Michael L. Thompson
MGIC INVESTMENTAbout Michael L. Thompson
Independent director of MGIC Investment Corporation (MTG) since 2023; age 69. CEO of Fair Oaks Foods since 2003; previously spent ~20 years at McDonald’s Corporation, including Vice President of North American Supply Chain Management (1985–2003). Brings executive management and operational expertise, with skills in financial reporting and transactions, insurance industry knowledge, and regulatory compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fair Oaks Foods | Chief Executive Officer | 2003–present | Executive leadership; operational expertise |
| McDonald’s Corporation | Vice President, North American Supply Chain Management; other leadership roles | 1985–2003 | Large-scale supply chain leadership; global ops exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Proxy biography and nominee table list no other public company boards for Thompson . |
Board Governance
- Committee assignments (2025 proxy): Management Development, Nominating & Governance (MDNG); Risk Management (not chair) .
- Independence: Classified as independent by the Board .
- Attendance and engagement: The Board held 5 meetings in 2024; each director elected at the 2024 Annual Meeting attended at least 75% of Board and committee meetings; all such directors attended the 2024 Annual Meeting .
- Committee activity levels (2024): MDNG met 4x; Risk Management met 4x .
- Board leadership and process: Board has a Lead Independent Director (Jodeen A. Kozlak) and holds executive sessions at least twice annually under the Lead Director .
- Tenure on MTG board: Director since 2023 .
- Overboarding controls: Independent directors limited to ≤3 other public boards; pre-clearance required before accepting other public board seats .
Fixed Compensation
Program structure (unchanged for 2025):
- Cash retainer: $125,000 for non-chair directors; Lead Director +$25,000; Committee Chairs: Audit $40,000, MDNG $35,000, other committees $20,000; Committee members: Audit $15,000, other committees $5,000 .
- Equity retainer: $125,000 in stock-settled RSUs vesting immediately; settlement ~1 year later (deferrable) .
- Director stock ownership guideline: $625,000 value; expected within 5 years; each non-employee director satisfies the guideline .
2023–2024 director pay for Thompson:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 32,500 | 130,000 |
| Total Stock Awards ($) | 33,700 | 125,018 |
| Total ($) | 66,200 | 255,018 |
Notes:
- Thompson’s 2023 totals reflect partial-year service following his 2023 appointment; 2024 reflects a full program year .
- No per-meeting fees; compensation delivered via retainers and RSUs per program .
Performance Compensation
- Non-employee directors receive time-based RSUs (not performance-vested); RSUs vest immediately and settle later; no option awards disclosed for directors .
- Deferred compensation available (cash credited at the six‑month U.S. T‑bill rate or into share units with dividend equivalents) .
Other Directorships & Interlocks
- No other public company directorships disclosed for Thompson in the proxy biography and nominee table .
- Board independence determination applies NYSE standards and categorical thresholds; disclosure notes consideration of transactions with Moody’s (another director’s employer) but below thresholds; no Thompson-related interlocks noted .
Expertise & Qualifications
- Executive management and operational expertise (CEO experience; large multinational experience at McDonald’s) .
- Financial reporting and transactions; insurance industry familiarity; regulatory compliance .
- Risk oversight participation via Risk Management Committee; human capital and governance exposure via MDNG .
Equity Ownership
Ownership and alignment (beneficial ownership and units):
| Metric | 2024 (as of Mar 8, 2024) | 2025 (as of Mar 7, 2025) |
|---|---|---|
| Common Stock Owned Directly | 1,973 | 8,423 |
| Common Stock Owned Indirectly | — | — |
| Restricted Stock and Common Stock Underlying RSUs | — | — |
| Director Phantom Share Units | — | — |
| Restricted Stock Units | 6,347 | 4,926 |
| Total Shares Beneficially Owned | 1,973 | 8,423 |
| Total Shares Beneficially Owned Plus Underlying Units | 8,320 | 13,349 |
| Percent of Class | * (less than 1%) | * (less than 1%) |
Additional alignment controls:
- Stock ownership guideline of $625,000 for directors; all non-employee directors meet the guideline (increased from $375,000 guideline in 2023) .
- Hedging/pledging prohibited for directors; pre-clearance required for transactions; Insider Trading Policy filed with 10‑K .
Governance Assessment
Strengths and investor confidence signals
- Independent director with relevant operating and supply chain experience; serves on Risk Management and MDNG committees that oversee enterprise risk and executive compensation/governance, respectively .
- Solid engagement/attendance culture: at least 75% meeting attendance by each director in 2024; board held 5 meetings; robust committee activity (MDNG 4x; Risk 4x) .
- Aligned compensation structure: 50/50 cash/equity retainers; elevated ownership guideline ($625k) and universal compliance among non-employee directors; hedging/pledging prohibited .
- Shareholder support context: Say-on-Pay approval exceeded 98% in 2022–2024, indicating broad support for compensation governance frameworks overseen by MDNG .
Monitoring items
- Related-party safeguards are in place (Audit Committee review/approval for director transactions >$120k; broad Code of Conduct standards), and proxy does not disclose any Thompson-related related‑party transactions; continue to monitor for potential intersections with Fair Oaks Foods .
- Overboarding risk mitigated by guideline limits and pre-clearance for new public boards .
RED FLAGS
- None apparent from the proxy regarding independence, attendance, hedging/pledging, or related-party exposures for Thompson. Continue standard surveillance for new external roles or transactions requiring Audit Committee review .