Bruce Sewell
VAIL RESORTSAbout Bruce Sewell
Independent Lead Independent Director at Vail Resorts (MTN); age 67; director since January 2013; Lead Independent Director since June 2019. Former Senior Vice President, General Counsel and Secretary at Apple (2009–2017), with earlier senior legal leadership roles at Intel (1995–2009) and prior partnership at Brown & Bain PC; recognized Audit Committee financial expert. Committees: Audit, Nominating & Governance, and Executive; independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Senior Vice President, General Counsel and Secretary | Sep 2009–Dec 2017 | Oversaw corporate governance, IP, litigation, securities compliance, global security, privacy, encryption |
| Intel Corporation | Senior Vice President, General Counsel | 2005–2009 | Legal leadership at global microprocessor/chipset manufacturer |
| Intel Corporation | Vice President, General Counsel | 2004–2005 | Corporate legal leadership |
| Intel Corporation | Vice President, Legal & Government Affairs; Deputy General Counsel | 2001–2004 | Government affairs and legal oversight |
| Intel Corporation | Senior Attorney | Joined 1995 | Senior counsel prior to later executive roles |
| Brown & Bain PC | Partner | Pre-1995 | Law firm partner prior to Intel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C3.ai, Inc. (Public) | Director; Chair, Nominating & Governance Committee | Current | Board leadership at enterprise AI software company |
| Clearco (Private) | Director | Current | Board member at growth capital technology company |
| San Mateo Brewing (Private) | Director | Current | Board member in food & beverage industry |
| Village Enterprise (Non-profit) | Director | Current | Board member focused on alleviating extreme poverty in Africa |
| Friends of Lancaster University in America (Non-profit) | President & Director | Current | Higher education support organization leadership |
Board Governance
- Independence: Classified “Independent”; serves as Lead Independent Director when CEO is non-independent. Duties include presiding over executive sessions, approving agendas/schedules, acting as liaison between independent directors and Chair, and serving as stockholder point of contact.
- Committee assignments and expertise: Audit (member; designated Audit Committee Financial Expert), Nominating & Governance (member), Executive (member).
- Attendance and engagement: Board held 8 meetings in FY2025; each then-serving director attended at least 75% of Board and committee meetings; executive sessions of independent directors follow each quarterly Board meeting and are chaired by the Lead Independent Director.
- Committee activity levels (FY2025): Audit 4 meetings; Compensation 4; Nominating & Governance 5; Executive conducted actions via unanimous written consent (no formal meetings).
| Committee | Sewell’s Role | FY2025 Meetings |
|---|---|---|
| Audit | Member; Financial Expert | 4 |
| Nominating & Governance | Member | 5 |
| Executive | Member | 0 (actions via consent) |
Fixed Compensation
| Component | FY2024 ($) | FY2025 ($) |
|---|---|---|
| Board cash retainer | 123,451 | 125,000 |
| Audit Committee (member) | 17,113 | 17,500 |
| Nominating & Governance (member) | 15,196 | 10,000 |
| Executive Committee (member) | 10,000 | 10,000 |
| Total cash fees | 165,760 | 162,500 |
| Perquisites used (incremental cost) | 12,857 | 11,502 |
- Fee schedule (FY2025 program): Board member $85,000; Lead Independent Director $40,000; Audit Chair $35,000 / member $17,500; Compensation Chair $25,000 / member $12,500; N&G Chair $20,000 / member $10,000; Executive Committee member $10,000; no per-meeting fees.
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | Sep 27, 2024 | 1,281 | 220,316 | Vests on first anniversary of grant date |
| Unvested RSUs (as of Jul 31, 2025) | — | 1,281 | — | — |
- Structure: Non-employee director equity is annual RSUs with 1-year time-based vesting; no performance metrics tied to director equity grants.
Other Directorships & Interlocks
| Company | Type | Role | Committee/Chair |
|---|---|---|---|
| C3.ai, Inc. | Public | Director | Chair, Nominating & Governance |
| Clearco | Private | Director | — |
| San Mateo Brewing | Private | Director | — |
- Overboarding and alignment safeguards: Company has an overboarding policy limiting public company directorships, plus stock ownership, anti-hedging/pledging, and clawback policies (executives).
Expertise & Qualifications
- Legal, governance and technology expertise from Apple and Intel senior legal leadership; brings international, cybersecurity, IP, and compliance experience relevant to MTN risk oversight.
- Audit Committee Financial Expert designation; contributes to financial reporting and internal control oversight.
- Board skills matrix highlights technology/innovation and financial expertise across nominees; Sewell’s background aligns with those areas.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| D. Bruce Sewell | 22,155 | * (less than 1.0%) |
- Shares outstanding: 35,953,208 as of Oct 14, 2025.
- Stock ownership guidelines (Directors): Must own greater of 5x annual cash retainer or $425,000 within five years; sales restricted until compliance; RSUs’ intrinsic value counts; unearned performance awards/options do not.
- Insider policy: Prohibits hedging and pledging of company stock and short sales; additional blackout restrictions apply to directors.
Governance Assessment
- Board effectiveness: Sewell’s role as Lead Independent Director, Audit Financial Expert, and membership across Audit/N&G/Executive provides robust oversight leverage, including chairing independent executive sessions and agenda-setting influence—positive for investor confidence.
- Alignment and incentives: Balanced mix of cash retainer plus annual RSUs (time-based) with modest perquisite use ($11,502 in FY2025) and strong ownership/anti-hedging policies—generally supportive of alignment; note director equity is not performance-conditioned.
- Attendance and engagement: Board met 8 times; each director attended ≥75% of meetings; independent executive sessions occur quarterly under Sewell’s leadership—supports engagement.
- Committee coverage: Active Audit and N&G oversight; Executive Committee actions via consent during FY2025—appropriate continuity amid leadership transition.
- Red flags: None evident from disclosed sections on hedging/pledging (prohibited), overboarding policy, and director compensation program stability year-over-year; monitoring advisable for time commitments given external boards but within company policy framework.