Steven Scheid
NMI HoldingsAbout Steven L. Scheid
Steven L. Scheid (age 71) is NMI Holdings’ Lead Independent Director, serving on the Board since 2012. He is independent under NASDAQ/SEC rules, brings 40+ years of financial services leadership, and holds a B.S. in accounting from Michigan State University with CPA credentials. He previously served as Chairman and CEO of Janus Capital Group and held multiple senior roles at Charles Schwab; he has been NMIH’s Lead Independent Director since the role was created in May 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus Capital Group Inc. | Chairman (through 2012); CEO | CEO 2004–2006; Chairman until 2012 | Led strategy and operations during transition period |
| Charles Schwab Corporation | Vice Chairman; President, Schwab Retail Group; CFO; CEO, Charles Schwab Investment Management | 1996–2002 | Led retail strategy, finance, and asset management units |
| Thoma Bravo, LLC | Operating Partner | 2008–2011 | Private equity operating leadership |
| Strategic Execution Group | Partner | 2007–2012 | Execution and strategy consulting |
| Federal Advisory Council (FRB SF representative) | Member (Washington, D.C.) | 2000–2002 | Advised Federal Reserve Board on banking matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Nile Company | Director | 2007–2015 | Online jewelry retailer |
| Janus Capital Group Inc. | Director | 2002–2012 | Global investment firm |
| The PMI Group, Inc. | Director | 2002–2009 | Mortgage insurance company |
| Current public company boards | — | — | No current other public boards per NMIH proxy summary |
Board Governance
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Roles and independence
- Lead Independent Director (since May 2012), independent director; current committees: Governance & Nominating (member) and Compensation (Chair) .
- NMIH board composition: 7/9 independent; independent chairs and members across all committees; regular executive sessions of independent directors .
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Committee assignments (2024 activity levels)
- Compensation Committee (Chair; 6 meetings in 2024) .
- Governance & Nominating Committee (Member; 4 meetings in 2024) .
- Board met 8 times in 2024; all directors met the company’s 75% attendance policy, with seven directors at 100% Board attendance; all directors attended committee meetings on which they served, except two who missed one; all directors attended the 2024 annual meeting .
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Lead Independent Director responsibilities (scope)
- Primary contact for independent directors; assists with Board/committee agendas and meetings; engages with management; additional duties as assigned by the Board .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $40,000 | Additional cash retainer for LID role |
| Compensation Committee Chair fee (prorated from May 2024) | $12,912 | Prorated chair fee after succession in May 2024 |
| Total cash fees (2024) | $162,912 | Sum of cash retainers/fees |
| RSU annual grant (grant-date fair value) | $139,978 | Time-vested RSUs; vest on first anniversary |
| Total 2024 director compensation | $302,890 | Cash + RSU grant-date value |
- Structure and policies
- No meeting fees; reasonable travel/education expenses reimbursed .
- Director ownership guideline: 5.0x annual cash retainer; must hold 50% of net shares until guideline met; as of Dec 31, 2024, all directors other than Erickson met the requirement (Scheid meets) .
Performance Compensation
| Instrument | Performance Metrics | Payout Range | Vesting |
|---|---|---|---|
| RSUs (director retainer) | None (time-based only) | Not applicable | Annual RSU vests on first anniversary of grant date |
Directors do not receive PRSUs or option awards; the equity component is time-vested RSUs intended to align directors with long-term shareholders without performance metrics .
Other Directorships & Interlocks
| Company | Current/Past | Interlock/Notes |
|---|---|---|
| — (Current public company boards) | None | NMIH proxy indicates no current other public boards for Scheid |
| Compensation Committee interlocks | None | “No relationships required to be disclosed” under Item 407(e)(4) |
Expertise & Qualifications
- Financial services leadership (Schwab vice chair/CFO; Janus CEO/Chair), risk management, investment services, and retail strategy; CPA; B.S. in accounting (Michigan State) .
- Governance strength signals at NMIH: independent committee leadership; regular executive sessions; robust LID duties; board refreshment .
Equity Ownership
| Holder/Type | Shares/Units | Notes |
|---|---|---|
| Scheid Family Trust (direct/indirect) | 90,544 shares | Co-trustees: Mr. and Mrs. Scheid |
| Unvested RSUs (vesting within 60 days of 3/11/2025) | 4,166 RSUs | Expected to vest within 60 days of record date |
| Total beneficial ownership | 94,710 | “Less than 1%” of outstanding shares |
| Pledging/Hedging | Prohibited | Company policy absolutely prohibits for directors/NEOs |
| Ownership guideline | 5.0x annual cash retainer | Compliance met as of 12/31/2024 |
Governance Assessment
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Positives
- Long-tenured Lead Independent Director with deep financial, risk, and governance experience; independent; chairs Compensation Committee and serves on Governance & Nominating—positions central to board effectiveness .
- Strong engagement framework: independent committee structures, executive sessions, and active LID responsibilities; all directors satisfied attendance policy in 2024 .
- Alignment mechanisms: meaningful equity retainer (time-based RSUs), strict stock ownership guidelines (met), and anti-hedging/pledging policy .
- No related-party transactions involving directors/officers >$120,000 in 2024; no Compensation Committee interlocks—reduces conflict risk .
- Shareholder support signal: 2024 say-on-pay received ~94.5% approval, indicating broad investor alignment with compensation governance .
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Watchpoints
- Role concentration: LID plus Compensation Committee Chair centralizes independent leadership influence—can be effective but merits ongoing board evaluation for balance and succession in leadership roles .
- Tenure: service since 2012 supports continuity but some investors monitor long tenure in independence assessments; NMIH emphasizes ongoing refreshment and independent committee chairs .
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Compensation structure (directors)
- Cash vs. equity mix is balanced; equity is time-vested RSUs with no performance metrics, consistent with director independence and long-term alignment best practices; no option awards or meeting fees .
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Conflicts and related-party exposure
- None identified in 2024; related-party approval policy overseen by Audit Committee; compensation consultant (Semler Brossy) serves Compensation Committee only, with independence affirmed and no other services to the company .