Martin P. Klein
MGIC INVESTMENTAbout Martin P. Klein
Martin P. (“Marty”) Klein joined MGIC Investment Corporation’s Board on October 22, 2025, as an independent, non-management director, with immediate appointments to the Risk Management and Securities Investment Committees . He brings two decades of senior financial leadership in insurance and asset management, including CFO roles at Athene Holdings (2015–2025) and Genworth Financial (2011–2015, acting CEO and President in 2012), and is currently a Senior Advisor to Athene and a Partner at Apollo Global Management (which merged with Athene in 2022) . Tenure at MTG began in Q4’25; age and education were not disclosed in available filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Athene Holdings Ltd. | Executive Vice President & Chief Financial Officer | 2015–2025 | Led finance during major growth/merger with Apollo; deep liability/risk expertise |
| Genworth Financial | EVP & Chief Financial Officer; Acting CEO & President | 2011–2015; Acting CEO in 2012 | Restructuring/strategic transition experience in mortgage/long-term care insurance |
| Apollo Global Management, Inc. | Partner | 2022–Present | Capital markets and alternative asset management perspective |
| Athene Holdings Ltd. | Senior Advisor | 2025–Present | Ongoing strategic/finance advisory |
External Roles
| Organization | Role | Public/Private | Tenure/Status | Notes |
|---|---|---|---|---|
| Venerable | Director | Private | Current | Variable annuity/legacy blocks; insurance risk expertise |
| Athene USA | Director | Private (subsidiary) | Current | U.S. insurance subsidiary board experience |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board seat | Elected October 22, 2025 | |
| Committee assignments | Risk Management (member); Securities Investment (member) | |
| Independence | Company discloses all non-management directors are independent under NYSE and MTG standards; 2025 Proxy lists independence determinations generally, but Klein joined after the proxy date. Expect specific confirmation in next proxy | |
| Attendance | Not applicable yet (appointed Q4’25). In 2024, each director up for election attended ≥75% of Board/committee meetings | |
| Lead/Chair roles | None at appointment | |
| Executive sessions | Board holds executive sessions at least twice annually led by Lead Director |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $125,000 | Deferrable into cash-settled share units or interest-credit account |
| Committee member fees | $15,000 (Audit); $5,000 (other committees) | Risk Management and Securities Investment committees qualify as “other” committees ($5k each) |
| Committee chair fees | $40,000 (Audit); $35,000 (MDNG); $20,000 (other committees) | Not applicable to Klein at appointment |
| Lead Director retainer | $25,000 | Not applicable to Klein |
| Deferred Compensation Plan | Directors may defer retainers to interest-credit account or share units (dividend equivalents in units) | Program mechanics and settlement detailed in proxy |
| Expense reimbursement/D&O | Standard travel reimbursement and D&O insurance |
• Stock ownership guideline: Directors must own shares worth $625,000 within five years (includes deferred share units vesting within one year) .
• Hedging/pledging: Prohibited for directors; pre-clearance required for transactions .
Performance Compensation
| Equity Element | Terms | Grant/Value | Vesting/Settlement |
|---|---|---|---|
| Annual equity retainer (Directors) | Stock-settled RSUs; grant vests immediately; typically settled ~1 year later; optional deferral and installment settlement | $125,000 per year | 2024 grant settled Feb 14, 2025; dividends credited as RSUs until settlement |
| Pro-rated 2025 grant for new directors | RSU grant under Director plan, pro-rated from appointment date | $36,302 value for Klein (awarded Oct 31, 2025) | RSUs awarded under Deferred Compensation Plan; no price paid (per plan terms) |
Note: Director equity is time-based, not performance-vested. The Director plan credits dividend equivalents in additional RSUs until settlement .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Consideration |
|---|---|---|
| Apollo Global Management (Partner) | Alternative asset manager | MTG’s Securities Investment Committee oversight and Apollo affiliation merits monitoring for any investment transactions or mandates involving Apollo affiliates; MTG’s Related Party policy requires Audit Committee review of transactions >$120k with a director’s material interest . |
| Athene (Senior Advisor; affiliate of Apollo) | Insurer | Monitor whether MTG investment portfolio or capital transactions intersect with Athene entities; any such dealings are subject to related-party approval standards . |
| Venerable, Athene USA (Director) | Insurance entities | Same related-party review framework applies to any transactions with these entities . |
MGIC has categorical independence standards (more stringent on interlocks than NYSE) and requires review/approval of director-related transactions by the Audit Committee; hedging/pledging is prohibited .
Expertise & Qualifications
- Insurance/CFO depth: Former CFO of Athene and Genworth; acting CEO experience at Genworth during transition (2012) .
- Capital markets/ALM: Partner at Apollo brings asset-liability management and investment oversight perspective—directly relevant to MTG’s large investment portfolio and capital strategy overseen by the Securities Investment Committee .
- Risk governance: Assigned to Risk Management Committee, aligning with his background in enterprise risk, reinsurance, and capital optimization .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial reporting | Form 4 filed Nov 3, 2025 reporting RSU grant under the Director plan (no price paid) | |
| Pro-rated equity grant | $36,302 of RSUs on Oct 31, 2025 | |
| Ownership guidelines | Must reach $625,000 ownership within five years; plan allows deferral into share units; hedging/pledging prohibited |
Board Governance Context (MTG)
| Topic | Data | Source |
|---|---|---|
| Board meetings (2024) | Five; all directors up for election attended ≥75% of board/committee meetings | |
| Committee structure | Audit; Business Transformation & Technology (BT&T); MDNG; Risk Management; Securities Investment; Executive | |
| Independence | All directors except the former and current CEO were independent under MTG/NYSE standards (as of proxy date) | |
| Say-on-Pay support | >98% “Say on Pay” approval at 2022–2024 Annual Meetings |
Insider Trades
| Filing Date | Form | Transaction Date | Security/Type | Value/Terms | Notes |
|---|---|---|---|---|---|
| Nov 3, 2025 | Form 4 | Oct 31, 2025 | RSUs (Director plan) | $36,302; no price paid | Initial pro-rated director equity grant reported; standard director plan mechanics |
Governance Assessment
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Strengths/Signals
- Deep insurance finance and capital markets expertise directly mapped to Risk Management and Securities Investment oversight, likely enhancing board effectiveness on capital allocation and portfolio risk topics .
- Director pay aligned with peers and shareholder-friendly practices: no director hedging/pledging, equity settled later with dividend equivalents, ownership guideline ($625k within five years) .
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Potential Conflicts to Monitor
- Apollo/Athene affiliations while serving on MTG’s Securities Investment Committee: monitor for any investment mandates, co-investments, or transactions with Apollo/Athene/Venerable affiliates; MTG’s related-party policy requires Audit Committee review/approval for transactions >$120,000 involving a director’s material interest .
- Independence confirmation expected in the 2026 proxy given Q4’25 appointment; track categorical standards and any disclosed relationships .
-
Process/Controls
- Robust related-party and insider trading policies, plus committee-level risk oversight and executive sessions, mitigate governance risk and help protect investor alignment .
-
Director Compensation Transparency
- Clear disclosure of cash/equity structure and pro-rated equity for new appointees (Klein $36,302 RSUs on Oct 31, 2025) supports pay transparency and alignment with service period .
Overall: Klein’s appointment strengthens MTG’s board risk and capital oversight capabilities. The principal governance watchpoint is safeguarding independence given Apollo/Athene ties; MTG’s related-party and independence frameworks, plus committee oversight, are the key mitigants to monitor in subsequent filings .
Appendix: Committee Mandates (for context)
- Risk Management: Oversees enterprise risk management, including pricing, underwriting, mortgage credit, model, climate, compliance with GSE PMI eligibility, and reinsurer counterparty risks .
- Securities Investment: Oversees investment portfolio and capital management, including market, counterparty, capital structure/ratings, and liquidity risks; considers sustainability factors in oversight .