Salvatore A. Miosi
MGIC INVESTMENTAbout Salvatore A. Miosi
Salvatore A. Miosi is President and Chief Operating Officer of MGIC Investment Corporation (MTG) and MGIC, serving in this role since 2019; he joined the company in 1988 and previously led Business Strategy & Operations and Marketing, reflecting deep operating, technology, and go‑to‑market experience . He is 58 years old as of February 26, 2025 (age disclosed in MTG’s 2024 Form 10‑K) . Under his leadership, MTG delivered strong performance: stock price rose 23% in 2024 and 48% in 2023, GAAP book value per share grew 12% in 2024, ROE was 14.3% in 2024, NIW reached $57.0B, and IIF hit a record $295.4B; the company returned ~$698M to shareholders in 2024 via buybacks and dividends, repurchasing ~9.3% of shares and paying $0.49 per share in dividends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGIC Investment Corporation | President & COO | 2019–present | Senior leadership of operations; enterprise execution across underwriting, servicing and strategy |
| MGIC Investment Corporation | EVP – Business Strategy & Operations | 2017–2019 | Enterprise business strategy and operations leadership |
| MGIC Investment Corporation | SVP – Business Strategy & Operations | 2015–2017 | Operations and strategic initiatives oversight |
| MGIC Investment Corporation | VP – Marketing | 2004–2015 | Led marketing during multiple housing cycles |
External Roles
No public company directorships or external roles disclosed for Miosi in MTG’s filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $716,154 | $731,769 | $758,000 |
| Target Bonus Multiple (x base) | 1.35x | 1.35x | 1.35x |
| Actual Bonus Paid ($) | $1,312,076 | $1,138,111 | $1,386,572 |
Notes:
- 2024 bonus opportunities allowed payouts from 0–200% of target; actual awards are shown in the SCT .
- Base salary progression disclosed in CD&A and SCT .
Performance Compensation
Annual Bonus – 2024 Plan Design and Outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Payout % | Weighted Score |
|---|---|---|---|---|---|---|---|
| Return on Equity (ROE) | 45% | 8.0% | 11.4% | 17.0% | 14.3% | 151.8% | 68.3% |
| New Insurance Written (NIW) | 15% | $33.4B | $53.1B | $93.5B | $57.0B | 109.7% | 16.4% |
| Insurance In Force (IIF) | 15% | $268.6B | $288.0B | $307.2B | $295.4B | 138.5% | 20.8% |
| Strategic Objectives (Transformation, Capital, Sustainability) | 25% | — | Target | — | Above Target | 120.0% | 30.0% |
| Total Bonus % for NEOs | 100% | — | — | — | — | 135.5% | 135.5% |
Design features:
- Financial metrics (ROE 45%, NIW 15%, IIF 15%) plus strategic objectives (25%) .
- Linear interpolation between thresholds; Committee discretion ±10pp not used for 2024 .
Long‑Term Equity – RSU Grants and Performance Goals
| Grant Year | Grant Date | Award Type | Target RSUs (#) | Threshold (#) | Max (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 2/2/2024 | Performance RSUs (ABV growth) | 106,008 | 26,502 | 212,016 | 2,100,019 | Cliff vest Feb 2027 subject to 3‑yr cumulative ABV goal |
| 2023 | 2/3/2023 | Performance RSUs (ABV growth) | 148,201 | — | — | 2,100,008 | Cliff vest Feb 2026; ABV growth schedule |
| 2022 | 2/4/2022 | Performance RSUs (ABV growth) | 133,248 | — | — | 2,060,014 | Cliff vested Feb 2025 at 200% of target |
ABV Growth Goals (compound annual growth / $ per share):
| Award Cohort | Threshold | Target | Maximum | Actual vs Goal |
|---|---|---|---|---|
| 2024 RSUs (3‑yr cum.) | 2.71% / $1.65 | 9.90% / $6.47 | ≥14.00% / ≥$9.52 | In progress (2024 partial growth $2.80) |
| 2023 RSUs (3‑yr cum.) | 2.64% / $1.42 | 9.86% / $5.69 | 13.00% / >$7.73 | Cumulative through 2024: $4.99 |
| 2022 RSUs (3‑yr cum.) | 3.30% / $1.51 | 12.08% / $6.04 | 14.00% / >$7.13 | Vested at 200% (actual $7.36) |
Notes:
- 100% of 2024 awards for Miosi are performance‑based RSUs with ABV growth goals; dividends accrue and are paid at vest on vested shares .
- MTG is shifting to a 60% performance / 40% time‑based RSU mix beginning in 2025 for executives, enhancing retention while keeping majority performance‑based .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares owned directly | 306,486 |
| Shares owned indirectly | 384,844 |
| Total beneficially owned | 691,330 |
| RSUs outstanding (performance) | 520,705 (unearned units at 12/31/24) |
| RSUs held (counted in “underlying units” presentation) | 336,499 |
| Total shares + underlying units | 1,027,829 |
| Ownership as % of class | <1% (table marks “*”) |
Policies and alignment:
- Stock ownership guidelines: President/EVPs must hold stock ≥3x base salary; all NEOs met guidelines as of 12/31/24; non‑CEO multiples ranged ~5.6x–17.2x base salary .
- Post‑vesting holding: For 2024 and prior grants, must hold the lower of 25% of vested shares or 50% of net shares for one year; beginning with 2025 grants, must hold 100% of net vested shares for one year .
- Hedging/pledging prohibited; pre‑clearance required for trades; no margin accounts and no pledging of company securities permitted .
Vesting and realized value:
- Shares vested in 2024: 312,014; value realized $6,514,852 .
- Outstanding performance RSUs for Miosi at 12/31/24 (subject to future vest based on ABV goals): 520,705 .
Employment Terms
Key Executive Employment and Severance Agreement (KEESA) and Severance Plan:
- Double‑trigger change‑in‑control protection: cash paid only upon a qualifying termination within 3 years after a change‑in‑control; equity vests upon CoC only if awards are not assumed/replaced; otherwise requires qualifying termination .
- Cash multiple: 2× the sum of base salary + target bonus + certain retirement/plan contributions (subject to cut‑back to avoid excise tax if economically favorable) .
- Non‑compete & non‑solicit: 12 months post‑termination under KEESA; confidentiality obligations apply .
- Severance Plan (adopted 2024): materially similar CoC benefits; non‑CoC qualifying termination provides continued/accelerated vesting on a pro‑rata basis and benefits cash in lieu; KEESA supersedes if more favorable .
Illustrative potential payouts (as of 12/31/24):
| Scenario | Total ($) | Cash ($) | Accelerated Equity ($) | Continued Vesting ($) | Other Benefits ($) |
|---|---|---|---|---|---|
| Qualifying termination (no CoC) | 16,289,920 | 1,781,300 | — | 14,395,435 | 113,185 |
| CoC + qualifying termination | 20,612,050 | 4,363,543 | 16,072,084 | — | 176,423 |
| Disability | 12,345,916 (continued vesting) | — | — | 12,345,916 | — |
| Death | 9,186,605 (accelerated equity) | — | 9,186,605 | — | — |
Retirement and pension:
- Pension Plan present value (12/31/24): Qualified $2,519,645; SERP $263,499 .
- Legacy participants (including Miosi) accrued under prior plan components; early retirement and immediate payment amounts disclosed; continued vesting available subject to retirement conditions (age/service and non‑compete) .
Compensation Structure Analysis
- Strong pay‑for‑performance: 2024 bonus funded at 135.5% on ROE/NIW/IIF and strategic execution; long‑term awards vest on multi‑year ABV per share growth (2022 cohort vested 200%) .
- Mix in 2024: For Miosi, long‑term equity 100% performance‑based RSUs with cliff vesting; perquisites modest ($0–$5,200 range for NEOs generally) .
- 2025 program shift: Introducing 60% performance / 40% time‑based RSUs to enhance retention and expense stability; implies a slight increase in guaranteed equity relative to prior all‑performance approach .
- Governance safeguards: No tax gross‑ups; clawback policy aligned with SEC/NYSE rules covering incentive‑based comp (and service‑based at Committee discretion) .
Say‑On‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval: >98% support in 2022, 2023, and 2024, indicating strong investor endorsement of exec pay design .
- Benchmarking peers: Mortgage insurers and housing/real estate‑exposed financials; 2024 peer group maintained into 2025; MTG ranked 91st percentile by market cap and ~35th percentile by revenue vs 2024 peers .
- Equity plan provisions: No options repricing or single‑trigger vesting if awards assumed; dividends not paid on RSUs before vesting .
Investment Implications
- Alignment: Miosi’s compensation is tightly linked to financial outcomes (ROE, NIW, IIF) and long‑term ABV growth; 100% performance RSUs for 2024 and robust ownership/holding policies strengthen alignment and temper immediate selling pressure .
- Retention vs risk: 2025 move to include time‑based RSUs improves retention but modestly raises non‑performance equity; monitoring future equity mix and ABV targets is prudent .
- Change‑of‑control economics: Double‑trigger and cut‑back provisions reduce windfall risk; non‑compete/non‑solicit covenants help protect franchise value in transitions .
- Execution track record: Multi‑year achievements (book value growth, net income, record IIF, strong ROE) under current leadership support confidence in operational execution through cycles; continued capital returns (buybacks/dividends) complement ABV‑linked incentives .