and a reconciliation of this measure to its nearest comparable GAAP measure, see Appendix B. | | | | |

  60. 2023 Long-Term Equity Awards

    Book value growth was chosen as the performance goal, in part because of its simplicity and relevance to management and investors. Book value growth measures cumulative build-up of equity in the Company; we believe its use as a performance goal aligns executive compensation with the financial strength of the Company. The MDNG Committee viewed the $5.69 required growth in adjusted book value per share for target vesting of the 2023 long-term equity awards as sufficiently rigorous when considering our business plan, the 2020-2022 actual growth of $4.97, and the economic uncertainty and anticipated reduction in the size of the mortgage origination market. Long-Term Equity — Components — COMPENSATION DISCUSSION & ANALYSIS

  61. 2022 and 2021 Long-Term Equity Awards

    2022 and 2021 Long-Term Equity Awards The 2021 awards were granted to our NEOs in March 2021, and the 2022 awards were granted to our NEOs in February 2022. The awards will each cliff vest after three years based on percentage achievement of a three-year cumulative ABV per share growth goal. Each executive's target long-term equity award value was translated into a target number of RSUs based on the closing stock price on the grant date. Actual vesting may range from 0% to 200% of the target number of RSUs, based on three-year cumulative ABV per share growth. For the 2021 awards, an 11.3% compound annual growth in ABV (or $5.03 per share growth) is required for 100% (target) vesting; 14.0% compound annual growth (or >$6.38 per share growth) is required for maximum vesting; 3.1% compound annual growth (or $1.26 per share growth) is required for threshold vesting; and anything less than the threshold growth will result in 0% vesting. The actual vesting percentage is determined by linear interpolation based on where the actual growth in ABV per share falls between $1.26 and $6.38. For the 2022 awards, a 12.08% compound annual growth in ABV (or a $6.04 per share growth) is required for 100% (target) vesting; 14.0% compound annual growth (or >$7.13 per share growth) is required for maximum vesting; 3.3% compound annual growth (or $1.51 per share growth) is required for threshold vesting; and anything less than the threshold growth will result in 0% vesting. The actual vesting percentage is determined by linear interpolation based on where the actual growth in ABV per share falls between $1.51 and $7.13. The table below shows: •the three-year cumulative goal for targeted vesting of the 2023, 2022 and 2021 ABV awards to NEOs, •the growth in ABV per share as of the end of 2023, as calculated for the awards, and •the final vesting percentage for the 2021 awards; no 2022 or 2023 awards will vest until the end of each of their three-year performance periods.

  62. 2022 and 2021 Long-Term Equity Awards

    | Growth in Adjusted Book Value per Share for Targeted Vesting of 2021-2023 Cliff ABV Awards | | | | | | | | 3-year Cumulative Goal for Target | 2021-2023 Actual Growth | 2022-2023 Actual Growth | 2023 Actual Growth | Vesting % | | 2023 Equity Awards | $5.69 | | | $2.45 | | | 2022 Equity Awards | $6.04 | | $5.03 | | | | 2021 Equity Awards | $5.03 | $6.72 | | | 200% of Target |

  63. 2022 and 2021 Long-Term Equity Awards

    With respect to all of the long-term equity awards, dividends are not paid currently, but when awards vest, a payment is made equal to the dividends that would have been paid during the performance period for those vested awards.

  64. Change in Control Provisions

    Change in Control Provisions Each of our NEOs is a party to a Key Executive Employment and Severance Agreement with us (a KEESA), as described in the section titled “Potential Payments Upon Termination or Change-in-Control – Change in Control Agreements” below. The period for which our KEESAs provide employment protection ends on the third anniversary of the date of a change in control. Our KEESAs provide for a cash payment in two lump sums (or one lump sum if neither the Company nor any affiliate’s stock is publicly traded) only after both a change in control and a specified employment termination (a “double trigger”). Our KEESAs also provide for "double trigger" vesting of equity awards: there must be a change in control and a qualifying employment termination. The agreements for our outstanding equity awards provide that the equity will not vest upon a change in control if the MDNG Committee reasonably determines in good faith prior to the occurrence of the change in control that the awards will be assumed or replaced by the employee’s employer immediately following the change in control with an alternative award meeting specified requirements. Our KEESAs do not contain a gross-up by the Company for any excise tax payments resulting from payments upon a change in control. Payments under the KEESAs are capped by reducing such payments to an amount that will not trigger payment of federal excise taxes on such payment (the "Cut-Back Provision"), but only if the resulting after-tax value to the participant of the total payments upon a change in control would be greater than the after-tax value to the participant if the cash payments were not so reduced with the participant responsible for the excise taxes. For additional information about our KEESAs, see “Compensation and Related Tables – Potential Payments Upon Termination or Change-in-Control – Change in Control Agreements” below.

  65. Tax Deductibility Limit

    Tax Deductibility Limit Section 162(m) of the Internal Revenue Code disallows a tax deduction to public corporations for compensation in excess of $1 million paid during a year to certain "covered employees," generally including our NEOs. The MDNG Committee intends to set compensation for our NEOs at levels it believes are necessary to attract, motivate, retain and reward them, even if a portion of such compensation is not deductible as a result of Section 162(m). In making decisions about executive compensation, consideration is given to the impact of other regulatory provisions, including the provisions of Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation and the change in control provisions of Section 280G of the Internal Revenue Code.

  66. Process for Approving Compensation Components

    Process for Approving Compensation Components The MDNG Committee's typical practice is to approve long-term equity awards and approve new salaries and bonuses at its meeting in late January; however, because at this time, the Company has not yet released its earnings for the prior year, the MDNG Committee's policy provides that the grant date for long-term equity awards to employees (including the NEOs) and directors shall be the second business Other Aspects — COMPENSATION DISCUSSION & ANALYSIS day following the year-end earnings release for the prior year. This policy was adopted so that equity awards would be valued at a point in time when the most important information about the Company is likely to have been disseminated in the market. If the approval of awards occurs on or after March 15 of any given year, the grant date will be the second business day following the first quarterly earnings release issued after such approval. There were no option awards granted to our NEOs during 2023. The MDNG Committee has not adjusted executive officers' future compensation based upon amounts realized or forfeited pursuant to previous equity awards. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers.

  67. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for 2021 through 2023.

  68. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | | Non-Equity Incentive Plan Compensation ($)3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)4 | All Other Compensation ($)5 | Total ($) | | Timothy Mattke | 2023 | 988,462 | 5,000,012 | | 1,720,500 | 239,989 | 35,050 | 7,984,013 | | Chief Executive | 2022 | 938,462 | 4,000,012 | | 1,920,900 | — | 26,700 | 6,886,074 | | Officer | 2021 | 876,923 | 3,500,001 | | 1,888,650 | 94,133 | 25,850 | 6,385,557 | | Nathaniel Colson | 2023 | 515,385 | 1,400,010 | | 596,440 | 19,846 | 35,050 | 2,566,731 | | EVP and Chief | 2022 | 491,923 | 1,100,010 | | 674,000 | 6,644 | 26,700 | 2,299,277 | | Financial Officer | 2021 | 438,462 | 1,000,011 | | 650,535 | 34,816 | 25,850 | 2,149,674 | | Salvatore Miosi | 2023 | 731,769 | 2,100,008 | | 1,138,111 | 246,352 | 35,050 | 4,251,290 | | President and | 2022 | 716,154 | 2,060,014 | | 1,312,076 | — | 26,700 | 4,114,944 | | Chief Operating Officer | 2021 | 685,969 | 2,000,010 | | 1,322,055 | 164,330 | 25,850 | 4,198,214 | | Paula Maggio | 2023 | 612,846 | 1,050,011 | | 707,699 | 22,006 | 35,050 | 2,427,612 | | EVP and | 2022 | 591,154 | 1,030,007 | | 807,452 | 32,245 | 26,700 | 2,487,558 | | General Counsel | 2021 | 532,739 | 1,000,011 | | 790,435 | 44,616 | 25,850 | 2,393,651 | | Steven Thompson6 | 2023 | 489,769 | 1,050,011 | | 565,471 | 54,115 | 35,050 | 2,194,416 | | EVP and Chief | 2022 | | | | | | | | | Risk Officer | 2021 | | | | | | | | | James Hughes7 | 2023 | 268,077 | 2,195,033 | 2 | — | 29,758 | 35,050 | 2,527,918 | | Former EVP – Sales & | 2022 | 594,077 | 1,030,007 | | 806,104 | — | 26,700 | 2,456,888 | | Bus. Development | 2021 | 548,046 | 1,000,011 | | 812,819 | 113,933 | 25,850 | 2,500,659 |

  69. Summary Compensation Table

    1Our stock awards are granted under programs described in "Components of our Executive Compensation Program – Long-Term Equity Awards” in our CD&A. The amounts shown in this column represent the grant date fair value of the target number of RSUs granted to NEOs in the years shown, computed in accordance with FASB ASC Topic 718. The fair value of RSUs is based on the probable outcome of the applicable performance conditions and the closing price of our common stock on the NYSE on the grant date. In 2023, the applicable closing price was $14.17; in 2022, it was $15.46; and in 2021, it was $12.82. The value of the RSUs granted in 2023 if maximum performance were to be achieved is as follows: Mr. Mattke – $10,000,024; Mr. Colson – $2,800,020; Mr. Miosi – $4,200,016; Ms. Maggio – $2,100,022; and Mr. Thompson - $2,100,022. See footnote 2 for information about the amount shown for Mr. Hughes. 2 Mr. Hughes retired in August 2023; he did not receive a 2023 annual equity grant. Our standard terms for stock awards in 2021 and 2022 provided that retirement will not result in forfeiture of the awards, if, among other requirements, the award recipient retires at or after age 62, has been employed by us for at least seven years and continues in our employment for no less than one year after the date of the award (the "employment continuation condition"). However, beginning with 2023 stock awards, the Company reduced the retirement age from 62 to 60. Because of the change to the retirement program, Mr. Hughes having reached the age of 60, and in recognition of his 37 years of service to the Company, the employment continuation condition associated with Mr. Hughes' 2021 award was waived. The award remained subject to the performance condition described in "Components of our Executive Compensation Program - 2022 and 2021 Long Term Equity Awards" in our CD&A. In consideration for the waiver of the employment continuation condition, Mr. Hughes entered into a non-competition agreement with us. The amount shown in this column for Mr. Hughes in 2023 is the value at the date that the 2021 Long Term Equity Award was modified based on the probable outcome, at the time of modification, of the original performance conditions associated with the grant, which was 200% of target (maximum). The closing price on the date of modification was $14.07. Mr. Hughes' 2022 award was forfeited. Summary Compensation Table — COMPENSATION AND RELATED TABLES 3 Our 2023 bonus program is described in "Components of our Executive Compensation Program – Annual Bonus” in our CD&A. The bonuses paid were calculated based on a formula that compares actual performance to threshold, target and maximum performance achievement levels for three different financial performance goals (each with specific weights and in total weighted 75%) and a subjective assessment of performance against three different business objectives (in total weighted 25%). All goals for the 2021-2023 bonus programs were considered and approved by the MDNG Committee. 4 The Company does not maintain a non-qualified deferred compensation plan for its employees. The amounts shown in this column reflect, if positive, the sum of (a) the aggregate change in present value of accumulated pension benefits during the year pursuant to our Pension Plan and our SERP when retirement benefits are also provided under the SERP, and (b) distributions the named executive officer received from our SERP during the year. The aggregate change in present value of accumulated pension benefits represents: aFor other than Mr. Colson and Ms. Maggio, the difference between (a) the present value of the annual pension payments that the named executive officer would be entitled to receive beginning at age 60, or current age if older than 60, and continuing for his life expectancy determined at the end of the year shown and by assuming that the officer’s employment with us ended on the last day of the year shown, and (b) the same calculation done as if the officer’s employment had ended one year earlier. bFor Mr. Colson and Ms. Maggio, the difference between (a) the present value as of December 31, 2023 of the accumulated benefit under the "Cash Balance Component" (described following the table titled “Pension Benefits at 2023 Fiscal Year-End") of our Pension Plan, and (b) the same calculation as of the prior year-end. cFor all years shown, the change in the present value of accumulated pension benefits between years represents the net result of (a) the officer being one year closer to the receipt of the pension payments, which generally means the present value is higher; (b) a change in actuarial assumptions used to calculate the benefit, primarily changes in the discount rate used to calculate the present value at the end of each of those years; (c) a decrease for the effect of distributions that the NEOs received from our SERP; and (d) an increase for in-service distributions received from our SERP to pay the NEO's portion of social security taxes and related income tax from such distributions. For each NEO, the changes consist of:

  70. Summary Compensation Table

    | | 2023 | | | | 2022 | | | | 2021 | | | | | Name | Change in Actuarial Assumptions | | Change Due to Other Factors | | Change in Actuarial Assumptions | | Change Due to Other Factors | | Change in Actuarial Assumptions | | Change Due to Other Factors | | | Timothy Mattke | | 144,025 | | 95,964 | | (925,632) | | 441,643 | | (133,590) | | 227,723 | | Nathaniel Colson | 14,034 | | 5,812 | | (37,731) | | 44,375 | | (94) | | 34,910 | | | Salvatore Miosi | 103,773 | | 142,579 | | (761,417) | | 574,614 | | (106,308) | | 270,638 | | | Paula Maggio | 12,033 | | 9,973 | | (25,050) | | 57,295 | | (206) | | 44,822 | | | Steven Thompson | 70,886 | | (16,771) | | (584,582) | | 384,861 | | (83,412) | | 173,987 | | | James Hughes | 125,213 | | (95,455) | | (754,218) | | 494,566 | | (107,419) | | 221,352 | |

  71. Summary Compensation Table

    See Note 11 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ending December 31, 2023 for additional information regarding the assumptions made in arriving at these amounts. See information following the table titled “Pension Benefits at 2023 Fiscal Year-End” below for a summary of our Pension Plan and our SERP. 5 Amounts in this column for 2023 consist of matching 401(k) contributions and discretionary retirement plan contributions. 6 Mr. Thompson will retire in March 2024. He holds this position with Mortgage Guaranty Insurance Corporation, a wholly owned subsidiary of the Company, and not with the Company. No compensation data is provided for the years prior to Mr. Thompson becoming an NEO. 7 Mr. Hughes retired in August 2023. He held this position with Mortgage Guaranty Insurance Corporation, a wholly owned subsidiary of the Company, and not with the Company. COMPENSATION AND RELATED TABLES — Grants of Plan-Based Awards

  72. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows the 2023 grants of plan-based awards to our NEOs.

  73. 2023 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | Grant Date Fair Value of Stock and Option Awards3 ($) | | Name | Grant Date | MDNG Committee Approval Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Timothy Mattke | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | 750,000 | 1,500,000 | 3,000,000 | | | | | | | 2/3/2023 | 1/23/2023 | RSUs-Cliff Perf. Vest4 | | | | 88,215 | 352,859 | 705,718 | 5,000,012 | | Nathaniel Colson | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | 260,000 | 520,000 | 1,040,000 | | | | | | | 2/3/2023 | 1/23/2023 | RSUs-Cliff Perf. Vest4 | | | | 24,700 | 98,801 | 197,602 | 1,400,010 | | Salvatore Miosi | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | 496,125 | 992,250 | 1,984,500 | | | | | | | 2/3/2023 | 1/23/2023 | RSUs-Cliff Perf. Vest4 | | | | 37,050 | 148,201 | 296,402 | 2,100,008 | | Paula Maggio | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | 308,500 | 617,000 | 1,234,000 | | | | | | | 2/3/2023 | 1/23/2023 | RSUs-Cliff Perf. Vest4 | | | | 18,525 | 74,101 | 148,202 | 1,050,011 | | Steven Thompson | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | 246,500 | 493,000 | 986,000 | | | | | | | 2/3/2023 | 1/23/2023 | RSUs-Cliff Perf. Vest4 | | | | 18,525 | 74,101 | 148,202 | 1,050,011 | | James Hughes | 1/23/2023 | 1/23/2023 | Annual Cash Incentive1 | — | — | — | | | | | | | 4/26/2023 | 4/26/2023 | RSUs-Cliff Perf. Vest5 | | | | 19,501 | 78,004 | 156,008 | 2,195,033 |

  74. 2023 Grants of Plan-Based Awards

    1 Our Non-Equity Incentive Plan Awards are described in "Components of our Executive Compensation Program – Annual Bonus” in our CD&A. 2 Our Equity Incentive Plan Awards are described in "Components of our Executive Compensation Program – Long-Term Equity Awards” in our CD&A. 3 All of the figures in this column represent the grant date fair value of stock unit awards based on the probable outcome of the applicable performance conditions as of the grant date. The grant date fair value is based on the NYSE closing price on the day the award was granted. 4 These are the 2023 Cliff BV Awards described in "Components of our Executive Compensation Program – Long-Term Equity Awards” in our CD&A. 5 Mr. Hughes retired in August 2023; he did not receive a 2023 annual equity grant. Our standard terms for stock awards in 2021 and 2022 provided that retirement will not result in forfeiture of the awards, if, among other requirements, the award recipient retires at or after age 62, has been employed by us for at least seven years and continues in our employment for no less than one year after the date of the award ("the employment continuation condition"). However, beginning with 2023 stock awards, the Company reduced the retirement age from 62 to 60. Because of the change to the retirement program, Mr. Hughes having reached the age of 60, and in recognition of his 37 years of service to the Company, the employment continuation condition associated with Mr. Hughes' 2021 award was waived. The award remained subject to the performance condition described in "Components of our Executive Compensation Program - 2022 and 2021 Long Term Equity Awards" in our CD&A. In consideration for the waiver of the employment continuation condition, Mr. Hughes entered into a non-competition agreement with us. The amount shown for Mr. Hughes in the "RSUs - Cliff Perf. Vest" column is the value at the date that the 2021 Long Term Equity Award was modified based on the probable outcome, at the time of modification, of the original performance conditions associated with the grant, which was 200% of target (maximum). The closing price on the date of modification was $14.07. Mr. Hughes' 2022 award was forfeited. Outstanding Equity Awards — COMPENSATION AND RELATED TABLES

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows our NEOs’ equity awards outstanding on December 31, 2023.

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Equity Incentive Plan Awards | | | Name | Number of Unearned Shares, Units or Other Rights That Have Not Vested1 (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($) | | Timothy Mattke | 1,157,614 | 22,330,374 | | Nathaniel Colson | 325,961 | 6,287,788 | | Salvatore Miosi | 593,463 | 11,447,901 | | Paula Maggio | 296,733 | 5,723,980 | | Steven Thompson | 296,733 | 5,723,980 | | James Hughes3 | 156,008 | 3,009,394 |

  77. Outstanding Equity Awards at 2023 Fiscal Year-End

    1 All outstanding RSUs are cliff-vested based on achievement of a three-year cumulative goal for growth in adjusted book value per share. These performance-based RSUs have a potential payout ranging from 0-200% of the target number of RSUs granted. The number of RSUs that will ultimately vest will not be determined until the year in which they vest, based on actual performance through the end of the prior year: aCliff Performance Vested RSUs awarded February 3, 2023 to Messrs. Mattke (352,859), Colson (98,801), Miosi (148,201), Thompson (74,101), and Ms. Maggio (74,101) that will cliff vest in February, 2026. Amounts reported for the 2023 awards reflect target levels of achievement of the performance goals pursuant to applicable reporting requirements. For more information, see "Components of our Executive Compensation Program – 2023 Long Term Equity Awards" in our CD&A. bCliff Performance Vested RSUs awarded February 4, 2022 to Messrs. Mattke (258,733), Colson (71,152), Miosi (133,248), Thompson (66,624), and Ms. Maggio (66,624) that will cliff vest in February, 2025. Amounts reported for the 2022 awards reflect target levels of achievement of the performance goals pursuant to applicable reporting requirements. For more information, see "Components of our Executive Compensation Program – 2021 and 2022 Long Term Equity Awards" in our CD&A. cCliff Performance Vested RSUs awarded March 1, 2021 to Messrs. Mattke (546,022), Colson (156,008), Miosi (312,014), Thompson (156,008), Hughes (156,008), and Ms. Maggio (156,008) that cliff vest in March, 2024. Amounts reported for the 2021 awards reflect maximum levels of achievement of the performance goals pursuant to applicable reporting requirements. For more information, see "Components of our Executive Compensation Program – 2021 and 2022 Long Term Equity Awards" in our CD&A. 2 Based on the closing price of the Common Stock on the NYSE at 2023 year-end, which was $19.29. 3 Mr. Hughes retired in August 2023. Our standard terms for stock awards in 2021 and 2022 provided that retirement will not result in forfeiture of the awards, if, among other requirements, the award recipient retires at or after age 62, has been employed by us for at least seven years and continues in our employment for no less than one year after the date of the award ("the employment continuation condition"). However, beginning with 2023 stock awards, the Company reduced the retirement age from 62 to 60. Because of the change to the retirement program, Mr. Hughes having reached the age of 60, and in recognition of his 37 years of service to the Company, the employment continuation condition associated with Mr. Hughes' 2021 award was waived. Mr. Hughes' 2022 award was forfeited. COMPENSATION AND RELATED TABLES — Stock Vested

  78. 2023 Stock Vested

    2023 Stock Vested The following table shows the vesting of grants of plan based stock awards to our NEOs in 2023. There were no options outstanding or exercised in 2023.

  79. 2023 Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting1 ($) | | Timothy Mattke | 222,390 | 3,060,086 | | Nathaniel Colson | 76,248 | 1,049,172 | | Salvatore Miosi | 139,788 | 1,923,483 | | Paula Maggio | 76,248 | 1,049,172 | | Steven Thompson | 76,248 | 1,049,172 | | James Hughes | 76,248 | 1,049,172 |

  80. 2023 Stock Vested

    1 Value realized is the market value at the close of business on the vesting date, or the prior business day if the vesting date falls on a weekend or holiday. Pension Benefits — COMPENSATION AND RELATED TABLES

  81. Pension Benefits at 2023 Fiscal Year-End

    Pension Benefits at 2023 Fiscal Year-End The following table shows the present value of accrued pension plan benefits for our NEOs as of December 31, 2023.

  82. Pension Benefits at 2023 Fiscal Year-End

    | Name | Plan Name1 | Number of Years Credited Service (#) | Present Value of Accumulated Benefit2 ($) | Payments During Last Fiscal Year3 ($) | | Timothy Mattke | Qualified Pension Plan | 17.6 | 1,853,067 | — | | | Supplemental Executive Retirement Plan | 17.6 | 72,669 | — | | Nathaniel Colson | Qualified Pension Plan | 9.4 | 117,873 | — | | | Supplemental Executive Retirement Plan | 9.4 | — | — | | Salvatore Miosi | Qualified Pension Plan | 35.7 | 2,508,352 | — | | | Supplemental Executive Retirement Plan | 35.7 | 247,394 | — | | Paula Maggio | Qualified Pension Plan | 5.5 | 191,176 | — | | | Supplemental Executive Retirement Plan | 5.5 | — | — | | Steven Thompson | Qualified Pension Plan | 25.3 | 2,400,936 | — | | | Supplemental Executive Retirement Plan | 25.3 | 17,193 | — | | James Hughes | Qualified Pension Plan | 36.3 | 2,991,817 | 69,884 | | | Supplemental Executive Retirement Plan | 36.3 | 142,645 | — |

  83. Pension Benefits at 2023 Fiscal Year-End

    1 See below for a summary of these plans. 2 The amount shown in this column, for other than Mr. Colson, Ms. Maggio and Mr. Hughes, is the present value of the pension payments that the NEO would be entitled to receive beginning at age 60 (which is the earliest age that unreduced benefits under the Qualified Pension Plan and SERP may be received), or current age if older than 60, and continuing for his or her life expectancy determined at the end of 2023, and by assuming that the officer’s employment with us ended on the last day of that year. It represents the present value of annual payments under the legacy Qualified Pension Plan design through December 2018 (the "Prior Plan Component") and the present value of the accumulated benefit under the Cash Balance Component (both described below) of our Pension Plan. See Note 11 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ending December 31, 2023 for the discount rate used to calculate the present value of benefits under these plans. The amount shown in this column for Mr. Colson and Ms. Maggio is the present value as of December 31, 2023 of the accumulated benefit under the Cash Balance Component, assuming retirement at age 65. The amount shown in this column for Mr. Hughes is the present value of remaining accumulated benefit of annuity payments that commenced on September 1, 2023 for the Qualified Pension Plan and lump sum payable on February 1, 2024 from the SERP Plan. 3 The amount shown in this column for Mr. Hughes is annuity payments made during the 2023 fiscal year from the Qualified Pension Plan (commenced on September 1, 2023). The Qualified Pension Plan was redesigned, effective January 1, 2014. As described below, under the redesigned Qualified Pension Plan and SERP, employees hired after December 31, 2013 accrue retirement benefits under a cash balance formula (the Cash Balance Component). Employees hired prior to January 1, 2014 continued to accrue benefits under the Prior Plan Component. Between January 1, 2019 and December 31, 2022, all participants accrued benefits under the Cash Balance Component. COMPENSATION AND RELATED TABLES — Pension Benefits

  84. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table summarizes the estimated value of payments to each of the NEOs assuming the triggering event or events indicated occurred on December 31, 2023.

  85. Potential Payments Upon Termination or Change in Control

    | Name | Termination Scenario | Total ($) | Cash Payment1 ($) | Value of Restricted Equity and Stock Options that will Vest on an Accelerated Basis2 ($) | Value of Restricted Equity and Stock Options Eligible for Continued Vesting2 ($) | Value of Other Benefits3 ($) | | Timothy Mattke | Change in control with qualifying termination | 39,002,809 | 5,942,754 | 32,861,942 | | 198,113 | | | Change in control without qualifying termination | — | | | | | | | Disability | 22,330,374 | | | 22,330,374 | | | | Death | 17,063,992 | | 17,063,992 | | | | Nathaniel Colson | Change in control with qualifying termination | 11,810,262 | 2,464,012 | 9,211,689 | | 134,561 | | | Change in control without qualifying termination | — | | | | | | | Disability | 6,287,788 | | | 6,287,788 | | | | Death | 4,783,091 | | 4,783,091 | | | | Salvatore Miosi | Change in control with qualifying termination | 20,718,277 | 4,201,360 | 16,345,304 | | 171,613 | | | Change in control without qualifying termination | — | | | | | | | Disability | 11,447,901 | | | 11,447,901 | | | | Death | 8,438,526 | | 8,438,526 | | | | Paula Maggio | Change in control with qualifying termination | 11,244,144 | 2,927,192 | 8,172,691 | | 144,261 | | | Change in control without qualifying termination | — | | | | | | | Disability | 5,723,980 | | | 5,723,980 | | | | Death | 4,219,282 | | 4,219,282 | | | | Steven Thompson | Change in control with qualifying termination | 10,644,458 | 2,369,426 | 8,172,691 | | 102,341 | | | Change in control without qualifying termination | — | | | | | | | Disability | 5,723,980 | | | 5,723,980 | | | | Death | 4,219,282 | | 4,219,282 | | | | James Hughes | Retirement | 2,614,694 | | | 2,614,694 | |

  86. Potential Payments Upon Termination or Change in Control

    1 As described further in "Change in Control Agreements and Severance Pay” below, each of our current NEOs is a party to a KEESA that may provide for payments after a change in control. A qualifying termination is a termination within three years after the change in control by the Company other than for cause, death or disability or by the executive for good reason. Amounts are payable in one or two lump sums, depending on limits on amounts that may be paid within six months under applicable tax rules and regulations. The first lump sum is payable within 10 business days after the termination date and the second lump sum, if required by applicable tax rules and regulations, is payable six months thereafter. Payments under the KEESAs are capped by reducing such payments to an amount that will not trigger payment of federal excise taxes on such payment (the Cut-Back Provision), but only if the resulting after-tax value to the participant of the total payments upon a change in control would be greater than the after-tax value to the participant if the cash payments were not so reduced with the participant responsible for the excise taxes. COMPENSATION AND RELATED TABLES — Payments Upon Termination or Change in Control 2 For other than Mr. Hughes, the value attributed to restricted equity that accelerates or is eligible for continued vesting is calculated using the closing price on the NYSE on December 31, 2023. Under the agreements governing the terms of the equity awards, upon an NEO's death, the target number of restricted stock units granted will vest immediately; and upon an NEO's disability, restricted stock units will continue to vest. The values shown for continued vesting in the case of disability are as shown in the table titled "Outstanding Equity Awards at 2023 Fiscal Year-End." Mr. Hughes retired in August 2023; he did not receive a 2023 annual equity grant. Our standard terms for stock awards in 2021 and 2022 provided that retirement will not result in forfeiture of the awards, if, among other requirements, the award recipient retires at or after age 62, has been employed by us for at least seven years and continues in our employment for no less than one year after the date of the award ("the employment continuation condition"). However, beginning with 2023 stock awards, the Company reduced the retirement age from 62 to 60. Because of the change to the retirement program, Mr. Hughes having reached the age of 60, and in recognition of his 37 years of service to the Company, the employment continuation condition associated with Mr. Hughes' 2021 award was waived. The award remained subject to the performance condition described in "Components of our Executive Compensation Program - 2022 and 2021 Long Term Equity Awards" in our CD&A. In consideration for the waiver of the employment continuation condition, Mr. Hughes entered into a non-competition agreement with us. The amount shown in this column represents the value of awards using the closing price on the NYSE on the date of his retirement (August 1, 2023). Mr. Hughes' 2022 award was forfeited. 3 In connection with a change in control, other benefits include three years of health and welfare benefits, outplacement costs, and an allowance for tax, legal and accounting fees. For an estimate of the value of pension benefits for an NEO upon retirement, please see the Pension Benefits Table.

  87. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio The following table shows the ratio of the median of the annual total compensation of all of our employees, except the CEO, to the annual total compensation of the CEO.

  88. 2023 CEO Pay Ratio

    | Median of the 2023 Annual Total Compensation of all of our Employees, except the CEO | 2023 Annual Total Compensation of the CEO | Ratio of the Median of the 2023 Annual Total Compensation of all of our Employees, except the CEO, to the Annual 2023 Total Compensation of the CEO | | $175,863 | $8,012,463 | 1:46 |

  89. 2023 CEO Pay Ratio

    The 2023 Annual Total Compensation of the median employee, and the 2023 Annual Total Compensation of the CEO, were calculated in accordance with the rules applicable to the Summary Compensation Table, adjusted to include the value of tax-exempt, non-discriminatory health benefits provided by us. Our median 2023 employee was determined by considering, for each employee employed by us and our consolidated subsidiaries as of December 31, 2023, the sum of "401K eligible earnings" and the positive "change in pension value" (if any) during 2023. “401K eligible earnings” includes base wages, commission, overtime pay and bonuses paid in 2023. The "401K eligible earnings" are derived from our payroll records. The "change in pension value" is calculated in the same manner as it is for the Summary Compensation Table and is provided by our pension consultant.

  90. 2023 Pay for Performance

    | Year | SCT Total for CEO ($) | Equity Award Adjustments7 ($) | Pension Benefits Adjustments8 ($) | Compensation Actually Paid to CEO ($) | | 2023 | 7,984,013 | 13,654,334 | (239,989) | 21,398,358 | | 2022 | 6,886,074 | 788,452 | 222,969 | 7,897,495 | | 2021 | 6,385,557 | 3,723,543 | 66,841 | 10,175,941 | | 2020 | 5,517,169 | (1,055,218) | (394,170) | 4,067,781 |

  91. 2023 Pay for Performance

    | Year | Average SCT Total for Non-CEO NEOs ($) | Average Equity Award Adjustments7 ($) | Average Pension Benefits Adjustments8 ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2023 | 2,793,593 | 3,125,637 | (60,438) | 5,858,792 | | 2022 | 2,839,667 | 343,065 | 125,155 | 3,307,887 | | 2021 | 2,810,550 | 1,468,170 | 3,501 | 4,282,221 | | 2020 | 2,563,301 | (551,503) | (194,983) | 1,816,815 |

  92. 2023 Pay for Performance

    | | SCT Total | CAP | | Pension | Year over year change in the actuarial present value of pension benefits. | Current year service cost and the change to any prior year service cost (if a plan amendment occurred during the year). As of January 1, 2023 the pension plan was frozen (no future benefits accrue for participants due to employment and no new participants will be added). Participants continue to earn interest credits on applicable benefits. | | Stock and Option Awards | Grant date fair value of stock and option awards granted during the year. | Year over year change in the fair value of stock and option awards that are expected to vest as of the end of the year, or vested or were forfeited during the year, including dividend equivalents as applicable. Vesting is tied to growth in the Company's adjusted book value per share, as described further in our CD&A. |