Richard Vaughan
About Richard C. Vaughan
Independent director since 2007; age 75. Former EVP and CFO of Lincoln Financial Group (1995–2005) with prior roles at EQUICOR and as a partner at KPMG Peat Marwick; designated by MBIA’s Board as an Audit Committee “financial expert.” Tenure spans complex run-off and risk resolution cycles; core credentials in insurance finance, public company CFO oversight, audit, and risk governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Financial Group | Executive Vice President & Chief Financial Officer | 1995–May 2005 | Led corporate finance oversight for diversified insurance group |
| Lincoln National (Employee Benefits Division) | SVP & CFO | Jul 1990–Jun 1992 | Division finance leadership prior to corporate CFO role |
| EQUICOR | Vice President (public offerings, insurance accounting) | Sep 1988–Jul 1990 | Capital markets and insurance accounting responsibilities |
| KPMG Peat Marwick (St. Louis) | Partner | Jul 1980–Sep 1988 | Audit/assurance experience; foundation for “financial expert” designation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in MBIA’s proxy |
Board Governance
- Independence: Determined independent under MBIA Board Practices and NYSE standards; one of five independent directors on a six-member board .
- Attendance: Board met 5 times in 2024; all directors met the ≥75% attendance expectation and attended the 2024 annual meeting .
- Committee assignments and chair roles:
- Finance & Risk Committee: Chair; met 4 times in 2024 .
- Audit Committee: Member; Audit met 5 times in 2024; Vaughan designated an “audit committee financial expert” .
- Compensation & Governance Committee: Member; met 5 times in 2024; all members affirmatively determined independent .
- Executive Committee: Member (alongside Chairman, CEO, and Shasta); did not meet in 2024 .
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Finance & Risk | Chair | 4 | Oversees investments, capital/liquidity, market/credit risk, financial risk frameworks |
| Audit | Member (Financial Expert) | 5 | Oversees financial reporting integrity, auditor independence, internal audit, compliance, operational risk incl. cyber |
| Compensation & Governance | Member | 5 | Sets compensation principles, exec pay oversight, director pay, board composition, governance practices |
| Executive Committee | Member | 0 | Authorized to act between board meetings subject to bylaws/charter limits |
Fixed Compensation
- Structure (unchanged vs 2023): Annual board retainer $75,000; committee chair retainer $25,000; meeting fees $2,000 per meeting ($1,000 special telephonic); annual director restricted stock grant $100,000; chairman retainer $125,000 (not applicable to Vaughan) .
- 2024 amounts earned by Vaughan: Cash fees $142,000; stock awards grant-date value $100,000; total $242,000; no perquisites paid to directors .
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual retainer | $75,000 | Standard for independent directors |
| Committee chair retainer | $25,000 | Applies to Vaughan as Finance & Risk Chair |
| Meeting fees | Included in cash total | $2,000 per meeting; $1,000 telephonic |
| Annual restricted stock grant | $100,000 | Director equity award (time-based) |
| Total cash fees (Vaughan) | $142,000 | Earned/paid in 2024 |
| Total stock awards (Vaughan) | $100,000 | Grant-date fair value (ASC 718) |
| Total compensation (Vaughan) | $242,000 | Sum of cash and stock |
Performance Compensation
- Directors receive time-based restricted stock (no performance metrics). 2024 grants have a one-year restricted period; vesting accelerates upon death/disability, change in control, failure to nominate for re-election, or failure of shareholders to elect; otherwise forfeited if director leaves before first anniversary (unless approved by the Compensation Committee) .
| Item | Grant Value | Vesting/Restrictions | Early Lapse/Acceleration |
|---|---|---|---|
| Annual director restricted stock (2024) | $100,000 | One-year restricted period; transfer/forfeiture restrictions until lapse | Death/disability, change of control, not nominated, or not elected → lapse/vest; otherwise forfeiture if departure before 1-year unless approved |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | MBIA disclosed no interlocks or insider participation by NEOs or directors on other entities’ compensation committees during 2024 . |
| Shared directorships/conflicts | None disclosed; related-party transaction processes in place; no related-party transactions reported since start of 2024 . |
Expertise & Qualifications
- Financial expert: Designated as Audit Committee “financial expert.” Deep insurance finance and public-company CFO experience supports audit and risk oversight .
- Industry/regulatory knowledge: Multi-decade insurance and accounting background; prior partner at KPMG and CFO roles strengthen governance rigor .
- Board skills alignment: Finance, risk, audit, and strategic capital allocation—aligned with MBIA’s run-off priorities and risk tolerance oversight .
Equity Ownership
- Beneficial ownership: 88,865 shares; under 1% of outstanding common stock; includes director deferred units and/or restricted stock per proxy methodology .
- Restricted holdings: 27,051 restricted shares valued $174,749 at $6.46 per share as of Dec 31, 2024 .
- Ownership guidelines: Directors expected to hold stock ≈5x annual retainer within 4 years; 4 of 5 current directors exceed guidelines; the 2021 appointee is on track .
- Hedging/pledging: Company prohibits hedging and pledging of MBIA stock; Legal Department has not approved any such transactions in over ten years .
| Measure | Value | As-of | Notes |
|---|---|---|---|
| Beneficially owned shares (Vaughan) | 88,865 | Mar 12, 2025 | Less than 1% of class |
| Restricted stock holdings (Vaughan) | 27,051 | Dec 31, 2024 | Valued $174,749 @ $6.46 |
| Director ownership guideline | 5x retainer | Policy | Majority of directors exceed guideline |
| Hedging/pledging status | Prohibited | Policy | No approvals in 10+ years |
Governance Assessment
- Strengths
- Independent director with long tenure and continuity across MBIA’s run-off strategy; chair of Finance & Risk and member of Audit and C&G—high engagement across key control committees .
- Audit Committee “financial expert” designation and prior CFO/KPMG experience bolster financial reporting and risk oversight credibility .
- Attendance standards met; board and committees active (Board 5x; Audit 5x; C&G 5x; Finance & Risk 4x) .
- Director pay structure mixes cash retainer, meeting fees, and time-based equity; annual grant aligns with shareholder interests; no director perquisites; compensation unchanged in 2025—supports cost discipline .
- No related-party transactions; robust anti-hedging/pledging; strong say-on-pay support (>80%) indicates investor confidence in overall governance and pay oversight .
- Watchpoints
- MBIA’s operating subsidiaries remain in run-off; heightened emphasis on risk mitigation (e.g., PREPA exposure) requires continued rigorous Finance & Risk oversight by the chair; enterprise outcomes affected ABV and annual incentives in 2024 .
- Committee concentration among a small board increases reliance on a few directors for risk, audit, and compensation governance; succession planning and ongoing independence reviews important .
Fixed Compensation (Director-Specific Detail)
| Year | Cash Fees | Equity Awards (Grant-Date) | Perquisites | Total |
|---|---|---|---|---|
| 2024 (Vaughan) | $142,000 | $100,000 | $0 | $242,000 |
Other Notes Relevant to Investor Confidence
- Board diversity, independence standards, and director nomination processes are explicitly defined; independence determination conducted annually; executive sessions held regularly .
- Committee charters publicly available; risk oversight for financial, operational, and cybersecurity risks with periodic briefings .