MGIC INVESTMENT CORP
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
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Mar 22, 2024 · Filed Mar 22, 2024
Contents
A - 1 Appendix A
APPENDIX A -— GLOSSARY
Glossary of Terms and Acronyms
| Term | Description |
|---|---|
| ABVS | Adjusted Book Value per Share. |
| ASC | Accounting Standards Codification. |
| Benchmarking Peers | The peer group used by the MDNG Committee to benchmark executive compensation. |
| CAP | Compensation Actually Paid. |
| CD&A | Compensation Discussion & Analysis. |
| MDNG Committee | The Management Development, Nominating and Governance Committee of our Board. |
| Compensation Consultant | Frederic W. Cook & Co., the MDNG Committee’s independent compensation consultant. |
| CS | Corporate Sustainability. |
| EVP | Executive Vice President. |
| FASB | Financial Accounting Standards Board. |
| GAAP | Generally Accepted Accounting Principles in the United States. |
| IIF | Insurance in Force. |
| MGIC | Our wholly-owned subsidiary, Mortgage Guaranty Insurance Corporation. |
| Named Executive Officers | Our chief executive officer, our chief financial officer and our three other most highly compensated executive officers. The NEOs are the officers listed in the SCT. |
| NEOs | Named Executive Officers. |
| NIW | New Insurance Written. |
| NYSE | New York Stock Exchange. |
| ROE | Return on Equity. |
| RSUs | Restricted Stock Units. |
| SCT | Summary Compensation Table that appears on page 53. |
| SERP | Supplemental Executive Retirement Plan. |
| TSR | Total Shareholder Return. |
| TDC | Total direct compensation, which consists of base salary, bonus (or non-equity incentive compensation) and equity awards (valued at their grant date value reported in the SCT). |
A - 1│ MGIC Investment Corporation – 2024 Proxy Statement
Explanation and Reconciliation of Our Use of Non-GAAP Financial Measures
Non-GAAP Financial Measures
We believe that use of the Non-GAAP measures of adjusted pre-tax operating income (loss), adjusted net operating income (loss) and adjusted net operating income (loss) per diluted share facilitate the evaluation of the company's core financial performance thereby providing relevant information to investors. These measures are not recognized in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance.
Adjusted pre-tax operating income (loss) is defined as GAAP income (loss) before tax, excluding the effects of net realized investment gains (losses), gain and losses on debt extinguishment, and infrequent or unusual non-operating items, where applicable.
Adjusted net operating income (loss) is defined as GAAP net income (loss) excluding the after-tax effects of net realized investment gains (losses), gain and losses on debt extinguishment, and infrequent or unusual non-operating items, where applicable. The amounts of adjustments to components of pre-tax operating income (loss) are tax effected using a federal statutory tax rate of 21%.
Adjusted net operating income (loss) per diluted share is calculated in a manner consistent with the accounting standard regarding earnings per share, by dividing (i) adjusted net operating income (loss) after making adjustments for interest expense on convertible debt, whenever the impact is dilutive, by (ii) diluted weighted average common shares outstanding, which reflects share dilution from unvested restricted stock units and from convertible debt when dilutive under the "if-converted" method.
Although adjusted pre-tax operating income (loss) and adjusted net operating income (loss) exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items represent items that are: (1) not viewed as part of the operating performance of our primary activities; or (2) impacted by both discretionary and other economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, along with the reasons for their treatment, are described below. Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these adjustments. Other companies may calculate these measures differently. Therefore, their measures may not be comparable to those used by us.
(1)Net realized investment gains (losses). The recognition of net realized investment gains or losses can vary significantly across periods as the timing of individual securities sales is highly discretionary and is influenced by such factors as market opportunities, our tax and capital profile, and overall market cycles.
(2)Gains and losses on debt extinguishment. Gains and losses on debt extinguishment result from discretionary activities that are undertaken to enhance our capital position, improve our debt profile, and/or reduce potential dilution from our outstanding convertible debt.
(3)Infrequent or unusual non-operating items. Items that are non-recurring in nature and are not part of our primary operating activities.
MGIC Investment Corporation – 2024 Proxy Statement │B - 1
RECONCILIATION OF NON-GAAP MEASURES — APPENDIX B
| Non-GAAP reconciliations | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Income before tax / Net income to Adjusted pre-tax operating income / Adjusted net operating income: | |||||||||||||
| Years Ended December 31, | |||||||||||||
| 2023 · 2022 · 2021 | |||||||||||||
| (in thousands) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) | |||||||||||||
| Income before tax / Net income | $902,229 | $189,280 | $712,949 | $1,090,034 | $224,685 | $865,349 | $801,777 | $166,794 | $634,983 | ||||
| Adjustments: | |||||||||||||
| Net realized investment (gains) losses | 14,549 | 3,055 | 11,494 | 9,745 | 2,046 | 7,699 | (7,009) | (1,472) | (5,537) | ||||
| Loss on debt extinguishment | — | — | — | 40,199 | 8,442 | 31,757 | 36,914 | 7,752 | 29,162 | ||||
| Adjusted pre-tax operating income / Adjusted net operating income | $916,778 | $192,335 | $724,443 | $1,139,978 | $235,173 | $904,805 | $831,682 | $173,074 | $658,608 | ||||
| Reconciliation of Net income per diluted share to Adjusted net operating income per diluted share: | |||||||||||||
| Years Ended December 31, | |||||||||||||
| 2023 · 2022 · 2021 | |||||||||||||
| Weighted average diluted shares outstanding (in thousands) | 287,155 | 311,229 | 351,308 | ||||||||||
| Net income per diluted share | $2.49 | $2.79 | $1.85 | ||||||||||
| Net realized investment (gains) losses | 0.04 | 0.02 | (0.02) | ||||||||||
| Loss on debt extinguishment | — | 0.10 | 0.08 | ||||||||||
| Adjusted net operating income per diluted share | $2.53 | $2.91 | $1.91 | ||||||||||
B - 2 │ MGIC Investment Corporation – 2024 Proxy Statement
| Non-GAAP reconciliations | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Income before tax / Net income to Adjusted pre-tax operating income / Adjusted net operating income: | |||||||||||||
| Years Ended December 31, | |||||||||||||
| 2020 · 2019 · 2018 | |||||||||||||
| (in thousands) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) | |||||||||||||
| Income before tax / Net income | $559,263 | $113,170 | $446,093 | $847,977 | $174,214 | $673,763 | $844,150 | $174,053 | $670,097 | ||||
| Adjustments: | |||||||||||||
| Additional income tax benefit (provision) related to IRS litigation | — | — | — | — | — | — | — | 2,462 | (2,462) | ||||
| Net realized investment (gains) losses | (13,245) | (2,781) | (10,464) | (5,108) | (1,073) | (4,035) | 1,353 | 284 | 1,069 | ||||
| Loss on debt extinguishment | 26,736 | 5,615 | 21,121 | — | — | — | — | — | — | ||||
| Adjusted pre-tax operating income / Adjusted net operating income | $572,754 | $116,004 | $456,750 | $842,871 | $173,141 | $669,728 | $845,503 | $176,799 | $668,704 | ||||
| Reconciliation of Net income per diluted share to Adjusted net operating income per diluted share: | |||||||||||||
| Years Ended December 31, | |||||||||||||
| 2020 · 2019 · 2018 | |||||||||||||
| Weighted average diluted shares outstanding (in thousands) | 359,293 | 373,924 | 386,078 | ||||||||||
| Net income per diluted share | $1.29 | $1.85 | $1.78 | ||||||||||
| Additional income tax benefit (provision) related to IRS regulation | — | — | (0.01) | ||||||||||
| Net realized investment (gains) losses | (0.03) | (0.01) | — | ||||||||||
| Loss on debt extinguishment | 0.06 | — | — | ||||||||||
| Adjusted net operating income per diluted share (1) | $1.32 | $1.84 | $1.78 | ||||||||||
(1) For the year ended December 31, 2018, the reconciliation of net income per diluted share to adjusted net operating income per diluted share does not foot due to rounding of the adjustments.
MGIC Investment Corporation – 2024 Proxy Statement │B - 3
RECONCILIATION OF NON-GAAP MEASURES — APPENDIX B
Reconciliation of Book Value per Share to Adjusted Book Value (ABV) per Share
Following is the reconciliation of book value per share to ABV per share used in determining vesting of each of the 2023, 2022 and 2021 equity awards.
| Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2023 Equity Awards | ||
|---|---|---|
| (In thousands, except per share amounts) | 2023 | 2022 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 |
| Divided by Shares Outstanding | 272,494 | 293,433 |
| Book Value per Share | $18.61 | $15.82 |
| Adjusted Book Value for 2023 Equity Awards (from below) | $5,856,378 | $5,124,251 |
| Divided by Shares Outstanding (from below) | 294,167 | 293,433 |
| Adjusted Book Value per Share for 2023 Equity Awards | $19.91 | $17.46 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 |
| Common Stock Repurchases | 343,819 | — |
| Dividends | 124,261 | — |
| Accumulated Other Comprehensive (Income) Loss | 316,281 | 481,511 |
| Adjusted Book Value for 2023 Equity Awards | $5,856,378 | $5,124,251 |
| Shares Outstanding | 272,494 | 293,433 |
| Common Stock Repurchases | 21,673 | — |
| Adjusted Shares Outstanding | 294,167 | 293,433 |
The grant documents and the Omnibus Incentive Plan for the 2023 equity awards provide for certain specific eliminations in arriving at adjusted book value per share, as follows:
Accumulated Other Comprehensive Income (Loss)
Certain Litigation Settlements / Judgments
Repurchases of Common Stock
Repurchases of Debt
Adjustments for Changes in Tax Laws
Adjustments for Changes in Accounting Principle
Dividends
In addition, the Omnibus Incentive Plan allows the MDNG Committee to revise the performance goals if significant events occur during a performance period that the MDNG Committee expects will have a substantial effect on the performance goals.
B - 4 │ MGIC Investment Corporation – 2024 Proxy Statement
| Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2022 Equity Awards | |||
|---|---|---|---|
| (In thousands, except per share amounts) | 2023 | 2022 | 2021 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 | $4,861,382 |
| Divided by Shares Outstanding | 272,494 | 293,433 | 320,336 |
| Book Value per Share | $18.61 | $15.82 | $15.18 |
| Adjusted Book Value for 2022 Equity Awards (from below) | $6,385,738 | $5,653,611 | $4,741,685 |
| Divided by Shares Outstanding (from below) | 321,946 | 321,212 | 320,336 |
| Adjusted Book Value per Share for 2022 Equity Awards | $19.83 | $17.60 | $14.80 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 | $4,861,382 |
| Common Stock Repurchases | 729,533 | 385,714 | — |
| Dividends | 236,150 | 111,889 | — |
| Loss on Debt Extinguishment, Net of Tax | 31,757 | 31,757 | — |
| Accumulated Other Comprehensive (Income) Loss | 316,281 | 481,511 | (119,697) |
| Adjusted Book Value for 2022 Equity Awards | $6,385,738 | $5,653,611 | $4,741,685 |
| Shares Outstanding | 272,494 | 293,433 | 320,336 |
| Common Stock Repurchases | 49,452 | 27,779 | — |
| Adjusted Shares Outstanding | 321,946 | 321,212 | 320,336 |
| Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2021 Equity Awards | ||||
|---|---|---|---|---|
| (In thousands, except per share amounts) | 2023 | 2022 | 2021 | 2020 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 | $4,861,382 | $4,698,986 |
| Divided by Shares Outstanding | 272,494 | 293,433 | 320,336 | 338,573 |
| Book Value per Share | $18.61 | $15.82 | $15.18 | $13.88 |
| Adjusted Book Value for 2021 Equity Awards (from below) | $6,805,475 | $6,073,348 | $5,161,421 | $4,482,165 |
| Divided by Adjusted Shares Outstanding (from below) | 349,936 | 340,202 | 339,326 | 338,573 |
| Adjusted Book Value per Share for 2021 Equity Awards | $19.96 | $17.85 | $15.21 | $13.24 |
| Shareholders' Equity (Book Value) | $5,072,017 | $4,642,740 | $4,861,382 | $4,698,986 |
| Litigation Accruals, Net of Tax | 4,977 | 4,977 | 4,977 | — |
| Common Stock Repurchases | 1,020,351 | 676,532 | 290,818 | — |
| Dividends | 330,930 | 206,669 | 94,779 | — |
| Loss on Debt Extinguishment, Net of Tax | 60,919 | 60,919 | 29,162 | — |
| Accumulated Other Comprehensive (Income) Loss | 316,281 | 481,511 | (119,697) | (216,821) |
| Adjusted Book Value for 2021 Equity Awards | $6,805,475 | $6,073,348 | $5,161,421 | $4,482,165 |
| Shares Outstanding | 272,494 | 293,433 | 320,336 | 338,573 |
| Common Stock Repurchases | 68,442 | 46,769 | 18,990 | — |
| Adjusted Shares Outstanding | 349,936 | 340,202 | 339,326 | 338,573 |
MGIC Investment Corporation – 2024 Proxy Statement │B - 5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.