MBI MBIA Inc

March 21, 2018

Dear Owners:

You are cordially invited to attend the annual meeting of MBIA shareholders on Wednesday, May 2, 2018 at 10:00 a.m. at 2 Manhattanville Road, Conference Room 2, First Floor, Purchase, New York.

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

After the formal agenda is completed, we will be happy to answer any questions you may have.

Even if you do not plan to attend 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,

Charles R. Rinehart Chairman		William C. Fallon Chief Executive Officer

MBIA Inc.

Notice of Annual Meeting of Shareholders

and Proxy Statement

Dear Shareholders:

We will hold the 2018 Annual Meeting of MBIA Inc. (“MBIA” or the “Company”) Shareholders at 2 Manhattanville Road, Conference Room 2, First Floor, Purchase, New York 10577, on Wednesday, May 2, 2018 at 10:00 a.m. EDT in order for shareholders to:

 

1.	elect six Directors for a term of one year, expiring at the 2019 Annual Meeting;

 

2.

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 2018;

 

4 .	ratify the adoption of an amendment to the Company’s By-Laws; 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 2017 Annual Report to Shareholders and proxy materials for the 2018 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, 2018.

The Notice provides instructions regarding how to view our proxy materials for the 2018 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 12-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 18, 2018. 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.

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,

Jonathan C. Harris

Secretary

1 Manhattanville Road

Suite 301

Purchase, New York 10577

March 21, 2018

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 at 2 Manhattanville Road, Conference Room 2, First Floor, Purchase, New York 10577, on Wednesday, May 2, 2018 at 10:00 a.m. EDT. Only shareholders of record at the close of business on March 8, 2018 may vote at the Annual Meeting. As of March 8, 2018, there were 89,325,623 shares of our common stock (which is our only class of voting stock) outstanding and eligible to be voted. Treasury 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 quorum is constituted by the presence, in person 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 Eastern Time 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 Eastern Time 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.

I n Person. You may vote your shares in person by attending the Annual Meeting and submitting your proxy at the meeting. If your shares are held in the name of a bank, broker or other holder of record (i.e., your shares are held in “street name”), you must obtain a legal proxy executed in your favor from the holder of record and bring it to the Annual Meeting in order to vote at the Annual Meeting.

You can revoke your proxy at any time before the Annual Meeting or when prompted during 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 before the proxies vote your common stock at the meeting, deliver later-dated proxy instructions, or attend the meeting and vote your shares in person. Unless you decide to attend the meeting and vote your shares in person 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 .

1

Dissenters’ rights. Under Connecticut law, dissenters’ rights are not available with respect to the matters included in the formal agenda for the 2018 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.

2

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 four regular committees described below. The Board of Directors met five times in regular sessions during 2017. In addition to its regular sessions, the Board met one time in special session during 2017. The Board of Directors has regularly scheduled non-management Director meetings. Pursuant to the MBIA Inc. Board Corporate Governance 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 2017. The MBIA Inc. Board Corporate Governance 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 MBIA Inc. Board Corporate Governance Practices, Directors are required to attend annual shareholder meetings, barring unusual circumstances. The 2017 Annual Meeting was attended by each of the Company’s Directors.

Regular Board committees. Each regular Board committee has a charter, which can be found on the Company’s website, www.mbia.com, under the “Ethics 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. Rinehart (Chair), Gilbert, Shasta and Vaughan, did not meet during 2017. 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), Rinehart, Chin, Gilbert and Shasta, met four times in regular sessions during 2017. Mr. Rinehart was appointed a member of the Committee on August 2, 2017. 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 “Compensation Committee”), which at year-end consisted of Messrs. Gilbert (Chair), Chin, Rinehart, Shasta and Vaughan, met five times in regular sessions during 2017. Messrs. Rinehart and Shasta were each appointed as members of the Committee on August 2, 2017. In accordance with the Compensation 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 Compensation Committee members is independent. As part of its specific role, the Compensation 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 Compensation Committee for the other NEOs’ compensation levels. Since 2005, the Compensation 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 Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. During 2017, 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 Compensation Committee.

Audit Committee. The Audit Committee, which at year-end consisted of Messrs. Shasta (Chair), Chin, Gilbert, Rinehart and Vaughan, met five times in regular sessions during 2017. In accordance with the Audit Committee Charter and the

3

listing standards of the NYSE, each of the Audit Committee members is independent. In addition, the Board has designated Messrs. Chin, Gilbert, Rinehart, 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.

Process for Director searches

Potential Director nominees are selected in light of the Board’s needs at the time of recommendation. The Compensation Committee assesses potential nominees based on various criteria, such as relevant business and other skills and experience, personal character and judgment and diversity of experience. The Compensation Committee also considers the ability of potential nominees to devote significant time to Board activities. The independence and financial literacy of potential nominees, as well as their knowledge of and familiarity with the Company’s businesses, are additional considerations in the Compensation Committee’s selection process.

The Compensation 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 Compensation Committee. If the Chair of the Compensation Committee concludes that a candidate merits further consideration, then one or more other members of the Compensation 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 Compensation 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 MBIA Inc. Board Corporate Governance 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 2017.

Consideration of Board diversity. The MBIA Inc. Board Corporate Governance Practices include guidelines for selecting Directors. Under the Board Corporate Governance 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. These guidelines for selecting candidates for nomination to the Board promote diversity among the Directors, and the Compensation 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.

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

4

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 risks associated with cyber intrusions. 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.

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.

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 “Ethics 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 “Ethics and Governance” link.

Independent Directors’ compensation

Directors ’ retainer and meeting fees. In 2017, 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 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”).

5

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 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 2017, the Company also granted Directors an award of restricted stock in 2017 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 MBIA Inc. 2005 Omnibus Incentive Plan (the “Omnibus Plan”), which is a shareholder approved compensation plan.

The restricted stock granted in 2017 is subject to a one-year restricted period during which the restricted stock is subject to forfeiture restrictions and restrictions on transferability. The restricted period applicable to a restricted stock award will lapse and the shares of restricted stock 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 2017 consisted of the following components. There was no change from 2016.

Directors’ total compensation for 2018 . No change to Director compensation is expected for 2018.

Directors’ total compensation paid in 2017 . The amounts shown below represent compensation paid and stock awarded in 2017 for each of the Directors. The Company does not provide perquisites to its Directors.

6

In light of the Company’s request that Ms. Bruce, Mr. Curry and Ms. Scott resign from the Board of Directors, the Compensation Committee determined to waive the forfeiture and transferability restrictions and approve the immediate acceleration of vesting of their shares of restricted stock effective as of the date of their resignations. Further, the Compensation Committee approved cash payments to Ms. Bruce, Mr. Curry and Ms. Scott to be made in January 2018 in the amount and in lieu of the retainer and meeting fees scheduled to be paid from August 1, 2017 through and including the meeting date of the Annual shareholder meeting on May 2, 2018. The Compensation Committee also approved the fulfillment of the Company’s obligation to match the charitable contributions made by Ms. Bruce, Mr. Curry and Ms. Scott to the MBIA Foundation as of December 31, 2017.

Directors’ deferred compensation balances and equity holdings as of December 31, 2017 . As described under “Directors’ retainer and meeting fees” above, a Director may choose to allocate deferred amounts to either an Investment Account or a Share Account. The following table represents Directors’ account balances under the Investment and Share Accounts (deferred retainer and meeting fees) and restricted stock holdings as of December 31, 2017. Amounts shown for stock holdings are based on $7.32 per share, the closing fair market value of the shares on December 31, 2017.

Executive Officer Directors . Mr. Brown submitted his resignation as a member of the Company’s Board effective December 29, 2017. Mr. Fallon was elected to the Board on May 3, 2017. Messrs. Brown and Fallon received no compensation for their services as a Director during 2017.

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 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 Directors have met and exceeded the Company’s stock ownership guidelines for Directors. The remaining Director, who was appointed in 2016, is on track to meeting the ownership guidelines.

7

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 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. 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. 2017 Activities

In performing our oversight role for 2017, we have:

8

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, 2017.

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 12, 2018

The Audit Committee

Mr. Theodore Shasta (Chair)

Mr. Francis Y. Chin

Mr. Steven J. Gilbert

Mr. Charles R. Rinehart

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.

9

Compensation Discussion & Analysis

In this section:

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

10

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. 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.

Highlights of the 2017 changes to our executive compensation program

Though an improvement over the prior year, the 70% approval of the say-on-pay vote at our 2017 Annual Meeting remained a disappointing outcome for the Committee and the Board. The modest improvement reflected the positive changes undertaken in 2016 to address shareholder feedback, in connection with the award to our Named Executive Officers (“NEOs”) of long-term incentive compensation. However, the overall result confirmed we had not gone far enough. Accordingly, throughout 2017 and into 2018, we enhanced our shareholder engagement and devoted a significant portion of our activities to evaluating our executive compensation program, looking at it critically in light of shareholder feedback, and making the additional changes described below.

In considering the potential changes, the Committee reflected on balancing our views of how best to manage compensation at MBIA given its unique and significant role in the complex field of municipal finance, and the continuing uncertainty and challenges facing the Company, with the range of diverse expectations expressed by our shareholders and the proxy advisors that they engage. You can find more information on page 19, but in summary, we approved the following changes to our executive compensation program in response to feedback:

The changes described above are part of a longer-term evolution in MBIA’s executive compensation programs since 2014. Other notable changes across our annual and long-term incentive compensation in response to feedback include:

11

We trust that these changes will further demonstrate our commitment and intention to better align our executive compensation programs with shareholder expectations, while being conscious of the needs of the business to retain and motivate our leadership team to deliver long-term sustainable performance.

As a Committee and a Company, we will continue to monitor feedback and engage with major shareholders in recognition of the value this input has into our decision-making process.

Pay and performance for 2017

Ensuring the alignment of pay and performance is a core focus of our executive compensation program. This priority is evident in our use of performance-based pay, which aligns to both MBIA’s strategic drivers and long-term shareholder value creation. If performance falls below the expectations we set of management, the performance-based portions of their compensation, if paid at all, will fall below target.

As noted above, in 2016 we formally introduced a performance-based share component to our long-term incentive program, first applicable to awards made in 2017 in respect of 2016 performance. Prior to that, performance-based share awards had generally been made on an ad-hoc basis to address specific needs or in lieu of cash compensation. By formalizing this program, we provide an on-going ability to more meaningfully adjust pay based on annual and longer-term performance. Additionally, we can better align our programs with the experience of our shareholders, while minimizing the potential need to consider one-off or ad-hoc awards.

To take pay-for-performance one step further, in response to feedback from shareholders as reflected in our say-on-pay results, we have changed our approach to annual incentive awards in 2017. The application of CEO and Committee discretion is limited, with NEO awards contingent on the results of the MBIA scorecard of performance metrics that are defined, measurable and/or objective. These performance metrics are all derived from MBIA’s three-year tactical and strategic plan. So, what we are incentivizing and rewarding for today feeds into the long-term future of MBIA.

As shown in the graph above, 73% of the CEO’s target total compensation for 2017 was variable, the majority of which is performance-based. For 2018, 76% of the CEO’s target total compensation and 72% of the other NEOs’ respective target total compensation will be variable.

Outcomes under the performance-based aspects of our compensation programs for 2017 were as follows:

12

The performance-based share awards made to NEOs in 2017 under our formal annual program are subject to performance conditions tied to our adjusted book value (“ABV”), leverage and MBIA’s value that are measured through either absolute stock price or absolute total shareholder return. For awards made in early 2018 in respect of 2017, performance will be based solely on either absolute stock price or absolute total shareholder return performance. We are committed to ensuring that the majority of our NEOs’ compensation is performance-based.

Other key activities undertaken by the Committee during the year included reviewing compensation for promoted and newly appointed NEOs, and agreeing to the terms of separation with Ram Wertheim, the Company’s former Chief Legal Officer, which are discussed in more detail in this report.

New disclosures for 2018

This is our first Proxy Statement in which we are publishing our CEO pay ratio, in accordance with SEC requirements. Page 34 provides details of the methodology and approach taken in calculating this ratio. This work found that the ratio of CEO pay to median employee pay at MBIA is 14:1.

Looking to the future

We hope that our shareholders recognize and support the changes made to our executive compensation programs during 2017. We believe that these changes demonstrate continued responsiveness to the feedback we have received as we seek to appropriately balance the needs of the business with a broad range of shareholder and proxy advisor perspectives. These changes, coupled with those already made in 2016, place an emphasis on pay for performance, align with ongoing shareholder interests, and maintain a means through which to attract, retain and motivate a committed senior leadership team as we continue to navigate challenging market conditions.

While at this point in time no changes to our programs are anticipated in 2018 other than minor adjustments to our performance measures, we welcome shareholder feedback and will keep our programs, policies and practices subject to annual review.

On behalf of the Compensation & Governance Committee,

Steven J. Gilbert

Compensation & Governance Committee

Steven J. Gilbert, Chair

Francis Y. Chin

Charles R. Rinehart

Theodore E. Shasta

Richard C. Vaughan

13

Compensation Design

Our approach to compensation encompasses a number of components which, working in tandem, generate the solid executive compensation program we have in place as we head into 2018. As you will see in the sub-sections that follow, our compensation strategy is tied closely with our overall corporate strategies in a number of key ways, and those strategies are executed via policies and practices that best support shareholder interests.

Compensation Strategy

Our compensation program is designed to attract, 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.

MBIA is one of the largest operators in the financial guaranty insurance industry. 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 focuses today are threefold:

Until midway through 2017, we were also focused on National’s re-entry as a meaningful provider of new municipal financial guaranty policies. Following a downgrade of National’s financial strength ratings this effort ceased.

In February 2017, consistent with these areas of focus, senior management proposed a scorecard of corporate metrics to the Board, against which the 2017 MBIA performance would be measured. This scorecard identified several broad performance categories for each of MBIA, National, MBIA Insurance, and the collective enterprise, with sub-goals established to measure performance within each category. In connection with its efforts to align the interests of senior management with those of our shareholders, in the second half of 2017, the Board determined that it would use the quantitative score generated by this scorecard as the basis for evaluating and approving NEO annual incentive awards.

14

The 2017 performance metrics represented in the 2017 scorecard include the following:

15

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.

The majority of compensation for our CEO and other NEOs is delivered in the form of performance-based compensation, the weighting of which has increased in recent years based on shareholder feedback. In 2017, 59% of the CEO’s target compensation and 58% of the NEOs’ respective target compensation (on average) was performance-based.

In addition to the compensation outlined on the following page, 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 to bring the income replacement benefit to a level equivalent to 70% of base salary; and contributions to defined contribution retirement programs based on a stated percentage of the employee’s compensation. No perquisites are paid to current NEOs.

16

17

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 municipal finance, banking, accounting and/or asset management) of relevance to MBIA’s core strategic agenda. During 2017, the Committee met five times in regular session and has overall responsibility for overseeing MBIA’s compensation programs, providing input and recommendations to the Board regarding our NEOs’ compensation.

The Compensation and Governance 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.

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 Willis Towers Watson 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 competitive peer group and other activities as directed by the Committee. The Committee uses Willis Towers Watson’s advice and insight to inform the eventual decision making process.

In assessing Willis Towers Watson’s independence, the Committee considered the six independence factors for compensation consultants listed in the NYSE listing requirements and determined that Willis Towers Watson did not have a conflict of interest.

Shareholder Engagement

MBIA takes shareholder outreach and feedback seriously, and senior management interacts regularly with our shareholders from year to year. Additionally, in recent years the Committee has promoted and, on occasion, participated directly in an extensive shareholder engagement program to ensure we are able to receive direct and constructive feedback to inform our thinking on NEO compensation. This feedback has had a meaningful impact on both our compensation philosophy and program design.

18

The majority of meetings took place after the annual shareholder meeting in May of 2017, when we received the results of the say-on-pay vote. These calls and meetings provided an open forum to discuss those topics which were of most significance to our shareholders, which included but was not limited to executive compensation.

In addition, we offered the specific opportunity to discuss our compensation program, through a meeting with the Chairman of our Compensation and Governance Committee, Steve Gilbert, without management present, to shareholders representing approximately 46% of our outstanding shares at year-end 2016. Of those who engaged with us on that topic, the results substantially supported our program, including the changes we made in 2017 to the long-term incentive compensation of our NEOs. However, the proxy advisors, whose feedback was adopted by many of MBIA’s shareholders with whom we did not have the chance to speak, identified a number of areas that continued to cause concern, which the Committee documented as part of a detailed review.

As a result of this review, the following changes to our compensation program have been approved.

19

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

20

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.

 

•  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 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		•  Perform peer group review   •  Receive regulatory update   •  Review the results of the say on pay vote		•  Oversee annual evaluation of the Board and Board Committees, including the Committee structure   •  Review Director performance   •  Review and approve Committee Charter   •  Review NEO compensation relative to market   •  Review Director compensation relative to market   •  Preview drafts of Proxy tables   •  Assess external advisor independence

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:

21

Based on its 2017 assessment, the Committee concluded that the 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 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 February 2013, MBIA adopted a Clawback Policy which covers all compensation paid or awarded after January 1, 2010. The policy is intended to promote ethical behavior and accountability with respect to the accuracy of financial reporting. The following table summarizes the key features of the policy:

This policy will be reviewed from time to time, to consider potential changes that may reflect evolving best practices, regulation, MBIA’s circumstances, or other relevant factors.

22

Stock Ownership Guidelines. MBIA has implemented stock ownership guidelines which were adopted to 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.

As of December 31, 2017, the Chief Financial Officer has already exceeded his ownership guidelines, with other NEOs making progress toward their guidelines in light of their respective appointment dates. 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 does not preclude any individual electing to maintain his or her holdings for a longer period of time.

Anti-Hedging Policy. MBIA’s Insider Trading Policy 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. The Insider Trading Policy also prohibits Directors, officers and employees from (i) engaging in hedging transactions, (ii) pledging MBIA securities as a collateral, or (iii) holding MBIA securities in a margin account , without the prior approval of such transactions by the MBIA Legal Department.

Compensation Peer Group

Another integral part of our compensation governance is the review of where MBIA’s compensation programs fall relative to what others 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 an important consideration as well.

As noted earlier in the report, we have received feedback expressing concerns on the composition of our compensation peer group. In response to these concerns, the Committee undertook a review of the peer group during 2017, the results of which have been adopted with immediate effect.

23

In reviewing potential companies to add to or remove from the peer group, MBIA, with the help of Willis Towers Watson, considered the key principles outlined above. Specifically, there was a focus on companies that operate in the Property and Casualty Insurance and Reinsurance industries and that were roughly similar in size and scope to MBIA. Companies with revenues and market capitalization that were between 0.3x to 3x MBIA were also considered.

We consider it important to establish a robust peer group that is large enough to withstand potential changes to the composite companies. This process, along with the Committee’s review and judgment, resulted in the above 20-company peer group. At the time of the analysis, MBIA was ranked in the first quartile of the peer group from a revenue perspective and in the third quartile from a market capitalization perspective.

Further, the change in the peer group in favor of companies with the above size criteria naturally resulted in the reduction of median target compensation levels. For example, as of the time of the analysis, the reduction in peer group median target CEO compensation was approximately 50%.

24

2017 Compensation Decisions and Outcomes

An Overview of Performance in 2017

While 2017 was a challenging year for MBIA, the Committee believes that the efforts of our senior team and broader employee base position MBIA to deliver long-term value for its shareholders in the future.

The year began with the promise, however challenging, of National meaningfully re-entering the market as a leading provider of municipal guaranty insurance. While National was making strides towards meeting or exceeding its internal new business targets, its downgrade by S&P in June resulted in our assessment that we could no longer compete with other providers of municipal guaranty insurance, and our decision to shut down National’s new business efforts. While disappointing, the cessation of new business did not have a material impact on our financial results, and the quick response to adapt to new business realities positioned us to right-size the organization and reduce the annual operating expense run rate by over $25 million to less than $75 million.

Circumstances in Puerto Rico, including the landfall of Hurricane Maria in September and its aftermath, also proved to be a significant hurdle. We significantly increased our loss and loss adjustment expenses to reflect these developments, which contributed to our inability to meet certain performance objectives. However, the efforts to remediate and manage our Puerto Rico exposures maximize our prospects for recovering the claims already paid by National and avoid it incurring additional future losses.

Given these challenging conditions, performance for the period ended December 31, 2017 resulted in

25

The compensation of these NEOs in 2017 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.

On his appointment as Chief Executive Officer in September 2017, Mr. Fallon’s base salary was increased from $825,000 to $900,000, in recognition of the expanded scope of responsibilities in his role. This increase also took account of salary levels for comparable positions within our revised compensation peer group and was 10% lower than the former Chief Executive’s base salary.

The base salaries for Messrs. Harris, Bergonzi, Avitabile and Young on appointment as NEOs were as follows:

In February 2018 the Committee approved the following base salaries for NEOs, effective March 1, 2018:

2017 Annual Incentive

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

26

In 2017, target bonus opportunities for the NEOs were as follows. The maximum bonus opportunity is capped at two-times the target opportunity.

As noted, the Committee has taken steps to reduce annual incentive opportunities. For individuals appointed as Executive Officers during the year, target opportunities were lower than previous NEOs. This is also the case for the CEO.

Changes for 2017. In response to feedback, the Committee has taken steps to revert to a more formulaic annual incentive plan, from the discretionary approach taken in respect of 2016 performance.

The original change to a more discretionary approach reflected the continuing challenges associated with setting informed and realistic targets that rewarded appropriate risk-taking without unintended consequences, given the business environment in which MBIA operates.

The 2017 annual incentive for NEOs, as well as other associates at MBIA more broadly, is based on a scorecard of performance in four key areas: performance in our two operating subsidiaries, National and MBIA Insurance; performance within the corporate holding company level; and enterprise-wide performance. The objectives in each of these areas, along with the underlying performance targets, align to MBIA’s three-year tactical and strategic plan, providing direct alignment to our business strategy.

Annual Incentive Awards for 2017 Performance. The table below details highlights of the bonus scorecard for 2017, including the four areas and underlying performance objectives. Each area and goal had an associated weighting which was used to determine the overall score under the plan, and the chart below reflects the 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.

27

28

This performance resulted in a final annual incentive outcome of 78% of target, which equated to the following annual incentive awards in respect of 2017 performance for our NEOs:

In February 2018 the Committee approved the following target bonus values for the NEOs in respect of 2018:

2017 Long-Term Incentive Awards

In response to feedback from our shareholders, since March 2017 long-term incentive awards to NEOs are made in the form of a combination of performance-based and time-based share awards. This combination provides immediate alignment to shareholder value creation and long-term shareholder interests, as well as a focus on the strategic drivers of MBIA’s long-term performance.

MBIA’s approach to long-term incentive awards is such that a target award is established for the financial year, and contingent on sufficient performance in the year, the awards are granted shortly after the conclusion of the financial year. Accordingly, due to long-term incentive awards being made prior to four of our six NEOs being appointed as Executive Officers in September 2017, they did not receive a performance-based share award in 2017. This is because they had already received long-term incentive awards in March 2017 in the form of restricted shares following the conclusion of the 2016 financial year. Moving forward, their long-term incentive awards will feature the same ratio of performance-based to time-based shares as has been applied to other NEOs since March 2017.

29

Mr. Brown was not eligible for any long-term incentive awards in 2017 in light of the special award he received in March 2014. Any shares that are earned will vest in equal installments on the third, fourth, and fifth anniversary of the grant date:

Performance-Based Award				Time-Based Award
Grant made March 2017				Grant made March 2017
Performance assessed at December 31, 2019
1/3 rd earned shares vest March 2020				1/3 rd vests March 2020
1/3 rd earned shares vest March 2021				1/3 rd vests March 2021
1/3 rd earned shares vest March 2022				1/3 rd vests March 2022

The same vesting schedule will apply to awards made in March 2018.

2017 Performance-Based Share Awards. Performance-based share awards are made in the form of MBIA equity and are subject to three equally-weighted performance measures which form part of our strategic priorities. For awards made in 2017, the level of vesting, if any, will be based on performance over the three financial years ending on December 31, 2019.

As with the annual incentive awards, the measures used to assess the level of vesting for our performance-based share awards are closely tied to our overarching strategy. An additional consideration when it comes to our performance-based share awards is the ability to set appropriate three-year performance targets. For awards made in March 2017, vesting is based on performance against three distinct and equally weighted performance measures.

30

The table below sets out the associated performance requirements for ABV, leverage, stock price and TSR for awards made in 2017, along with the corresponding percentage of shares that can be earned, ranging from 0% to 200% of the target award.

The following performance-based share awards were made with these conditions to NEOs in March 2017:

The performance period for these awards will conclude on December 31, 2019, with the vesting of any shares that have been earned taking place equally on the third, fourth and fifth anniversary of the date of grant.

2017 Time-Based Share Awards. Time-based share awards are made in the form of MBIA equity and will vest in equal installments on the third, fourth and fifth anniversaries of the date of grant. The following time-based share awards were made to NEOs during 2017: