Mark M. Zandi
MGIC INVESTMENTAbout Mark M. Zandi
Independent director since 2010 (age 65 as of March 21, 2025), Mark M. Zandi serves as Chief Economist of Moody’s Analytics, directing economic research and consulting. He chairs MGIC’s Risk Management Committee and sits on the Management Development, Nominating & Governance (MDNG) Committee. His core credentials are in economics and residential real estate, with frequent testimony before Congress noted in the company’s biographies. The Board has determined he is independent under NYSE and company guidelines, notwithstanding ordinary-course payments to Moody’s Analytics and Moody’s Investors Service that are below quantitative thresholds for independence determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGIC Investment Corporation | Independent Director | Director since 2010 | Risk Management (Chair); MDNG member |
| Moody’s Analytics, Inc. | Chief Economist | Since 2007 | Leads economic research and consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Zandi in MTG proxies |
Board Governance
- Committee assignments: Risk Management Committee Chair; MDNG Committee member .
- Independence: Board deemed Zandi independent; payments to Moody’s Analytics (research/subscriptions) and Moody’s Investors Service (credit ratings) were below the greater of $1 million or 1% revenue thresholds and were ordinary-course; Audit Committee oversees related-party transactions .
- Board/committee attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership/structure: Non-executive Chair; Lead Independent Director role established (Kozlak); executive sessions at least twice annually .
- Overboarding guardrails: Independent directors limited to three other public boards; pre-clearance required before joining another public company board .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 150,000 |
| Stock Awards (Grant-date fair value) | 125,005 |
| Total | 275,005 |
Program components (applicable to non-employee directors; informs Zandi’s mix):
| Program Element | Amount ($) |
|---|---|
| Annual Cash Retainer (Non-Chair Directors) | 125,000 |
| Committee Chair Retainer (Risk Management/other committees) | 20,000 |
| Committee Member Retainer (non-Audit committees) | 5,000 |
| Lead Director Retainer | 25,000 |
| Chairman of the Board Retainer | 250,000 |
- Stock ownership guideline: Directors must hold shares valued at $625,000; each director satisfies this guideline .
- Expense reimbursement and D&O insurance provided .
Performance Compensation
| Equity Grant (2024) | Grant Value ($) | Vesting | Settlement | Dividends |
|---|---|---|---|---|
| Stock-settled RSUs (annual equity retainer) | 125,005 | Vests at grant | Settled Feb 14, 2025 unless deferred | Credited as additional RSUs during the period |
Note: Director equity retains no performance conditions; settlement timing and dividend-equivalent mechanics are disclosed under the Deferred Compensation Plan .
Other Directorships & Interlocks
| Entity | Relationship | Company Payments | Independence Outcome |
|---|---|---|---|
| Moody’s Analytics, Inc. | Zandi executive officer; research/subscription services to MTG | Below quantitative thresholds | Board deemed independent |
| Moody’s Investors Service | Provides credit ratings to MTG | Below quantitative thresholds | Board deemed independent |
Expertise & Qualifications
- Economics and residential real estate: Deep understanding of macro drivers affecting mortgage insurance; frequent congressional testimony and policy advisory role .
- Legislative/regulatory insight: Expertise in processes relevant to MGIC’s business .
- Risk oversight: Chairs Risk Management Committee, which oversees ERM framework, pricing/underwriting, mortgage credit, climate, model, and reinsurer counterparty risks .
Equity Ownership
| Category (as of March 8, 2024) | Units/Shares |
|---|---|
| Common Stock Owned Directly | 17,361 |
| Director Phantom Share Units | 46,346 |
| Restricted Stock Units (not settleable within 60 days) | 6,347 |
| Total Shares Beneficially Owned Plus Underlying Units | 70,054 |
Policy alignment:
- Hedging/pledging prohibited for directors; pre-clearance required for transactions; insider trading limits apply .
- Director ownership guidelines increased to $625,000 in 2024; all directors meet guidelines .
Governance Assessment
- Committee leadership and engagement: Zandi chairs a critical risk oversight committee and serves on MDNG, signaling strong governance involvement in ERM and compensation/governance processes .
- Conflict oversight: Payments to Moody’s entities represent a potential conflict vector; however, amounts are below independence thresholds, transactions are ordinary-course, and the Audit Committee reviews related-party transactions—mitigating risk; monitor for changes in payment scale or scope (watch item) .
- Attendance and shareholder support: Strong director election support in 2025 (Zandi received 214,619,008 votes “for” vs. 4,043,186 “withheld”) and robust say-on-pay approval indicates investor confidence in governance and oversight .
- Compensation alignment: Director pay structure is balanced (cash + equity) with clear ownership guidelines and prohibitions against hedging/pledging, supporting alignment and board effectiveness .