C. Edward Chaplin
MGIC INVESTMENTAbout C. Edward Chaplin
Independent director of MGIC Investment Corporation (MTG) since 2014; age 68 as of March 21, 2025. Former President and CFO of MBIA Inc., with prior senior finance roles at Prudential Financial; designated Audit Committee Financial Expert. He serves as Audit Committee Chair and is a member of the Securities Investment Committee, reflecting deep insurance, capital markets, and financial reporting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBIA Inc. | President & CFO; EVP post-2016; CFO since joining | CFO 2006–2008; President & CFO 2008–2016; EVP until Jan 1, 2017 | Led finance and executive functions at the largest municipal bond-only insurer |
| MBIA Inc. | Director | 2003–2006 | Board experience prior to joining management |
| Prudential Financial Inc. | Senior Vice President & Treasurer; Regional VP, Prudential Mortgage Capital Company; other senior management roles | 1983–2006 | Capital markets, treasury, and mortgage finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brighthouse Financial, Inc. | Director | Not disclosed | Current public directorship listed in MTG proxy |
Board Governance
- Independence: The Board determined all directors except the current and former CEOs are independent; Chaplin is independent. MGIC’s independence standards are at least as stringent as NYSE, with a stricter interlock standard .
- Committees and Chair roles (2025 slate): Audit Committee (Chair); Securities Investment Committee (member). Chaplin is an SEC-defined “audit committee financial expert” .
- Meeting cadence and attendance: The Board met five times in 2024; each director elected at the 2024 AGM attended at least 75% of Board/committee meetings and all directors standing for election attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year under Board guidelines .
- Committee mandates touching Chaplin’s work:
- Audit: Financial reporting integrity, ICFR, auditor oversight, compliance, and related-party transaction review; risk oversight for process, fraud, compliance, reserving .
- Securities Investment: Oversight of investment portfolio, capital management (buybacks, debt, external funding) and related market/counterparty/liquidity/capital risks .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-Chair director) | $125,000 | Deferrable into cash-settled units or interest-credited account . |
| Committee Chair Retainer (Audit) | $40,000 | Chaplin is Audit Chair . |
| Committee Member Retainer (Securities Investment) | $5,000 | For non-Audit committees (other than Executive) . |
| Lead Director Retainer | N/A | Applies to Lead Independent Director (not Chaplin) . |
| Chairman Retainer | N/A | Applies to non-executive Chair (not Chaplin) . |
| Expense Reimbursement | Reasonable travel/lodging | As per policy . |
| D&O Insurance | Company-paid premiums | As per policy . |
- 2024 actual director pay received by Chaplin: $170,000 in cash fees and $125,005 in stock awards; total $295,005 .
- 2023 actual director pay: $170,000 cash and $125,013 stock; total $295,013 .
Performance Compensation
Directors receive an annual equity retainer in RSUs with immediate vesting and deferred settlement; there are no performance metrics tied to director equity.
| Equity Element | Structure | 2024 Terms | Deferral/Dividends |
|---|---|---|---|
| Annual Equity Retainer | Stock-settled RSUs | $125,000 grant, vests at grant; settlement ~1 year later (Feb 14, 2025 for 2024 grants) unless director elects later date . | Settlement deferrable (installments up to 10 years); dividend equivalents accrue as additional units . |
| Deferred Cash Retainer | Bookkeeping account | Credited at semiannual 6-month U.S. T-bill rate if chosen . | N/A |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Notes |
|---|---|---|
| Brighthouse Financial, Inc. | Insurance | Disclosed as public directorship; MTG independence review flagged only Moody’s-related payments for a different director (Zandi). No Chaplin-related related-party transactions disclosed . |
- Overboarding control: MGIC limits independent directors to no more than three other public company boards; board roles require pre-clearance before joining other public boards .
Expertise & Qualifications
- Audit Committee Financial Expert designation under SEC rules .
- Deep insurance/real estate finance, treasury, capital markets, and financial reporting expertise from MBIA and Prudential roles .
Equity Ownership
| Holder | Common Stock Owned Directly | Indirect | RS/RSUs Settling ≤60 days | Director Phantom Share Units | RSUs (Not settleable ≤60 days) | Total “Beneficial + Units” | % of Class |
|---|---|---|---|---|---|---|---|
| C. Edward Chaplin | 18,296 | — | — | 48,767 | 20,728 | 87,791 | <1% (aggregate statement) |
- Director stock ownership guideline increased to $625,000; all non-employee directors meet the guideline .
- Hedging and pledging of Company securities are prohibited for directors; transactions require pre-clearance .
Governance Assessment
-
Strengths
- Financial oversight leadership: Audit Chair and SEC “financial expert” with robust committee activity (9 Audit meetings in 2024) supports confidence in controls, reporting quality, and auditor oversight .
- Capital/investment oversight: Service on Securities Investment Committee aligns with MTG’s balance sheet, investment, and capital return strategy responsibilities .
- Independence and attendance: Independent under stringent MGIC/NYSE standards; Board-wide attendance at/above 75% and AGM participation underscore engagement .
- Ownership alignment and policy discipline: All directors meet elevated $625k ownership guideline; anti-hedging/pledging and structured equity deferral reinforce alignment .
-
Potential watch items
- External board load: Currently serves on Brighthouse Financial; still within MGIC’s overboarding limit, but continued monitoring advisable for time commitments .
- Related-party exposure: None disclosed for Chaplin; Audit Committee has explicit approval/oversight authority for any related-party matters, mitigating risk .
-
Shareholder signals
- Consistently strong Say-on-Pay support: >98% approval in 2022–2024, indicating broad investor confidence in compensation governance under Board oversight .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 170,000 | 125,005 | 295,005 |
| 2023 | 170,000 | 125,013 | 295,013 |
Policies Relevant to Conflicts and Controls
- Related party transactions: Prohibited absent Audit Committee review/approval; defined materiality thresholds and disallowance if inconsistent with Company interests .
- Insider trading: Prohibits hedging, pledging, short sales, margin accounts; mandates pre-clearance for directors/officers .
- Executive sessions: Independent directors hold at least two sessions annually without management .
RED FLAGS: None disclosed specific to Chaplin (no related-party dealings, no hedging/pledging, within overboarding limits). Continue to monitor cumulative board commitments and any changes in external roles .