Nathaniel H. Colson
Executive Vice President, Chief Financial Officer and Chief Risk Officer at 
MGIC INVESTMENT
MGIC INVESTMENTExecutive
About Nathaniel H. Colson
Nathaniel H. Colson, 41, serves as Executive Vice President, Chief Financial Officer and Chief Risk Officer of MGIC Investment Corporation (MTG), a role he assumed in April 2024 after serving as CFO since July 2019; he joined MGIC in 2014 following prior experience at PricewaterhouseCoopers LLP . During 2024 MTG’s stock price rose 23%, GAAP net income was $763 million on $1.2 billion of revenue, ROE was 14.3%, NIW was $57.0 billion, IIF reached a record $295.4 billion, and adjusted net operating income per diluted share was $2.91—key performance measures used in MTG’s incentive programs overseen by the CFO/CRO . Colson signed MTG’s 2024 Section 302 and 906 certifications, evidencing responsibility for internal controls and fair presentation of financial results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGIC Investment Corporation | EVP, CFO & CRO | Apr 2024–present | Combined finance and risk leadership; CRO role is principal liaison to Board Risk Management Committee and SMOC risk governance . |
| MGIC Investment Corporation | Chief Financial Officer | Jul 2019–Apr 2024 | Led finance; signed SEC certifications; drove capital allocation and performance-linked pay design . |
| MGIC Investment Corporation | Vice President – Finance | Jan 2019–Jul 2019 | Finance leadership . |
| MGIC Investment Corporation | Assistant Treasurer | 2016–2019 | Treasury and capital management . |
| MGIC Investment Corporation | Joined company | 2014 | Progression through finance roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit/Accounting (prior roles) | Pre-2014 | Built technical accounting and controls expertise relevant to public company CFO duties . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $491,923 | $515,385 | $587,693 |
| Base Salary Level (Effective) ($) | $500,000 | $520,000 | $600,000 |
| Target Bonus Opportunity (x Salary) | 1.00x | 1.00x | 1.00x |
| Threshold / Maximum Bonus (x Salary) | 0.50x / 2.00x | 0.50x / 2.00x | 0.50x / 2.00x |
| Actual Bonus Paid ($) | $674,000 | $596,440 | $813,000 |
| Stock Awards (Grant-date Fair Value) ($) | $1,100,010 | $1,400,010 | $1,500,014 |
| Pension Value Change ($) | $6,644 | $19,846 | $9,364 |
| All Other Compensation ($) | $26,700 | $35,050 | $37,200 |
| Total Compensation ($) | $2,299,277 | $2,566,731 | $2,947,271 |
Performance Compensation
| Metric (Bonus) | Weight | Threshold | Target | Maximum | Actual 2024 | Payout % | Weighted Score |
|---|---|---|---|---|---|---|---|
| Return on Equity (ROE) | 45% | 8.0% | 11.4% | 17.0% | 14.3% | 151.8% | 68.3% |
| New Insurance Written (NIW, $B) | 15% | $33.4 | $53.1 | $93.5 | $57.0 | 109.7% | 16.4% |
| Insurance In Force (IIF, $B) | 15% | $268.6 | $288.0 | $307.2 | $295.4 | 138.5% | 20.8% |
| Business Objectives (Transformation, Capital, Sustainability) | 25% | — | — | — | Performance rated above target | 120.0% | 30.0% |
| Total Bonus Funding | 100% | — | — | — | — | — | 135.5% |
| 2024 Long-Term RSUs — ABV per Share Growth Goal | Below Threshold | Threshold (25% vest) | Target (100% vest) | Maximum (200% vest) |
|---|---|---|---|---|
| 3-year Cumulative Growth ($/share) | < $1.65 | $1.65 | $6.47 | ≥ $9.52 |
| CAGR (%) | < 2.71% | 2.71% | 9.90% | ≥ 14.00% |
| Equity Awards Detail | Grant Date | Type | Target # of RSUs | Fair Value ($) |
|---|---|---|---|---|
| 2024 LT Equity | Feb 2, 2024 | Performance-vesting RSUs | 75,720 | $1,500,014 |
| Multi-Year ABV Outcomes | 3-year Goal (Target) | Actual Growth to YE 2024 | Vesting Outcome |
|---|---|---|---|
| 2022 Awards (cliff vest) | $6.04 | $7.36 | 200% of target |
| 2023 Awards (cliff vest) | $5.69 | $4.99 (through 2024) | Determined at 2026 vest |
| 2024 Awards (cliff vest) | $6.47 | $2.80 (2024 only) | Determined at 2027 vest |
Notes: Beginning 2025, MTG shifted executive LT equity mix to 60% performance-based RSUs and 40% time-based RSUs to enhance retention and reflect peer practice; time-based RSUs vest over three annual installments starting Feb 28, 2026 .
Equity Ownership & Alignment
| Ownership Detail (as of Mar 7, 2025) | Amount |
|---|---|
| Common Stock Owned Directly | 217,419 shares |
| RSUs (cannot settle within 60 days) | 233,299 shares |
| Total Beneficially Owned (stock + RSUs eligible within 60 days) | 450,718 shares |
| Percent of Class | <1% (group 1.41%) |
| Unvested Performance RSUs Outstanding (target basis) | 316,825 units |
| Market/Payout Value of Unearned Performance RSUs | $7,511,921 |
| 2024 Stock Vested | 156,008 shares; $3,257,447 value |
Stock ownership guidelines: EVP/CFOs must hold stock equal to ≥3x base salary; all NEOs met guidelines, with NEO ownership ranging 5.6–17.2x base salary; post-vesting holding requirement is one year for 100% of vested shares net of taxes (effective for 2025 grants) . MTG prohibits hedging and pledging of company securities and requires pre-clearance for insider trades .
Employment Terms
- Change-in-control and severance: Colson is party to a KEESA providing double-trigger cash severance equal to 2x base salary + target bonus + pension/profit-sharing accruals; equity vests on double trigger if awards are not assumed; no excise tax gross-up (subject to cut-back); 12-month non-compete and non-solicit applies post-termination . MTG adopted an Executive Severance Plan in 2024 with materially similar change-in-control terms for new officers; existing KEESAs govern unless the plan is more favorable .
- Potential payments (illustrative values at Dec 31, 2024):
• Qualifying termination without CoC: $10,161,586 total (cash $1,200,000; continued vesting value $8,864,201; other benefits $97,385) .
• Change-in-control with Qualifying termination: $13,091,190 total (cash $2,900,400; accelerated equity $10,046,306; other $144,484) .
• Disability: $7,511,921 (continued vesting value) .
• Death: $5,824,907 (accelerated equity) . - Clawback: SEC/NYSE-compliant recoupment policy covers incentive-based compensation received on/after Oct 2, 2023; Committee discretion to recover service-based awards in restatement scenarios; no indemnification for clawbacks .
- RSU agreements & non-compete: Time-based RSUs vest Feb 28, 2026/2027/2028; performance RSUs cliff vest Feb 28, 2028; settlement occurs one year after vest; retirement provisions require a non-compete to continue vesting post-termination; non-compete applies during employment and for one year post-termination for specified competitive activities .
Insider Transactions and Vesting Schedules (2025)
| Date | Form 4 Code | Shares | Description |
|---|---|---|---|
| Feb 5, 2025 | A | 23,510.972 | Grant of time-vested RSUs vesting in equal installments on Feb 28, 2026, 2027, 2028 (no price paid) |
| Feb 26, 2025 | A | 142,304 | Issuance of shares from performance-vested RSUs granted Feb 4, 2022 upon ABV goal attainment; shares issued on Feb 28, 2025 |
| Feb 28, 2025 | F | 67,072 | Shares withheld to cover taxes upon RSU share delivery; beneficial ownership after transactions: 240,929.972 shares (direct) |
Note: “F” indicates tax withholding by issuer rather than an open-market sale .
Compensation Structure Analysis
- At-risk pay dominates: For 2024, Colson’s pay was driven by performance bonus funding (135.5%) tied to ROE, NIW, IIF and strategic objectives, and performance-vested RSUs measured on 3-year ABV per share growth; perquisites were modest .
- Shift to retention: 2025 LT equity mix changed to 60% performance RSUs / 40% time RSUs to align with peers and reduce expense volatility—supporting retention while maintaining majority performance-based equity .
- Discretionary protections: No option repricing, no RSU dividends before vest, no single-trigger vesting where awards are assumed; strong stock ownership/holding requirements; hedging/pledging prohibited; robust pre-clearance and blackout policy .
Equity Ownership & Alignment (Skin-in-the-Game)
- Beneficial ownership: 217,419 shares directly; 233,299 RSUs (not settleable within 60 days); total economic exposure 450,718 .
- Unvested equity: 316,825 performance RSUs outstanding (target), market value $7.5M .
- Ownership guidelines: ≥3x salary for EVPs; all NEOs met; 1-year post-vesting holding at 100% net of taxes from 2025 .
- Pledging/hedging: Prohibited; use of Rule 10b5-1 plans strictly controlled .
Compensation Peer Group & External Benchmarking
- Peer group includes mortgage insurers and firms exposed to residential real estate (e.g., Enact, Essent, NMI Holdings, Arch Capital; Mr. Cooper, Radian, PennyMac) .
- Relative positioning: MGIC ranked at the 91st percentile in market capitalization vs. peers and 35th percentile in revenue as of 12/31/24—informing target pay opportunities .
Say-on-Pay & Shareholder Feedback
- Strong support: >98% approval of NEO compensation at the 2022, 2023 and 2024 annual meetings; ongoing shareholder outreach discussed in CD&A .
Expertise & Qualifications
- Credentials: EVP, CFO & CRO with combined financial and enterprise risk oversight; experience at PwC prior to MGIC .
- Governance: Signed Section 302 and 906 certifications for the 2024 10-K, evidencing accountability for controls and reporting .
- Education: Not disclosed in filings.
Employment Terms (Additional Provisions)
- Insider trading policy: Pre-clearance required; quarterly blackout windows; event-specific trading restrictions; prohibition on short sales and publicly-traded options on MTG .
- RSU settlement: One year after vest date; dividend equivalents paid at settlement .
Investment Implications
- Alignment: High proportion of performance-based pay (bonus metrics and ABV-linked RSUs) and robust ownership/holding requirements signal strong alignment with shareholder value creation and capital discipline (ABV growth incorporates book value accretion, repurchases, and dividends) .
- Retention vs. performance balance: 2025 introduction of time-based RSUs (40%) improves retention while maintaining majority performance linkage; double-trigger KEESA and absence of tax gross-ups reduce governance risk .
- Selling pressure: Recent Form 4s reflect RSU vesting and tax withholding rather than discretionary selling; one-year holding policy (net of taxes) further limits near-term selling pressure .
- Execution risk: Bonus metrics (ROE, NIW, IIF) and ABV goals require sustained operational and capital performance through 2027; prior 2022 ABV awards vested at 200%, indicating past outperformance but future payouts remain contingent .