Paula C. Maggio
MGIC INVESTMENTAbout Paula C. Maggio
Executive Vice President, General Counsel and Secretary at MGIC Investment Corporation (MTG). Joined MGIC in 2018 and has served in her current role since then; age 56 as of February 26, 2025, with ~7 years of tenure at MGIC . Prior roles include EVP/GC/Secretary at Retail Properties of America (2016–2018) and Strategic Hotels & Resorts (2012–2015), plus senior legal leadership at SHR since 2000; earlier private practice (1994–2000) . Company performance during her tenure includes net income of $763M on $1.2B revenues in 2024 and $712.9M on $1.2B revenues in 2023; stock price rose 23% in 2024 and 48% in 2023; adjusted net operating income per diluted share was $2.91 (2024) and $2.53 (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Retail Properties of America, Inc. | EVP, General Counsel & Secretary | 2016–2018 | Led public company legal, governance, and securities compliance as GC/Secretary |
| Strategic Hotels & Resorts, Inc. | EVP, General Counsel & Secretary | 2012–2015 | Oversaw legal/compliance through ownership and capital markets cycles |
| Strategic Hotels & Resorts, Inc. | Senior legal leadership roles | 2000–2012 | Built corporate legal capabilities across M&A, governance, and operations |
| Private practice | Attorney | 1994–2000 | Corporate/securities practice foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in MTG filings | — | — | No public company board service disclosed in 10-K/proxy |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 591,154 | 612,846 | 633,077 |
| All Other Compensation ($) | 26,700 | 35,050 | 37,200 |
| Change in Pension Value ($) | 32,245 | 22,006 | 8,539 |
| Total Compensation ($) | 2,487,558 | 2,427,612 | 2,590,606 |
| Bonus Opportunity (Multiple of Base Salary) | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| 2023 Plan | 0.00x | 0.50x | 1.00x | 2.00x |
| 2024 Plan | 0.00x | 0.50x | 1.00x | 2.00x |
Performance Compensation
Annual Bonus – Payouts
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Actual Bonus Paid ($) | 807,452 | 707,699 | 861,780 |
Annual Bonus – 2024 Plan Mechanics and Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Percent Earned | Weighted Score |
|---|---|---|---|---|---|---|---|
| ROE | 45% | 8.0% | 11.4% | 17.0% | 14.3% | 151.8% | 68.3% |
| New Insurance Written ($B) | 15% | 33.4 | 53.1 | 93.5 | 57.0 | 109.7% | 16.4% |
| Insurance in Force ($B) | 15% | 268.6 | 288.0 | 307.2 | 295.4 | 138.5% | 20.8% |
| Strategic Objectives | 25% | — | — | — | Above Target | 120.0% | 30.0% |
| Total | 100% | — | — | — | — | — | 135.5% |
• Notes: MDNG Committee made no discretionary adjustment to the 135.5% preliminary bonus result .
Long-Term Equity – Grant Design and Paula’s Grants
| Grant Year | Grant Date | Type | Target Units (Paula) | Vesting Schedule | Performance Goal (3-yr cumulative ABV per share growth) | Vesting Determination |
|---|---|---|---|---|---|---|
| 2022 | 2/4/2022 | RSUs – Cliff Perf. Vest | 66,624 | Cliff vest after 3 years | Threshold: $1.51; Target: $6.04; Max: ≥$7.13 | Final vesting: 200% of target (achieved) |
| 2023 | 2/3/2023 | RSUs – Cliff Perf. Vest | 74,101 | Cliff vest after 3 years | Threshold: $1.42; Target: $5.69; Max: ≥$7.73 | In-progress; ABV growth as of 2024: $4.99 |
| 2024 | 2/2/2024 | RSUs – Cliff Perf. Vest | 53,004 | Cliff vest after 3 years | Threshold: $1.65; Target: $6.47; Max: ≥$9.52 | In-progress; ABV growth as of 2024: $2.80 |
• All NEO performance RSUs vest 0–200% based on linear interpolation vs goals; no dividend payments until vesting (dividends paid at vesting) .
• Beginning 2025, MTG shifted executive LTI mix to 60% performance RSUs / 40% time-based RSUs to align with peers and support retention; time-based RSUs vest in three annual installments (first in Feb 2026) .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Common Stock Owned Directly (Mar 10, 2023) | 110,422 shares |
| Restricted Stock Units (underlying) (Mar 10, 2023) | 218,729 units |
| Total Beneficial + Underlying Units (Mar 10, 2023) | 329,151 units; <1% of class |
| Unvested Performance RSUs Outstanding (Dec 31, 2024) | 260,353 units; market value $6,172,970 at $23.71 |
| 2024 Vested Shares (Value Realized) | 156,008 shares; $3,257,447 |
| Stock Ownership Guidelines | CEO: 6x salary; President/EVPs: 3x salary; SVPs: 1x salary |
| Compliance Status (Dec 31, 2024) | All 2024 NEOs met guidelines; ranges 5.6–17.2x salary |
| Post-Vest Holding Requirement | For 2024 and prior grants: hold for 1 year the lower of 25% of vested shares or 50% of net shares received; for 2025 grants: 100% of net shares for 1 year |
| Hedging/Pledging | Prohibited for directors/officers: no hedging, short sales, margin accounts, or pledging |
Employment Terms
| Provision | Key Terms |
|---|---|
| KEESA (Change-in-Control) | Double-trigger cash severance: 2× (base salary + target bonus + retirement accruals/matching) if termination within 3 years post-CIC; non-compete and non-solicit for 12 months; benefits continuation; no excise tax gross-up; cut-back applies if beneficial |
| Equity Treatment at CIC | RSUs vest only if awards are not assumed/ replaced; otherwise follow plan; double-trigger vesting on CIC + qualifying termination |
| Executive Severance Plan (adopted 2024) | Materially similar CIC benefits to KEESA; applies to new/promoted officers; existing KEESA governs unless Plan is more favorable |
| Potential Payments (Paula, as of Dec 31, 2024) | Qualifying termination w/o CIC: $8,570,722 total ($1,272,000 cash; $7,197,737 continued vesting; $100,985 benefits) ; Qualifying termination with CIC: $11,254,122 total ($3,069,960 cash; $8,036,078 accelerated vesting; $148,084 benefits) ; Disability: $6,172,970 continued vesting ; Death: $4,593,315 accelerated vesting |
| Grant Timing Policy | Equity grants occur on the 2nd business day after earnings release; no options granted to NEOs in 2024 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,174,609,000* | 1,167,291,000* | 1,215,447,000* |
| EBITDA ($) | 1,232,539,000* | 974,364,000* | 1,022,747,000* |
• Values retrieved from S&P Global*.
• Net income: $712.9M (2023) and $763.0M (2024) .
• Adjusted net operating income/diluted share: $2.53 (2023) and $2.91 (2024) .
• TSR: Stock price increased 48% (2023) and 23% (2024) .
• Business execution highlights: 2024 NIW $57.0B (↑ from $47.8B), record IIF $295.4B, ROE 14.3%, ABV/share growth goals drive LTI vesting .
Compensation Governance, Peer Group, and Say-on-Pay
- Compensation design emphasizes at-risk pay: 2024 mix features majority performance-based; company-wide, CEO 87% at-risk; other NEOs averaged 74% .
- 2025 LTI mix updated to include 40% time-based RSUs to align with market practice and retention; performance RSUs remain majority (60%) .
- Clawback policy (2023/2025 updates) covers cash bonuses and equity; Dodd-Frank compliant; may seek recovery of service-based equity in restatement contexts .
- Benchmarking peer group spans mortgage insurers and residential real estate financials (e.g., Essent, Enact, Radian, Arch, Assured Guaranty, Mr. Cooper, First American, PennyMac, Stewart, Walker & Dunlop) .
- Say-on-Pay support: >98% support at 2022–2024 meetings; >95% at 2021–2023 .
Risk Indicators & Red Flags
- Pledging/hedging prohibited for insiders (alignment positive) .
- No excise tax gross-ups; CIC benefits double-trigger only (shareholder-friendly) .
- Low perquisites ($0–$5,200 in 2024 for NEOs; modest overall) .
- Equity grant timing policy mitigates opportunistic timing concerns .
- Dilution/burn rate below peer medians (0.4% of shares under 2020 plan in 2024) .
Performance Compensation Details (Metric Weighting/Targets)
| Metric | Weight | 2024 Target | 2024 Actual | Payout Linkage |
|---|---|---|---|---|
| ROE | 45% | 11.4% | 14.3% | 151.8% of metric (weighted 68.3%) |
| NIW | 15% | $53.1B | $57.0B | 109.7% of metric (weighted 16.4%) |
| IIF | 15% | $288.0B | $295.4B | 138.5% of metric (weighted 20.8%) |
| Strategic Objectives | 25% | Qualitative | Above Target | 120% of metric (weighted 30%) |
Investment Implications
- Pay-for-performance alignment: Paula’s variable pay is directly tied to ROE, NIW, IIF and multi-year ABV/share growth; her 2024 bonus reflects strong ROE and record IIF, with LTI vesting calibrated to rigorous ABV growth hurdles (2022 grant paid at 200%) .
- Insider selling pressure: Cliff-vesting and one-year post-vest holding requirements, plus no pledging/hedging, reduce near-term selling pressure despite material RSU vesting (Paula realized $3.26M from 2024 vesting) .
- Retention/CIC protections: Double-trigger severance and equity treatment, 12-month non-compete, and 2025 introduction of time-based RSUs for executives improve retention while maintaining shareholder safeguards (no tax gross-ups/cut-backs) .
- Governance signals: Strong say-on-pay support (>95–98%), modest perqs, clawback policy, and disciplined grant timing support investor confidence in compensation and governance quality .