Analisa M. Allen
MGIC INVESTMENTAbout Analisa M. Allen
Independent director of MGIC Investment Corporation (MTG) since 2020; age 66. Former CIO of Data & Analytics (2017–2019) and CIO for Home Lending Technology (2015–2017) at JPMorgan Chase’s consumer bank; earlier 24 years at Goldman Sachs including Managing Director, Co‑Head of Global Operations Technology (2008–2015) and Managing Director, Global Regulatory, Risk & Control Head (2006–2013). Currently an information technology consultant with Gerson Lehrman Group. Brings deep technology, data/analytics, and operational risk experience; deemed independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase (Consumer Bank) | CIO, Data & Analytics | 2017–2019 | Led data/analytics tech agenda in a highly regulated environment; relevant to MTG’s analytics and digital priorities. |
| JPMorgan Chase (Consumer Bank) | CIO, Home Lending Technology | 2015–2017 | Oversaw mortgage tech stack; aligns with MGIC’s mortgage credit and underwriting workflow transformation. |
| Goldman Sachs | MD, Co‑Head Global Operations Technology | 2008–2015 | Enterprise-scale operations technology leadership; risk/process rigor. |
| Goldman Sachs | MD, Global Regulatory, Risk & Control Head | 2006–2013 | Regulatory/risk oversight experience directly applicable to MTG’s ERM oversight. |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Gerson Lehrman Group | Information Technology Consultant | Private | Advisory role; no public company interlocks disclosed. |
| Other public company boards | — | — | None disclosed for Ms. Allen. |
Board Governance
- Independence: Board determined all directors except the current and former CEOs are independent; Allen is independent.
- Committees (current nomination slate, as of Mar 21, 2025): Business Transformation & Technology (BT&T); Risk Management.
- Committees (2024 roster): Audit; Risk Management.
- Attendance: Board met 5 times in 2024; each director elected at the 2024 AGM attended at least 75% of Board and committee meetings; all directors standing for election attended the 2024 Annual Meeting.
- Committee cadence 2024 (for governance workload/planning): Audit (9), BT&T (4), MDNG (4), Risk Management (4), Securities Investment (4), Executive (0).
- Executive sessions and structure: Independent Lead Director presides over executive sessions (at least two per year); Lead Director role transitioned to Jodeen Kozlak in Jan 2025; duties include agenda input and shareholder outreach availability.
Fixed Compensation (Director)
| Component | Structure / Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Deferrable into cash-settled share units or interest-credit account. |
| Committee member fees | Audit: $15,000; other committees: $5,000 | Executive Committee excluded. |
| Committee chair fees | Audit: $40,000; MDNG: $35,000; other: $20,000 | Not applicable to Allen (not a chair). |
| Lead Director retainer | $25,000 | Not applicable to Allen. |
| 2024 cash fees received (Allen) | $135,000 | As reported. |
Performance Compensation (Director)
| Equity Vehicle | Grant Value | Vesting/Settlement | Deferral | Dividends |
|---|---|---|---|---|
| Annual RSUs (stock‑settled) | $125,000 (2024 grant) | RSUs vest at grant; settled ~1 year later (Feb 14, 2025 for 2024 grant) | Directors may defer settlement, incl. in up to 10 annual installments | Dividend equivalents credited in additional RSUs at cash dividend dates |
No performance metrics apply to director equity; awards are time‑based/settlement‑timed, not performance‑vested.
Other Directorships & Interlocks
- Current public boards: None disclosed for Allen.
- Overboarding controls: Corporate Governance Guidelines limit independent directors to no more than three other public boards; Board imposes stricter interlock disqualification than NYSE.
Expertise & Qualifications
- Core skills: Technology/Cyber; Data & Analytics; Risk Management—aligned with MTG’s digital, underwriting, and ERM oversight needs.
- Audit committee financial expert: Not designated (designation applies to Chaplin, Lowman, Sculley).
- Industry relevance: Mortgage/lending technology leadership (JPMorgan Chase), enterprise operations technology and regulatory risk (Goldman) supportive of BT&T and Risk Management committee mandates.
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 23,005 | RS/RSU underlying count as disclosed; no direct or indirect common stock ownership listed. |
| Director phantom share units | 4,427 | From Deferred Compensation Plan accounts. |
| RSUs (unsettled) | 6,486 | Director RSUs outstanding not settled within 60 days. |
| Total incl. units | 33,918 | Beneficially owned plus underlying units. |
| % of outstanding | <1% | Asterisk indicates less than 1%. |
| Ownership guideline | $625,000 in Company stock; all non‑employee directors meet guideline | Includes deferred units vesting within one year; five‑year compliance window. |
| Hedging/pledging | Prohibited for directors; pre‑clearance required for trades | No hedging or pledging; broader insider trading controls apply. |
Governance Assessment
- Strengths
- Independent, highly engaged profile with relevant oversight roles (Risk Management; BT&T/Audit across 2024–2025), aligning with MTG’s technology and ERM priorities.
- Clean conflicts profile: Board explicitly reviewed independence; only Moody’s (Zandi) transactions noted, below thresholds; no related‑party items disclosed for Allen.
- Pay alignment: Balanced director mix ($125k cash/$125k equity) with modest committee fees; immediate‑vest RSUs settled later support equity alignment without performance gaming; robust no‑hedge/pledge, clawback, and ownership policy (directors meet $625k guideline).
- Attendance and engagement: Board and committee attendance ≥75% standard met; all directors at 2024 Annual Meeting.
- Potential Watchpoints
- Committee rotation: Shift from Audit (2024) to BT&T (2025 slate) suggests dynamic utilization; not a red flag but monitor continuity of financial oversight bench.
RED FLAGS: None identified for Allen (no low attendance, related‑party transactions, hedging/pledging, or overboarding concerns disclosed).
Director Compensation (2024) – Detail
| Item | Amount |
|---|---|
| Fees earned or paid in cash (Allen) | $135,000 |
| Stock awards (grant‑date fair value) | $125,000 |
| Total | $260,000 |
Board/Committee Structure Context (for effectiveness)
- Risk Management Committee: Oversees ERM framework, including pricing, underwriting, mortgage credit, climate, model, GSE eligibility compliance (with Audit), and reinsurer counterparty risks—areas aligned with Allen’s risk/tech background.
- BT&T Committee: Oversees IT strategy, major transformation projects, cybersecurity, and business continuity—directly aligned with Allen’s CIO experience.
- Audit Committee: Financial reporting integrity, ICFR, internal audit, compliance; requires heightened independence; financial experts designated among other members.
Say‑on‑Pay & Shareholder Feedback (context on governance quality)
- Say‑on‑Pay support exceeded 98% in each of 2022–2024; company conducts regular investor outreach on governance and compensation.
Policies & Protections (for alignment/conflict control)
- Related‑party transactions screened/approved by Audit Committee; bright‑line thresholds and arm’s‑length requirements.
- Insider Trading Policy prohibits hedging/pledging; mandates pre‑clearance for directors and officers.
- Director compensation and independence overseen by MDNG; use of independent consultant (FW Cook) with no conflicts.
Implications: Allen’s technology and operational risk pedigree is directly relevant to MTG’s digital transformation and ERM oversight. Her independence, equity alignment, and clean conflicts profile support investor confidence; no governance red flags are disclosed.