DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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MBIA Inc.

(Name of Registrant as Specified In Its Charter)

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MBIA Inc.		Steven J. Gilbert
1 Manhattanville Road		Chairman
Suite 301	William C. Fallon
Purchase, NY 10577		Chief Executive Officer
914-273-4545

LOGO

March 21, 2024

Dear Owners:

You are cordially invited to attend the annual meeting of MBIA shareholders (the “Annual Meeting”) on Thursday, May 2, 2024 beginning at 10:00 a.m. EDT. Consistent with Connecticut General Statutes, we will adopt a virtual format for our Annual Meeting to enable universal access and a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024. For further information on how to participate in the Annual Meeting via live webcast, please consult the accompanying Notice of Annual Meeting of Shareholders and in the section captioned “General Information – How it Works” on page 1 of this Proxy Statement.

Our agenda for this year’s meeting is for shareholders to:

•

vote on the election of Directors;

•

express their opinion, on an advisory basis, on executive compensation;

•

ratify the selection of independent auditors for 2024; and

•

approve the Company’s Amended and Restated MBIA Inc. Omnibus Incentive Plan.

After the formal agenda is completed, we will be happy to answer any questions you may have. This year, the shareholder Q&A session will feature questions submitted both live and in advance. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with the control number (“Control Number”) found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly before the start of the Annual Meeting.

Even if you do not plan to participate in the annual meeting, we urge you to vote your shares. Instructions for using all of the available voting options are included in the enclosed proxy statement.

We appreciate your continued support on these matters and look forward to seeing you at the meeting.

Very truly yours,

Steven J. Gilbert

Chairman

William C. Fallon

Chief Executive Officer

MBIA Inc.

Notice of Annual Meeting of Shareholders

and Proxy Statement

Dear Shareholders:

We will hold the 2024 Annual Meeting of MBIA Inc. (“MBIA” or the “Company”) Shareholders (the “Annual Meeting”) on Thursday, May 2, 2024 beginning at 10:00 a.m. EDT. Consistent with Connecticut General Statutes, we have again adopted a virtual format for our Annual Meeting to enable universal access and a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024. Our agenda for this year’s meeting is for shareholders to:

1.	elect six Directors for a term of one year, expiring at the 2025 Annual Meeting;

express their opinion, on an advisory basis, on the compensation paid to the Company’s named Executive Officers (“NEOs”) as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“SEC”), including under the “Compensation discussion and analysis” and “Executive compensation tables” sections of the proxy statement;

3.	ratify the selection of PricewaterhouseCoopers LLP, certified public accountants, as independent auditors for the Company for the year 2024;

4.	approve the Company’s Amended and Restated Omnibus Incentive Plan; and

5.	transact any other business as may properly come before the meeting.

These items are more fully described in the following pages.

This year, we have again elected to adopt the SEC rules that allow companies to furnish proxy materials to their shareholders over the Internet. The Notice of Internet Availability of Proxy Materials (the “Notice”) provided to shareholders contains instructions on how to access our 2023 Annual Report to Shareholders and proxy materials for the 2024 Annual Meeting online, how to request a paper copy of these materials and how to vote your shares. We expect to furnish the Notice to shareholders and make proxy materials available beginning on or about March 21, 2024.

The Notice provides instructions regarding how to view our proxy materials for the 2024 Annual Meeting online. As explained in greater detail in the Notice, to view the proxy materials and vote, you will need to visit www.proxyvote.com and have available the 16-digit control number(s) contained on your Notice. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them or you own shares of MBIA Inc. in the MBIA Inc. 401(k) Plan or MBIA Inc. Non-Qualified Retirement Plan. There is no charge for requesting a copy. To facilitate timely delivery, please make your request on or before April 20, 2024. To request paper copies, shareholders can go to www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. When requesting materials by email, please send a blank email with your 16-digit control number(s) (located on the Notice) in the subject line. A certified list of shareholders will be available for inspection beginning two days following the date of this Notice at www.proxyvote.com by logging in with your 16-digit control number(s) and during the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024 on the link marked “Registered Shareholder List”.

You have the option to receive all future proxy statements, proxy cards and annual reports electronically via email or the Internet. If you elect this option, the Company will only mail materials to you in the future if you request that we do so. To sign up for electronic delivery, please follow the instructions under “General information––Voting” to vote your shares using the Internet. After submitting your vote, follow the prompts to sign up for electronic delivery.

Sincerely,

William J. Rizzo

Secretary

1 Manhattanville Road

Suite 301

Purchase, New York 10577

March 21, 2024

The enclosed proxy is solicited on behalf of the Board of Directors of MBIA Inc., for use at the Annual Meeting of shareholders to be held on Thursday, May 2, 2024 at 10:00 a.m. EDT, or at any adjournment or postponement of the Annual Meeting, for purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting. Consistent with Connecticut General Statutes, we have adopted a virtual format for our Annual Meeting to provide universal access and a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024.

Contents


General information			1

Board of Directors corporate governance			3

The Board of Directors and its committees			3

Process for Director searches			4

Board leadership structure			5

Board and Board committee roles in risk oversight			5

Environmental & Social Responsibility Risk Management			6

Shareholder communications			7

Company Standard of Conduct			7

Independent Directors’ compensation			7

Audit Committee report			10

Compensation discussion and analysis			12

Compensation and Governance Committee report			31

Executive compensation tables			32

Summary compensation table for 2023			32

Grants of plan-based awards in 2023			33

Outstanding equity awards as of December 31, 2023			35

Option exercises and stock vested in 2023			39

Non-qualified deferred compensation in 2023			39

Potential payments upon termination or change in control as of December 31, 2023			43

Compensation plan risk assessment			47

Principal accountant fees and services			48

Security ownership of certain beneficial owners			49

Security ownership of Directors and Executive Officers			50

Section 16(a) Beneficial ownership reporting compliance			51

Certain relationships and related transactions			51

Proposals for shareholder approval recommended by the Board			52

Proposal 1: Election of Directors			52

Proposal 2: Approval of compensation paid to NEOs			56

Proposal 3: Selection of independent auditors			56

Proposal 4: Approval of the Amended and Restated MBIA Inc. Omnibus Incentive Plan			56

General information

How it works. The Board of Directors of the Company is soliciting shareholders’ proxies in connection with the Annual Meeting of Shareholders to be held on Thursday, May 2, 2024 at 10:00 a.m. EDT. Consistent with Connecticut General Statutes, we have adopted a virtual format for our Annual Meeting to enable universal access and a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024. Only shareholders of record at the close of business on March 8, 2024 may vote at the Annual Meeting. As of March 8, 2024, there were 51,275,886 shares of our common stock (which is our only class of voting stock) outstanding and eligible to be voted. Treasury shares (including National Public Finance Guarantee Corporation’s MBIA Inc. shares) are not voted. Each shareholder has one vote for each share of MBIA common stock owned on the record date for all matters being voted on at the Annual Meeting. A certified list of shareholders will be available for inspection beginning two days following the date of the Notice at www.proxyvote.com by logging in with your 16-digit control number(s) and during the Annual Meeting at www.virtualshareholdermeeting.com/MBI2024 on the link marked “Registered Shareholder List”.

A quorum is constituted by the participation, either remotely via live webcast, or by proxy, of holders of our common stock representing a majority of the number of shares of common stock entitled to vote. Abstentions and broker non-votes will be considered present to determine the presence of a quorum.

Voting. If you hold shares in more than one account (e.g., you are a shareholder of record, own shares in the Company’s 401(k) Plan or Non-Qualified Retirement Plan, and beneficially own shares in one or more personal brokerage accounts, or any combination of the foregoing), you may receive more than one Notice and/or proxy card. Accordingly, in order to vote all of your shares, you will need to vote more than once by following the instructions on each of the items you receive.

You may vote using the following methods:

Internet. You may vote on the Internet up until 11:59 PM EDT the day before the meeting by going to the website for Internet voting on the Notice or proxy card (www.proxyvote.com) and following the instructions on the website. Have your Notice or proxy card available when you access the web page. If you vote over the Internet, you should not return your proxy card.

Telephone. If you received your proxy materials by mail, or if you received a Notice and requested a paper copy of the materials, you may vote by telephone by calling the toll-free telephone number on your proxy card (1-800-690-6903), 24 hours a day up until 11:59 PM EDT the day before the Annual Meeting, and following the prerecorded instructions. Have your proxy card available when you call. If you vote by telephone, you should not return your proxy card. Notice recipients should first visit the Internet site listed on the Notice to review the proxy materials before voting by telephone.

Mail. If you received your proxy materials by mail, or if you received a Notice and requested a paper copy of the materials, you may vote by mail by marking your proxy card, dating and signing it, and returning it in the postage-paid envelope provided or as directed on the voting instruction form so that it arrives before the Annual Meeting.

Participation in Annual Meeting via live webcast. You may participate in the Annual Meeting via live webcast and cast your vote online during the Annual Meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/MBI2024.

You can revoke your proxy at any time before the Annual Meeting. If your shares are held in street name, you must follow the instructions of your broker to revoke your voting instructions. If you are a holder of record and wish to revoke your proxy instructions, you must advise the Secretary in writing that you are revoking your proxy, deliver later-dated proxy instructions, use the phone or online voting procedures or participate in the Annual Meeting via live webcast and vote online during the Annual Meeting prior to the closing of the polls. Unless you decide to attend the Annual Meeting via live webcast and vote your shares during the Annual Meeting after you have submitted voting instructions, we recommend that you revoke or amend your prior instructions in the same way you initially gave them – that is, by Internet, telephone, or mail. This will help to ensure that your shares are voted the way you have finally determined you wish them to be voted.

All shares that have been voted properly by an unrevoked proxy will be voted at the Annual Meeting in accordance with your instructions. If you sign and submit your proxy card, but do not give voting instructions, the shares represented by that proxy will be voted as our Board recommends.

If your shares are held in street name, you may receive voting instructions from the holder of record. If you do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Brokers do not have discretionary authority to vote on the election of Directors (Proposal 1) or the advisory vote on NEO compensation (Proposal 2). Please instruct your broker so your votes can be counted.

Dissenters’ rights. Under Connecticut law, dissenters’ rights are not available with respect to the matters included in the formal agenda for the 2024 Annual Meeting of Shareholders.

Miscellaneous. The cost to prepare and mail these proxy materials will be borne by the Company. Proxies may be solicited by mail, in person or by telephone by Directors, officers and regular employees of the Company without extra compensation and at the Company’s expense. The Company will also ask bankers and brokers to solicit proxies from their customers holding shares of MBIA common stock and will reimburse them for reasonable expenses.

A copy of the Company’s Annual Report on Form 10-K is available on the Company’s website, www.mbia.com, under the “SEC Filings” link or by writing to Shareholder Information at MBIA Inc., 1 Manhattanville Road, Suite 301, Purchase, New York 10577.

Summary of Board of Director Nominees

The following table provides summary information about each Director nominee. See page 52 for more information about each Director and the Company’s Proposal 1: Election of Directors.

Name

Director

Since

Independent

Committees

Diane L. Dewbrey

Former Chair of the Board of Enventis, Inc.

2018

Yes

•

William C. Fallon

CEO of MBIA Inc.

2017

•

Steven J. Gilbert

Chairman of the Board of Gilbert Global Equity Partners, L.P.

2011

Yes

•

Janice L. Innis-Thompson

SVP, Corporate Litigation and Legal Operations of Nationwide Mutual Insurance Company

2021

Yes

•

Theodore Shasta

Former SVP and Partner of Wellington

Management Company

2009

Yes

•

Richard C. Vaughan

Former EVP and CFO of Lincoln Financial Group

2007

Yes

•

E: Executive, FR: Finance and Risk, CG: Compensation and Governance, A: Audit

•: Member, C: Chair

Board of Directors corporate governance

The Board of Directors and its committees

The Board of Directors supervises the overall affairs of the Company. To assist it in carrying out these responsibilities, the Board has delegated authority to the three regular committees described below, as well as the Executive Committee on an as-needed basis. The Board of Directors met five times in regular sessions during 2023. The Board of Directors has regularly scheduled non-management Director meetings. Pursuant to the MBIA Inc. Board Corporate Governance Practices (the “Board Practices”), each Director is expected to attend at least 75% of all Board meetings and committee meetings of which that Director is a member, on a combined basis. All of the Directors met this requirement in 2023. The Board Practices can be found on the Company’s website, www.mbia.com, under the “Ethics and Governance” link, and are available in print to any shareholder who requests a copy by writing to Shareholder Information at MBIA Inc., 1 Manhattanville Road, Suite 301, Purchase, New York 10577. Pursuant to the Board Practices, Directors are required to attend annual shareholder meetings, barring unusual circumstances. The 2023 Annual Meeting was attended by each of the Company’s Directors.

Regular Board committees. Each regular Board committee and the Executive Committee has a charter, which can be found on the Company’s website, www.mbia.com, under the “Corporate Responsibility and Governance” link, and is available in print to any shareholder who requests a copy by writing to Shareholder Information at MBIA Inc., 1 Manhattanville Road, Suite 301, Purchase, New York 10577. The committees are described below.

Executive Committee. The Executive Committee, which at year-end consisted of Messrs. Gilbert (Chair), Fallon, Shasta and Vaughan, did not meet during 2023. This Committee is authorized to exercise powers of the Board during intervals between Board meetings, subject to limitations set forth in the By-Laws of the Company and the Committee’s Charter.

Finance and Risk Committee. The Finance and Risk Committee, which at year-end consisted of Messrs. Vaughan (Chair), Gilbert and Shasta, and Mss. Dewbrey and Innis-Thompson, met four times in regular sessions during 2023. This Committee assists the Board in monitoring the Company’s (i) proprietary investment portfolios, (ii) capital and liquidity, (iii) exposure to changes in market value of assets and liabilities, (iv) credit exposures in the insured portfolios, and (v) financial risk management policies and procedures, including regulatory requirements and limits.

Compensation and Governance Committee. The Compensation and Governance Committee (the “C&G Committee”), which at year-end consisted of Mss. Dewbrey (Chair) and Innis-Thompson, and Messrs. Gilbert, Shasta and Vaughan, met five times in regular sessions during 2023. In accordance with the C&G Committee Charter, the provisions of Rule 10C-1(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange (the “NYSE”), the Board of Directors has affirmatively determined that each of the C&G Committee members is independent. As part of its specific role, the C&G Committee is responsible for (i) setting the overall compensation principles of the Company, (ii) overseeing executive compensation, (iii) reviewing the Company’s compensation and benefits program, (iv) overseeing the retention of the Committee’s advisers, (v) overseeing significant organizational and personnel matters, (vi) determining the membership, size and composition of the Board, (vii) setting Directors’ compensation, (viii) selecting Directors to serve on the Board committees, and (ix) developing corporate governance principles and practices. The Board approves the CEO’s compensation level and approves the recommendations of the C&G Committee for the other NEOs’ compensation levels. Since 2005, the C&G Committee has retained compensation consulting firms to assist and advise it in conducting reviews of the Company’s compensation plans for appropriateness and to assess the competitiveness of the Company’s compensation levels relative to market practice.

Compensation and Governance Committee interlocks and insider participation. No member of the C&G Committee has ever been an officer or employee of the Company or any of its subsidiaries. During 2023, no NEO served as a Director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers is or has been a Director of the Company or a member of the Company’s C&G Committee.

Audit Committee. The Audit Committee, which at year-end consisted of Messrs. Shasta (Chair), Gilbert and Vaughan, and Mss. Dewbrey and Innis-Thompson, met five times in regular sessions during 2023. In accordance with the Audit Committee Charter and the listing standards of the NYSE, each of the Audit Committee members are independent. In addition, the Board has designated Mss. Dewbrey and Innis-Thompson, and Messrs. Gilbert, Shasta and Vaughan as the “audit committee financial experts” (as defined under applicable Securities and Exchange Commission (“SEC”) rules) on the Audit Committee. This Committee assists the Board in monitoring the (i) integrity of the financial statements of the Company and of other material financial disclosures made by the Company, (ii) qualifications and independence of the Company’s independent auditor, (iii) performance of the Company’s internal audit function and independent auditor, (iv) Company’s compliance policies and procedures and its compliance with legal and regulatory requirements, and (v) performance of the Company’s operational risk management function which includes protecting the enterprise from cyber risks.

Process for Director searches

With the Company’s operating subsidiaries in runoff, and not expected to resume new business activities, it is not expected that the Company will need or seek to add additional Directors. Should any of the current Directors not be re-elected, or voluntarily resign, potential Director nominees will be selected in light of the Board’s needs at the time, with reference to the importance the Company places on having a diverse Board reflecting a range of skills, backgrounds and personal characteristics. More specifically, the C&G Committee assesses potential nominees based on his, her or their relevant business and other skills and experience; personal character and judgment; diversity of experience; self-identified specific diversity characteristics in accordance with the Board Practices; ability to devote significant time to Board activities; independence; financial literacy; and knowledge of and familiarity with the Company’s businesses.

The C&G Committee uses both referrals and third-party search firms to assist in identifying and evaluating potential nominees for election as directors. Potential candidates are first reviewed and evaluated by the Chair of the C&G Committee. If the Chair of the C&G Committee concludes that a candidate merits further consideration, then one or more other members of the C&G Committee designated by the Chair will interview the candidate and decide whether the candidate should be interviewed by other board members. Potential nominees are then interviewed by all of the other members of the C&G Committee, the Chairman of the Board and by the CEO prior to any recommendation to the Board that the potential nominee be nominated or elected as a Director by the Board.

The Board Practices provide that Director candidates may be identified by the Company’s Board of Directors or a corporate shareholder. Shareholders may recommend a potential nominee by sending a letter to the Company’s Corporate Secretary at MBIA Inc., 1 Manhattanville Road, Suite 301, Purchase, New York 10577. No potential nominees were recommended by shareholders in 2023.

Consideration of Board diversity. The Board Practices include guidelines for selecting Directors, pursuant to which Board selections should reflect sensitivity to diversity. We believe that diversity among members of the Board is important to optimize its ability to perform its duties. Accordingly, in recommending nominees, the C&G Committee considers a wide range of individual perspectives and backgrounds in addition to diversity in professional experience and training. Under the Board Practices, in selecting nominees for the Board, the Board seeks a combination of active or former senior business executives of major complex businesses (from different industry sectors), leading academics, and individuals with substantial records of business achievement, government service or other leadership roles in the not-for-profit sector, including individuals with specific knowledge and experience relevant to the Company’s business. In addition, the C&G Committee strives to promote a Board that reflects the diversity and values of our key constituencies (clients, employees, business partners and shareholders), including individuals’ self-identified gender and ethnicity. These guidelines for selecting candidates for nomination to the Board promote diversity among the Directors, and the C&G Committee and the Board evaluate the composition of the Board in order to assess the effectiveness of the guidelines. The results of these evaluations inform the process for identifying candidates for nomination to the Board. As set forth below in their biographies, we continue to believe that the proposed slate of Board of Director nominees possess diverse skill sets, and broad experience across the insurance, banking, auditing and strategic planning industries, that will help guide the Company in its current business environment.

Board leadership structure

The offices of Chairman of the Board and CEO of the Company are separate. The Chairman is responsible for presiding over meetings of the Board and the Company’s shareholders and performing such other duties as directed by the Board. The CEO is responsible for formulating policy and strategic direction for the Company and executing the Company’s business plan and strategy under plans approved by the Board, providing management of the Company’s day-to-day operations, hiring, directing and retaining senior management, serving as spokesperson for the Company and performing such other duties as directed by the Board or required by law.

Given that the roles of CEO and Chairman are well defined, the Board does not believe there is a risk of confusion or duplication between the two positions.

Board and Board committee roles in risk oversight

The Board and its committees oversee various risks faced by the Company and its subsidiaries. The Board regularly evaluates and discusses risks associated with strategic initiatives, and the CEO’s risk management performance is one of the criteria used by the Board in evaluating the CEO. On an annual basis, the Board also evaluates and approves the Company’s Risk Management and Tolerance Policy. The purpose of the Risk Management and Tolerance Policy is to set the policy that defines the risks the Company is willing to accept in pursuit of its goal of optimizing long term risk adjusted value for shareholders. The Board’s Audit Committee and its Finance and Risk Committee also play an important role in overseeing different types of risks.

The Audit Committee oversees risks associated with financial and other reporting, auditing, legal and regulatory compliance, and risks that may otherwise result from the Company’s operations, including cybersecurity risk. The Audit Committee oversees these risks by monitoring (i) the integrity of the financial statements of the Company and of other material financial disclosures made by the Company, (ii) the qualifications and independence of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function and independent auditor, (iv) the Company’s compliance policies and procedures and its compliance with legal and regulatory requirements, and (v) the performance of the Company’s operational risk management function. In connection with its oversight of cybersecurity risk, the Audit Committee receives semi-annual, or more frequent as appropriate, briefings from the Company’s senior management and Enterprise Security Council concerning, among other topics, the implementation of the Company’s Cybersecurity Policy, its ongoing training to prevent, identify and react to security incidents, periodic vulnerability assessments performed by outside vendors, and Internal Audit’s periodic reviews of MBIA’s data security policies and procedures.

The Finance and Risk Committee oversees the Company’s credit risk governance framework, market risk, liquidity risk and other material financial risks. The Finance and Risk Committee oversees these risks by monitoring the Company’s (i) proprietary investment portfolios, (ii) capital and liquidity, (iii) exposure to changes in the market value of assets and

liabilities, (iv) credit exposures in the insured portfolios, and (v) financial risk management policies and procedures, including regulatory requirements and limits. The Finance and Risk Committee’s responsibilities help manage risks associated with the Company’s investment and insured portfolios, liquidity and lines of business.

At each regular meeting of the Board, the Chairs of each of these committees report to the full Board regarding the meetings and activities of the committee.

Board Management of Environmental & Social Responsibility

MBIA recognizes and embraces its responsibilities to the environment and to the promotion of social welfare, and its Board has adopted those goals as priorities as well. The Company has long and comprehensively assessed the impact of environmental risk on its insured portfolios, regularly reporting to the Board on these risks. The Company has also demonstrated a strong commitment to environmental and social responsibility, though the nature of its business, small size and current operations provide management with limited opportunities to improve upon that record. The Company’s Risk Oversight Committee, which includes its CEO, a member of the Board, regularly reviews and implements policies and decisions related to environmental and social governance risks.

Environmental Risk Management

As a financial guaranty insurance company with only 61 employees (as of December 31, 2023) and a single corporate location dedicated entirely to analytical and administrative functions, MBIA has a very limited impact on the environment. Nonetheless, the Company is committed to responsible stewardship of the environment wherever feasible and has taken actions such as encouraging a move toward a paperless office, investing heavily in imaging technology corporate records, and implementing the SEC’s Notice and Access program for electronic disclosure resulting in a significantly reduced number of printed disclosures produced each year.

Climate Change Risk Management

As part of its Enterprise Risk Management framework, MBIA has identified climate change as a risk to its insured portfolio of public finance credits. While the Company’s insurance subsidiaries are no longer writing new business and therefore do not need to assess climate risk in the context of underwriting decisions, the significant majority of MBIA’s outstanding insured exposure is to U.S. municipalities, which will take decades to run off and are subject to both direct and indirect effects of climate change including an increasing risk to severe weather events. In response to these threats, MBIA’s risk management and insured portfolio management groups have identified the sectors of the insured portfolio that are particularly vulnerable to the impacts of climate change and factor these risks into internal ratings, frequency of review and potential remedial action.

Social Risk Management and Employment Policies

MBIA is committed to promoting social welfare – for its employees, the communities in which they live and work, and the citizens in the municipalities that benefit from its insurance. It is MBIA’s policy to ensure equal employment opportunity for all job applicants and employees with regard to all personnel-related matters, including, but not limited to recruitment, hiring, placement, promotion, compensation, benefits, transfers and training and all other terms and conditions of employment. In all such activities, MBIA’s Equal Employment Opportunity and Non-Discrimination and Anti-Harassment Policy prohibits discrimination or harassment against any persons because of age, gender (including gender identity or gender expression), sex, race, color, religion, creed, marital status, sexual orientation, pregnancy, disability, national origin, alien or citizenship status, genetic predisposition or carrier status, military or veteran status, or any other characteristic protected by law. MBIA prohibits retaliation or adverse employment action against any individual who, in good faith, reports discrimination or harassment or participates in an investigation of such reports.

MBIA reasonably accommodates employees and applicants with disabilities (including temporary disabilities), those who are pregnant, nursing mothers, and those with sincerely held religious beliefs, in accordance with applicable law. MBIA offers its employees a comprehensive compensation and benefits package that includes a competitive salary and an annual cash performance bonus, paid time-off benefits, health and welfare voluntary benefits that include medical and dental insurance, a health savings account that includes a company match to employee contributions, and supplemental life insurance.

MBIA‘s corporate mission has long included enhancing the strength and vitality of communities, whether through offering its insurance product, which reduces the borrowing cost of towns, cities and municipalities, or through the sponsorship of many diverse philanthropic efforts. Additionally, MBIA promotes employee volunteerism through its annual company-wide days of service and various volunteer initiatives. In 2001, MBIA formed the MBIA Foundation, a 501(c)(3) tax-exempt organization, whose mission is to help improve the quality of life in the communities where the Company conducts business and where its employees live and work. Since inception, the MBIA Foundation paid out over $23 million in matching gifts, almost $16 million in grants to community organizations and over $450,000 in service grants in support of employees’ volunteer efforts. The MBIA Foundation was also active in supporting disaster relief efforts through direct donations from the Foundation and by increasing the customary match of employee donations. The MBIA Foundation ceased operations in 2023 and is being legally wound down.

Shareholder communications

Shareholders or interested parties wishing to communicate with our Chairman or with the non-management Directors as a group may do so by submitting a communication in a confidential envelope addressed to the Chairman or the non-management Directors, in care of the Company’s Corporate Secretary, 1 Manhattanville Road, Suite 301, Purchase, New York 10577.

Company Standard of Conduct

The Company has adopted a Standard of Conduct that applies to all Directors and employees, including the Chief Executive Officer, Chief Financial Officer and Controller, and certain third parties. The Standard of Conduct, which also constitutes a code of ethics as that term is defined in Item 406(b) of Regulation S-K, can be found on the Company’s website, www.mbia.com, under the “Corporate Responsibility and Governance” link, and is available in print to any shareholder who requests a copy by writing to Shareholder Information at MBIA Inc., 1 Manhattanville Road, Suite 301, Purchase, New York 10577. The Company intends to satisfy the disclosure requirements of Form 8-K regarding an amendment to, or waiver from, an element of its code of ethics enumerated in Item 406(b) of Regulation S-K by posting such information on the Company’s website, www.mbia.com, under the “Corporate Responsibility and Governance” link.

Independent Directors’ compensation

Directors’ retainer and meeting fees. In 2023, the Company paid Directors who are not Executive Officers an annual retainer fee of $75,000 plus an additional $2,000 for attendance at each Board meeting and each meeting of each committee on which they served (and $1,000 for each special telephonic meeting). The Company also paid each Committee Chair an annual Committee Chair retainer of $25,000. The Chairman is paid an additional retainer of $125,000. New Directors are paid a fee of $2,000 for each day of orientation.

An eligible Director may elect annually to receive retainer and meeting fees either in cash or in shares of MBIA Inc. common stock on a quarterly basis with no deferral of income, or to defer receipt of all or a portion of such compensation until a time following termination of such Director’s service on the Board. A Director electing to defer compensation may choose to allocate deferred amounts to either a hypothetical investment account (the “Investment Account”), or a hypothetical share account (the “Share Account”), which have been set up to credit such deferred payments. Such deferral elections are made under the MBIA Inc. 2005 Non-employee Director Deferred Compensation Plan (the “Plan”).

Amounts allocated to the Investment Account are credited to a hypothetical money market account. Amounts allocated to the Share Account are converted into share units with each such unit representing the right to receive a share of MBIA common stock at the time or times distributions are made under the Plan. Dividends are paid as stock units each quarter if applicable. Distributions of amounts allocated to the Share Account are made in shares of common stock.

Directors’ restricted stock grants. In addition to the annual cash fees payable to Directors for 2023, the Company also granted Directors an award of time-based restricted stock in 2023 with a value of $100,000 at the time of grant. New Directors elected to the Board also receive a one-time grant of restricted stock with a value of $100,000 at the time of grant. The Directors’ restricted stock grants are awarded under the Amended and Restated MBIA Inc. Omnibus Incentive Plan (the “Omnibus Plan”) (formerly the MBIA Inc. 2005 Omnibus Incentive Plan), which is a shareholder approved compensation plan.

The restricted stock granted in 2023 is subject to a one-year restricted period during which the shares are subject to forfeiture restrictions and restrictions on transferability. The restricted period applicable to a restricted stock award will lapse and the shares will become freely transferable prior to the first anniversary of the date of the restricted stock grant upon the earlier of: (i) the death or disability of a participating Director, (ii) a change of control in the Company as defined in the Omnibus Plan, (iii) the Company’s failure to nominate a participating Director for re-election, or (iv) the failure of the shareholders to elect a participating Director at any shareholders meeting. Unless otherwise approved by the Compensation Committee, if a participating Director leaves the Board for any reason other than the foregoing at any time prior to the first anniversary of the date of the restricted stock grant, the restricted stock will revert back to the Company. During the restricted period, a participating Director receives dividends, if applicable, with respect to, and may vote the restricted shares.

Directors’ total compensation components. Directors’ compensation for 2023 consisted of the following components. There was no change from 2022.



Directors’ total compensation components	2023

Board Annual Retainer	$	75,000

Committee Chair Retainer	$	25,000

Chairman Retainer	$	125,000

Board & Committee Meeting Fee (per meeting)	$	2,000

Special Telephonic Meeting Fee (per meeting)	$	1,000

New Director Orientation Fee (per day)	$	2,000

Annual Restricted Stock Grant	$	100,000

New Director Restricted Stock Grant	$	100,000

Directors’ total compensation for 2024. No change to Director compensation is expected for 2024.

Directors’ total compensation earned or paid in 2023. The amounts shown below represent compensation earned or paid and stock awarded in 2023 for each of the Directors. The Company does not provide perquisites to its Directors.



Name	Fees Earned or Paid in Cash ($) ⁽²⁾		Stock Awards ($) ⁽³⁾		All Other Compensation ($) ⁽⁴⁾		Total Compensation ($)

Diane L. Dewbrey		127,870		100,000		102,568		330,438

Steven J. Gilbert		204,570		100,000		255,632		560,202

Janice L. Innis-Thompson		117,000		100,000		102,568		319,568

Charles R. Rinehart ⁽¹⁾		144,500		0		0		144,500

Theodore Shasta		142,000		100,000		255,632		497,632

Richard C. Vaughan		142,000		100,000		255,632		497,632

(1)	Mr. Rinehart resigned as Director in May 2023. Mr. Rinehart’s compensation includes retainer and meeting fees received in 2023.

(2)	The amounts shown include the payment and deferral of Directors’ retainer and meeting fees.

(3)	The amounts shown represent the grant date value of the time-based restricted stock awards, computed in accordance with Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 718.

(4)	The amounts shown represent the $8 per share cash dividend paid in December 2023 to the Directors on all outstanding unvested restricted stock.

Directors’ deferred compensation balances and equity holdings as of December 31, 2023. The following table shows restricted stock holdings as of December 31, 2023. Amounts shown are based on $6.12 per share, the closing fair market value of the shares on December 31, 2023.



Name	Restricted Stock Holdings (#)		Restricted Stock Holdings ($)

Diane L. Dewbrey		12,821		78,465

Steven J. Gilbert		31,954		195,558

Janice L. Innis-Thompson		12,821		78,465

Theodore Shasta		31,954		195,558

Richard C. Vaughan		31,954		195,558

As described under “Directors’ retainer and meeting fees” above, a Director may choose to allocate deferred retainer and meeting fees to either an Investment Account or a Share Account. There are no Directors with account balances under the Investment and Share Accounts. Due to his resignation, Mr. Rinehart does not have any deferred compensation or restricted stock holdings outstanding as of December 31, 2023.

Executive Officer Directors. Mr. Fallon received no compensation for his services as a Director during 2023.

Directors’ stock ownership guidelines. The Company has Director stock ownership guidelines to align Directors’ interests with those of our shareholders. Under these guidelines, within four years of first being elected, a Director is expected to own Company stock worth approximately five times their annual retainer. This includes shares of MBIA common stock held directly, common stock equivalent deferral units held under the MBIA Inc. 2005 Non-employee Director Deferred Compensation Plan and restricted stock awarded to directors. Four out of our five current Directors have exceeded the Company’s stock ownership guidelines for Directors. The remaining Director was appointed in 2021 and is on track to meet the ownership guidelines.

Audit Committee report

The Audit Committee is composed of five Independent Directors who are not employees or officers of the Company. In the business judgment of the Board, these Directors are free of any relationship that would interfere with their independent judgments as members of the Audit Committee.

This report of the Audit Committee covers the following topics:

1.	Respective roles of the Audit Committee, Company management and the Independent Registered Public Accounting Firm (“Independent Auditors”)

2.	2023 Activities

3.	Limitations of the Audit Committee

1. Respective roles of the Audit Committee, Company management and the Independent Auditors

We are appointed by the Board of Directors of the Company to monitor (i) the integrity of the financial statements of the Company and of other material financial disclosures made by the Company, (ii) the qualifications and independence of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function and independent auditor, (iv) the Company’s compliance policies and procedures and its compliance with legal and regulatory requirements and (v) the performance of the Company’s operational risk management function which includes protecting the enterprise from cyber risk. We also recommend to the Board of Directors the selection of the Company’s outside auditors.

The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management and the Company’s Internal Audit Department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

The independent auditors, PricewaterhouseCoopers LLP (“PwC”), are responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion with respect to the fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and the effectiveness of internal control over financial reporting.

2. 2023 Activities

In performing our oversight role for 2023, we have:

•

considered and discussed the audited financial statements for 2023 with management and the independent auditors;

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discussed and reviewed all communication with the auditors, as required by PCAOB Auditing Standard No. 16, “Communications with Audit Committees” and SEC Rule 2-07, “Communication with Audit Committees.” We have received a letter from the independent auditors as required by PCAOB Rule 3526, “Communications with Audit Committees Concerning Independence.” In connection with this requirement, PwC has not provided to the Company any information technology consulting services relating to financial information systems design and implementation;

•

considered the other non-audit services by the Company’s independent auditors and concluded that such services were not incompatible with maintaining their independence;

•

reviewed and discussed with management and PwC the Company’s critical accounting policies, estimates and judgments;

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reviewed the various matters and questions recommended by the PCAOB in its May 2015 publication, “Audit Committee Dialogue”, to ensure that we addressed with PwC those matters and questions relevant to the Company;

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received briefings from Senior Management and the Enterprise Security Council on matters including the implementation of the Company’s Cybersecurity Policy and other related matters; and

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performed other functions as set forth in the Audit Committee Charter (a copy of which can be found on the Company’s website, www.mbia.com, under the “Ethics and Governance” link).

Based on the reviews and discussions we describe in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to below and in the Audit Committee Charter, we recommended to the Board of Directors that the Company’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

3. Limitations of the Audit Committee

As members of the Audit Committee, we are not employees of the Company nor are we professionally engaged in, nor experts in the practices of, auditing or accounting. Nor are we experts with respect to determining auditor independence. We rely on the information, representations, opinions, reports or statements, including financial statements and other financial data prepared or presented by officers or employees of the Company, its legal counsel, independent accountants or other persons with professional or expert competence. Therefore, we do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, that the financial statements are presented in accordance with generally accepted accounting principles or that PwC is in fact “independent.” Furthermore, the Audit Committee has not conducted independent procedures to ensure that management has maintained appropriate accounting and financial reporting principles or internal controls designed to assure compliance with accounting standards and applicable laws and regulations.

Date: February 2, 2024

The Audit Committee

Mr. Theodore Shasta (Chair)

Ms. Diane L. Dewbrey

Mr. Steven J. Gilbert

Ms. Janice L. Innis-Thompson

Mr. Richard C. Vaughan

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Compensation Discussion & Analysis

This section is organized as follows:


		Page
Letter from the Compensation and Governance Committee		13
Compensation Overview		16
Compensation Approach		18
Compensation Governance		20
2023 Compensation Decisions and Outcomes		25
Additional Information		31
2023 Compensation Details and Supporting Tables		32

You will find that the following terms are used in this section and we note below the meanings in the interest of clarity.



Term		Meaning

Annual Incentive		Compensation that can be earned based on performance measured over a one-year period

Forfeit		Share awards that were given up

Long-Term Incentive(s)		Compensation that can be earned after a period of at least three-years based on either performance measured over that period (performance-based long-term incentive awards) or continued employment (time-based long-term incentive awards)

Lapse		Share awards that were not earned or paid due to the associated performance conditions not being achieved

MBIA		Equivalent to MBIA Inc., the parent and holding company in which you hold shares

MBIA Insurance		MBIA Insurance Corporation, an operating subsidiary of MBIA

National		National Public Finance Guarantee Corporation, an operating subsidiary of MBIA

Performance-based compensation		Compensation that is payable contingent on the achievement of associated performance conditions, i.e., annual incentive compensation and performance-based long-term incentive awards

Target Total Compensation		The aggregate value of base salary, target annual incentive and the target value of long-term incentive awards

Variable Compensation		Compensation that can change in value based on either the achievement of associated performance conditions, or the value of MBIA’s stock price

About MBIA

MBIA is one of the largest operators in the financial guaranty insurance industry. While our operating companies are not writing new insurance policies, our primary business has been to provide financial guarantee insurance to the United States’ public finance markets through our indirect, wholly-owned subsidiary, National. National’s financial guarantee insurance policies provide investors with unconditional and irrevocable guarantees of the payment of the principal, interest or other amounts owing on insured obligations when due. MBIA has also provided financial guarantee insurance in the international and structured finance markets through its subsidiary, MBIA Insurance. MBIA’s overarching focus today is fourfold:

•

ensuring adequate liquidity exists at the holding company to satisfy all outstanding obligations;

•

mitigating losses at National and MBIA Insurance while maximizing recoveries on paid insurance claims;

•

ensuring that we continue to honor all policyholder claims; and

•

in light of the runoff position of its operating subsidiaries, evaluating and pursuing strategic alternatives for the benefit of the company’s shareholders, policyholders, employees and other consultants. Our executive compensation program reflects these areas of focus.

Letter from the Compensation and Governance Committee

On behalf of the Compensation & Governance Committee (the “Committee”), and the MBIA Board of Directors (the “Board”), I am pleased to introduce our Compensation Discussion & Analysis (“CD&A”). This section of our Proxy Statement provides insight into our executive compensation program, including the key decisions made during the year and the associated outcomes.

2023 Business and Performance Highlights

The Company continued to make material progress towards its long-term strategic objectives in 2023.

In December, National paid a $550 million special dividend to the Company that was approved by the New York State Department of Financial Services (“NYDFS”). The Company’s Board of Directors declared an extraordinary cash dividend on the Company’s common stock of $8 per share. This was the first special dividend paid by National since its creation in 2009 and first dividend to the Company’s shareholders since 2007.

National continued to work towards resolving its exposure to Puerto Rico’s Electric Power Authority (“PREPA”), its last material Puerto Rico exposure, by entering into an Amended Plan Support Agreement with the Financial Oversight Management Board (“Oversight Board”) in August 2023. The Oversight Board’s plan for reorganization of PREPA is scheduled for confirmation proceedings in March of 2024.

More broadly, the Company significantly increased its liquidity position through retaining a portion of the special dividend from National, continued reducing headcount and saw the insured portfolios of its operating companies continue to amortize.

In early 2023, the Company announced that it was pausing its consideration of a sale of itself and opted to pursue the distribution of a special dividend as described above. With the dividend distributed, the Company will await the resolution of PREPA before re-engaging in a sales process, however, no specific outcome can be guaranteed.

Pay and Performance for 2023

Our executive compensation program is designed to align pay with company performance over both the short-term and long- term, while retaining a proven and experienced executive leadership team when the company is in run-off. As described above, last year was notable for the Company and our shareholders in light of the extraordinary distribution of value via the dividend, significantly improving MBIA’s liquidity for its stakeholders and continued work towards a resolution of PREPA. In the aggregate, this resulted in the following outcomes under the Company’s variable pay programs:

•

Our NEOs’ 2021 performance-based share awards, subject to TSR performance over the three-year period ended December 31, 2023 were earned at 118% of target. This outcome reflected the impact of the extraordinary dividend in accordance with the award agreement, and equated to 31.1% TSR growth (9.46% on annualized basis) over the three-year performance period; and

•

The 2023 annual incentive was graded at 113% of target, with a potential range of 0-150%, driven by strong performance in the liquidity and strategic elements of the annual scorecard. Individual outcomes ranged from 113% to 156% of target based on individual performance.

In addition, the NEOs benefited from the payment of the extraordinary dividend that was approved by NYDFS in relation to their outstanding share awards. Given the dividend was not contemplated in the grant date fair values of the outstanding share awards previously received by NEOs, the payment of the dividend is considered incremental compensation and captured in the 2023 summary compensation table in accordance with SEC rules.

These results, particularly when considered in light of prior outcomes, reflect our compensation program’s effectiveness in tying the experience of our long-term shareholders to that of our senior executives.

Further details on the outcomes under the incentive plans are described in the body of the CD&A and footnotes to the compensation tables.

Shareholder Engagement

Engagement with our shareholders remains a meaningful component of our governance practices. In 2023, we were pleased to see another year of almost universal say on pay support for our NEO compensation decisions. During the year, we continued to communicate actively with our long-term investors and invite any additional feedback they wished to provide. We reached out offering meetings to entities representing more than 49% of our shares outstanding in 2023, and engaged with all of those who expressed an interest in providing feedback.

Taking account of the vote outcome and feedback received in recent years, the Committee believes that the compensation program remains properly structured to reflect our run-off status, address the generation of long-term value and align the interests of our investors, policyholders, and executives. The structure is intended to balance our need to retain and motivate our senior leadership team and our determination to maximize policyholder and investor interests. The Committee’s view is that each of our individual NEOs is experienced, distinctively skilled, and highly marketable. Given the Company’s ongoing period of challenge, and the value placed on historical knowledge of MBIA, the Committee believes that proactive compensation management aides in retention of senior talent.

We will continue to monitor feedback and engage with major shareholders in recognition of the value this input has into our decision-making process.

Overview of our Compensation Program

With both of its operating subsidiaries effectively in run-off, MBIA continues to be a company in transition. Our regulated insurance companies still maintain a collective portfolio of over $30 billion in issued financial guaranty policies. Our employees, including our NEOs, are charged with the critical task of ensuring that MBIA honors any and all claims presented by our insureds on the policies we have issued. This challenge is accompanied by our simultaneous commitment to focus on the generation of value for our shareholders, policyholders and other stakeholders. Our compensation program has been designed to reflect this and balances fixed and variable pay, the latter of which consists of an annual incentive and share-based long-term incentives.

MBIA considers 2023 target compensation to comprise base salary earned in 2023, the target annual incentive available for performance in 2023, and the share-based long-term incentive granted in the first quarter of 2024. This differs from how compensation is reported in the summary compensation table, which reflects equity granted during the year.

As discussed in the “Looking to the Future” section below, for the 2023 share-based long-term incentives granted in 2024, the Compensation and Governance Committee has determined the awards will be delivered solely in the form of time-vested restricted shares. This is to ensure a fundamental alignment to our compensation strategy, the interests of both our shareholders and broader stakeholders, and to mitigate the risks of setting multi-year goals at this stage in the Company’s lifecycle.

Accordingly, for 2023, 76% of our CEO’s target total compensation was variable and 73% of the other NEOs’ respective target total compensation was variable.

Other key features of our program include the following:

Highlights of Program

•

Consistent corporate performance objectives across our incentive eligible population

•

Qualitative and quantitative performance metrics to balance short-term and long-term priorities, and discourage excessive risk-taking

•

Limited discretion in Committee evaluation of NEO performance, which is measured by application of MBIA’s quantifiable strategic scorecard in determining annual incentive awards, with the CEO’s award based solely on the company scorecard

•

Alignment of measurement of performance between NEOs and the Company’s broader employee population

•

Heavy weighting towards equity compensation with five-year vesting periods, mandatory stock ownership guidelines and retention requirements beyond retirement

•

Compensation levels targeted at median against an appropriately sized peer group

We believe that the design of our program enhances the likelihood that our NEOs will remain with the Company, performing for the benefit of shareholders’ long-term interests.

Looking to the future

While our focus remains on aligning pay with performance, we recognize that tying long-term compensation to TSR no longer aligns with the Company’s strategic objectives, in particular pursuing a sale of the Company as early as this year. Accordingly, in 2024, for the 2023 performance year, no performance based restricted shares will be awarded and all long-term incentives will be in the form of time-based restricted shares. We remain committed to maintaining the performance-oriented compensation structure which has been met with strong support in say-on-pay results. This will be reflected in the annual performance scorecard, used to determine annual incentive outcomes, and the inherent connection to the value of our stock through the use of time-based restricted share awards. We believe this adjustment to long term compensation allows the Company to maintain a means through which to retain and motivate a senior leadership team committed to success in implementing the Company’s strategic goals for the benefit of our shareholders. Given our NEOs own and have unvested shares representing 13.14% of the Company, we believe there is strong alignment of interests across management and our shareholders.

We further recognize the need for the Company to reduce the ranks of its most senior leadership to reflect its needs as it continues its pursuit of strategic alternatives including streamlining the organization. To that end, the Company recently announced its separation agreement with Anthony McKiernan whose leadership as Chief Financial Officer over the past several years, and in particular with the respect to the special dividend paid to shareholders in December 2023, has been integral to the Company navigating key challenges.

We do not otherwise anticipate significant changes to our compensation program in 2024. We have been diligent and forward-looking in promoting the Company’s dedication – not just to shareholders – but to all stakeholders, including its employees and the communities in which we operate. Our annual performance goals accordingly reconfirm our ongoing focus on corporate culture and human capital management as key drivers in driving successful outcomes. We continue to welcome shareholder feedback and will keep our programs, policies and practices subject to annual review.

On behalf of the Compensation & Governance Committee, Diane L. Dewbrey

Compensation & Governance Committee

Diane L. Dewbrey, Chair

Steven J. Gilbert

Janice L. Innis-Thompson

Theodore E. Shasta

Richard C. Vaughan

Compensation Overview

Named Executive Officers

Following are our NEOs in 2023, who are listed in the Summary Compensation Table.

•

William C. Fallon, Chief Executive Officer

•

Anthony McKiernan, EVP, Chief Financial Officer and Treasurer ^*

•

Adam T. Bergonzi, AVP and National’s Chief Risk Officer

•

Daniel M. Avitabile, AVP and MBIA Insurance’s President and Chief Risk Officer

•

Christopher H. Young, AVP and National’s Chief Financial Officer

Compensation Strategy

Our compensation program is designed to retain and motivate a highly skilled team of senior executives whose collective performance will build sustainable shareholder value, align our senior executives’ interests with those of shareholders and avoid unnecessary or excessive risk.

We achieve these goals through a combination of fixed and variable compensation elements, with variable compensation contingent on successful performance in areas of critical strategic significance to MBIA and its shareholders, thus tying pay with MBIA’s performance.

Alignment with MBIA’s Corporate Strategies

To be successful in effectively tying pay to MBIA’s performance, it is critical that we align our compensation strategy with our overall corporate strategies.

In February 2023, consistent with these areas of focus, senior management proposed a draft scorecard of corporate metrics to the Board, against which MBIA’s and its senior team’s performance in 2023 would be measured. The Board discussed the proposal at length with management during the February 2023 Board meeting, and ultimately approved the final scorecard. This scorecard identifies several broad performance categories for MBIA Inc., the holding company, National, MBIA Insurance, and the collective enterprise, with sub-goals established to measure performance within each category. The Board uses the quantitative score generated by this scorecard as the basis for evaluating and approving NEO annual incentive awards.

^*	On March 7, 2024 the Company announced that it had entered into a separation agreement with Mr. McKiernan effective April 30, 2024. (See current report on Form 8-K dated March 7, 2024.)

The 2023 scorecard is discussed in more depth in the section below labeled “Annual Incentive Awards for 2023 Performance”. In short, however, the performance metrics represented in the 2023 scorecard include the following:



Performance Metric		Why it Matters

Remediation of Problem Credits at National		Effectively remediating troubled credits within National’s portfolio, in particular its exposures relating to Puerto Rico and its instrumentalities, is central to the long-term safety of National policyholders and the economic value proposition for our shareholders

MBIA Insurance Portfolio Management and Remediation		Evaluating the effective management of the MBIA Insurance portfolio and remediation of troubled credits ensures that appropriate incentives exist for the benefit of policyholders and creditors

MBIA Inc. Liquidity		Optimizing liquidity at the holding company, by ensuring adequate resources exist to meet future obligations, and properly managing the strategic use of capital, is of paramount importance to MBIA’s long-term financial health

Evaluation and Pursuit of Strategic Alternatives		With the Company’s operating companies in run-off, evaluating and pursuing strategic alternatives for the benefit of shareholders is a core responsibility of the management team and the company’s employees, to drive shareholder value

Adjusted Book Value (“ABV”)		Targeting defined ABV goals provides a focus on the growth in the value of MBIA for our shareholders

Expense Management		Focusing on expense management ensures that MBIA is efficient in allocating resources where needed while complying with capital and liquidity requirements

People Management		At a juncture where the Company’s operating subsidiaries are in run-off, remaining focused on supporting, motivating and retaining key employees is critical to successfully pursuing our strategic endeavors for the benefit of shareholders and to execute our other goals

Compensation Practices

MBIA has adopted a number of policies and practices relating to compensation which we believe are in the best interests of our shareholders.



Best Practices and policies that we follow		Practices that we do not follow

• Deliver the majority of target compensation in the form of variable pay • Tie variable pay to successful performance in areas of strategic significance • Assess performance both quantitatively and qualitatively to ensure appropriate outcomes • Cap the cash annual incentive opportunity • Use equity vehicles, and established stock ownership guidelines and stock retention requirements beyond retirement, to directly align NEO interests with those of shareholders • Phase the vesting of equity awards over a five-year period • Operate a clawback policy • Apply double-trigger for change in control payments • Prohibit short sales, hedging or pledging of our stock • Engage an external independent advisor		• Provide guaranteed bonuses • Encourage excessive risk • Provide excessive perquisites • Make decisions solely based on market data • Offer employment contracts • Grant back-dated or make-up incentive awards

Compensation Approach

The MBIA executive compensation program comprises three core elements: a base salary, annual cash incentive opportunity and long-term incentive opportunity, delivered in the form of MBIA stock.

LOGO

Base salary reflects the salary set in respect of the relevant year; annual incentive reflects the target value of the award in respect of the year, paid within two months thereafter; long-term incentives reflect the target value of the award in respect of the year, granted within 2.5 months thereafter. CEO data reflects Mr. Fallon, and NEO data is the average for the other NEOs. As discussed in the Committee’s letter, the 2023 long-term incentive awards made in the first quarter of 2024 were granted solely in the form of time-based restricted shares.

In addition, MBIA’s executives receive the same benefits as our general employee population. This includes participation in healthcare benefits, where MBIA shares in the cost of employee health insurance coverage; supplemental disability insurance; and contributions to defined contribution retirement programs based on a stated percentage of the employee’s compensation. No perquisites are paid to NEOs.

The table below describes each compensation element:



Element and Purpose	Key Features	Performance Measures
Base Salary To compensate executives competitively for their roles at MBIA	• Fixed pay • Informed by reference to peer group median and adjusted for, among other variables, tenure, knowledge, ability and experience • Level also takes account of scope of role • Reviewed annually	• Not applicable
Annual Incentive Award To drive performance against annual strategic goals and reward appropriately	• Variable pay delivered in cash • Value determined based on performance against pre-defined objectives • Target values set with reference to peer group median • Actual bonus can range from 0% to 200% of target • The Committee has the ability to consider individual performance but the CEO’s 2023 award was based solely on the corporate scorecard	• Based on performance against the corporate scorecard of quantifiable objectives • Performance goals based on MBIA’s three-year tactical and strategic objectives

Long-Term Incentive Compensation
Performance-Based Shares To drive performance against critical strategic imperatives that create sustainable long-term shareholder value, align senior leader interests with shareholders and reward appropriately	• Variable pay delivered, if at all, in equity • 2022 awards made in early 2023 accounted for two-thirds of the total long- term compensation • Target values informed by reference to peer group median • Actual payout can range from 0% to 200% of target award • Earned shares vest subject to continued employment and performance and vest in equal installments on the third, fourth and fifth anniversaries of the date of grant • No performance-based shares were awarded in 2024 in respect of 2023 performance year	• Assessed against pre-established performance measures • Vesting of 2022 award made in early 2023 is based solely on absolute total shareholder return and measured over three years • Performance is assessed at the end of the three-year performance period (December 31, 2025 for the March 2023 awards) • Performance shares will be forfeited if minimum targets are not met; for instance if total shareholder return is flat or negative over the performance period
Time-Based Shares To provide a focus on sustainable long-term shareholder value creation, align senior leader interests with shareholders, reward appropriately and retain senior leaders	• Variable pay delivered in equity • 2022 awards made in early 2023 account for one-third of the total long- term compensation • Target values informed by reference to peer group median • Awards vest subject to continued employment • Shares vest in equal installments on the third, fourth and fifth anniversaries of date of grant (annual grants)	• Continued employment (condition for vesting) • 2023 awards made in early 2024 are made solely in form of time-based restricted shares

Compensation Governance

There are a number of factors that come together to ensure proper governance of MBIA’s compensation programs. This section will look at these in turn, discussing the importance and function of each.

Compensation Oversight

The Compensation and Governance Committee comprises MBIA’s five independent outside directors, each of whom was recruited to join MBIA on account of their expertise and seniority in a substantive area (such as banking, accounting and/or asset management) of relevance to MBIA’s core strategic agenda. During 2023, the Committee met five times in regular session and has overall responsibility for overseeing MBIA’s compensation programs, approving as a Committee and providing input and recommendations to the Board regarding our NEOs’ compensation.

The Committee receives information and support from management, and expert guidance from an independent committee advisor, both of which impact the ultimate recommendations the Committee makes to the Board.

LOGO

Additional information on the Committee can be found on page 3 in the “Board of Directors corporate governance section”.

Use of an Independent Advisor

Since 2009, the Committee has retained WTW as an advisor to provide independent advice on a range of compensation issues. This primarily involves assisting in analyzing the competitiveness of NEO and non-employee director compensation, reviewing incentive design, periodically assisting in reviewing the competitive peer group and other activities as directed by the Committee. The Committee uses WTW’s advice and insight to inform the eventual decision-making process.

In assessing WTW’s independence, the Committee considered the six independence factors for compensation consultants listed in the NYSE listing requirements and determined that there were no conflicts of interest.

Shareholder Engagement

MBIA takes shareholder outreach and feedback seriously, and senior management interacts regularly with our shareholders. Additionally, in recent years the Chair of the Committee has participated directly in shareholder engagement to ensure we broadly receive direct and constructive feedback to inform our thinking on NEO compensation and other issues of importance to shareholders. This feedback has had a meaningful impact on both our compensation philosophy and program design.

In 2023, we invited over 49% of our shareholders to speak with us, and engaged with all shareholders who expressed an interest in doing so.

The feedback received over the past several years, and the votes
supporting prior years’ executive compensation decisions, has been uniformly positive and reflects ongoing support for our NEO compensation structure. Our most recent say on pay vote secured in excess of 95% support.

2023 Shareholder Engagement

• Invited over 49% of shareholders to speak with us; engaged with those who expressed an interest in doing so

• Feedback over past several years and shareholder voting has confirmed satisfaction with our executive compensation program

• Reviewed Glass Lewis and ISS reports

Looking to the future, MBIA is committed to continuing to maintain ongoing dialogue with our major shareholders to ensure we remain fully aware of shareholder expectations and concerns.

The Annual Process

The Committee is responsible for reviewing the design, levels and outcomes under MBIA’s NEO compensation program, along with associated feedback from shareholders. It typically meets five times per year to execute upon the various procedural steps outlined below.

LOGO

• Review and assess prior year performance of CEO and leadership team

• Recommend compensation to be paid to CEO and leadership team for the prior year

• Review and approve CEO’s recommendations for aggregate level of compensation to be paid to all other employees for the prior year

• Evaluate compensation policies and practices to determine whether either will create risks

• Review and approve the overall compensation policy taking into consideration results of say-on-pay vote from prior year

• Establish and recommend target compensation to be paid to CEO and leadership team for current year

• Review and approve CEO goals and objectives for current year

• Review and approve compensation disclosures in Proxy and Form 10-K

• Recommend committee and chair assignments for Board members

• Discuss investor outreach and status of shareholder votes

• Discuss shareholder advisory reports

• Review the results of the say-on-pay vote

• Perform peer group review

• Receive regulatory update (or at other times as appropriate)

• Oversee annual evaluation of the Board and Board Committees, including the Committee structure

• Review Director performance

• Review and approve Committee Charter

• Preview drafts of Proxy tables

• Assess external advisor independence

• Review NEO compensation relative to market

• Review Director compensation relative to market

Managing Compensation-Related Risks

Risk is a central part of MBIA’s business, and appropriately managing that risk is critical to our success. Our approach to risk management is evident in the very core of our business. Our values embrace integrity, through our Standard of Conduct, and underscore our commitment to performance excellence.

The Committee’s role relative to risk mitigation is to design and review our compensation programs to ensure that they do not encourage unnecessary, inappropriate or excessive risk-taking. The Committee’s role spans the structure of the programs themselves, including the weighting of the relative components of compensation, along with the targets attached to variable compensation opportunities. Each year, the Committee assesses MBIA’s compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on MBIA.

In conducting this assessment, the Committee considered a range of areas, including:

•

The performance measures, and their relative balance, used within our incentive plans;

•

The attributes of MBIA’s compensation practices, such as pay mix and the range of potential minimum to maximum payouts; and

•

The design of MBIA’s broader compensation policies.

Based on its assessment for 2023, the Committee concluded that MBIA’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on MBIA, while providing adequate incentives to build sustainable long-term shareholder value.

There are a number of features of our executive compensation programs that demonstrate our strong commitment to appropriately mitigating compensation-related risk which are considered as part of this assessment, and we will look at each of these in turn.

Use of Discretion and Judgment. To discourage imprudent risk taking by our NEOs, when assessing outcomes under the annual incentive plan, the Committee takes account of performance against the established Company objectives, as well as a macro level view of performance and behaviors. This enables the Committee to assess not only MBIA’s accomplishments, but also how these accomplishments were achieved.

If needed, the Committee can use its discretion to adjust, up or down, annual incentive awards to take into account any unanticipated or extraordinary events, or broader performance that did not align with expectations or poor risk management.

Clawback. In July 2023, the Committee approved revisions to the Executive Compensation Clawback Policy that had previously been in effect since February 2013. The purpose of the revisions were to ensure the Company was compliant with the applicable listing standards in the event of a restatement.

A summary of the policy can be found as Exhibit 97.1 in the Company’s Form 10-K for the period ending December 31, 2023. In summary the policy provides the Company with the authority to recover erroneously awarded compensation in the event of a financial restatement from current and former executive officers. To provide internal alignment the Committee also approved a Supplemental Executive Compensation Clawback Policy for Managing Directors. This is intended to promote ethical behavior and accountability with respect to the accuracy of financial reporting and operates on a discretionary, rather than mandatory basis, in the event of a financial restatement.

Stock Ownership Guidelines. MBIA has implemented stock ownership guidelines which align senior management’s interests with those of our shareholders. Under these guidelines, certain senior employees are expected to own MBIA stock worth a value equal to a multiple of their base salary.



Role			Ownership Guideline (Multiple of Base Salary)
Chief Executive Officer			7x
Chief Financial Officer and other NEOs			3x

As of March 8, 2024, Mr. Fallon and Mr. McKiernan have exceeded their ownership guidelines. The other three NEOs are in the position to meet and exceed their guideline in the near term. In assessing achievement, stock owned directly and any stock held in retirement plans will be counted. Interests such as the value of unvested restricted stock or unvested stock options are not counted.

Stock Holding Periods. Once an NEO has achieved his or her ownership guideline, they are permitted to divest 25% of any excess above the guidelines during any 12-month period while the individual is still employed. Individuals are also permitted to sell stock for the purpose of settling taxes on long-term incentive awards. Notably, no current NEO has ever sold any MBIA stock other than as an offset to the taxes incurred when shares vested.

Upon retirement, individuals are permitted to sell one-third of his or her holdings immediately, one-third a year after termination and the final third two years after termination. This provides an ongoing interest in MBIA’s long-term performance beyond employment and reinforces the importance of proactive succession planning. This does not preclude any individual electing to maintain his or her holdings for a longer period of time.

Company Policies Prohibit Hedging and/or Pledging of Company Stock. MBIA maintains rigorous anti- hedging and anti-pledging of shares policies. Specifically, MBIA’s Insider Trading Policy prohibits Directors, officers and employees from (i) engaging in hedging transactions, (ii) pledging MBIA securities as collateral, or (iii) holding MBIA securities in a margin account, without the prior approval of such transactions by the MBIA Legal Department. The MBIA Legal Department has not been requested to approve any such transactions, and has not done so, in over ten years. The Policy also prohibits directors, officers and employees from engaging in short sales or transactions involving puts, calls and other types of options in MBIA’s securities, including equity swaps and similar derivative transactions.

Compensation Peer Group

Another integral part of our compensation governance is the Committee’s review of MBIA’s compensation programs relative to what its peers are doing in the market. When reviewing our compensation programs, while keeping a keen focus on what is in MBIA’s and shareholders’ best interests, the Committee’s understanding of market practices to assess the competitiveness and appropriateness of compensation is also an important consideration.

Principles for identifying compensation peers

• Operate in similar or comparable industry segments: Property and Casualty Insurance, Reinsurance

• Subject to similar legal or regulatory environments

• Comparable in size and scope

• Competitor for talent

One of the challenges for MBIA when establishing its peer group is the limited number of directly comparable organizations. Based on the established parameters (see left), which are reviewed periodically to ensure continuing relevance, the Committee has adopted a group of companies that has been in place for several years, with any changes simply reflecting the impact of transaction activity. During 2023 the Committee reviewed the composition of the peer group. One peer company, FedNat Holding Company, was removed due to filing for Chapter 11 bankruptcy protection. The Committee determined that no suitable replacement company was available and that the 16 company peer group remained sufficiently robust.

Compensation Peer Group

• Ambac Financial

• Argo Group International

• Assured Guaranty

• Employers Holdings

• FedNat Holdings*

• Global Indemnity Limited

• Greenlight Capital Re

• HCI Group

• James River Group Holdings

• Kinsale Capital Group

• MGIC Investment

• ProAssurance Corp.

• RLI Corp.

• SiriusPoint Ltd.

• United Insurance Holdings

• Universal Insurance Holdings

• White Mountains Insurance

*	Included in the 2022 group used to inform 2023 compensation decisions, but removed during 2023 and as such was not used to inform 2024 compensation decisions.

We consider it important to evaluate ourselves against a robust peer group that is large enough to withstand potential changes to the composite companies. MBIA ranked between the lower quartile and the median on assets and below the lower quartile on market capitalization and revenue at the time of our market compensation review in 2023. For roles other than the Chief Executive Officer and Chief Financial Officer, the Committee also considers data for industry companies in published compensation surveys.

2023 Compensation Decisions and Outcomes

An Overview of Performance in 2023

In 2023, following a year in which the Company experienced an 18% decrease in its share value but also made meaningful progress in remediating National’s exposure to Puerto Rico, the Company advanced its pursuit of strategic alternatives, ultimately returning value to its shareholders that culminated in an extraordinary dividend of $8 per share paid on December 22, 2023. This extraordinary dividend, funded following NYDFS’s approval of a $550 million dividend from National is the first dividend to shareholders since 2007. The Company also retained a portion of the dividend from National, together with a $97 million as of right dividend received from National in November 2023, to significantly bolster the Company’s liquidity.

For its core operating objectives, the Company is focused on (i) ensuring that adequate liquidity exists at the holding company to satisfy all outstanding obligations, (ii) maximizing the economics of National’s existing insured portfolio through effective surveillance and remediation activity, and by managing its investment portfolio, and (iii) satisfying claims by MBIA Insurance policyholders, taking all prudent steps to maximize recoveries for its senior lenders, and reducing and mitigating potential losses on its insurance exposures.

In 2023, satisfaction of these goals was largely focused on the Company’s pursuit of a special dividend from National, as discussed above, and ongoing efforts to remediate National’s final significant troubled Puerto Rico exposure, PREPA. National entered into an Amended Plan Support Agreement with the Financial Oversight Management Board (“Oversight Board”) in August 2023 that supports a reorganization plan that would resolve PREPA’s Title III proceeding, which is scheduled for confirmation proceedings in March 2024. No specific outcome can be guaranteed.

MBIA Insurance was successful in collaborating with certain transaction parties to terminate a significant portion of its obligations, which, along with certain scheduled amortization, resulted in a decrease in its insured portfolio by over 15%. This success, however, was offset by the failure to secure material recoveries on prior Zohar credit payments.

When these developments and others were measured against the Company’s annual performance scorecard, as discussed further below, performance for the period ended December 31, 2023 resulted in an annual incentive scorecard achievement at 113% of target.

The compensation of our NEOs in 2023 is explained in the following sections and in the Summary Compensation Table that follows.

Base Salary

Base salaries are generally set based on the job content of each position, informed by salary data for comparable positions within our compensation peer group. From time to time, adjustments are also made based on the executive’s experience, performance and potential. The Committee generally targets base salaries for the NEOs around the market median for executives in similar positions within the compensation peer group. The increases approved in respect of Mr. Avitabile and Mr. Young reflect their first salary increases since 2017.



Named Executive Officer	2023 Base Salary		2024 Base Salary		Increase on 2023

William C. Fallon	$	900,000	$	900,000		0	%

Anthony McKiernan	$	500,000	$	500,000		0	%

Adam T. Bergonzi	$	500,000	$	500,000		0	%

Daniel M. Avitabile	$	325,000	$	375,000		15	%

Christopher H. Young	$	325,000	$	375,000		15	%

2023 Annual Incentive

The annual incentive is a performance bonus, paid in cash, which is designed to compensate NEOs for progress against MBIA’s shorter-term tactical and strategic objectives.

Annual Incentive Awards for 2023 Performance

The 2023 annual incentive for NEOs, as well as other associates at MBIA more broadly, is based on a scorecard of performance in four key areas, discussed in detail below: performance in our two operating subsidiaries, National (15% of total score) and MBIA Insurance (10%); performance at the corporate holding company level (10%); and enterprise-wide performance (65%). The objectives in each of these areas, along with the underlying performance targets, align to MBIA’s shorter-term tactical and strategic plan, providing direct alignment to our business strategy.

The table below reflects the outcome for the scorecard for 2023, including the four areas and underlying performance objectives. Each area and goal had an associated weighting, as noted, which was used to determine the overall score under the plan, and the chart below reflects the weight and performance level assigned to each goal. The goals have been identified as strategic priorities, and are appropriate for inclusion in the annual incentive plan as they focus on areas that are of critical importance to the value proposition of shareholders, and on which senior leaders can take action today.

2023 Annual Incentive Scorecard



	Below Target	Target	Above Target	Overall % of Target
National (15%)				80%
Portfolio Management and Remediation of Troubled Credits	•
MBIA Insurance Corporation (10%)				69%
Portfolio Management and Remediation of Troubled Credits	•
Corporate Segment (10%)				150%
MBIA Inc. Liquidity			•
Enterprise Objectives (65%)				122%
Evaluation and Pursuit of Strategic Alternatives (35%)			•
ABV (10%)	•
Expense Management: Consolidated Operating Expenses (5%)	•
People Management (15%)			•
Overall Formulaic Outcome				113%

Performance highlights in each of the four areas were as follows:



National		MBIA Insurance Corporation
• Scoring for portfolio management and remediation of troubled credits in National’s portfolio is largely focused on outcomes related PREPA, as well as for collective general developments. A final outcome for PREPA remains to be determined • As discussed earlier in this CD&A, the Company materially advanced its efforts to secure a definitive outcome on PREPA by entering into an agreement to resolve its claims in that proceeding, which agreement was subsequently incorporated into a PREPA reorganization plan.		• Continued reduction in distressed insured exposure, which, along with certain scheduled amortization, resulted in further runoff of Corp.’s insured portfolio by over 15%. • Success above was offset by failure to secure material recoveries on prior Zohar credit payments. Efforts to monetize existing assets arising from the Zohar payments will continue during 2024.

Corporate Segment		Enterprise Objectives
• Liquidity benefits from higher than expected dividends from National and lower net interest swap payments led to a position of excess to target liquidity, enhancing Company ability to satisfy obligations during the strategic plan period, and leading to a score above target against the Company’s goals		• The Company accomplished above target its plans to begin pursuit of strategic alternatives. After pausing its pursuit of a sale of the Company, the Company sought and received NYDFS approval of an $550 million extraordinary dividend from National. The Company distributed an $8 per share dividend to shareholders on December 22, 2023. • The Company’s Adjusted Book Value (a non-GAAP measure discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023) per share as of year-end 2023 was $25.70 (before adjusting for the $8 per share dividend to shareholders), versus $28.73 as of year-end 2022, underperforming the target of $28.14 approved by the Board in February 2023. Target is set with an expectation of a reduction in year-over-year ABV, given the Company’s decision to cease pursuing new business, but insurance losses at its operating companies exceeded forecasts built into the ABV target calculation. • In a year in which management and retention of key employees was a particular focus of the Committee, particularly given the initiation of a strategic alternative process, the Company scored above target on the People Management objective. • Consolidated Operating Expenses modestly exceeded Plan and resulted in a score below target.

In 2023, target bonus opportunities for the NEOs were as set forth below. The maximum bonus opportunity was capped at two-times the target opportunity. Company performance against its annual scorecard, which establishes the default amount of NEO annual incentive compensation, was measured at 113% of target.

Having reviewed individual performance and contributions during 2023, the Chief Executive Officer recommended, and the Committee approved, individual performance modifiers for Mr. McKiernan, Mr. Bergonzi and Mr. Young. This reflected their significant work and achievements in relation to the extraordinary dividend payment and restructuring of PREPA.

The following table reflects the resulting annual incentive awards in respect of 2023 performance for our NEOs:


Named Executive Officer	2023 Bonus Target % (of Base Salary)			2023 Bonus Target		2023 Actual Bonus Paid		2023 Bonus Paid as a % of Target

William C. Fallon		133	%	$	1,200,000	$	1,356,000		113	%

Anthony McKiernan		120	%	$	600,000	$	878,000		146	%

Adam T. Bergonzi		120	%	$	600,000	$	878,000		146	%

Daniel M. Avitabile		108	%	$	350,000	$	395,500		113	%

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SEC Form DEF 14A filed by MBIA Inc.