Sector: Financials
MBIA INC · Meeting: May 5, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Dewbrey has served since 2018, meets attendance requirements, is independent, and the stock performance TSR trigger does not apply — MBIA's 3-year return of +48.8% is strong positive, and the gap versus XLF of -15.0pp falls well short of the 65pp threshold required to trigger an against vote.
Mr. Fallon serves as CEO-director and has been on the board since 2017; the TSR trigger does not apply as the -15.0pp gap versus XLF is far below the 65pp threshold for strong-positive absolute returns, and no overboarding, attendance, or independence concerns are present.
Mr. Gilbert has served since 2011 and is independent; the TSR trigger does not apply given the -15.0pp gap versus XLF is well below the 65pp threshold for strong-positive absolute returns, and his extensive financial services and board experience supports his continued service.
Ms. Innis-Thompson joined in October 2021, is independent, met attendance requirements, and the TSR trigger does not apply as the -15.0pp gap versus XLF is far below the 65pp threshold; her legal, compliance, and insurance leadership experience is relevant to MBIA's business.
Mr. Shasta has served since 2009, is independent, met attendance requirements, and the TSR trigger does not apply as the -15.0pp gap versus XLF falls well below the 65pp threshold required for strong-positive absolute returns; his deep insurance industry financial analysis expertise is directly relevant.
Mr. Vaughan has served since 2007, is independent, met attendance requirements, and the TSR trigger does not apply as the -15.0pp gap versus XLF is far below the 65pp threshold; his background as a former CFO and KPMG partner makes him well-qualified for audit and finance committee service.
All six director nominees receive a FOR vote. MBIA's 3-year stock return of +48.8% is strongly positive, and the company's underperformance versus the XLF benchmark is only -15.0 percentage points — well below the 65pp threshold required to trigger an against vote when absolute returns are above +20%. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
CEO
William C. Fallon
Total Comp
$4,285,215
Prior Support
89%%
CEO total compensation of $4,285,215 is reasonable for a financial services company of MBIA's size and complexity, and prior say-on-pay support of over 89% signals broad shareholder satisfaction with the program. The compensation structure is well-designed: approximately 76% of the CEO's target pay is variable, incentive awards are tied to a quantitative scorecard and to absolute total shareholder return over a three-year period, and the 2023-2025 performance share awards paid out at 110% of target reflecting actual 28.9% TSR growth — a genuine pay-for-performance outcome. The company maintains a meaningful clawback policy, stock ownership guidelines, anti-hedging and anti-pledging policies, and no perquisites are paid to executives, all of which reflect sound compensation governance.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,389,000
Non-Audit Fees
$153,000
Non-audit fees (audit-related $102K + tax $49K + other $2K = $153K) represent approximately 4.5% of audit fees of $3,389K, well below the 50% threshold that would raise independence concerns. PricewaterhouseCoopers is a Big 4 firm appropriate for MBIA's size and complexity. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not fire — this is noted as a minor negative factor but does not change the vote. No material financial restatements were identified.
MBIA's 2026 annual meeting presents a clean ballot with three standard proposals — director elections, say-on-pay, and auditor ratification — and no stockholder proposals. All six director nominees, the executive compensation program, and PricewaterhouseCoopers as auditor receive FOR votes, as no policy triggers are met across any of the three proposals.
