Daniela O’Leary-Gill
MGIC INVESTMENTAbout Daniela O’Leary-Gill
Daniela A. O’Leary-Gill was elected to MGIC Investment Corporation’s Board on October 22, 2025, and appointed to the Audit Committee and the Business Transformation & Technology (BT&T) Committee; she is a non‑employee director eligible under MGIC’s director compensation program . She is the former Chief Operating Officer for BMO U.S., BMO Financial Group (2018–2020) and held progressively senior finance, strategy, and governance roles at BMO for more than 25 years; she also served on the Boards of Discover Financial Services and Discover Bank from 2022–2025 . Age and education were not disclosed in the filings reviewed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO U.S. (BMO Financial Group) | Chief Operating Officer | 2018–2020 | Senior leadership in U.S. banking operations, strategy, governance |
| BMO Financial Group | Senior finance/strategy/governance roles | More than 25 years (dates not specified) | Global and U.S. leadership; risk, operations, governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Discover Financial Services | Director | 2022–2025 | Public company directorship; committee roles not disclosed |
| Discover Bank | Director | 2022–2025 | Bank subsidiary board; committee roles not disclosed |
Board Governance
- Current MGIC committee assignments: Audit; BT&T (Business Transformation & Technology) .
- Audit Committee: oversees financial statements, internal controls, auditor, compliance, and related‑party transaction review; members must meet heightened independence criteria; MGIC designates “audit committee financial experts” on this committee (designation for Ms. O’Leary‑Gill not yet disclosed) .
- BT&T Committee: oversees IT strategy, business transformation projects, cybersecurity, and business continuity risks .
- Independence: MGIC states all directors other than the CEO and former CEO were independent under NYSE standards as of the March 21, 2025 proxy; Ms. O’Leary‑Gill’s independence determination will be disclosed in the next proxy (not stated in the October 2025 8‑K) .
- Attendance: 2024 attendance metrics are not applicable (she joined in October 2025); the Board held five meetings in 2024 and directors elected in 2024 attended at least 75% of meetings .
- Related‑party transaction controls: MGIC’s Code and Audit Committee charter require review/approval of transactions >$120,000 with directors or related parties; none were disclosed for Ms. O’Leary‑Gill in appointment filings reviewed .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer – Non‑Chair Directors | $125,000 | May be deferred into cash‑settled share units or interest‑bearing account |
| Annual Equity Retainer | $125,000 in stock‑settled RSUs | RSUs vest immediately; settlement ~1 year post‑grant (deferrable) |
| Committee Member Fees | Audit: $15,000; Other committees: $5,000 | Executive Committee excluded |
| Committee Chair Fees | Audit Chair: $40,000; MDNG Chair: $35,000; Other Chairs: $20,000 | |
| Lead Director Retainer | $25,000 | |
| Stock Ownership Guideline | $625,000 of MGIC stock within 5 years (incl. deferred units vesting within 1 year) | Company states all non‑employee directors met the guideline as of March 7, 2025; Ms. O’Leary‑Gill joined later and will have 5 years to comply |
| Pro‑rated 2025 RSU Grant to O’Leary‑Gill | $36,302 (grant on Oct 31, 2025) | Pro‑rata of annual grant under Director Deferred Compensation Plan |
Performance Compensation
| Performance-Linked Elements for Directors | Status |
|---|---|
| Performance metrics tied to director compensation | None; non‑employee director RSUs are not performance‑vested and vest immediately with deferred settlement options |
- Dividend equivalents on deferred/annual equity retainers accrue in the form of additional RSUs until settlement .
- MGIC prohibits hedging and pledging of company securities by directors .
Other Directorships & Interlocks
| Company | Relationship to MTG | Interlock/Conflict Notes |
|---|---|---|
| Discover Financial Services; Discover Bank (prior) | Financial services (unrelated to MTG’s mortgage insurance) | Service 2022–2025 disclosed; MGIC filings reviewed disclose no related‑party transactions involving Ms. O’Leary‑Gill |
Expertise & Qualifications
- Banking and financial services operations: Former COO for BMO U.S.; >25 years of finance/strategy/governance roles at BMO .
- Public company board experience: Prior director at Discover Financial Services and Discover Bank .
- Risk, audit, and transformation oversight: Appointed to MGIC’s Audit and BT&T Committees, aligning with financial oversight and technology/cyber/transformation governance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | Not disclosed for Ms. O’Leary‑Gill in filings reviewed (appointed after the March 2025 proxy ownership table) |
| Stock Ownership Guideline | Directors must hold $625,000 of stock (incl. certain deferred units) within 5 years; new directors are expected to comply within the timeframe |
| Hedging/Pledging | Prohibited for directors under MGIC’s Insider Trading Policy |
Governance Assessment
- Positives
- Audit and BT&T committee seats position her to influence core risk, financial reporting, cybersecurity, and transformation oversight—key drivers of board effectiveness in a mortgage insurer .
- Deep banking operations and governance background (BMO) and public board experience (DFS) strengthen financial and regulatory acumen on the board .
- Director pay structure is balanced (~50/50 cash/equity at $125k/$125k) with deferred settlement and ownership guidelines that support alignment; pro‑rated equity granted upon appointment .
- Watch items
- Independence determination for Ms. O’Leary‑Gill was not explicitly stated in the October 2025 8‑K; expected in the next proxy .
- No attendance record available yet (appointed after 2024); monitor 2025/2026 attendance and engagement metrics when disclosed .
- No related‑party transactions disclosed involving Ms. O’Leary‑Gill; continue monitoring given prior relationships in financial services .
No red flags (e.g., related‑party transactions, hedging/pledging, option repricing, or unusual director pay practices) were identified in filings reviewed for Ms. O’Leary‑Gill. MGIC’s policies prohibit hedging/pledging and require Audit Committee review of related‑party transactions .
Citations: Appointment/committees and pro‑rated equity grant ; MGIC press release confirming appointment/committees and background ; MGIC director compensation program, ownership guidelines, and director equity mechanics ; Board/committee responsibilities and meeting/attendance context ; Independence framework ; Related‑party transactions policy ; Insider Trading Policy (hedging/pledging prohibition) .