Jay C. Hartzell
MGIC INVESTMENTAbout Jay C. Hartzell
Independent director of MGIC Investment Corporation since 2019; age 55. Former President of the University of Texas at Austin (2020–2025) and President‑Elect of Southern Methodist University effective June 1, 2025; Trammell Crow Regents Professor with academic expertise in finance and real estate. Serves on the Risk Management Committee and chairs the Securities Investment Committee; designated independent under NYSE and Company guidelines. Attendance met Board minimums in 2024, and he attended the Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas at Austin | President | 2020–2025 | Led major public institution; governance and organizational leadership . |
| University of Texas at Austin – McCombs School of Business | Dean | 2016–2020 | Oversaw business school; finance and real estate expertise . |
| University of Texas at Austin | Trammell Crow Regents Professor (Finance/Real Estate) | 2001–present | Academic expertise in corporate and real estate finance . |
| NYU Stern School of Business | Faculty (Finance) | Prior to 2001 | Teaching/research in finance; foundational academic credentials . |
External Roles
| Organization | Role | Tenure | Sector/Notes |
|---|---|---|---|
| Southern Methodist University | President‑Elect | Effective Jun 1, 2025 | Private university; significant executive leadership commitment . |
| University of Texas at Austin | Regents Professor | Ongoing | Academic role in finance/real estate . |
Board Governance
- Committee assignments (current): Securities Investment Committee – Chair; Risk Management Committee – Member .
- Independence: Board determined Hartzell is independent (only CEO and former CEO are not) .
- Attendance: Board met five times in 2024; each director elected at the 2024 Annual Meeting attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Board leadership: Non‑executive Chair (Culver) and Lead Independent Director (Kozlak; transition effective Jan 2025) .
- Executive sessions: Board meets in executive session at least twice annually, led by the Lead Independent Director .
- Overboarding policy: Independent directors limited to serving on no more than three other public company boards; must confer before accepting other public board seats .
Committee oversight scopes relevant to Hartzell’s roles:
- Risk Management Committee: Oversees ERM framework; pricing, underwriting, mortgage credit, climate, model, compliance with PMI Eligibility Requirements, reinsurer counterparty risks .
- Securities Investment Committee: Oversees investment portfolios, capital management (buybacks, debt, external funding), and related market/liquidity/counterparty/capital risks; considers sustainability factors in portfolio oversight .
Fixed Compensation
Non‑employee director compensation program (2024; unchanged for 2025):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Chairman | $250,000 | Optional deferral into cash‑settled share units or interest‑credited account . |
| Annual cash retainer – Directors | $125,000 | Optional deferral election (same as above) . |
| Annual equity retainer | $125,000 | Stock‑settled RSUs; vest immediately, settle ~1 year later (deferrable) . |
| Lead Independent Director retainer | $25,000 | Additional cash retainer . |
| Committee chair fees | Audit $40,000; MDNG $35,000; Other committees $20,000 | Executive Committee excluded . |
| Committee member fees | Audit $15,000; Other committees $5,000 | Executive Committee excluded . |
| Ownership guideline | $625,000 | Expect compliance within five years; all non‑employee directors meet guideline . |
Jay C. Hartzell – 2024 Director Compensation:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jay C. Hartzell | $145,000 | $125,000 | $270,000 |
Notes: In 2024, Hartzell served on Audit (member) and Risk Management (member), consistent with cash of $125,000 base + $15,000 Audit member fee + $5,000 other committee fee = $145,000 .
Performance Compensation
Directors do not receive performance‑based pay; equity grants are time‑vested RSUs that vest immediately and settle later (deferrable), with dividend equivalents credited as additional RSUs only upon vesting/settlement .
| Performance Metric | Weight | Threshold/Target/Max | 2024 Outcome | Impact on Director Pay |
|---|---|---|---|---|
| None (director compensation not performance‑linked) | N/A | N/A | N/A | No variable payout . |
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public company boards | None disclosed | No public company directorships listed for Hartzell; unlike peers, no “Public Directorships” line in his biography . |
| Potential interlocks | None disclosed | Related‑party transactions policy requires Audit Committee review; none noted for Hartzell . |
Expertise & Qualifications
- Academic and executive leadership experience (President UT Austin; President‑Elect SMU), with expertise in business organization, governance, real estate finance, and corporate finance .
- Board role aligns with oversight of capital management and enterprise risk via chairing Securities Investment and membership on Risk Management .
- Not designated an “audit committee financial expert” (designation applies to Chaplin, Lowman, Sculley) .
Equity Ownership
Beneficial ownership and units (as of March 7, 2025):
| Metric | Amount |
|---|---|
| Common Stock owned directly | 0 |
| Common Stock owned indirectly | 0 |
| Restricted Stock and Common Stock underlying RSUs (settle within 60 days) | 8,693 |
| Director Phantom Share Units (cash‑settled; Deferred Compensation Plan) | 19,223 |
| RSUs not settleable within 60 days | 20,796 |
| Total shares beneficially owned | 8,693 |
| Total incl. underlying units | 48,712 |
| Percent of class | <1% (asterisk) |
Ownership policies:
- Stock ownership guideline: $625,000; all non‑employee directors satisfy guideline .
- No hedging or pledging of Company stock; pre‑clearance required for directors/officers .
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 25, 2019 | No securities beneficially owned at time of appointment . |
Governance Assessment
- Independence and attendance: Independent under NYSE/Company standards; met 2024 meeting attendance expectations; attended Annual Meeting — supports investor confidence .
- Committee effectiveness: Chairing Securities Investment places Hartzell at the center of capital allocation, buybacks, debt, and investment oversight — a leverage point for shareholder returns and risk control .
- Ownership alignment: Meets director stock ownership guideline; holds RSUs and deferred share units; hedging/pledging prohibited — strong alignment and risk controls .
- Compensation structure: Director pay is fixed cash plus time‑vested RSUs; no options; dividends on RSUs only upon vesting; annual director equity and cash caps and plan governance features (no repricing, no excise tax gross‑ups) — investor‑friendly features .
- Potential commitment risk: Transition to SMU President effective June 1, 2025 increases external executive workload. Company guidelines require directors to be mindful of commitments and confer before accepting other public boards; independent directors limited to three other public boards — mitigates overboarding risk; no other public boards disclosed for Hartzell .
- Related‑party safeguards: Audit Committee reviews/approves related‑party transactions with strict thresholds; none disclosed for Hartzell — low conflict risk .
- Shareholder sentiment: Say‑on‑Pay supported by >98% of votes in 2022–2024, indicating broad support for compensation governance (contextual signal of board’s alignment with investors) .
RED FLAGS:
- None disclosed specific to Hartzell: no pledging/hedging, no related‑party transactions, no low attendance issues, no other public board interlocks noted .
- Monitor time commitment after June 1, 2025 (SMU presidency) for sustained engagement on capital/risk committees per governance guidelines .