Adam Bergonzi
About Adam Bergonzi
Adam T. Bergonzi (age 61) is Assistant Vice President of MBIA Inc. and Chief Risk Officer of National Public Finance Guarantee Corporation, overseeing National’s risk and insured portfolio management. He rejoined MBIA in 2010 to serve as National’s CRO and was appointed AVP of MBIA Inc. in 2016; he has been an executive officer since September 2017. Prior roles include co-founding and serving as Chief Risk Officer of Municipal and Infrastructure Assurance Corporation (MIAC) from 2008 to 2010. MBIA’s performance context in 2024 featured an overall annual incentive scorecard payout at 79% of target, Adjusted Book Value per share declining to $13.79 from $17.66, and TSR value of an initial $100 investment at $152.78; these program outcomes drive NEO pay-for-performance linkage.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Public Finance Guarantee Corporation | Chief Risk Officer | 2010–present | Oversees all risk and insured portfolio management activities at National, central to remediation of troubled credits (e.g., PREPA) and policyholder claim honoring. |
| MBIA Inc. | Assistant Vice President | 2016–present | Executive officer contributing to enterprise risk oversight across MBIA’s run-off insurance portfolios and liquidity priorities. |
| Municipal and Infrastructure Assurance Corporation (MIAC) | Co-Founder and Chief Risk Officer | 2008–2010 | Built and led risk function for municipal/infra assurance; experience later applied to National’s portfolio management at MBIA. |
External Roles
- No external public-company directorships or committee roles are disclosed for Bergonzi in MBIA’s executive officers section.
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Target Bonus % of Base | 120% | — |
| Target Bonus ($) | $600,000 | — |
| Actual Bonus Paid ($) | $474,000 | — |
| All Other Compensation ($) | $180,100 | — |
Multi-year summary compensation:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 491,667 | 675,000 | 612,000 | 160,713 | 1,939,380 |
| 2023 | 500,000 | 750,000 | 878,000 | 6,356,363 | 8,484,363 |
| 2024 | 500,000 | 822,296 | 474,000 | 180,100 | 1,976,396 |
Additional fixed/retention:
- Cash retention award approved Feb 11, 2025: $2,775,000, cliff-vests Mar 1, 2028; accelerates upon qualifying termination (death/disability, CoC without cause, Board-approved termination in CoC). Forfeits upon voluntary resignation/retirement absent qualifying termination or for-cause termination.
Performance Compensation
Annual incentive scorecard (2024):
| Area / Metric | Weight | Target | Actual/Score | Payout Impact |
|---|---|---|---|---|
| National – Portfolio Management & Remediation | 31% | Company goals per Board-approved scorecard | 75% (below target due to increased PREPA losses) | Drag on payout (part of 79% overall) |
| MBIA Insurance – Portfolio Management & Remediation | 15% | Company goals | 77% (below target; portfolio runoff >15%; limited Zohar recoveries) | Drag on payout |
| Corporate Segment – MBIA Inc. Liquidity | 8% | Liquidity optimization targets | 138% (above target; lower GIC support, higher intercompany receipts) | Positive offset |
| Enterprise – ABV | 15% | ABV/share target $16.54 | Actual $13.79 (below target) | Negative impact |
| Enterprise – Expense Management | 8% | Consolidated OpEx plan | Modestly above plan (below target) | Negative impact |
| Enterprise – People Management | 23% | Culture/retention goals | Above target (headcount reduction with service levels maintained) | Positive offset |
| Overall formulaic outcome | — | 100% | 79% of target | Annual bonus funded at 79% |
Long-term incentives and performance share outcomes:
| Grant Year | Instrument | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2020 | PSUs (at target) | 3-year TSR (12/31/2019–12/31/2022) | 100% | 92% payout; earned shares vest 3rd–5th anniversaries | Equal installments years 3–5 |
| 2021 | PSUs (at target) | 3-year TSR (12/31/2020–12/31/2023) | 100% | 118% payout; earned shares vest 3rd–5th anniversaries | Equal installments years 3–5 |
| 2022 | PSUs (at target) | Stock price threshold over 3 years (12/31/2021–12/31/2024) | Threshold | Threshold not met; 100% forfeited (Bergonzi forfeited 32,469 shares) | — |
| 2023 | PSUs (at target) | 3-year TSR (12/31/2022–12/31/2025) | 100% | Interim TSR −3.1% as of 12/31/2024; payout 0% at interim; final subject to 2025 performance | Earned, if any, vest years 3–5 |
| 2024 | RSUs (time-based) | Continued employment | — | Granted 115,920 shares; vests years 3–5; grant date value $750,000 | Equal installments years 3–5 |
| 2024 (Feb 20) | Dividend-equivalent restricted shares | Follow 2021 PSU vesting | — | 10,679 shares; grant date value $72,296 | Follows 2021 PSU schedule |
Program design notes:
- Since early 2024 and continuing in 2025, annual long-term incentives are entirely time-vested equity, vesting on the 3rd/4th/5th anniversaries, reflecting limited availability of logical quantitative metrics in run-off.
Equity Ownership & Alignment
Beneficial ownership (as of March 12, 2025):
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Adam T. Bergonzi | 843,484 | 1.67% |
Outstanding equity awards (unvested) as of Dec 31, 2024:
| Award (Bergonzi) | Shares Unvested | Market Value ($ at $6.46) |
|---|---|---|
| 2018 time-based (granted 11/8/2018; cliff vest 3/3/2025) | 500,000 | 3,230,000 |
| 2020 time-based (vest on 5th anniversary) | 9,457 | 61,092 |
| 2020 PSUs (earned at 92%; portion outstanding) | 23,126 | 149,394 |
| 2021 time-based (vest 4th–5th anniversaries) | 19,973 | 129,026 |
| 2021 PSUs (earned at 118%; portion outstanding) | 39,494 | 255,131 |
| 2022 time-based (vest 3rd–5th anniversaries) | 16,892 | 109,122 |
| 2022 PSUs (threshold not met; forfeited at 12/31/2024) | — | — (forfeiture disclosed) |
| 2023 time-based (vest 3rd–5th anniversaries) | 20,064 | 129,613 |
| 2023 PSUs (target; interim payout 0% at 12/31/2024) | 31,982 | 0 (interim basis) |
| 2024 dividend-equivalent restricted shares | 7,119 | 45,989 |
| 2024 RSUs (time-based; vest 3rd–5th anniversaries) | 115,920 | 748,843 |
Ownership guidelines and practices:
- Stock ownership guideline: 3x base salary for CFO and other NEOs; CEO 7x. Company reports that as of March 12, 2025, the CEO and three of the four other NEOs exceeded guidelines; the remaining NEO appointed in 2024 is on track.
- Holding periods: Post-retirement sales limited to one-third immediately, one-third at one year, one-third at two years post-termination; while employed, divestment limited to 25% of excess above guideline per 12 months.
- Prohibitions: Short sales, hedging, pledging, or margin accounts for MBIA stock without prior Legal approval; Legal has not approved any such transactions in over ten years.
- Options outstanding: Shares acquirable upon exercise of options for Bergonzi: 0.
Employment Terms
Termination/Change-in-Control economics (estimated if event occurred on Dec 31, 2024; MBIA share price $6.46):
| Payment/Benefit | Termination Following Change in Control ($) | Retirement ($) | Involuntary Termination ($) | Death/Total Disability ($) |
|---|---|---|---|---|
| Cash Severance | 0 | 0 | 0 | 0 |
| Time-based Restricted Stock | 4,407,697 | 1,177,697 | 4,407,697 | 4,407,697 |
| Performance-based Restricted Stock | 450,520 | 450,520 | 450,520 | 450,520 |
| Retirement Benefits | 0 | 0 | 0 | 0 |
| Healthcare Benefits | 0 | 0 | 0 | 0 |
| Total | 4,858,217 | 1,628,217 | 4,858,217 | 4,858,217 |
Key provisions:
- Equity acceleration: For Bergonzi (and other NEOs except CEO), time-based RSUs vest immediately upon CoC; PSUs vest to the extent performance criteria are satisfied. Equity treatment may occur whether or not employment terminates at CoC.
- Retirement Program: Time-based RSUs (2019–2024 grants) remain outstanding and vest on schedule subject to post-employment restrictive covenants (non-solicit/non-disparagement and possible non-compete); 2018 time-based RSUs forfeited at retirement; earned PSUs remain outstanding and vest on schedule. Health benefits continuation to age 65 at full premium cost; cash-in-lieu for LTI may be paid pro-rata at management discretion.
- CEO KEEP Plan (for context): Only CEO is covered (double-trigger severance equal to 2x salary+avg bonus, prorated bonus, benefits continuation, potential 280G tax gross-up if >10% above safe harbor; non-compete/non-solicit required). Bergonzi is not covered.
Deferred Compensation
| Executive Contributions in 2024 ($) | Company Contributions in 2024 ($) | Earnings (Losses) in 2024 ($) | Withdrawals ($) | Balance as of 12/31/24 ($) |
|---|---|---|---|---|
| 59,680 | 129,850 | 1,230,355 | — | 4,869,698 |
Program notes:
- Non-qualified deferred comp provides benefits beyond qualified plan limits; company pension contributions based on aggregate salary+bonus up to $2.0 million; participants vest in company contributions after five years; assets are participant-directed.
Compensation Structure Analysis
- Cash vs equity mix shifts: Since 2024, MBIA granted only time-vested equity for annual LTI, with longer 3/4/5-year vesting, reflecting run-off status and lack of reliable quantitative metrics; this decreases pure performance leverage versus prior PSU-heavy design.
- Pay-for-performance efficacy: 2024 annual incentive funded at 79% (below target) due to PREPA losses; 2022–2024 PSU cycle fully forfeited for threshold miss; prior cycles paid at 92% (2019–2022) and 118% (2020–2023), demonstrating outcome symmetry.
- Ownership alignment: Strong stock ownership guidelines and post-retirement holding periods; anti-hedging/pledging policy with decade-long non-approval record.
- Clawback policy: Revised July 2023 to comply with listing standards; applies to current and former executive officers; no clawback actions in 2024.
- Peer group and market positioning: Compensation targeted at median against a peer set of property & casualty/reinsurance and adjacent insurers; MBIA ranks between lower quartile and median on assets and below lower quartile on market cap/revenue.
Risk Indicators & Red Flags
- PREPA exposure delays and increased losses in 2024 pressured incentive outcomes and ABV, highlighting execution risk in remediation and strategic-alternative timing.
- Single-trigger equity vesting on CoC for NEOs (other than CEO) can accelerate large unvested positions, potentially creating post-CoC selling pressure.
- Retention awards ($2.775M for Bergonzi) cliff-vesting in 2028 reinforce retention but create a concentrated compensation event and may be viewed as guaranteed pay absent performance linkage.
- Extraordinary cash dividend in Dec 2023 led to additional restricted share grants in Feb 2024 tied to prior PSU payouts, adding to equity overhang and vesting complexity.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay exceeded 80% support; Committee engaged investors representing >48% of shares outstanding and updated Omnibus Plan to pay dividends only when underlying awards vest.
Equity Ownership & Alignment Details
- Director/NEO stock ownership guidelines: 3x salary for NEOs; compliance broadly achieved among NEOs as of Mar 12, 2025.
- Security ownership of executives: Bergonzi 843,484 shares (1.67% of outstanding 50,370,625 shares as of Mar 12, 2025).
Investment Implications
- Near-term supply watch: 2018 grant of 500,000 time-based shares cliff vests on March 3, 2025, potentially increasing tradable float; MBIA’s holding-period rules mitigate immediate selling but still represent a meaningful vesting event to monitor.
- Alignment vs retention: Large unvested RSU stack (including 2024/2023/2021/2020 time-based tranches) plus 2025 cash retention award (cliff in 2028) indicate strong retention but reduce near-term performance sensitivity versus PSU structures.
- Pay-for-performance signaling: The full forfeiture of 2022–2024 PSUs underscores disciplined linkage of equity outcomes to TSR; annual incentive at 79% reflects scorecard rigor amid PREPA uncertainty.
- CoC dynamics: Single-trigger equity vesting for NEOs means a change in control would immediately crystallize Bergonzi’s substantial unvested equity, a factor in M&A scenarios and potential post-event selling pressure.