Corporate Governance

This board has some chutzpah. After watching the stock fall from the mid $60s down to $3, you'd think they'd be embarrased or something. But no - instead they protected their own underperforming positions by making their poison pill more protective.

My favorite part of this was their attempt to explain this as a tax strategy. I can only believe that they feel the investing public is easily duped.
in case you're interested in seeing their spin on this.

So who's on this board?
James A. Abbott
Director of MGIC since 1989, has been Chairman and a principal of American Security Mortgage Corp., a mortgage banking firm, since June 1999. He served as President and Chief Executive Officer of First Union Mortgage Corporation, a mortgage banking company, from January 1980 to December 1994.

Karl E. Case
Director of MGIC since 1991, is the Katharine Coman and A. Barton Hepburn Professor of Economics at Wellesley College where he has taught since 1976.
Dr. Case has been Visiting Scholar at the Federal Reserve Bank of Boston since 1985. He is also a director of Century Bancorp, Inc.
(I dont know what's scarier - this guy is teaching economics or that he's doing stuff with the Fed in Boston)

Curt S. Culver
Director of MGIC since 1999, has been Chairman of the Board of MGIC since January 2005 and its Chief Executive Officer since January 2000. He served as MGIC’s President from January 1999 to January 2006. Mr. Culver has been Chief Executive Officer of Mortgage Guaranty Insurance Corporation since January 1999, President of MGIC since May 1996, and held senior executive positions with Mortgage Guaranty Insurance Corporation for more than five years before then. He is also a director of Wisconsin Electric Power Company and Wisconsin Energy Corporation.
(Wisconsin Energy is WEC)

David S. Engelman
Director of MGIC since 1993, has been a private investor for more than five years. He was President and Chief Executive Officer, on an interim basis, of Fleetwood Enterprises, Inc., a manufacturer of recreational vehicles and manufactured housing, from February to August 2002. He is also a director of Fleetwood Enterprises, Inc. and Fieldstone Investment Corporation.
(Fleetwood is a penny stock listen on the pink sheets)

Thomas M. Hagerty
Director of MGIC since 2001, has been a managing director with Thomas H. Lee Partners, L.P. and its predecessor Thomas H. Lee Company, a private investment firm (“THL”), since 1992 and has been with the firm since 1988. Mr. Hagerty previously was in the Mergers and Acquisitions Department of Morgan Stanley & Co. Incorporated. He is also a director of Fidelity National Financial, Inc. and Fidelity National Information Services, Inc. In an attempt to preserve the value of an investment in Conseco, Inc. by an affiliate of THL, Mr. Hagerty served as the interim chief financial officer of Conseco from July 2000 until April 2001. In December 2002, Conseco filed a petition under the federal bankruptcy code.
(What more do you need to know - "Hi everybody - I've got bankruptcy in my rear view mirror!" Do you think he'd mention that if he didn't have to?)

Kenneth M. Jastrow
Director of MGIC since 1994, has been Chairman and Chief Executive Officer of Temple-Inland Inc., a holding company with interests in paper, forest products, financial services and real estate, since January 2000. He served as President and Chief Operating Officer of Temple-Inland from 1998 to 2000 and held senior executive positions with that company and its subsidiaries for more than five years before then. He is also a director of Temple-Inland and KB Home.
(Also on boards of Forestar Group FOR and Guaranty Financial Group GFG. Interesting that the bio doesnt mention that - almost makes me want to take a good look at them)


Daniel P. Kearney
Director of MGIC since 1999, is a business consultant and private investor. Mr. Kearney served as Executive Vice President and Chief Investment Officer of Aetna, Inc., a provider of health and retirement benefit plans and financial services, from 1991 to 1998. He was President and Chief Executive Officer of the Resolution Trust Corporation Oversight Board from 1990 to 1991, a principal of Aldrich, Eastman & Waltch, Inc., a pension fund advisor, from 1988 to 1989, and a managing director at Salomon Brothers Inc, an investment banking firm, from 1977 to 1988. He is also a director of Fiserv, Inc. and MBIA, Inc.

Michael E. Lehman
Director of MGIC since 2001, has been Executive Vice President and Chief Financial Officer of Sun Microsystems, Inc., a provider of computer systems and professional support services, since February 2006. From July 2000 to September 2002, when he retired from full-time employment, he was Executive Vice President of Sun Microsystems, he was its Chief Financial Officer from February 1994 to July 2002, and held senior executive positions with Sun Microsystems for more than five years before then.
(Sun has not been a big winner over his time here but give Sun's board credit for auctioning themselves off well to Oracle)

William A. McIntosh
Director of MGIC since 1996, was an executive committee member and a managing director at Salomon Brothers Inc., an investment banking firm, when he retired in 1995 after 35 years of service. He is also a director of Northwestern Mutual Series Fund Inc.

Leslie M. Muma
Director of MGIC since 1995, is retired and was Chief Executive Officer of Fiserv, Inc., a financial industry automation products and services firm from 1999 until December 2005. Before serving as Fiserv’s Chief Executive Officer, he was its President for many years.

Donald T. Nicolaisen
Director of MGIC since 2006, was the Chief Accountant of the United States Securities and Exchange Commission from September 2003 to November 2005, when he retired from full-time employment. Prior to joining the SEC, he was a Senior Partner at PricewaterhouseCoopers LLP, an accounting firm that he joined in 1967. He is also a director of Verizon Communications Inc., Morgan Stanley and Zurich Financial Services Group.
(With the SEC the last few years, huh?)

Let's see, FIServ, MBIA, and Morgan Stanley are the most notable relationships

This one is interesting - the ratings firms got this one right (for a change), and three board members just resigned and were replaced by two new board members. I'm sure the retiring board members are hoping that they got out before the news hit, but fortunately I do a little more research than just look at the corporate web site.

The newly retired board members are:
Gary Butler
( as per Forbes - Mr. Butler became president and chief executive officer of Automatic Data Processing on August 31, 2006. He was president and chief operating officer of Automatic Data Processing from April 1998 to August 31, 2006 )

Jim McDonald
Mr. McDonald, age 56, has served as a director of NYSE Euronext and its predecessors since November 2003 and continues to serve on the NYSE Group board. Since 2001, Mr. McDonald has been the president and chief executive officer of Rockefeller & Co., a United States firm that provides investment management, financial counseling and other services.

Tim Ring
Timothy M. Ring Chairman and Chief Executive Officer of C. R. Bard since August 2003, having been Group President from April 1997 to August 2003, Group Vice President from December 1993 to April 1997 and Corporate Vice President-Human Resources from June 1992 to December 1993; age 51. Mr. Ring has been a director of C. R. Bard since August 2003 and is a member of the Executive Committee.

The rest of the board, excluding the new members (who can't be held responsible for this mess)

JEFFREY M.PEEK
Jeffrey M. Peek is Chief Executive Officer and Chairman of the Board of Directors of CIT Group Inc. In 2003, Mr. Peek joined CIT as President and Chief Operating Officer. Previously, Mr. Peek was Vice Chairman of Credit Suisse First Boston LLC (“CSFB”) and was responsible for the firm's Financial Services Division, including Credit Suisse Asset Management, Pershing and Private Client Services.
(added from Forbes web site - Prior to joining CSFB in 2002, Mr. Peek was with Merrill Lynch since 1983, where he rose to the level of Executive Vice President of Merrill Lynch & Co., Inc. and was President of Merrill Lynch Investment Managers. He also served on the Executive Management Committee of Merrill Lynch & Co.)

WILLIAM M. FREEMAN
Mr. Freeman has served as Chairman of the Board of Arbinet-thexchange, Inc. since June 2008. He also served as President, Chief Executive Officer and a member of the Board of Directors of Arbinet from November 2007 until September 2008 at which time the offices of Chairman and President/Chief Executive Officer were separated.
(added from the Forbes web site - Mr. Freeman has served as Chairman of the Board of TerreStar Corporation since March 2007 and has served on the Board of Directors since February 2007. From May 2004 to February 2005, Mr. Freeman was the Chief Executive Officer of Leap Wireless International, Inc. From January 1994 to January 2004, Mr. Freeman was a senior executive, most recently President'Public Communications Group, at Verizon.)

SUSAN LYNE
Ms. Lyne has served as Chief Executive Officer of Gilt Group Inc. since September 2008. Previously, Ms. Lyne was President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. from November 2004 until July 2008.

( http://www.forbes.com/2008/09/15/lyne-gilt-stewart-face-markets-cx_ls_0915autofacescan02.html
Note the wonderful performance as CEO of Martha Stewart )

MARIANNE MILLER PARRS
Ms. Parrs retired at the end of 2007 from International Paper Company where she had served as Executive Vice President and Chief Financial Officer since November 2005 and as interim Chief Financial Officer since May 2005.
( Also a director of the Stanley Works since 2008)

VICE ADMIRAL JOHN RYAN
Mr. Ryan has served as President and Chief Executive Officer of the Center for Creative Leadership since May 2007. He is the former Commander of the Fleet Air Mediterranean and Commander of the Patrol Wings for the U.S. Pacific Fleet.

SEYMOUR STERNBERG
Mr. Sternberg has served as Chairman of the Board of New York Life Insurance Company since April 1, 1997. He joined New York Life in 1989 as Senior Vice President and held positions of increasing responsibility, including Executive Vice President, Vice Chairman, President, Chief Operating Officer and Chief Executive Officer.
( also on the board of Express Scripts)

PETER J. TOBIN
Mr. Tobin served as special assistant to the President of St. John's University from September 2003 until his retirement on May 31, 2005.
(
also on the board of Alliance Bernstein and AXA Financial
Supported President Bush in his elections in 2000 and 2004, and John McCain in 2008. That's not going to help with President Obama. )

LOIS M. VAN DEUSEN
Ms. Van Deusen is the Managing Member and 100% owner of LVD Consulting, LLC, formed in 2008. She is also Of Counsel and a former Managing Partner of McCarter & English, LLP, a regional law firm based in Newark, New Jersey. Ms. Van Deusen joined McCarter & English in 1977, was named partner in 1986, and retired from the partnership in 2007.