mtg-20240322

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


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MGIC Investment Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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21-50335-MGIC Proxy Statement 2023_1.jpg


			MGIC Investment Corporation
Notice of 2024 Annual Meeting of Shareholders

Meeting Date & Time

April 25, 2024

9:00 a.m. Central Time

Via Webcast

www.virtualshareholdermeeting.com/MTG2024

Admittance to the webcast begins at 8:45 a.m.

To MGIC Investment Corporation Shareholders:

At our 2024 Annual Shareholders’ Meeting, you will be asked to vote upon the following proposals:



Items of Business
Proposal 1			Election of thirteen directors
Proposal 2			Advisory vote to approve named executive officer compensation
Proposal 3			Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024
Proposal 4			Any other matters that properly come before the meeting.

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and to vote as soon as possible using one of the methods described beginning on page 75.


By Order of the Board of Directors,

Paula C. Maggio
Executive Vice President, General Counsel and Secretary
March 22, 2024


			PROXY STATEMENT AND 2023 ANNUAL REPORT TO SHAREHOLDERS AVAILABLE AT HTTPS://MATERIALS.PROXYVOTE.COM/552848

Table of Contents


Proxy Summary			1
Corporate Governance and Board Matters			8
Corporate Governance Guidelines and Code of Business Conduct			8
Director Independence			9
Related Person Transactions			10
Insider Trading Policy			10
Board Leadership			11
Communicating with the Board			11
Director Selection			12
Oversight of Risk and Corporate Sustainability Matters			15
Board Meetings and Committees			16
Nominees for Director			20
Item 1 – Election of Directors			25
Compensation of Directors			26


Item 2 – Advisory Vote to Approve Our Executive Compensation			29
Compensation Discussion and Analysis			29
Executive Summary			30
Key Takeaways			30
Shareholder Outreach and Consideration of “Say on Pay” Votes			32
Compensation-Related Policies and Best Practices			33
Objectives of our Executive Compensation Program			35
How We Make Compensation Decisions			36
Benchmarking			38
Components of our Executive Compensation Program			40


Item 2 – Advisory Vote to Approve Our Executive Compensation (Continued)
Other Aspects of our Executive Compensation Program			50
Compensation Committee Report			52
Compensation and Related Tables			53
Summary Compensation Table			53
2023 Grants of Plan-Based Awards			55
Outstanding Equity Awards at 2023 Fiscal Year-End			56
2023 Stock Vested			57
Pension Benefits at 2023 Fiscal Year-End			58
Potential Payments Upon Termination or Change-in-Control			60
Change in Control Agreements and Severance Pay			61
2023 CEO Pay Ratio			63
2023 Pay for Performance			64


Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm			70
Audit Committee Report			71
Other Matters			72
Stock Ownership			72
About the Meeting and Proxy Materials			74
Appendix A – Glossary of Terms and Acronyms			App A - 1
Appendix B – Explanation and Reconciliation of Non-GAAP Financial Measures			App B - 1


			MGIC Investment Corporation P.O. Box 488 MGIC Plaza, 270 East Kilbourn Avenue Milwaukee, WI 53201

Proxy Statement

Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 25, 2024 at 9:00 a.m. Central time, via webcast at www.virtualshareholdermeeting.com/MTG2024, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as “the Company,” “we” or “us.” This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 22, 2024. If you have any questions about attending our Annual Meeting, you can call Investor Relations at (414) 347-2635.

Proxy Summary

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information you should consider. Please review the Company’s complete Proxy Statement before voting. Please refer to our Glossary of Terms and Acronyms in Appendix A to this Proxy Statement for definitions of certain capitalized terms.

Voting Matters and Board Recommendation


Proposal	Voting Matter	More Information	Board Vote Recommendation
1	Election of Thirteen Directors	Page 25	FOR each Director Nominee
2	Advisory Vote on Executive Compensation	Page 29	FOR
3	Ratification of Independent Registered Public Accounting Firm	Page 70	FOR

MGIC Investment Corporation – 2024 Proxy Statement │ 1

PROXY SUMMARY

Our Business Strategies and 2023 Highlights

Through our subsidiary, Mortgage Guaranty Insurance Corporation (MGIC), we are a leading provider of mortgage insurance to lenders throughout the United States and to Fannie Mae and Freddie Mac (the GSEs). Our business strategies are to 1) maximize the value we create through our mortgage credit enhancement activities; 2) differentiate ourselves through our customer experience; 3) establish a competitive advantage through our digital and analytical capabilities; 4) excel at acquiring, managing and distributing mortgage credit risk and the related capital; 5) maintain financial strength through economic cycles; and 6) foster an environment that embraces diversity and best positions our people to succeed. As we discuss in the Compensation Discussion & Analysis (CD&A), the compensation of our Named Executive Officers (NEOs) is tied to our financial performance and to performance against business objectives that directly support these business strategies.

As we began 2023, the volume of mortgage originations was predicted to be 22% lower than in 2022, and 59% lower as compared to 2021. Additionally, there was uncertainty about mortgage rates and affordability challenges were expected to temper homebuyer demand. Despite these headwinds, we demonstrated strong performance, including against performance measures that are considered in determining the annual bonus and long-term equity compensation of our NEOs.

Net income for 2023 was $712.9 million on revenues of $1.2 billion. In 2023, our new insurance written was $47.8 billion, reflective of our performance and the smaller mortgage origination market size. While our 2023 NIW is lower than the most recent three years of record results, as shown below it is comparable to the more normalized levels seen before the onset of the COVID-19 pandemic. Our insurance in force at the end of 2023 was $293.5 billion, just short of the all-time high of $295.3 billion that we reached in 2022. Our adjusted net operating income per diluted share was $2.53 in 2023. These metrics, among others, were considered when determining the 2023 bonuses of our NEOs and our success in advancing our business strategies.

2 │ MGIC Investment Corporation – 2024 Proxy Statement

PROXY SUMMARY

New Insurance Written (NIW)

(billions)1

Insurance in Force (IIF)

(billions)2

Adjusted Net Operating Income per Diluted Share3


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			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.
3			This 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 measure, see Appendix B to this Proxy Statement.

MGIC Investment Corporation – 2024 Proxy Statement │ 3

PROXY SUMMARY

Following are several additional 2023 accomplishments that furthered our business strategies.


Business Strategy		Results
Maximize value created through mortgage credit enhancement activities	è	Increased book value per common share by 18%. Earned $712.9 million of net income on $1.2 billion of revenues. Earned a 15.4% return on beginning shareholders' equity.
Differentiate through customer experience	è	Modernized and differentiated the value we provide to our customers by making it easier to do business with MGIC. Ongoing evolution of our business development functions in order to adjust to changing buying behaviors in the marketplace. MGIC's consultative sales approach remains a differentiator. Continued to make investments to maintain and enhance our customer experience advantage.
Establish competitive advantage through digital and analytical capabilities	è	Established an Enterprise Project Management Office to prioritize and monitor the progress of our technological initiatives and investments. Enhanced our risk-based pricing tool, MiQ, to better compete in an increasingly dynamic market. Continued to transform our business processes along a number of dimensions, including data and analytics, modeling, and data management.
Excel at acquiring, managing and distributing mortgage credit risk and related capital	è	Expanded our reinsurance program by: •Securing quota share reinsurance covering the majority of our 2024 NIW. •Entering into a $330 million excess of loss reinsurance agreement executed through an insurance linked note transaction. •Placing a forward-commitment excess of loss reinsurance agreement providing $97 million in limit covering 2023 NIW. These transactions allowed us to better manage our risk profile and provided a source of capital relief.

4 │ MGIC Investment Corporation – 2024 Proxy Statement

PROXY SUMMARY


Business Strategy		Results
Maintain financial strength through economic cycles	è	S&P upgraded MGIC's long-term financial strength rating to A- and the long-term Issuer Credit Rating of MGIC Investment Corporation was upgraded to BBB-.

SEC Form DEF 14A filed by MGIC Investment Corporation