Theodore Shasta
About Theodore Shasta
Independent director of MBIA Inc. since 2009; age 73. Former Senior Vice President and Partner at Wellington Management Company, specializing in financial analysis of insurance companies; Chartered Financial Analyst (CFA) since 1986. Currently serves on the Board of Chubb Limited and is a member of its Audit Committee, bringing deep insurance and audit oversight expertise to MBIA’s board . The board has affirmatively determined he is independent under NYSE standards, and he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company | Senior Vice President; Partner; Global industry analyst for insurance; later portfolio advisor | 1996–2009 | Served on Wellington’s Audit Committee (2004–2009) and chaired it (2008–2009) |
| Loomis, Sayles & Company | Senior Vice President; industry analyst (automotive, freight transportation, insurance) | Not disclosed (prior to 1996) | Not disclosed |
| Dewey Square Investors; Bank of Boston | Various roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Chubb Limited | Director | Current (date not disclosed) | Audit Committee member |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director per MBIA’s standards and NYSE listing rules |
| Committee assignments | Audit Committee (Chair) ; Compensation & Governance Committee (Member) ; Finance & Risk Committee (Member) ; Executive Committee (Member) |
| Audit financial expert | Designated as an “audit committee financial expert” |
| Board/committee meetings (2024) | Board met 5 times; Audit 5; Compensation & Governance 5; Finance & Risk 4; Executive Committee 0 |
| Attendance | All directors met the ≥75% attendance expectation and all attended the 2024 Annual Meeting |
| Non‑management sessions | Board has regularly scheduled non‑management director meetings |
Fixed Compensation (Director)
| Component | MBIA Policy (2024) | Notes |
|---|---|---|
| Board annual retainer | $75,000 | Cash or stock; deferral available under Director Deferred Compensation Plan |
| Committee chair retainer | $25,000 (per chair role) | Shasta chaired Audit Committee in 2024 |
| Chairman retainer | $125,000 (for Board Chair, not applicable to Shasta) | — |
| Meeting fees | $2,000 per meeting; $1,000 special telephonic | — |
| Annual restricted stock grant | $100,000 grant-value; 1‑year restriction period | Early lapse on death/disability/CoC/failure to nominate/elect |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Theodore Shasta (2024) | 142,000 | 100,000 | 0 | 242,000 |
Performance Compensation (Director)
- MBIA grants time‑based restricted stock to directors; annual grant value $100,000; one‑year restricted period with accelerated vesting upon certain events (death/disability/change of control/failure to nominate or elect) .
- No performance‑conditioned equity is used for directors; equity is time‑vested to align with shareholders across the service horizon .
| Equity Element | Grant/Value | Vesting/Restrictions |
|---|---|---|
| Annual time‑based restricted stock (2024) | $100,000 grant-value | 1‑year restricted period; early lapse upon specified events |
| Director restricted stock holdings (Shasta) | 27,051 shares as of 12/31/2024 ($174,749 at $6.46) | Restricted shares subject to plan/award terms |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Chubb Limited | Insurance | Director; Audit Committee member | No MBIA‑reported related‑party transactions; none disclosed that would create a conflict |
Expertise & Qualifications
- 25+ years covering insurance; former SVP/Partner at Wellington; CFA charterholder; significant audit oversight experience (former Wellington Audit Committee Chair) .
- MBIA designates him an audit committee financial expert (SEC definition) .
- Insurance industry knowledge and financial analysis depth support effective oversight of MBIA’s runoff risk profile and financial reporting .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Theodore Shasta) | 61,794 shares as of March 12, 2025; <1% of outstanding |
| Restricted stock holdings (unvested) | 27,051 shares as of Dec 31, 2024 |
| Director stock ownership guideline | 5x annual retainer; 4 of 5 current directors exceed; remaining director (appointed 2021) on track |
| Pledging/hedging | Prohibited absent pre‑approval; no approvals in 10+ years; short sales/derivative transactions prohibited |
Governance Assessment
- Strengths
- Independent, Audit Chair, and designated audit committee financial expert; sits on all major committees, indicating high engagement and broad oversight .
- Attendance and engagement: Board/committees met frequently in 2024; all directors met ≥75% attendance and attended the Annual Meeting .
- Ownership alignment: meaningful stock-based compensation; director ownership guidelines (5x retainer) with most directors in compliance .
- No related‑party transactions disclosed; strong anti‑hedging/pledging policy and clawback framework at the company level .
- Say‑on‑pay support for executive compensation exceeded 80%, signaling general investor confidence in compensation governance .
- Watch items
- Long tenure (director since 2009) can raise independence‑perception concerns despite formal independence: should be evaluated against continued performance and committee contributions .
- Multi‑committee workload (Audit Chair + C&G + Finance & Risk + Executive) concentrates oversight; succession planning for committee leadership remains prudent .
- Company context: MBIA’s runoff status and PREPA‑related uncertainties heighten the importance of rigorous risk oversight and liquidity governance; Audit/Finance & Risk committees are central to this, amplifying reliance on Shasta’s expertise .
No red flags identified specific to Shasta: no related‑party exposure, no hedging/pledging approvals, independence affirmed, and strong audit credentials .