Curt S. Culver
MGIC INVESTMENTAbout Curt S. Culver
Non-executive Chairman of the Board at MGIC Investment Corporation (MTG); age 72 as of March 21, 2025; director since 1999. He joined MGIC in 1982, served as President & COO in 1996, became CEO in 2000, added Board Chair in 2005, and transitioned to non-executive Chairman upon retiring as CEO in 2015 . He is classified as not independent (former CEO), with the Board’s other directors (except the sitting CEO) determined independent under NYSE standards and the Company’s stricter guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGIC Investment Corporation | Chief Executive Officer | 2000–2015 | Led MGIC through housing cycle; deep industry and firm-specific expertise . |
| MGIC Investment Corporation | Chairman of the Board | 2005–present (non-exec since 2015) | Board leadership; strategic agenda setting in collaboration with Lead Independent Director . |
| MGIC Investment Corporation | President & Chief Operating Officer | 1996–1999 | Executive leadership pre-CEO . |
| MGIC Investment Corporation | Joined company | 1982–present (director role post-2015) | Long-tenured stewardship . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WEC Energy Group, Inc. | Director | Not disclosed | Listed current public directorship; also director of subsidiary Wisconsin Electric Power Company . |
Board Governance
- Role and independence: Non-executive Chairman; not independent (former CEO). Lead Independent Director (Jodeen A. Kozlak) presides over executive sessions and serves as conduit for independent directors .
- Committees: Executive Committee member; not a chair. Executive Committee met 0 times in 2024 (Board reserves it for between-meeting actions) .
- Attendance: Board held 5 meetings in 2024; each director elected at the 2024 meeting attended at least 75% of their Board and committee meetings; Annual Meeting attendance was 100% for directors standing for election .
- Board leadership and sessions: Board holds executive sessions at least twice annually without management; Lead Director presides. The Board may exclude former officers from executive sessions as determined, addressing potential influence from prior executives .
- MDNG (Compensation) interaction: The Chairman (Culver) regularly participates in MDNG Committee meetings; the committee itself is composed solely of independent directors and retains an independent consultant .
Fixed Compensation (Director)
| Component | Amount | Terms |
|---|---|---|
| Annual Chairman cash retainer | $250,000 | May be deferred into cash-settled share units or an interest-credited account . |
| Annual equity retainer (RSUs) | $125,000 | Stock-settled RSUs vest immediately; settled ~1 year later (Feb 14, 2025 for 2024 grant) unless director elects deferral; dividends credited as additional RSUs . |
| Committee fees | $0 shown for 2024 | Executive Committee excluded from member fees; other committee chair/member fee schedule disclosed but not applicable to Culver’s assignments . |
| 2024 total director compensation | $375,005 | $250,000 cash + $125,005 stock awards (grant-date fair value), per Director Compensation table . |
Performance Compensation (Director)
| Performance-Linkage | Details |
|---|---|
| Not applicable for non-employee directors | MTG does not use performance-based metrics for director pay; equity retainers are time-based RSUs that vest immediately and settle later; directors may defer retainers into share units; no options granted . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| WEC Energy Group, Inc. | Utilities | Director | No related-party transactions disclosed with MGIC; Board’s independence policy has strict interlock standards; no interlocks requiring disclosure noted . |
Expertise & Qualifications
- 40+ years in private mortgage insurance; deep understanding of MGIC’s business and long-term strategy; former CEO and long-serving Chair provide continuity and industry context during housing cycles .
- Board leadership: Chairs Board meetings focused on strategic and business issues; complements Lead Independent Director structure designed to strengthen independent oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common stock owned directly | 27,019 | As of March 7, 2025 . |
| Common stock owned indirectly | 897,114 | Includes 592,151 shares held by a family trust and 304,963 shares held by a Foundation where he has no pecuniary interest but shares voting/dispositive power . |
| Restricted stock / common stock underlying RSUs (beneficial ownership) | — | RSUs not settled within 60 days are excluded from “beneficially owned” . |
| RSUs (not settleable within 60 days) | 4,926 | Stock-settled RSUs; excluded from beneficial ownership count . |
| Total beneficially owned shares | 924,133 | Direct + indirect; less than 1% of outstanding . |
| Ownership guidelines compliance | Meets guideline | Directors must hold $625,000 in stock value; each non-employee director complies . |
| Pledging/hedging | Prohibited | Policy bans hedging, short sales, margin accounts, and pledging as collateral . |
Governance Assessment
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Strengths
- Extensive domain expertise and continuity as former CEO and long-tenured Chair support strategy deliberations and risk oversight; Board maintains Lead Independent Director and independent committee structure to balance influence .
- Robust director compensation design: balanced cash/equity mix, clear ownership guidelines (met), and prohibition on hedging/pledging align director/shareholder interests .
- Attendance thresholds met; Executive Committee rarely used (0 meetings in 2024), suggesting substantive oversight occurs in fully independent committees .
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Watch items / RED FLAGS
- Not independent and very long tenure (director since 1999) may raise entrenchment and independence optics; mitigated by Lead Independent Director and independent MDNG/Audit/Risk committees .
- Chairman’s regular participation in MDNG (compensation) discussions can create perceived influence over pay-setting, though the MDNG is independent and employs an independent consultant .
- Approaching age 74 retirement threshold under Corporate Governance Guidelines—succession for Board Chair should be monitored for continuity and independence balance .
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Disclosures on conflicts/related parties
- No related-party transactions disclosed involving Culver; indirect holdings via family trust and a Foundation with no pecuniary interest are transparently footnoted .
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Shareholder sentiment context
- Say-on-pay support exceeded 98% in 2022–2024, indicating broad investor support for compensation governance (company-wide context) .