Sheryl L. Sculley
MGIC INVESTMENTAbout Sheryl L. Sculley
Sheryl L. Sculley (age 72) has served as an independent director of MGIC Investment Corporation (MTG) since 2019; she currently sits on the Audit Committee and the Business Transformation & Technology (BT&T) Committee and is designated an SEC “audit committee financial expert.” Her background includes nearly 35 years as a senior municipal executive, most notably City Manager (CEO) of San Antonio (2005–Apr 2019) and prior leadership roles in Phoenix and Kalamazoo; she is also a consultant with Strategic Partnerships, Inc. and an adjunct professor at the University of Texas LBJ School of Public Affairs . The Board determined she is independent under MTG’s Corporate Governance Guidelines and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of San Antonio, Texas | City Manager (Chief Executive Officer) | 2005 – Apr 2019 | Led a large municipal corporation; experience across management, investment, financial and human resources matters . |
| City of Phoenix, Arizona | Assistant City Manager (Chief Operating Officer) | 1989 – 2005 | Senior operating executive in a major U.S. municipality . |
| City of Kalamazoo, Michigan | City Manager (Chief Executive Officer) | 1984 – 1989 | Chief executive role; municipal governance and operations leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Partnerships, Inc. | Consultant | Current | Public-sector advisory/consulting role . |
| University of Texas at Austin, LBJ School of Public Affairs | Adjunct Professor | Current | Academic governance and policy perspective . |
Board Governance
- Independence: The Board determined all directors except the former and current CEOs are independent; Sculley is independent under NYSE and MTG’s stricter guidelines (no material relationships/board interlocks beyond thresholds) .
- Committee assignments (2025): Audit; BT&T. She is designated an “Audit Committee Financial Expert.” Chairs: Audit—C. Edward Chaplin; BT&T—Teresita M. Lowman .
- Committee shift: Sculley moved from the Securities Investment Committee in 2024 to BT&T in 2025, signaling increased focus on technology and transformation oversight .
- Attendance and engagement: In 2024 the Board met 5 times; each director attended at least 75% of Board and relevant committee meetings, and all attended the 2024 Annual Meeting. Committee meetings in 2024: Audit (9), BT&T (4), MDNG (4), Risk (4), Securities Investment (4), Executive (0) .
- Executive sessions: The Board holds executive sessions (without management) at least twice annually; Led by the Lead Director .
- Retirement policy: Directors are not nominated for re-election at or after age 74 (a refreshment guardrail) .
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Terms | Notes |
|---|---|---|
| Annual cash retainer (non-chair directors) | $125,000 | Eligible for deferral into interest-bearing account or share units . |
| Committee member fees | Audit: $15,000; Other committees: $5,000 | Executive Committee excluded . |
| Committee chair fees | Audit: $40,000; MDNG: $35,000; Other: $20,000 | Not applicable to Sculley in 2024/2025 . |
| Lead Director retainer | $25,000 | Not applicable to Sculley . |
| Director stock ownership guideline | $625,000 in Company stock (includes vested/near-term vesting deferred share units); expected within 5 years | Each non-employee director satisfies the guideline . |
| 2025 program changes | None | Program unchanged for 2025 . |
| Director (2024) | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| Sheryl L. Sculley | $145,000 | $125,000 | $270,000 . |
Notes: Sculley’s 2024 cash reflects $125,000 base retainer + $15,000 Audit member + $5,000 BT&T member = $145,000 .
Performance Compensation
| Equity Award | Grant Value | Vesting/Settlement | Deferral Mechanics |
|---|---|---|---|
| Annual RSU retainer (Feb 2024 grant) | $125,000 | Vests at grant; settled Feb 14, 2025 unless deferred | Directors may defer settlement and elect installments (up to 10 annual), with dividend equivalents in RSUs during deferral . |
- Performance metrics: Non-employee director compensation is not performance-conditioned (annual RSU retainer; no PSU metrics disclosed for directors) .
- Plan cap: Under the 2025 Omnibus Incentive Plan, aggregate director equity awards plus cash for service as a director are capped at $750,000 per fiscal year (excludes share units from deferring cash retainers) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Sculley in the 2025 proxy . |
| Committee roles at other publics | None disclosed . |
| Interlocks/related-party considerations | Independence review identified only Moody’s-related payments (re: Dr. Zandi); no material relationships identified for other directors, including Sculley, under MTG’s categorical standards . |
Expertise & Qualifications
- Audit committee financial expert; meets heightened SEC/NYSE independence criteria for Audit Committee members .
- Deep operating experience as CEO/COO across large municipalities; expertise in management, investment, financial and human resources matters .
- Governance and transformation exposure via BT&T Committee service (technology, cybersecurity, digital transformation oversight) .
Equity Ownership
| Holder | Common Stock Owned Directly | Indirect | Restricted/Common Underlying RSUs | Total Beneficially Owned | Director Phantom Share Units | Restricted Stock Units | Total incl. Underlying Units |
|---|---|---|---|---|---|---|---|
| Sheryl L. Sculley | 6,450 | — | 18,078 | 24,528 | 19,223 | 4,926 | 48,677 . |
- Hedging/pledging: MTG policies prohibit directors from hedging, pledging, or holding securities on margin, and from short sales; applies to directors and officers .
- Ownership guideline compliance: Each non-employee director satisfies the $625,000 guideline (Company stock and permissible deferred units) .
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert; dual committee service (Audit and BT&T) with full-board/committee attendance thresholds met; robust stock ownership guideline met; prohibition on hedging/pledging; clear director pay structure and plan-level cap .
- Engagement: Member of the three-person Audit Committee issuing the 2024 Audit Committee report recommending inclusion of audited financials in the 10-K, evidencing active oversight .
- Potential conflicts: No related-person transactions or interlocks disclosed involving Sculley; independence review identified only Moody’s-related engagements (for another director) below thresholds .
- Watch items: Board retirement guideline at age 74 implies natural refreshment within a near-term horizon for directors aged 72, such as Sculley (not a risk per se, but a medium-term succession/refreshment consideration) .
No red flags identified regarding related-party exposure, hedging/pledging, low attendance, or anomalous director pay practices based on the 2025 proxy disclosures .