Independent
Tenure on this board
7.5 yrs
6 nominees · 3 ballot items.
Elect six directors for one-year terms; approve, on an advisory basis, the compensation paid to named executive officers (say-on-pay); and ratify PricewaterhouseCoopers LLP as independent auditors for 2026.
Elect six directors to MBIA's Board to serve one-year terms expiring at the 2027 Annual Meeting.
Advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the CD&A and executive compensation tables.
This advisory proposal asks shareholders to endorse MBIA’s executive compensation program as disclosed in the Compensation Discussion & Analysis and executive compensation tables. Management seeks shareholder approval to validate its pay decisions and to obtain feedback via a non-binding vote that the Compensation and Governance Committee will consider when setting future compensation. The company emphasizes alignment of pay with long-term shareholder value in a run-off business environment, retention of experienced executives, and a mix of cash and long-vested equity tied to performance (including a corporate scorecard and TSR-based performance shares). The board recommends approval, arguing the program ties compensation to remediation of troubled credits (notably PREPA), liquidity and adjusted book value objectives, and includes governance features like clawbacks, anti-hedging, stock ownership guidelines and long multi-year vesting to mitigate excessive risk-taking. MBIA reports strong historical shareholder support for say-on-pay and significant shareholder engagement, which the Committee cites in support of the approach. The vote is advisory and not binding, but will inform future decisions and committee deliberations. Given MBIA’s run-off status, the program places heavy weight on retention and long-vested equity to preserve institutional knowledge while aligning executives’ interests with shareholders; management frames the outcome-driven results (e.g., 2025 incentive payouts above target) as evidence of effective pay-for-performance. The Board’s recommendation centers on these points, presenting the advisory vote as a governance check and a signaling mechanism to shareholders rather than a substantive contractual change.
Ratify the selection of PricewaterhouseCoopers LLP as MBIA’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Wolf Hill Capital Management, LP | 5.00% | 2,545,543 | $15M |
| 2 | KAHN BROTHERS GROUP INC | 4.04% | 2,056,434 | $12M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 1,975,239 | $12M |
| 4 | VALUEWORKS LLC | 3.79% | 1,931,890 | $11M |
| 5 | BlackRock, Inc. | 3.40% | 1,733,020 | $10M |
| 6 | Hosking Partners LLP | 3.11% | 1,584,913 | $9M |
| 7 | BlackRock, Inc. | 2.58% | 1,313,278 | $8M |
| 8 | STATE STREET CORP | 2.10% | 1,068,753 | $6M |
| 9 | TCW GROUP INC | 2.04% | 1,038,460 | $6M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 905,633 | $5M |
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