DEF 14A of Mgic Investment Corp, Mar 21, 2025

DEF 14A of Mgic Investment Corp

Filed Mar 21, 2025 · FY20240000876437-25-000062

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Name | | | Age1 | Director Since | Primary Occupation | Independent | Committee Memberships2 | | Analisa M. Allen | | | 66 | 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 | | C. Edward Chaplin ▲ | | | 68 | 2014 | Former President and CFO of MBIA Inc. | Yes | • Audit (C) • Securities Inv. | | Curt S. Culver | | | 72 | 1999 | Chairman of the Board and former CEO of MGIC Investment Corp. | No | • Executive | | Jay C. Hartzell | | | 55 | 2019 | Former President of the University of Texas at Austin and President-Elect of Southern Methodist University | Yes | • Risk Management • Securities Inv. (C) | | Jodeen A. Kozlak | | | 61 | 2018 | Lead Independent Director of MGIC Investment Corporation; Founder and CEO of Kozlak Capital Partners, LLC; Former Global SVP of Human Resources of Alibaba Group | Yes | • Executive • MDNG (C) • Securities Inv. | | Teresita M. Lowman ▲ | | | 60 | 2022 | Strategic Advisor to Launch Factory; Former VP of DXC Technology Company | Yes | • Audit • BT&T (C) | | Timothy J. Mattke | | | 49 | 2019 | CEO of MGIC Investment Corp. | No | • Executive (C) | | Sheryl L. Sculley ▲ | | | 72 | 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 • BT&T | | Michael L. Thompson | | | 69 | 2023 | CEO of Fair Oaks Foods | Yes | • MDNG • Risk Management | | Mark M. Zandi | | | 65 | 2010 | Chief Economist of Moody's Analytics, Inc. | Yes | • MDNG • Risk Management (C) | | 1 | | As of March 21, 2025 | | | | | | | 2 | | BT&T = Business Transformation and Technology; MDNG = Management Development, Nominating and Governance | | | | | | | ▲ | = | Audit Committee Financial Expert | | | | | | | C | = | Committee Chair | | | | | |

  3. Nominees for Director

    Nominees for Director

  4. For Term Ending at the Annual Meeting in 2026

    | | Analisa M. Allen Director Since: 2020 Age: 66 | 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. | |

  5. For Term Ending at the Annual Meeting in 2026

    | | C. Edward Chaplin Director Since: 2014 Age: 68 | 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. | | |

  6. For Term Ending at the Annual Meeting in 2026

    | | Curt S. Culver Chairman of the Board Director Since: 1999 Age: 72 | 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 2005. 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. | | |

  7. For Term Ending at the Annual Meeting in 2026

    | | Jay C. Hartzell Director Since: 2019 Age: 55 | Committees: •Risk Management •Securities Investment (Chair) | | | Jay C. Hartzell is the Trammell Crow Regents Professor at the University of Texas at Austin, where he also served as President from 2020 until 2025. He has been named the next President of Southern Methodist University, effective June 1, 2025. Prior to serving as the University of Texas at Austin’s President, he was Dean of its McCombs School of Business, a position he held since 2016. He joined the University of Texas in 2001 and his academic expertise is in finance and real estate. 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. | |

  8. For Term Ending at the Annual Meeting in 2026

    | | Jodeen A. Kozlak Lead Independent Director Director Since: 2018 Age: 61 | Committees: •Management Development, Nominating & Governance (Chair) •Securities Investment •Executive | 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. | | |

  9. For Term Ending at the Annual Meeting in 2026

    | | Teresita M. Lowman Director Since: 2022 Age: 60 | Committees: •Audit •Business Transformation & Technology (Chair) | | | 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. | |

  10. For Term Ending at the Annual Meeting in 2026

    | | Timothy J. Mattke Director Since: 2019 Age: 49 | 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. | |

  11. For Term Ending at the Annual Meeting in 2026

    | | Sheryl L. Sculley Director Since: 2019 Age: 72 | Committees: •Audit •Business Technology & Transformation | | | 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. | |

  12. For Term Ending at the Annual Meeting in 2026

    | | Michael L. Thompson Director Since: 2023 Age: 69 | Committees: •Risk Management •Management Development, Nominating & Governance | | | Michael L. Thompson is the 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. | |

  13. For Term Ending at the Annual Meeting in 2026

    | | Mark M. Zandi Director Since: 2010 Age: 65 | Committees: •Risk Management (Chair) •Management Development, Nominating & Governance | | | 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. | |

  14. 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, C. Edward Chaplin, Curt S. Culver, Jay C. Hartzell, Jodeen A. Kozlak, 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 2026 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.

  15. Compensation of Directors

    Compensation of Directors

  16. 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 2024. There were no changes made to the program for 2025.

  17. 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 $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. | | 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. |

  18. 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.

  19. 2024 Director Compensation

    2024 Director Compensation The following table shows the compensation paid to each of our non-management directors in 2024. Mr. Mattke, our CEO, was also a director in 2024 but received no compensation for service as a director.

  20. 2024 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 | 125,005 | 260,005 | | C. Edward Chaplin | 170,000 | 125,005 | 295,005 | | Curt S. Culver | 250,000 | 125,005 | 375,005 | | Jay C. Hartzell | 145,000 | 125,000 | 270,000 | | Timothy A. Holt | 150,000 | 125,000 | 275,000 | | Jodeen A. Kozlak | 135,000 | 125,000 | 260,000 | | Michael E. Lehman | 205,000 | 125,000 | 330,000 | | Teresita M. Lowman | 145,000 | 125,000 | 270,000 | | Sheryl L. Sculley | 145,000 | 125,000 | 270,000 | | Michael L. Thompson | 130,000 | 125,018 | 255,018 | | Mark M. Zandi | 150,000 | 125,005 | 275,005 |

  21. 2024 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 2024 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 7, 2025 for each director, is described under “Stock Ownership." Amounts shown in excess of $125,000 represent rounding up of partial shares at the time of settlement. |

  22. Despite continuing headwinds, we continued to demonstrate strong performance in 2024

    Despite continuing headwinds, we continued to demonstrate strong performance in 2024 As we began 2024, the volume of mortgage originations was predicted to be slightly higher than 2023, but still 25% lower than in 2022, and 61% lower as compared to 2021. Additionally, mortgage rates were expected to remain elevated with continued affordability challenges tempering homebuyer demand. Despite these headwinds, we demonstrated strong performance, including against performance measures that determine the annual bonus and long-term equity compensation of our NEOs. Our stock price grew 23% in 2024 and we grew GAAP book value per share by 12%, while returning approximately $698 million to shareholders through share repurchases and dividends. GAAP book value per share, share repurchases and dividends are components of growth in adjusted book value per share, which is used to determine vesting of our long-term equity awards. Net income for 2024 was $763.0 million, on revenues of $1.2 billion. Adjusted net operating income for the year was $768.5 million. This is a component of ROE, one of the financial performance measures that determined payouts under our 2024 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 2024 bonus plan are determined. In 2024, our NIW was $57.0 billion, up from $47.8 billion in 2023. While our 2024 NIW was lower than the elevated levels seen in 2020-2022, it is higher than 2023 and comparable to the more normalized levels seen before the onset of the COVID-19 pandemic. Our IIF at the end of 2024 was an all-time high of $295.4 billion, exceeding the 2023 year-end IIF of $293.5 million and the previous high of $295.3 billion that we reached in 2022; our ROE for 2024 was 14.3%, up from 14.1% in 2023.

  23. 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. |

  24. IIF (billions)3

    | ● | Performance-based compensation represents the significant majority of our NEOs' TDC opportunity. It was 87% of our CEO's 2024 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, 8% below target in 2023, and 7% above target in 2024. | | | | ● | 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 11.4% 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: | | | | | ○ | Performance-based long-term equity awards promote a long-term focus for our NEOs and reward multi-year financial results. All performance-based long-term equity awards granted to NEOs are dependent on achievement of rigorous book value per share growth goals. | | | | ○ | All long-term equity awards align management and shareholder interests in increasing share value. | |

  25. 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 President and Executive Vice Presidents ("EVPs") to own Company stock equal in value to at least three times their base salaries. All other officers are required to own Company stock with a value equal to or greater than their respective base salary levels. | | Post-Vesting Stock Holding Requirements | • | For long-term equity granted in 2024 and before, 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. Beginning with the long-term equity granted in 2025, NEOs will be required to hold 100% of vested shares net of taxes for one year. | | 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 2024 target TDC opportunity was tied to achievement of preset performance goals. On average, 74% of the 2024 target TDC opportunities for the other NEOs 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 $0 and $5,200 in 2024 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 2024 represented approximately 0.4% of our outstanding shares as of December 31, 2023. The Company's dilution from outstanding awards was below the 25th percentile among all companies in our 2024 Benchmarking Peer Group (calculated as outstanding equity awards on December 31, 2023, as a percentage of fully diluted total shares outstanding). |

  26. Compensation-Related Governance Policies and Best Practices

    | 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 performance and time-vested 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. | | 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, and our proposed 2025 Omnibus Incentive Plan, contain 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; and •No single trigger vesting of awards upon a change in control in which the awards are assumed or replaced. |

  27. Objectives of Our Executive Compensation Program

    Objectives of Our Executive Compensation Program In setting compensation, the MDNG Committee focuses on target TDC, which consists of base salary, target bonus (or non-equity incentive compensation) and target equity awards (valued at their grant date fair value reported in the Summary Compensation Table). The objectives of our executive compensation program are to: •Attract and retain high-quality executives. We want to offer a competitive pay opportunity that provides for: • target TDC within a range near the median level of an executive's Benchmarking Peer Group counterparts, and • bonus and performance-based long-term equity award opportunities that may be earned above or below the target opportunity, based on performance. •Align executive compensation with long-term shareholder interests. We align compensation and long-term shareholder interests by: • linking executive compensation to Company performance; and • paying a substantial portion of TDC in: ▪ bonuses that are at-risk and are based on specific performance measures that align payouts with Company performance, with quantitative financial performance measures accounting for 75% of the bonus calculation and qualitative business objectives, which directly support our business strategies, accounting for 25% of the bonus calculation; and ▪ long-term equity awards that vest based on a three-year quantitative performance goal that aligns payouts with Company performance and whose value directly reflects our stock price. Performance-based long-term equity awards granted to our CEO, President and EVPs vest after the three-year performance period. Performance-based long-term equity awards granted to other officers vest annually over a three year period based on achievement of the same performance goals.

  28. 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 rules and NYSE listing standards 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 2024 and early 2025 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; •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 type and 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 severance and change in control benefits for executives; •Advice on the key terms of our 2025 Omnibus Incentive Plan; •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 compensation clawback policy and recommendations for changes; •Review of our stock ownership guidelines and recommendations for changes; and •Review of, and comment on, management's compensation risk assessments.

  29. 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 or chose as a compensation peer one of our mortgage insurance peers; and 5) is reasonably similar in size to us. Based on these criteria, 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 decisions on 2024 executive compensation. This change was made following the acquisition of Flagstar Bancorp by New York Community Bank in December of 2022. Changes to the companies in our Benchmarking Peer Group that were used in competitive analysis used to inform decisions based on target pay opportunities and program design for 2021-2024 are shown below:

  30. Benchmarking

    | | | | 2021-2024 Benchmarking Peer Groups | | | | | | | | | | MGIC Peer Groups | Mortgage Insurer - Direct Competitor1 | Exposure to Residential Real Estate Market | Industry in which we Compete for Talent | Chose us as a Peer | Business | | | | | Enact Holdings | X | X | X | X | Mortgage Insurer | | | | | Mr. Cooper Group | | X | X | | Mortgage Orig & Svg | | | | | Arch Capital Group Ltd. | X | X | X | | Includes Mortgage Insurer | | | | 2024 | Assured Guaranty Ltd. | | X | X | X | Financial Guaranty Insurer | | | | | Essent Group Ltd. | X | X | X | X | Mortgage Insurer | | | 2023 | | First American Fin'l Corp. | | X | X | | Title Ins & Other R.E. Services | | | | | NMI Holdings Inc. | X | X | X | X | Mortgage Insurer | | 2021-2022 | | | Onity Group (f/k/a 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 | | | | | Flagstar Bancorp Inc. | | X | X | | Mortgage Orig & Svg; Banking | | | | | Fidelity National Financial Inc. | | X | X | | Title Ins & Other R.E. Services | | | | | Genworth Financial Inc. | X | X | X | X | Includes Mortgage Insurer |

  31. Benchmarking

    1 Parent companies of direct competitors whose overall results are principally or significantly impacted by these competitors. 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 2024 Benchmarking Peer Group.

  32. Benchmarking

    | MGIC Percentile Rank Versus Benchmarking Peer Group | | | 12/31/24 Market Capitalization | 91st | | 2024 Revenue | 35th |

  33. 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 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.

  34. Our Benchmarking Peer Group for 2025

    Our Benchmarking Peer Group for 2025 The MDNG Committee's Compensation Consultant reviews the Benchmarking Peer Group annually and reports its findings and recommendations to the MDNG Committee. In July 2024, at the recommendation of the Compensation Consultant, the MDNG Committee chose to maintain our peer group for purposes of benchmarking 2025 compensation.

  35. 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 2024 target TDC opportunity for each NEO in January 2024. Performance-based, at-risk compensation continues to represent the significant majority of the average TDC opportunities of our NEOs, as shown in the charts below.

  36. Base Salary

    Base Salary 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 the President and Executive Vice Presidents 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 2024, 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, Messrs. Mattke, Miosi and Candelmo, and Ms. Maggio received salary increases averaging 4% to ensure that base levels continued to remain competitive with the NEOs' respective Benchmarking Peer Group counterparts. In 2024, Mr. Colson took on the role of Chief Risk Officer and his salary was increased to reflect his added responsibilities.

  37. 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 prior years, in 2024 each of our current executives had 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 2024 and eligible to receive a bonus are shown in the following table.

  38. Annual Bonus

    | | 2024 Bonus Opportunities (Multiple of Base Salary)1 | | | | | Executive | Below Threshold | Threshold | Target | Maximum | | Timothy J. Mattke | 0 | 0.875 | 1.75 | 3.50 | | 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 | | Robert J. Candelmo | 0 | 0.35 | 0.70 | 1.40 |

  39. Annual Bonus

    1 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. For all except Mr. Mattke, the multiples for the 2024 annual bonus are unchanged from 2023. In October 2023, the MDNG Committee reviewed peer benchmarking data prepared by the Compensation Consultant and determined that while Mr. Mattke's annual salary and long-term equity opportunity were competitive with the Company's benchmarking peers, his bonus opportunity lagged behind those peers. As a result, in January 2024, the MDNG Committee approved an increase to Mr. Mattke's threshold, target, and maximum bonus opportunities. As referenced above, in January 2024 the MDNG Committee approved 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 2024 NEO bonuses: •Financial Performance Measures. The MDNG Committee chose ROE, NIW and IIF as the financial performance measures in the 2024 bonus plan to provide an incentive for bottom line and top line growth and for reasonable consistency with the 2021-2023 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. Calculation of 2024 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 2024 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.

  40. Annual Bonus

    | 2024 Bonus Percentage | | | | | | | | | | | | | | Percent Earned | | Weighted Score | | | 2024 Performance Levels | | | Actual 2024 | | | | | | Threshold 50% | Target 100% | Maximum 200% | | | | | | | | | | | | Weight | | | Financial Performance Measures: | | | | | | | | | Return on Equity | 8.0% | 11.4% | 17.0% | 14.3% | 151.8% | 45.0% | 68.3% | | New Insurance Written (billions) | $33.4 | $53.1 | $93.5 | $57.0 | 109.7% | 15.0% | 16.4% | | Insurance in Force (billions) | $268.6 | $288.0 | $307.2 | $295.4 | 138.5% | 15.0% | 20.8% | | Total Score for Financial Performance Measures | | | | | | 75.0% | 105.5% | | 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 | | | | | 120.0% | 25.0% | 30.0% | | 2024 Bonus Percentage | | | | | | | 135.5% |

  41. Annual Bonus

    The aggregate weighted financial and business performance scores resulted in a preliminary bonus percentage of 135.5%. 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.

  42. Return on Equity ("ROE")

    | ROE Performance Levels for Company's 2024 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) | 11.4% | | Company's Maximum ROE (for 200% bonus payout) | 17.0% | | Company's Actual 2024 ROE | 14.3% | | 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. | |

  43. New Insurance Written ("NIW")

    | 2024 NIW Performance Levels (billions) | | | Company's Threshold NIW (for 50% bonus payout. If performance is below threshold, no credit is given) | $33.4 | | Company's Target NIW (for 100% bonus payout) | $53.1 | | Company's Maximum NIW (for 200% bonus payout) | $93.5 | | Company's Actual 2024 NIW | $57.0 | | 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. | |

  44. Insurance in Force ("IIF")

    | 2024 IIF Performance Levels (billions) | | | Company's Threshold IIF (for 50% bonus payout. If performance is below threshold, no credit is given) | $268.6 | | Company's Target IIF (for 100% bonus payout) | $288.0 | | Company's Maximum IIF (for 200% bonus payout) | $307.2 | | Company's Actual 2024 IIF | $295.4 | | 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. | |

  45. Long-Term Equity Awards

    Long-Term Equity Awards

  46. Background Considerations

    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 65% of the 2024 target TDC opportunity of our CEO, and averaged 48% of the 2024 target TDC opportunities of the other NEOs. In January 2024, the MDNG Committee established a target long-term equity award opportunity for NEOs. 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 2024 long-term equity awards, and a discussion of our 2023 and 2022 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 2024 performance or remain outstanding.

  47. 2024 Long-Term Equity Awards

    2024 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 2024 to Messrs. Mattke, Colson, Miosi and Ms. Maggio 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 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.

  48. 2024 Long-Term Equity Awards

    | 2024 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 $1.65 | $1.65 | $6.47 | Greater than or equal to $9.52 | | Compound Annual Growth Rate | < 2.71% | 2.71% | 9.90% | ≥14.00% | | 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. | | | | |

  49. 2024 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 $6.47 required growth in adjusted book value per share for target vesting of the 2024 long-term equity awards as sufficiently rigorous when considering our business plan, the economic uncertainty and anticipated size of the mortgage origination market. Although the required growth for target vesting set for the 2024 grants is less than the 2021-2023 actual growth of $6.72, it represents a 13.7% increase over the $5.69 target three-year cumulative ABV per share growth that was set for the 2023 equity awards. Fifty percent of Mr. Candelmo's 2024 long-term equity award was performance-based and vests annually over three years subject to the same performance goals described above. The remaining 50% of his award was made up of restricted stock units that vest over three years in three equal annual installments. The 50-50 split for Mr. Candelmo's long-term incentive awards is consistent with the awards granted to the Company's other Senior Vice President-level executives.

  50. 2022 and 2023 Long-Term Equity Awards

    2022 and 2023 Long-Term Equity Awards The 2022 and 2023 awards were granted to Messrs. Mattke, Colson, Miosi, and Candelmo and Ms. Maggio in February 2022 and 2023, respectively. 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 all except Mr. Candelmo, these 2022 and 2023 performance-vesting grants will cliff vest at the end of the three-year performance period. Mr. Candelmo's performance-vesting grants vest in annual installments over the three-year performance period based on performance at the end of each year. The maximum number of shares that may vest in years one and two is 33%; there is a true-up in year three to account for the full three-year performance period. Mr. Candelmo also received time-vesting long-term equity awards (i.e. vesting based on continued service only) in each of 2022 and 2023 that vest in equal installments over a three year period. For information about the number and value of unvested units associated with those awards, please see the Outstanding Equity Awards and 2024 Fiscal Year-End table. 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. For the 2023 awards, an 9.86% compound annual growth in ABV (or $5.69 per share growth) is required for 100% (target) vesting; 13% compound annual growth (or >$7.73 per share growth) is required for maximum vesting; 2.64% compound annual growth (or $1.42 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 $1.42 and $7.73.1 The table below shows: •the three-year cumulative goal for targeted vesting of the 2024, 2023 and 2022 ABV awards to NEOs, •the growth in ABV per share as of the end of 2024, as calculated for the awards; and •the final vesting percentage for the 2022 awards.

  51. 2022 and 2023 Long-Term Equity Awards

    | Growth in Adjusted Book Value per Share for Targeted Vesting of 2022-2024 Cliff ABV Awards | | | | | | | | 3-year Cumulative Goal for Target | 2022-2024 Actual Growth | 2023-2024 Actual Growth | 2024 Actual Growth | Vesting % | | 2024 Equity Awards | $6.47 | | | $2.80 | | | 2023 Equity Awards | $5.69 | | $4.99 | | | | 2022 Equity Awards | $6.04 | $7.36 | | | 200% of Target |

  52. 2022 and 2023 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. Changes for 2025 Long-Term Equity Awards. In October 2024, the Compensation Consultant provided the MDNG Committee with a comprehensive review of the Company's executive compensation practices, including a competitive analysis of our benchmarking peers' long-term incentive program designs. A key finding from this review was that on average, 55-60% of the long-term equity granted by our benchmarking peer group is performance-based, and the remainder is time-based (i.e. vesting based on continued service only). The MDNG Committee also recognized that none of the benchmarking peers awarded 100% performance-based long-term equity, as was the Company's practice. In an effort to better align with peer practice, enhance retention, and reduce the volatility in expenses related to performance-vesting units, the MDNG elected to introduce a mix of performance and time-vesting RSUs in the long-term equity granted in 2025 to the Company's executive officers. Recognizing that it is best practice that a majority of long-term equity continue to be performance based, the MDNG Committee believed that a target long-term incentive mix consisting of 60% performance-based RSUs and 40% time-based RSUs was most appropriate. Similar to the 2022, 2023 and 2024 grants, the performance-based RSUs granted in 2025 will cliff vest after three years based on the percentage achievement of a three-year cumulative ABV per share growth goal. The time-based RSUs will vest in three annual installments beginning on February 28, 2026.

  53. “Clawback” Policy

    “Clawback” Policy The Board has adopted a compensation clawback policy (the "Clawback Policy") intended to comply with SEC rules and stock exchange listing standards regarding the recoupment policy required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The purpose of the Clawback Policy is to establish the terms under which the Company is required to recover certain amounts of incentive-based compensation from current and former executive officers in the event of an accounting restatement resulting from material non-compliance with any financial reporting requirement under federal securities laws. "Incentive-based compensation" is defined in the Clawback Policy as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. In the event that the requirement to recover incentive-based compensation is triggered under the Clawback Policy, the MDNG Committee has discretion to seek to recover service-based compensation if such compensation was received during the fiscal period to which the accounting restatement applies. For purposes of the Policy, service-based compensation is defined as equity awards that are granted, earned, or vested based wholly upon the satisfaction of time-based or service-based requirements. In exercising its discretion to seek to recover service-based compensation, the MDNG Committee may take into account such considerations as it deems appropriate, including, without limitation, whether an accounting restatement was caused or contributed to by fraud, willful misconduct or gross negligence. The Clawback Policy applies to incentive-based and service-based compensation received on or after October 2, 2023. Prior to the SEC's 2023 adoption of its final rule regarding recovery of erroneously awarded compensation the Company had in place a pre-existing clawback policy. That pre-existing policy continues to apply to compensation received prior to October 2, 2023. Under the pre-existing policy, the Company will seek to recover from any NEO or other executive officer, to the extent the MDNG Committee deems appropriate, amounts associated with cash incentive compensation that was earned and equity awards that vested based on achievement of a performance goal if a subsequent financial restatement shows that such compensation should not have been paid.

  54. 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. In 2024, the Board formally adopted an Executive Severance Plan (the "Severance Plan"). The change in control benefits provided under the Severance Plan are materially similar to those provided for in the existing KEESAs. In the event of a qualifying termination related to a change in control, NEOs with existing KEESAs will receive only the benefits provided under their KEESAs, except to the extent that the Severance Plan provides more favorable benefits. Following adoption of the Severance Plan, the Company intends no longer to enter into KEESAs with new or internally-promoted officer-level employees; instead, all new officers will participate only in the Plan. For additional information about our KEESAs and the Severance Plan, see “Compensation and Related Tables – Potential Payments Upon Termination or Change-in-Control – Change in Control Agreements” below.

  55. 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.

  56. Process for Approving Compensation Components; Timing of Equity Awards

    Process for Approving Compensation Components; Timing of Equity Awards 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 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 2024. The MDNG Committee has not adjusted executive officers' future compensation based upon amounts realized or forfeited pursuant to previous equity awards. The MDNG Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers.

  57. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table summarizes the compensation of our NEOs for 2022 through 2024.

  58. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | Non-Equity Incentive Plan Compensation ($)2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) | | Timothy Mattke | 2024 | 1,042,308 | 5,250,007 | 2,489,813 | — | 47,584 | 8,829,712 | | Chief Executive | 2023 | 988,462 | 5,000,012 | 1,720,500 | 239,989 | 35,050 | 7,984,013 | | Officer | 2022 | 938,462 | 4,000,012 | 1,920,900 | — | 26,700 | 6,886,074 | | Nathaniel Colson | 2024 | 587,693 | 1,500,014 | 813,000 | 9,364 | 37,200 | 2,947,271 | | EVP, Chief Financial and | 2023 | 515,385 | 1,400,010 | 596,440 | 19,846 | 35,050 | 2,566,731 | | and Chief Risk Officer | 2022 | 491,923 | 1,100,010 | 674,000 | 6,644 | 26,700 | 2,299,277 | | Salvatore Miosi | 2024 | 754,462 | 2,100,019 | 1,386,572 | 27,398 | 37,200 | 4,305,651 | | President and | 2023 | 731,769 | 2,100,008 | 1,138,111 | 246,352 | 35,050 | 4,251,290 | | Chief Operating Officer | 2022 | 716,154 | 2,060,014 | 1,312,076 | — | 26,700 | 4,114,944 | | Paula Maggio | 2024 | 633,077 | 1,050,010 | 861,780 | 8,539 | 37,200 | 2,590,606 | | EVP and | 2023 | 612,846 | 1,050,011 | 707,699 | 22,006 | 35,050 | 2,427,612 | | General Counsel | 2022 | 591,154 | 1,030,007 | 807,452 | 32,245 | 26,700 | 2,487,558 | | Robert Candelmo5 | 2024 | 504,210 | 450,004 | 480,395 | 8,270 | 37,200 | 1,480,079 | | SVP and Chief | 2023 | | | | | | | | Information Officer | 2022 | | | | | | |

  59. Summary Compensation Table for 2024

    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 performance-based 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 2024, the applicable closing price was $19.81; in 2023, it was $14.17; and in 2022, it was $15.46. The value of the performance-based RSUs granted in 2024 if maximum performance were to be achieved is as follows: Mr. Mattke – $10,500,014; Mr. Colson – $3,000,028; Mr. Miosi – $4,200,038; Mr. Candelmo — $450,004; and Ms. Maggio – $2,100,020. The amount shown for Mr. Candelmo also includes $225,002 in time-vested RSUs. 2 Our 2024 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 2022-2024 bonus programs were considered and approved by the MDNG Committee. 3 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 Messrs. Mattke and Miosi, 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, Ms. Maggio and Mr. Candelmo, the difference between (a) the present value as of December 31, 2024 of the accumulated benefit under the "Cash Balance Component" (described following the table titled “Pension Benefits at 2024 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:

  60. Summary Compensation Table for 2024

    | | 2024 | | | | 2023 | | | | 2022 | | | | | 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 | | (120,001) | | 106,523 | | 144,025 | | 95,964 | | (925,632) | | 441,643 | | Nathaniel Colson | 2,150 | | 7,214 | | 14,034 | | 5,812 | | (37,731) | | 44,375 | | | Salvatore Miosi | (123,736) | | 151,134 | | 103,773 | | 142,579 | | (761,417) | | 574,614 | | | Paula Maggio | (3,162) | | 11,701 | | 12,033 | | 9,973 | | (25,050) | | 57,295 | | | Robert Candelmo | (5,877) | | 14,147 | | | | | | | | | |

  61. Summary Compensation Table for 2024

    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, 2024 for additional information regarding the assumptions made in arriving at these amounts. See information following the table titled “Pension Benefits at 2024 Fiscal Year-End” below for a summary of our Pension Plan and our SERP. 4 Amounts in this column for 2024 consist of matching 401(k) contributions and discretionary retirement plan contributions for each NEO and, for Mr. Mattke, a payment of $10,384 representing reimbursement for excess FICA withheld from Mr. Mattke’s SERP benefit in prior years. 5 Mr. Candelmo holds his position with Mortgage Guaranty Insurance Corporation, a wholly owned subsidiary of the Company, and not with the Company. As reflected in our Annual Report on Form 10-K filed in February 2024, Mr. Candelmo was identified as an executive officer of the Company during 2024. While he remains employed by a wholly-owned subsidiary of the Company, in July 2024 the Board determined that Mr. Candelmo would no longer be designated as one of the Company's executive officers. He is included as an NEO in this Proxy Statement pursuant to Regulation S-K Item 402(a)(3)(iv). The amounts shown in the table reflect Mr. Candelmo's compensation for the full year 2024. No compensation data is provided for the years prior to Mr. Candelmo being designated as an NEO.

  62. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table shows the 2024 grants of plan-based awards to our NEOs.

  63. 2024 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | 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 | 1/22/2024 | 1/22/2024 | Annual Cash Incentive1 | 918,750 | 1,837,500 | 3,675,000 | | | | | | | | 2/2/2024 | 1/22/2024 | RSUs-Cliff Perf. Vest4 | | | | 66,255 | 265,018 | 530,036 | | 5,250,007 | | Nathaniel Colson | 1/22/2024 | 1/22/2024 | Annual Cash Incentive1 | 300,000 | 600,000 | 1,200,000 | | | | | | | | 2/2/2024 | 1/22/2024 | RSUs-Cliff Perf. Vest4 | | | | 18,930 | 75,720 | 151,440 | | 1,500,014 | | Salvatore Miosi | 1/22/2024 | 1/22/2024 | Annual Cash Incentive1 | 511,650 | 1,023,300 | 2,046,600 | | | | | | | | 2/2/2024 | 1/22/2024 | RSUs-Cliff Perf. Vest4 | | | | 26,502 | 106,008 | 212,016 | | 2,100,019 | | Paula Maggio | 1/22/2024 | 1/22/2024 | Annual Cash Incentive1 | 318,000 | 636,000 | 1,272,000 | | | | | | | | 2/2/2024 | 1/22/2024 | RSUs-Cliff Perf. Vest4 | | | | 13,251 | 53,004 | 106,008 | | 1,050,010 | | Robert Candelmo | 1/22/2024 | 1/22/2024 | Annual Cash Incentive1 | 177,268 | 354,536 | 709,072 | | | | | | | | 2/2/2024 | 1/22/2024 | RSUs-Perf. Vest4 | | | | 2,840 | 11,358 | 22,716 | | 225,002 | | | 2/2/2024 | 1/22/2024 | RSUs - Time Vest5 | | | | | | | 11,358 | 225,002 |

  64. 2024 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 2024 Performance-Based Long Term Equity Awards described in "Components of our Executive Compensation Program – 2024 Long-Term Equity Awards” in our CD&A. 5 This are the 2024 Time-Based Long Term Equity Awards described in "Components of our Executive Compensation Program - Long-Term Equity Awards - 2024 Long-Term Equity Awards" in our CD&A. They will vest over three years in three equal annual installments.

  65. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows our NEOs’ equity awards outstanding on December 31, 2024.

  66. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units That Have Not Vested1 (#) | Market Value of Shares or Units That Have Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested3, 4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($) | | Timothy Mattke | — | — | 1,135,343 | 26,918,983 | | Nathaniel Colson | — | — | 316,825 | 7,511,921 | | Salvatore Miosi | — | — | 520,705 | 12,345,916 | | Paula Maggio | — | — | 260,353 | 6,172,970 | | Robert Candelmo | 32,187 | 763,154 | 41,351 | 980,432 |

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

    1 Consists of time vested RSUs awarded to Mr. Candelmo February 4, 2022 (10,243 RSUs), February 3, 2023 (10,586 RSUs), and February 2, 2024 (11,358 RSUs). The RSUs will vest as follows: 19,322 on February 28, 2025; 9,079 on February 28, 2026, and 3,786 on February 28, 2027. 2 Based on the closing price of the Common Stock on the NYSE at 2024 year-end, which was $23.71. 3 For all NEOs other than Mr. Candelmo, the outstanding RSUs shown in this column cliff-vest 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: a Cliff Performance Vested RSUs awarded February 2, 2024 to Messrs. Mattke (265,018), Colson (75,720), and Miosi (106,008), and Ms. Maggio (53,004) that will cliff vest in February, 2027. Amounts reported for the 2024 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 –2024 Long Term Equity Awards" in our CD&A. b Cliff Performance Vested RSUs awarded February 3, 2023 to Messrs. Mattke (352,859), Colson (98,801), Miosi (148,201), 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 – 2022 and 2023 Long Term Equity Awards" in our CD&A. c Cliff Performance Vested RSUs awarded February 4, 2022 to Messrs. Mattke (258,733), Colson (71,152), Miosi (133,248), and Ms. Maggio (66,624) that cliff vested in February, 2025. Amounts reported for the 2022 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 – 2022 and 2023 Long Term Equity Awards" in our CD&A. 4 The number of RSUs reflected for Mr. Candelmo represent outstanding Performance Vested RSUs awarded February 4, 2022 (4,847), February 3, 2023 (10,592), and February 2, 2024 (11,358) that vest annually over a three year period based on achievement of the same three-year cumulative growth goal in ABV per share that applies to the Company's other NEOs. 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 final year in which they vest, based on actual performance through the end of the prior year. Pursuant to applicable reporting requirements, amounts reported for the awards reflect maximum levels of achievement of the performance goals for the shares granted in 2022, and target level of achievement for the shares granted in 2023 and 2024.

  68. 2024 Stock Vested

    2024 Stock Vested The following table shows the vesting of grants of plan based stock awards to our NEOs in 2024. There were no options outstanding or exercised in 2024.

  69. 2024 Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting1 ($) | | Timothy Mattke | 546,022 | 11,400,939 | | Nathaniel Colson | 156,008 | 3,257,447 | | Salvatore Miosi | 312,014 | 6,514,852 | | Paula Maggio | 156,008 | 3,257,447 | | Robert Candelmo | 61,430 | 1,257,747 |

  70. 2024 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.

  71. Pension Benefits at 2024 Fiscal Year-End

    Pension Benefits at 2024 Fiscal Year-End The following table shows the present value of accrued pension plan benefits for our NEOs as of December 31, 2024.

  72. Pension Benefits at 2024 Fiscal Year-End

    | Name | Plan Name1 | Number of Years Credited Service (#) | Present Value of Accumulated Benefit2 ($) | Payments During Last Fiscal Year ($) | | Timothy Mattke | Qualified Pension Plan | 18.6 | 1,841,974 | — | | | Supplemental Executive Retirement Plan | 18.6 | 70,284 | — | | Nathaniel Colson | Qualified Pension Plan | 10.4 | 127,237 | — | | | Supplemental Executive Retirement Plan | 10.4 | — | — | | Salvatore Miosi | Qualified Pension Plan | 36.7 | 2,519,645 | — | | | Supplemental Executive Retirement Plan | 36.7 | 263,499 | — | | Paula Maggio | Qualified Pension Plan | 6.5 | 199,715 | — | | | Supplemental Executive Retirement Plan | 6.5 | — | — | | Robert Candelmo | Qualified Pension Plan | 10.2 | 239,435 | — | | | Supplemental Executive Retirement Plan | 10.2 | — | — |

  73. Pension Benefits at 2024 Fiscal Year-End

    1 See below for a summary of these plans. 2 The amount shown in this column, for other than Messrs. Colson and Candelmo and Ms. Maggio 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 2024, 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 through December 2022 (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, 2024 for the discount rate used to calculate the present value of benefits under these plans. The amount shown in this column for Messrs. Colson and Candelmo and Ms. Maggio is the present value as of December 31, 2024 of the accumulated benefit under the Cash Balance Component, assuming retirement at age 65. 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.

  74. 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, 2024.

  75. 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 | Qualifying Termination without a change in control | 43,629,405 | 5,775,000 | — | 37,693,328 | 161,077 | | | Non-Qualifying Termination without a change in control | — | — | — | — | — | | | Change in control with Qualifying Termination | 43,276,125 | 7,154,025 | 35,916,477 | — | 205,623 | | | Change in control without Qualifying Termination | — | — | — | — | — | | | Disability | 26,918,983 | — | — | 26,918,983 | — | | | Death | 20,784,423 | — | 20,784,423 | — | — | | Nathaniel Colson | Qualifying Termination without a change in control | 10,161,586 | 1,200,000 | — | 8,864,201 | 97,385 | | | Non-Qualifying Termination without a change in control | — | — | — | — | — | | | Change in control with Qualifying Termination | 13,091,190 | 2,900,400 | 10,046,306 | — | 144,484 | | | Change in control without Qualifying Termination | — | — | — | — | — | | | Disability | 7,511,921 | — | — | 7,511,921 | — | | | Death | 5,824,907 | — | 5,824,907 | — | — | | Salvatore Miosi | Qualifying Termination without a change in control | 16,289,920 | 1,781,300 | — | 14,395,435 | 113,185 | | | Non-Qualifying Termination without a change in control | — | — | — | — | — | | | Change in control with Qualifying Termination | 20,612,050 | 4,363,543 | 16,072,084 | — | 176,423 | | | Change in control without Qualifying Termination | — | — | — | — | — | | | Disability | 12,345,916 | — | — | 12,345,916 | — | | | Death | 9,186,605 | — | 9,186,605 | | — | | Paula Maggio | Qualifying termination without a change in control | 8,570,722 | 1,272,000 | — | 7,197,737 | 100,985 | | | Non-Qualifying Termination without a change in control | — | — | — | — | — | | | Change in control with Qualifying Termination | 11,254,122 | 3,069,960 | 8,036,078 | — | 148,084 | | | Change in control without Qualifying Termination | — | — | — | — | — | | | Disability | 6,172,970 | — | — | 6,172,970 | — | | | Death | 4,593,315 | — | 4,593,315 | — | — | | Robert Candelmo | Qualifying Termination without a change in control | 3,151,711 | 506,479 | 1,127,018 | 1,430,182 | 88,032 | | | Non-qualifying termination without a change in control | — | — | — | — | — | | | Change in control with Qualifying Termination | 3,443,524 | 1,024,074 | 2,268,179 | — | 151,271 | | | Change in control without qualifying termination | — | — | — | — | — | | | Retirement | 1,040,727 | — | — | 1,040,727 | — | | | Disability | 1,743,586 | — | — | 1,743,586 | — | | | Death | 1,398,511 | — | 1,398,511 | — | — |

  76. Potential Payments Upon Termination or Change in Control

    1 As described further in "Termination and Change in Control Arrangements” below, each of our NEOs is a party to a KEESA that may provide for payments after a change in control. Pursuant to the KEESAs, benefits are payable in the event of 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. Each NEO is also eligible for the Company's Executive Severance Plan ("the Severance Plan") that may provide for payments in the event of a Qualifying Termination. A "Qualifying Termination" for purposes of the Severance Plan is one in which the NEO separates from service due to either (i) resignation with good reason; or (ii) termination initiated by the Company other than for cause or poor performance. The Severance Plan also includes change in control conditions and benefits that are materially similar to those provided for in the existing KEESAs. In the event of a qualifying termination related to a change in control, NEOs with existing KEESAs will receive the benefits under the KEESA, except to the extent that the Severance Plan provides more favorable benefits. With the adoption of the Severance Plan, the Company will no longer enter into KEESAs with its officer-level employees; instead, all newly-hired or promoted officers will be subject only to the Severance Plan terms. For all NEOs listed, the Qualifying Termination with Change in Control rows reflect amounts payable under the KEESA. Payments under the KEESAs and Plan 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. 2 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, 2024. 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 pursuant to the terms of the associated award agreement. The values shown for continued vesting in the case of disability are as shown in the table titled "Outstanding Equity Awards at 2024 Fiscal Year-End." a.In the event of a Qualifying Termination without a change in control, under the terms of the Plan, a pro rata portion of each NEO's outstanding performance-based equity awards will remain eligible for continued vesting. In the case of Mr. Mattke, the number of shares eligible for continued vesting is calculated as if his employment had continued for two (2) years following the date of termination. For all other NEOs, the number of shares eligible for continued vesting is calculated as if employment had continued for one (1) following the date of termination. For purposes of the table, the value of the awards has been computed using forecasted performance through the end of the performance period based on actual results through December 31, 2024. In the event of a Qualifying Termination without a change in control, under the terms of the Plan, a pro rata portion of outstanding time-based equity awards become immediately vested. Of our 2024 NEOs, only Mr. Candelmo had outstanding time-vested equity awards as of year-end 2024. Pursuant to the terms of the Plan, the number of shares to become immediately vested is calculated as if Mr. Candelmo's service had continued for one (1) year following the termination date. b.In the event of a Qualifying Termination with a change in control, each NEOs' outstanding performance-based equity awards would become fully vested as of the termination date. For purposes of the table, the value of the awards has been computed using forecasted performance through the end of each applicable performance period based on actual results through December 31, 2024. In addition to performance-based equity awards, Mr. Candelmo also received time-based equity awards in each of 2022, 2023, and 2024. Under this termination scenario, all such awards become immediately vested as of the termination date. 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. In connection with a Qualifying Termination unrelated to a change in control, other benefits would include a lump sum cash payment in lieu of benefits continuation for 18 months (in the case of the CEO) or 12 months (in the case of all other NEOs), subject to potential reduction if the NEO is eligible for an allowance under the Company’s retiree medical program. For an estimate of the value of pension benefits for an NEO upon retirement, please see the Pension Benefits Table.

  77. 2024 CEO Pay Ratio

    2024 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.

  78. 2024 CEO Pay Ratio

    | Median of the 2024 Annual Total Compensation of all of our Employees, except the CEO | 2024 Annual Total Compensation of the CEO | Ratio of the Median of the 2024 Annual Total Compensation of all of our Employees, except the CEO, to the Annual 2024 Total Compensation of the CEO | | $174,516 | $8,851,024 | 1:51 |

  79. 2024 CEO Pay Ratio

    The 2024 Annual Total Compensation of the median employee, and the 2024 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 2024 employee was determined by considering, for each employee employed by us and our consolidated subsidiaries as of December 31, 2024, the sum of "401K eligible earnings" and the positive "change in pension value" (if any) during 2024. “401K eligible earnings” includes base wages, commission, overtime pay and bonuses paid in 2024. 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.

  80. 2024 Pay Versus Performance

    2024 Pay Versus Performance The following table shows the relationship between executive compensation actually paid to our named executive officers ("CAP") and the Company's financial performance for 2020 through 2024.

  81. 2024 Pay Versus Performance

    | | CEO1 | | Non-CEO NEOs2 | | Value of Initial Fixed $100 Investment Based on: | | | Adjusted Book Value per Share Growth4 | | | Year | Summary Compensation Table ("SCT") Total ($) | Compensation Actually Paid5 ($) | Average Summary Compensation Paid ($) | Average Compensation Actually Paid6 ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return3 ($) | Net Income ($) | ($) | (%)9 | | 2024 | 8,829,712 | 23,269,103 | 2,830,902 | 6,428,442 | 188.47 | 185.11 | 762,994,000 | 2.80 | 14 | | 2023 | 7,984,013 | 21,398,358 | 2,793,593 | 5,858,792 | 149.97 | 153.56 | 712,949,000 | 2.42 | 14 | | 2022 | 6,886,074 | 7,897,495 | 2,839,667 | 3,307,887 | 98.39 | 117.76 | 865,349,000 | 2.80 | 19 | | 2021 | 6,385,557 | 10,175,941 | 2,810,550 | 4,282,221 | 106.39 | 123.46 | 634,983,000 | 1.97 | 15 | | 2020 | 5,517,169 | 4,067,781 | 2,563,301 | 1,816,815 | 90.78 | 96.16 | 446,093,000 | 1.34 | 11 |

  82. 2024 Pay Versus Performance

    1 Mr. Mattke is the CEO for all years shown. 2 The non-CEO NEOs for 2020-2022 are Messrs. Colson, Miosi and James Hughes (retired), and Ms. Maggio. The non-CEO NEOs for 2023 are Messrs. Colson, Miosi, Hughes and Steven Thompson (retired), and Ms. Maggio. The non-CEO NEOs for 2024 are Messrs. Colson, Miosi, Candelmo, and Ms. Maggio. 3 The peer group total shareholder return shown is weighted according to the respective peers' stock market capitalization at the beginning of each period for which a return is indicated. Our 2021-2024 peer groups are as shown in our "Benchmarking Peer Group" table in the CD&A. The 2020 peer group includes those companies included in our 2021 Proxy Statement filed with the Securities and Exchange Commission: Ambac Financial Group, Inc., MBIA Inc., Arch Capital Group Ltd., Assured Guaranty Ltd., Essent Group Ltd., Fidelity National Financial Inc., First American Fin'l Corp., Flagstar Bancorp Inc., Genworth Financial Inc., NMI Holdings Inc. Ocwen Financial Corp. PennyMac Fin'l Services Inc., and Radian Group Inc. As disclosed in our 2024 Proxy Statement filed with the Securities and Exchange Commission, 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. The market capitalization-weighted indexed total shareholder return of our 2023 compensation peers from 2020-2024, calculated as the value of an initial $100 investment on December 31, 2019 was $96.64, $123.64, $124.81, $162.75 and $196.18, respectively. 4 The figures shown in this column are annual growth in adjusted book value per share ("ABVS"). ABVS represents shareholder's equity divided by Common Stock shares outstanding, adjusted for the net-of-tax, per share effects of accumulated other comprehensive income/(loss), litigation accruals, debt and Common Stock repurchases, shareholder dividends, share-based compensation, the financial impacts of certain changes made by the GSEs inconsistent with prior business practices, and adjustments set forth in the Omnibus Incentive Plan, including without limitation, for the effect of changes in accounting rules and tax law. Prior to 2024, we did not consider Common Stock issued from share-based compensation plans in our calculation of ABVS. The values for all years shown in this column have been calculated in accordance with this updated methodology. For all years shown, we considered cumulative ABVS growth our most important measure of financial performance. For information about the relationship between cumulative ABVS and our executive compensation, please see " 2024 Long-Term Equity Awards" in our CD&A. ABVS is a non-GAAP financial measure. For a description of how we calculate this measure and a reconciliation of this measure to its nearest comparable GAAP measure, see Appendix B. 5 The following table shows adjustments to the SCT Total for the CEO in order to determine CAP:

  83. 2024 Pay Versus Performance

    | Year | SCT Total for CEO ($) | Equity Award Adjustments7 ($) | Pension Benefits Adjustments8 ($) | Compensation Actually Paid to CEO ($) | | 2024 | 8,829,712 | 14,439,391 | — | 23,269,103 | | 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 |

  84. 2024 Pay Versus Performance

    6 The following table shows adjustments to the average SCT Total for non-CEO NEOs in order to determine CAP:

  85. 2024 Pay Versus Performance

    | Year | Average SCT Total for Non-CEO NEOs ($) | Average Equity Award Adjustments7 ($) | Average Pension Benefits Adjustments8 ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2024 | 2,830,902 | 3,610,933 | (13,393) | 6,428,442 | | 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 |

  86. 2024 Pay Versus Performance

    7 The Stock Awards reported in the SCT were adjusted as shown below for each applicable year and reflect the year-over-year change in the fair value of equity awards.

  87. 2024 Pay Versus Performance

    | | Minus SCT Value of Equity Granted During the Year ($) | Plus Fair Value at Year-end of Equity Granted During the Year ($) | Increase (Decrease) from Prior Year-End in Fair Value of Awards that Vested During the Year ($) | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years ($) | Total Equity Award Adjustments ($) | | CEO Equity Award Adjustments | | | | | | | 2024 | (5,250,007) | 9,042,944 | 313,964 | 10,332,490 | 14,439,391 | | 2023 | (5,000,012) | 9,045,893 | 286,461 | 9,321,992 | 13,654,334 | | 2022 | (4,000,012) | 3,802,340 | 64,230 | 921,894 | 788,452 | | 2021 | (3,500,001) | 6,220,556 | (38,603) | 1,041,591 | 3,723,543 | | 2020 | (2,686,975) | 2,256,156 | (137,280) | (487,119) | (1,055,218) |

  88. 2024 Pay Versus Performance

    | Non-CEO NEO Equity Award Adjustments | | | | | | | 2024 | (1,275,011) | 2,167,986 | 224,195 | 2,493,763 | 3,610,933 | | 2023 | (1,559,014) | 2,659,682 | 78,281 | 1,946,688 | 3,125,637 | | 2022 | (1,305,010) | 1,240,519 | 67,773 | 339,783 | 343,065 | | 2021 | (1,250,011) | 2,212,577 | (16,423) | 522,027 | 1,468,170 | | 2020 | (1,113,176) | 934,693 | (78,559) | (294,461) | (551,503) |

  89. 2024 Pay Versus Performance

    8 The total pension benefit adjustments for each applicable year replace the SCT values with the actuarially determined service cost for services rendered during the applicable year (the “service cost”) and the change in liability due to amendments to the plan. See additional discussion below.

  90. 2024 Pay Versus Performance

    | | Change in Pension Value ($) | Total Service Cost ($) | Change in Liability due to Amendments ($) | Payments ($) | Total Pension Benefit Adjustments ($) | | CEO Pension Benefit Adjustments | | | | | | | 2024 | — | — | — | — | — | | 2023 | (239,989) | — | — | — | (239,989) | | 2022 | — | 167,999 | 54,970 | — | 222,969 | | 2021 | (94,133) | 150,713 | 3,362 | 6,899 | 66,841 | | 2020 | (538,355) | 134,761 | 2,745 | 6,679 | (394,170) |

  91. 2024 Pay Versus Performance

    | Non-CEO NEO Pension Benefit Adjustments | | | | | | | 2024 | (13,393) | — | — | — | (13,393) | | 2023 | (74,415) | — | — | 13,977 | (60,438) | | 2022 | (9,722) | 100,543 | 33,204 | 1,130 | 125,155 | | 2021 | (89,424) | 90,381 | (414) | 2,958 | 3,501 | | 2020 | (277,913) | 83,271 | (341) | — | (194,983) |

  92. 2024 Pay Versus Performance

    9 Cumulative ABVS Growth is used to determine the number of restricted stock units that vest under our long-term equity awards granted under our executive compensation program. The annual percentage growth in ABVS is shown to provide context to the reader of this Proxy Statement. Salary, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. There are two primary differences between the calculation of CAP and SCT total compensation:

  93. 2024 Pay Versus 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. |

  94. 2024 Pay Versus Performance

    The increased CAP for our CEO and other NEOs is primarily a result of the Company's strong financial performance over the course of the last four years. In 2024, CAP was most materially impacted by equity award adjustments for the year. The largest factors in the adjustment were the 48% and 23% stock price growth in 2023 and 2024, respectively, and the growth in AVBS metric which is used to determine the level at which long-term equity awards vest. Relationship between Company Total Shareholder Return (TSR) and Peer Group TSR and Company CAP and Company TSR. The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the CEO and other NEOs. For reference, SCT total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our CEO and other NEOs are aligned with our TSR. Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and average other NEO CAP and our GAAP Net Income. GAAP net income is not used as a metric in our annual or long-term incentive plans, but its value affects various metrics used to determine executive compensation. Relationship between CAP and Adjusted Book Value per Share Growth (our Company-Selected Measures). The graph below reflects the relationship between CEO and average other NEO CAP and Annual ABVS Growth. Cumulative ABVS Growth determines the number of performance-based restricted stock units that vest under our long-term equity awards granted under our executive compensation program, and it is an important driver of long-term shareholder value creation. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor has it used TSR or net income for purposes of determining incentive compensation. Additionally, as described above, Cumulative ABVS Growth is used to determine the number of performance-based restricted stock units that vest under our long-term equity awards granted under our executive compensation program. Please refer to our CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. The following table shows the performance measures considered most important for determining our 2024 executive compensation. The first four measures are financial performance measures and the fifth is non-financial.

  95. 2024 Pay Versus Performance

    | Performance Measure | | Cumulative Adjusted Book Value per Share Growth | | Return on Equity (ROE) | | New Insurance Written (NIW) | | Insurance In Force (IIF) | | Strategic Performance (Capital, Corporate Sustainability and Transformation) |

  96. 2024 Pay Versus Performance

    Cumulative adjusted book value per share growth is the sole measure by which vesting percentages of long-term equity awards are determined. ROE, NIW, and IIF are financial metrics, which along with our strategic performance objectives, are used to determine annual bonus percentages. For more information about each of these measures, please see "Annual Bonus" and "Long-Term Equity Awards" in our CD&A.