Timothy J. Mattke
MGIC INVESTMENTAbout Timothy J. Mattke
Timothy J. Mattke is Chief Executive Officer of MGIC Investment Corporation and has served as a director since 2019; he previously served as EVP & CFO (2014–2019), Controller (2009–2014), and held other Accounting/Finance roles after joining MGIC in 2006, following prior employment at PricewaterhouseCoopers LLP; age 49 as of March 21, 2025 . Under his leadership, MTG reported 2024 net income of $763 million on revenues of $1.2 billion, ROE of 14.3%, a 23% stock price increase, and 12% growth in GAAP book value per share, while returning ~$698 million via buybacks and dividends; adjusted net operating EPS rose to $2.91 . Long-term incentives are directly tied to cumulative adjusted book value per share growth, and annual bonuses are driven by ROE, NIW, IIF, and strategic business objectives, aligning pay with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGIC Investment Corporation | Chief Executive Officer | 2019–Present | Led 2024 stock price growth of 23%, 12% GAAP book value per share growth, and capital returns of ~$698 million; strengthened ROE to 14.3% . |
| MGIC Investment Corporation | EVP & Chief Financial Officer | 2014–2019 | Financial acumen and leadership through mortgage cycle; positioned company for capital strength . |
| MGIC Investment Corporation | Controller | 2009–2014 | Built robust financial reporting foundation and control environment . |
| MGIC Investment Corporation | Accounting/Finance roles | 2006–2009 | Deepened operational finance expertise ahead of senior roles . |
| PricewaterhouseCoopers LLP | Prior employment | Pre-2006 | External audit background; strengthened accounting discipline . |
External Roles
No external public company directorships disclosed for Mr. Mattke; he serves solely as MTG’s CEO and a director .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $950,000 | $1,000,000 | $1,050,000 |
| Actual Bonus Paid ($) | $1,920,900 | $1,720,500 | $2,489,813 |
| CEO salary actually paid ($) | $938,462 | $988,462 | $1,042,308 |
| Pay-mix note | Performance-based comp was 87% of 2024 target TDC | — | — |
2024 bonus opportunity (multiple of base salary): Threshold 0.875x; Target 1.75x; Maximum 3.50x . The Compensation Committee raised CEO bonus opportunity in 2024 to align with peers .
Performance Compensation
2024 Annual Bonus – Metrics and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | % Earned | Weighted Score |
|---|---|---|---|---|---|---|---|
| ROE (%) | 45% | 8.0% | 11.4% | 17.0% | 14.3% | 151.8% | 68.3% |
| NIW ($B) | 15% | $33.4 | $53.1 | $93.5 | $57.0 | 109.7% | 16.4% |
| IIF ($B) | 15% | $268.6 | $288.0 | $307.2 | $295.4 | 138.5% | 20.8% |
| Strategic Objectives | 25% | N/A | N/A | N/A | Above target | 120.0% | 30.0% |
| Total Payout | — | — | — | — | — | 135.5% | — |
2024 strategic achievements included capital strength (AM Best upgrade to A, $750M subsidiary dividends to MTG, 9.3% share repurchases), operational transformation, and sustainability/human capital initiatives .
Long-Term Equity Awards (LTI) – Design and 2024 Grants
2024 LTI awards for the CEO were 100% performance-based RSUs, cliff-vesting after three years based on 3-year cumulative ABV per share growth .
| 2024 ABV Growth Goal | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| Required ABV growth ($/share) | < $1.65 | $1.65 | $6.47 | ≥ $9.52 |
| CAGR (%) | < 2.71% | 2.71% | 9.90% | ≥ 14.00% |
2024 CEO grant specifics (Plan-Based Awards):
| Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs – Cliff Performance-Vest (grant 2/2/2024) | 66,255 | 265,018 | 530,036 | $5,250,007 |
Outstanding and vesting history:
- Unvested performance RSUs outstanding at 12/31/2024: 1,135,343 units (market value $26,918,983 at $23.71 close) .
- 2022 performance RSUs vested at 200% of target based on ABV growth (12.08% CAGR target; actual exceeded), with final vesting certified in Feb 2025 .
- Shares acquired on vesting in 2024: 546,022 shares; value realized $11,400,939 .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Shares owned directly | 1,157,909 |
| RSUs held (not settled within 60 days of record date) | 823,599 |
| Total beneficial + underlying units | 1,981,508 |
| Percent of class | <1% (individual directors under 1%) |
| Unearned RSUs outstanding (12/31/2024) | 1,135,343 |
| Market value of unearned RSUs (12/31/2024 close $23.71) | $26,918,983 |
| Ownership guideline | 6× base salary for CEO |
| Compliance status | CEO at ~20× base salary as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors/officers; pre-clearance required |
| Post-vesting hold requirement | One-year hold on vested shares: lower of 25% of vested shares or 50% of net-of-tax shares; 100% net-of-tax one-year hold for 2025 grants |
No options outstanding; dilution and overhang remain modest under shareholder-approved long-term plans with no repricing and no dividends on unvested RSUs .
Employment Terms
| Scenario (as of 12/31/2024) | Total ($) | Cash Payment ($) | Accelerated Vesting ($) | Continued/Other Benefits ($) |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | 43,629,405 | 5,775,000 | — | 161,077 |
| Change-in-Control with Qualifying Termination (double-trigger) | 43,276,125 | 7,154,025 | 35,916,477 | 205,623 |
| Disability | 26,918,983 | — | 26,918,983 | — |
| Death | 20,784,423 | — | 20,784,423 | — |
Key terms:
- KEESA and Executive Severance Plan provide double-trigger CIC benefits; cash severance equals 2× (base salary + target bonus) plus pension/profit-sharing accrual component; pro rata bonus; equity vests per greater of target/performance-through-date/forecast; 24 months life/health continuation (CIC) or lump-sum benefits in lieu (18 months CEO; 12 months others); outplacement and up to $10,000 for tax/legal/accounting; 12-month non-compete/non-solicit; no excise tax gross-ups (cut-back to avoid 280G if economically favorable) .
- Equity is assumed/replaced in CIC where possible; otherwise performance RSUs vest at target or better; no automatic vesting if awards are properly substituted; Section 409A constraints respected .
Board Governance
- Board service: Director since 2019; Executive Committee Chair; not independent (CEO) .
- Board meeting attendance: All directors elected in 2024 attended ≥75% of Board/committee meetings; directors were expected at the Annual Meeting and attended .
- Leadership structure: Non-executive Chairman (former CEO) and Lead Independent Director with authority for executive sessions (at least twice per year), agenda setting, and shareholder communication; supports independent oversight of a CEO-director .
- Director compensation: CEO receives no additional compensation for service as director .
Performance & Track Record
- 2024 results: Net income $763.0M; revenues $1.2B; adjusted net operating income $768.5M; ROE 14.3%; NIW $57.0B; IIF year-end $295.4B (record); stock price up 23%; GAAP book value per share +12%; ~$698M returned via repurchases and dividends .
- Strategic execution: Expanded reinsurance (quota share, excess-of-loss, recapture of seasoned transactions); capital strength recognized by AM Best upgrade (MGIC FSR A to A-); sustained operational transformation and customer experience enhancements .
- Pay versus performance disclosure shows compensation actually paid tracking TSR and ABVS growth over 2020–2024, indicating alignment; ABVS growth highlighted as company-selected measure for LTI vesting .
Compensation Committee & Peer Benchmarking
- MDNG Committee (independent) oversees CEO pay goals, annual evaluation, succession, and governance; 2024 MDNG members: Kozlak (Chair), Thompson, Zandi .
- Independent consultant Frederic W. Cook & Co. advises on program design, peer group, clawback, stock ownership guidelines, and 2025 Omnibus Plan; assessed as independent by the Committee .
- Benchmarking peer groups include mortgage insurers and residential real estate-exposed financials (e.g., Essent, Arch, Enact, Radian, Mr. Cooper, PennyMac); target TDC set near median, with pay-for-performance variability for bonus and LTI .
- Say-on-Pay support exceeded 98% at the 2022–2024 Annual Meetings, reflecting shareholder endorsement of the program .
Performance Compensation – Detailed Tables
CEO Summary Compensation (2012–2024 snapshot)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 938,462 | 988,462 | 1,042,308 |
| Stock Awards ($) | 4,000,012 | 5,000,012 | 5,250,007 |
| Non-Equity Incentive ($) | 1,920,900 | 1,720,500 | 2,489,813 |
| Pension change/def comp ($) | — | 239,989 | — |
| All Other Comp ($) | 26,700 | 35,050 | 47,584 |
| Total ($) | 6,886,074 | 7,984,013 | 8,829,712 |
CEO Base Salary Progression (committee-approved levels)
| Year | Base Salary ($) |
|---|---|
| 2022 | 950,000 |
| 2023 | 1,000,000 |
| 2024 | 1,050,000 |
2024 CEO RSU Grants (Plan-Based)
| Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs – Cliff Perf-Vest | 66,255 | 265,018 | 530,036 | 5,250,007 |
Outstanding Equity Awards (12/31/2024)
| Category | Units (#) | Market Value ($) |
|---|---|---|
| Unvested Performance RSUs | 1,135,343 | 26,918,983 |
Shares Vested in 2024
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 546,022 | 11,400,939 |
Employment Terms – Additional Detail
- KEESA employment period: three years post-CIC; base salary and bonus opportunities maintained at least at pre-CIC levels; annual equity grants comparable to year-of-CIC or prior-year value/vesting; confidentiality and 12-month restrictive covenants apply .
- Severance Plan adopted July 2024 for non-CIC terminations; provides lump-sum severance equal to 2× (CEO) of base+target bonus, pro rata bonus, equity prorated vesting (CEO deemed +2 years), benefits continuation in cash, and outplacement; no excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment is strong: bonuses and LTI tied to ROE/NIW/IIF/ABVS; 2024 bonus payout at 135.5% was driven by above-target ROE and IIF, with strategic execution above target, and 2022 LTI paid out at 200%, signaling multi-year value creation execution .
- Insider selling pressure mitigants: one-year post-vesting hold; anti-hedging/pledging; majority performance-based equity; however, significant unearned RSUs ($26.9M at year-end) and large 2024 vest ($11.4M realized) can create periodic liquidity events after hold windows; watch Form 4s around February vesting cycles .
- Retention risk appears contained: market-competitive pay near peer median, robust equity mix, formal Severance Plan and KEESA protections, and clear succession oversight by MDNG; no excise tax gross-ups and cut-back provisions reduce shareholder risk of excessive CIC payouts .
- Governance mitigants for CEO-director dual role: non-executive Chairman, empowered Lead Independent Director, independent committee chairs, and regular executive sessions support independent oversight .
- Shareholder support: >98% Say-on-Pay approvals (2022–2024) reduce near-term compensation risk and reflect investor endorsement of program structure .