Jodeen A. Kozlak
MGIC INVESTMENTAbout Jodeen A. Kozlak
Independent director since 2018; age 61 as of March 21, 2025. Lead Independent Director (appointed January 2025) with prior service as Chair of the Business Transformation & Technology Committee (BT&T) from 2022–2025; current committee roles include Chair of the Management Development, Nominating & Governance (MDNG), Securities Investment, and Executive committees. Background includes Founder/CEO of Kozlak Capital Partners (since 2017), former Global SVP of Human Resources at Alibaba Group (2016–2017), and EVP/CHRO at Target Corporation (2007–2016) with earlier experience as a law firm partner, indicating deep expertise in human capital, executive compensation, and public company transformation. She is an independent director under NYSE and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kozlak Capital Partners, LLC | Founder & CEO | 2017–present | Private consulting; executive leadership expertise in human capital and transformation |
| Alibaba Group | Global SVP of Human Resources | 2016–2017 | Global HR oversight; executive compensation understanding |
| Target Corporation | EVP & Chief Human Resources Officer; senior leadership roles | 2007–2016 (Target tenure 15 years) | Fortune 100 HR leadership; business transformation experience |
| Private Law Practice | Partner | Prior to Target | Legal and governance foundation |
External Roles
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Director | Yes | Current public board service |
| KB Home | Director | Yes | Current public board service |
Board Governance
- Independence: Board determined all directors except the current and former CEO are independent; Kozlak is designated independent and serves as Lead Independent Director.
- Committee assignments (current): MDNG (Chair), Securities Investment, Executive; prior BT&T Chair (2022–2025).
- Lead Independent Director responsibilities include presiding when Chair is absent, calling/leading executive sessions, serving as conduit between CEO and independent directors, proposing agenda topics, and being available to major shareholders.
- Attendance: Board held five meetings in 2024; all directors elected in 2024 attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting.
- Executive sessions: Board meets in executive session at least twice annually; Lead Director presides.
- Age/tenure policy: Directors ≥74 at meeting date are not eligible for re‑election per Corporate Governance Guidelines.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $135,000 | Actual cash compensation paid/earned in 2024 |
| Annual Cash Retainer (program) | $125,000 | Non-Chairman director cash retainer; payable or deferrable |
| Committee Chair Retainers (program) | $40,000 Audit; $35,000 MDNG; $20,000 other committees | Program terms; Executive Committee excluded from fee schedule |
| Committee Member Retainers (program) | $15,000 Audit; $5,000 other committees | Program terms |
| Lead Director Retainer (program) | $25,000 | Program terms; Kozlak became Lead Director in Jan 2025 |
| Expense Reimbursement & D&O insurance | Provided per policy | Standard program features |
Performance Compensation
| Equity Grant | Grant Date | Grant Value | Vesting | Settlement |
|---|---|---|---|---|
| RSUs (annual equity retainer) | Feb 2024 | $125,000 | Vest immediately at grant | Settled Feb 14, 2025; director may elect later settlement and installments; dividend equivalents credited as RSUs |
- No performance conditions are attached to director equity awards; they are time-based (immediate vesting, settlement deferred), and directors may elect deferral and share-unit conversion under the Deferred Compensation Plan.
Other Directorships & Interlocks
| Entity | Relationship to MTG | Potential Interlock/Conflict |
|---|---|---|
| C.H. Robinson Worldwide, Inc. | Unrelated industry (logistics) | No related-party transactions disclosed involving Kozlak in MTG proxy |
| KB Home | Unrelated direct supplier/customer relationship to MTG disclosed | No related-party transactions disclosed involving Kozlak in MTG proxy |
- Independence screening: Board applies stricter-than-NYSE interlock and materiality standards; disclosure highlights transactions reviewed (e.g., Moody’s) with thresholds and categorical standards—no Kozlak-specific conflicts disclosed.
Expertise & Qualifications
- Human capital and executive compensation: Deep experience as Fortune 100 CHRO and global HR leader (Target, Alibaba).
- Public company governance and transformation: Leadership in business transformation and governance; prior BT&T Committee Chair overseeing technology and transformation.
- Financial, risk management, and public company executive experience cited by Board in supporting Lead Director role.
Equity Ownership
| Ownership Detail (as of Mar 7, 2025) | Amount |
|---|---|
| Common Stock Owned Directly | 20,515 shares |
| Common Stock Owned Indirectly | — |
| Restricted Stock & Common Stock Underlying RSUs (beneficially owned) | 13,687 shares |
| Total Beneficially Owned Shares | 34,202 shares |
| Director Phantom Share Units | 28,910 units |
| Restricted Stock Units (outstanding category in table) | — |
| Total Shares Beneficially Owned plus Underlying Units | 63,112 units/shares |
| Percent of Class | <1% (asterisk in table) |
| Director Stock Ownership Guideline | $625,000 required; all non-employee directors satisfy guideline |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Kozlak’s elevation to Lead Independent Director in Jan 2025 signals confidence in her governance leadership; she brings HR/compensation and transformation expertise aligned with MTG’s strategy and risk oversight needs.
- Independence and attendance: Independent status with committee leadership, executive session authority, and at least 75% attendance underpin engagement and oversight quality.
- Compensation alignment: Director pay structure balances cash retainer with equity RSUs that vest immediately but settle after a year, supporting alignment and modest deferral flexibility; no performance metrics for directors, and policy features (no hedging/pledging) strengthen investor alignment.
- Ownership alignment: Beneficial ownership plus units totals 63,112 with guideline compliance across non-employee directors; percent of class <1% typical for outside directors.
- Conflicts/related parties: No related-party transactions disclosed involving Kozlak; company applies formal Audit Committee review and strict independence thresholds.
- Shareholder signals: Say-on-pay support >98% in 2022–2024 and presence of clawback, double-trigger change-in-control, and no excise tax gross-ups for executives support overall governance quality and pay-for-performance culture.
RED FLAGS: None disclosed specific to Kozlak (no pledging/hedging, no related-party transactions, independence affirmed). Monitor concurrent external board workload for overboarding risk, though Corporate Governance Guidelines limit independent directors to ≤3 other public boards; Kozlak has two.