Proxy Statement for 2022 Annual Meeting

MGIC Investment Corporation

Notice of 2022 Annual Meeting of Shareholders

When:

Items of Business:

Thursday, April 28, 2022, at	1	Election of thirteen directors
9:00 a.m. Central time. Admittance
to the webcast begins at 8:45 a.m.	2	Advisory vote to approve named executive officer
compensation
Where:
3	Ratification of appointment of
Via webcast at	PricewaterhouseCoopers LLP as our independent
www.virtualshareholdermeeting.	registered public accounting firm for 2022
com/MTG2022
4	Any other matters that properly come before the
meeting

Record Date:

You can vote if you were a shareholder of record on March 11, 2022.

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and to vote as soon as possible using one of the methods described beginning on page60.

By Order of the Board of Directors

Paula C. Maggio

Executive Vice President, General Counsel and Secretary March 25, 2022

Table of Contents

Proxy Summary

Corporate Governance and Board Matters

Corporate Governance Guidelines and Code of Business Conduct

16 6

Director Independence Related Person Transactions Board Leadership Communicating with the Board

6

7

8

8

Director Selection

8

Oversight of Risk and ESG Matters Board Meetings and Committees

11

12

Nominees for DirectorItem 1 - Election of DirectorsCompensation of Directors

16

20

21

Item 2 - Advisory Vote to Approve Our Executive Compensation

Compensation Discussion and Analysis Executive Summary

Key Takeaways

Shareholder Outreach and Consideration of "Say on Pay" VotesCompensation-Related Policies and Best Practices

Objectives of our Executive Compensation Program

How We Make Compensation Decisions Benchmarking

Components of our Executive Compensation Program

24 24 25 25 26 27 28 29 30 32

Item 2 - Advisory Vote to Approve Our Executive Compensation (Continued)

Other Aspects of our Executive Compensation Program

41

Compensation Committee Report Compensation and Related Tables

Summary Compensation Table 2021 Grants of Plan-Based Awards

43 44 44 46

Outstanding Equity Awards at 2021 Fiscal Year-End

47

2021 Stock Vested

48

Pension Benefits at 2021 Fiscal Year-End

49

Potential Payments Upon Termination or Change-in-Control

51

Change in Control Agreements and Severance Pay

52

2021 CEO Pay Ratio

55

Item 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

56

Audit Committee Report Other Matters

57

58

Stock Ownership

58

About the Meeting and Proxy Materials

59

Appendix A - Glossary of Terms and Acronyms

App

A- 1

Appendix B - Explanation and Reconciliation of Non-GAAP Financial Measures

App B- 1

MGIC Investment Corporation

P.O. Box 488

MGIC Plaza, 270 East KilbouAvenue

Milwaukee, WI 53201

Proxy Statement

Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 28, 2022 at 9:00 a.m. Central time, via webcast atwww.virtualshareholdermeeting.com/MTG2022, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as "the Company," "we" or "us." This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 25, 2022. If you have any questions about attending our Annual Meeting, you can call Investor Relations at (414) 347-6596.

Proxy Summary

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information you should consider. Please review the Company's complete Proxy Statement before voting.Please refer to our Glossary of Terms and Acronyms in Appendix A to this Proxy Statement for definitions of certain capitalized terms.

Voting Matters and Board Recommendation

Proposal Voting MatterMore Information

Board Vote Recommendation

1 2 3

Election of Thirteen Directors

Page20

FOReach Director

Nominee

Advisory Vote on Executive Compensation

Page24

Ratification of Independent Registered Public Accounting Firm

Page56

FOR FOR

Our Business Strategies and 2021 Highlights

Through our subsidiary, Mortgage Guaranty Insurance Corporation (MGIC), we are a leading provider of mortgage insurance to lenders throughout the United States and to Fannie Mae and Freddie Mac (the GSEs). Our business strategies are to 1) maximize the value we create through our mortgage credit enhancement activities; 2) differentiate ourselves through our customer experience; 3) establish a competitive advantage through our digital and analytical capabilities; 4) excel at acquiring, managing and distributing mortgage credit risk and the related capital; 5) maintain financial strength through economic cycles; and 6) foster an environment that embraces diversity and best positions our people to succeed. As we discuss in the Compensation Discussion & Analysis (CD&A), the compensation of our Named Executive Officers (NEOs) is tied to our financial performance and to performance against business objectives that directly support these business strategies.

MGIC Investment Corporation -2022 Proxy Statement│1

PROXY SUMMARY

We began 2021 with continued uncertainty about how COVID-19 would impact the borrowers whose mortgages we insured and the size of the market for our product. Unemployment was still a high 6.7% at year-end 2020. Mortgage originations were expected to be 20% lower in 2021 than in 2020 and the market for our product was expected to shrink by 17%. There was some conceabout home prices after they had increased by 11.7% in 2020 (seasonally-adjusted Purchase-Only U.S. Home Price Index of the FHFA).

Despite those potential headwinds, our Company performed very well in 2021: we earned net income of $635 million on revenues of $1.2 billion. As shown by the metrics below, in 2021, our new insurance written grew by 7.2%, our insurance in force grew by 11.3% and our adjusted net operating income per diluted share grew by 44.7%. These metrics, among others, were considered when determining the 2021 bonuses of our NEOs and our success in advancing our business strategies.

$1.84

$1.91

2019

2020

2021

2019

2020

2021

2019

2020

2021

• 1 Direct NIW (before the effects of reinsurance).

• 2 Direct primary IIF (before the effects of reinsurance), which is an important driver of our future premiums.

• 3 This is a non-GAAP measure of performance. For a description of how we calculate this measure and for a reconciliation of this measure to its nearest comparable GAAP measure, seeAppendix Bto this Proxy Statement.

Following are several of our additional 2021 accomplishments that furthered our business strategies.

Business Strategy

Results

Maximize value created through mortgage credit enhancement activities

Earned $635 million of net income on $1.2 billion of revenues, compared to $446 million in 2020.

è

Earned a 13.5% retuon beginning shareholders' equity.

Increased book value per common share by 9.4%.

Our sales team is a core and sustainable strength - it is a brand built over decades.

Differentiate through customer experience

èImprovements to our systems and processes have led to more efficient underwriting for our customers.

Our market share is evidence of the value of our customer experience.

Establish competitive advantage through digital and analytical capabilities

We continued to transform our business processes along a number of dimensions, including:

è

• • Pricing

• • Data and analytics

• • Inside sales

• • Underwriting

2│MGIC Investment Corporation -2022 Proxy Statement

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MGIC Investment Corporation published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2022 17:59:30 UTC.