MGIC INVESTMENT CORP (MTG)
Sector: Financials
2026 Annual Meeting Analysis
MGIC INVESTMENT CORP · Meeting: April 23, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Director since 2014 with deep insurance and financial expertise; MTG's 3-year price return of 114.6% outperforms XLF by +54.2pp, well below the 65pp trigger threshold for a strong-positive TSR company, so no TSR concern applies; holds one outside public board seat (Brighthouse Financial), within the overboarding limit.
Non-executive Chairman since 2015 with 40+ years in the private mortgage insurance industry; no overboarding issue (Executive Committee only, no outside public boards listed); TSR trigger does not apply given MTG's strong +54.2pp outperformance gap versus the 65pp XLF threshold.
Director since 2019 with academic finance, real estate finance, and governance expertise; holds no outside public board seats; TSR trigger does not fire given the +54.2pp outperformance gap versus the 65pp XLF threshold.
Director since 2025 (less than 24 months tenure), exempt from the TSR trigger under the new-director exemption; brings substantial CFO and mortgage insurance industry experience from Athene Holdings and Genworth Financial.
Director since 2022 with technology transformation and cybersecurity expertise relevant to MTG's digital strategy; no overboarding concerns; TSR trigger does not apply given the +54.2pp outperformance gap versus the 65pp XLF threshold.
CEO and director since 2019; as an executive director he is subject to the same TSR test as all other directors, but the trigger does not fire given MTG's strong +54.2pp outperformance versus the 65pp XLF threshold; his pay program is evaluated separately under Say on Pay.
Director since 2025 (less than 24 months tenure), exempt from the TSR trigger; brings extensive financial services, risk management, and technology experience from BMO Financial Group and Discover Financial Services; holds one outside public board seat (Morgan Stanley Pathway Funds), within limits.
Director since 2019 with executive leadership and financial oversight experience from large municipal management; no overboarding concerns; TSR trigger does not apply given the +54.2pp outperformance gap versus the 65pp XLF threshold.
Director since 2023 with CEO-level operational and financial reporting experience; no overboarding concerns; TSR trigger does not apply given the +54.2pp outperformance gap versus the 65pp XLF threshold.
Director since 2010 with deep economics and residential real estate expertise as Chief Economist of Moody's Analytics; no overboarding concerns; TSR trigger does not apply given the +54.2pp outperformance gap versus the 65pp XLF threshold; the Board previously considered the Moody's relationship and determined it falls below independence thresholds.
All ten director nominees pass the policy screens. MTG's 3-year price return of 114.6% outperforms the XLF sector ETF benchmark by +54.2 percentage points, which is below the 65pp trigger threshold applicable to companies with strong positive TSR, so no TSR-based AGAINST votes are warranted. No director is overboarded, no independence concerns were identified for committee assignments, and attendance at board and committee meetings was at least 75% for all nominees. Two directors (Klein and O'Leary-Gill) joined in 2025 and are exempt from the TSR trigger as new directors.
Say on Pay
✓ FORCEO
Timothy Mattke
Total Comp
$8,369,392
Prior Support
98%+%
CEO total compensation of $8,369,392 is reasonable for the role at a $5.6 billion financial services company, and the pay structure is well-designed: 61% of the CEO's target pay opportunity is performance-based (tied to ROE, new insurance written, insurance in force, and multi-year book value growth goals), comfortably above the 50-60% threshold the policy requires for variable pay. The pay-for-performance alignment check is also satisfied — MTG's stock gained 114.6% over three years, strongly outperforming the XLF benchmark, meaning above-target incentive payouts are supported by actual shareholder returns. The company has a robust clawback policy compliant with Dodd-Frank, equity dilution from executive awards was just 0.29% of shares outstanding (well below the 2-3% flag threshold), and prior Say on Pay votes exceeded 98% support in each of the last three years, confirming continued shareholder endorsement of the program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,455,000
Non-Audit Fees
$197,098
Non-audit fees (audit-related fees of $65,000, tax fees of $130,098, and other fees of $2,000, totaling $197,098) represent approximately 8% of audit fees of $2,455,000, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $5.6 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote. No material restatements were identified.
Actual Vote Results
Meeting held April 23, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jay C. Hartzell | 99.7% | 186.4M | 615,077 | ✓ Elected |
| Teresita M. Lowman | 99.7% | 186.4M | 634,911 | ✓ Elected |
| Sheryl L. Sculley | 99.7% | 186.4M | 655,616 | ✓ Elected |
| Martin P. Klein | 99.6% | 186.3M | 686,743 | ✓ Elected |
| Daniela O'Leary-Gill | 99.6% | 186.3M | 725,343 | ✓ Elected |
| Michael L. Thompson | 99.4% | 185.9M | 1.2M | ✓ Elected |
| Timothy J. Mattke | 99.3% | 185.6M | 1.4M | ✓ Elected |
| Curt S. Culver | 98.3% | 183.9M | 3.2M | ✓ Elected |
| C. Edward Chaplin | 96.6% | 180.7M | 6.3M | ✓ Elected |
| Mark M. Zandi | 96.6% | 180.6M | 6.4M | ✓ Elected |
Say on Pay
For 185.1M · Against 1.7M · Abstain 288,063
Auditor Ratification
For 190.0M · Against 8.6M · Abstain 133,592
Overall Assessment
The 2026 MGIC Investment Corp annual meeting ballot consists of three standard proposals: election of ten directors, advisory Say on Pay vote, and ratification of PricewaterhouseCoopers as auditor. All proposals pass the applicable policy screens and receive a FOR vote determination — director TSR performance is strong, executive pay is well-structured and aligned with shareholder returns, and auditor fees show no independence concerns.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing