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% outpaces XLF by +54.2pp, which is below the 65pp threshold required to trigger an against vote for strong-positive TSR companies; no overboarding, attendance, or independence concerns.
Non-executive Chairman since 2015 with 40+ years in the private mortgage insurance industry; TSR trigger does not fire (gap +54.2pp vs. 65pp threshold); serves on only the Executive Committee with no overboarding issue.
Director since 2019 with relevant expertise in real estate finance, corporate finance, and business governance; TSR trigger does not fire; no attendance, overboarding, or independence concerns.
Director since 2025 and therefore within the 24-month new-director exemption period, making him automatically exempt from the TSR trigger; brings substantial CFO-level financial and mortgage insurance industry experience.
Director since 2022 with strong technology and cybersecurity expertise relevant to MGIC's digital transformation strategy; TSR trigger does not fire; no attendance, overboarding, or independence concerns.
CEO and director since 2019; as an executive director he is subject to the same TSR trigger as others, but the trigger does not fire given MTG's strong 3-year outperformance of XLF (+54.2pp vs. 65pp threshold); his executive compensation is separately evaluated under the Say on Pay proposal.
Director since 2025 and therefore within the 24-month new-director exemption period; brings deep financial services, governance, and cybersecurity experience from BMO Financial Group and Discover Financial Services.
Director since 2019 with executive leadership and financial management expertise gained as CEO of large municipalities; TSR trigger does not fire; no attendance, overboarding, or independence concerns.
Director since 2023 with CEO and operational expertise; tenure is over 24 months but less than 3 years, and the TSR trigger does not fire given MTG's strong outperformance of XLF; no independence or attendance concerns.
Director since 2010 with deep economics and residential real estate expertise directly relevant to MGIC's business; TSR trigger does not fire; the Board has determined that payments to Moody's Analytics (where Dr. Zandi is employed) are below the independence threshold and in the ordinary course of business.
All ten director nominees receive a FOR vote. MTG's 3-year price return of 114.6% outperforms the XLF benchmark by +54.2 percentage points, which falls below the 65pp threshold required to trigger against votes for companies with strong positive absolute returns. Two directors (Klein and O'Leary-Gill) joined in 2025 and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Timothy Mattke
Total Comp
$8,369,392
Prior Support
98%+%
CEO total compensation of $8,369,392 is within a reasonable range for a Financial Services company with a $5.6 billion market cap, and the program structure is strong: 61% of the CEO's target pay opportunity is performance-based (above the 50-60% policy threshold), with bonuses tied to measurable financial goals (Return on Equity, New Insurance Written, Insurance In Force) and long-term stock awards that vest over three years based on book value growth. The pay-for-performance alignment is sound — MTG's stock rose 23% in 2025 and 114.6% over three years, outperforming the XLF benchmark by over 54 percentage points, while executives earned bonus payouts of approximately 122% of target reflecting genuine outperformance against pre-set financial goals. Shareholders have confirmed their support with 98%+ approval in each of the past three years, and the company maintains strong governance practices including a robust clawback policy, meaningful stock ownership requirements, and no hedging or pledging.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,455,000
Non-Audit Fees
$197,098
Non-audit fees (combining 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 company. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements were identified.
Overall Assessment
The 2026 MGIC Investment Corp annual meeting presents a clean ballot with no significant governance concerns: all ten director nominees are supported given the company's strong 3-year total shareholder return of 114.6% (outpacing the XLF benchmark by 54.2 percentage points), the Say on Pay program earns a FOR vote based on well-structured performance-based pay and strong stock performance, and PricewaterhouseCoopers is ratified as auditor with non-audit fees representing only 8% of audit fees. No stockholder proposals appear on the ballot, and no policy triggers for against votes were identified across any proposal.