Diane Dewbrey
About Diane L. Dewbrey
Independent director since 2018; age 60. BS in Mathematics (Xavier University) and NACD Governance Fellow, with senior leadership experience across banking and telecommunications. Currently serves as Chair of MBIA’s Compensation & Governance Committee, member of Audit and Finance & Risk Committees, and is designated an Audit Committee financial expert. External roles include director at Barrett Business Services, Inc. and Director/Investment Committee Chair at YMCA of the USA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Senior Vice President & Director of Central Operations; Executive Management Team member | 18 years | Operations leadership; executive oversight |
| Foundation Bank / Foundation Bancorp | Chief Executive Officer; Director | 10 years | CEO; board member, strategic leadership |
| Enventis, Inc. | Independent Director; Chair of the Board | ~5 years; Chair 2013–2014 | Board leadership until merger with Consolidated Communications in 2014 |
External Roles
| Organization | Role | Since | Committees / Notes |
|---|---|---|---|
| Barrett Business Services, Inc. | Director | 2019 | Member, Risk & Finance Committee; Chair, Nominating & Governance Committee |
| YMCA of the USA | Director | n/a | Chair, Investment Committee |
| NACD | Governance Fellow | n/a | Professional credential |
Board Governance
- Independence: Affirmatively determined independent (NYSE standards); majority-independent board; Dewbrey included in list of independent directors .
- Committee leadership and financial expertise: Chair, Compensation & Governance Committee; Member, Audit Committee; Audit Committee financial expert; Member, Finance & Risk Committee .
- Attendance and engagement: Board met 5 times in 2024; all directors met the 75% attendance requirement and attended the 2024 annual meeting; regular non-management director sessions held .
- Board leadership: Separate Chair and CEO; Gilbert is Chair; defined roles; committee chairs report at each regular board meeting .
- Risk oversight: Audit Committee oversees reporting, compliance, cyber; Finance & Risk oversees capital, liquidity, market/credit risk; Audit receives semi-annual cybersecurity briefings .
| Committee | Role | Meetings in 2024 | Scope |
|---|---|---|---|
| Compensation & Governance | Chair | 5 | Executive/director pay, governance, board composition, advisors |
| Audit | Member; Financial Expert | 5 | Financial reporting, auditor oversight, compliance, cybersecurity |
| Finance & Risk | Member | 4 | Capital/liquidity, market value exposure, insured credit risk, risk policy |
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| Board Annual Retainer | $75,000 |
| Committee Chair Retainer | $25,000 (Dewbrey as C&G Chair) |
| Meeting Fee (per meeting) | $2,000; Special telephonic $1,000 |
| Annual Restricted Stock Grant (Directors) | $100,000 grant-date value; one-year restricted period; accelerated vesting on death/disability, change-in-control, non-nomination, or non-election |
| 2025 Director Pay Changes | No change expected |
| Director | 2024 Fees Earned or Paid in Cash ($) | 2024 Stock Awards ($) | Total 2024 Compensation ($) |
|---|---|---|---|
| Diane L. Dewbrey | 142,000 | 100,000 | 242,000 |
Note: Company states “There were no cash payments issued to any of the Directors in 2024,” indicating elections to defer or take stock; the table still reports “fees earned or paid in cash” for disclosure purposes .
Performance Compensation
- Structure: Director equity is time-based restricted stock; no performance-based metrics or options for directors disclosed .
- Vesting: Annual director restricted stock vests over one year; early vesting on specified events per plan .
No director-specific performance metric framework disclosed (e.g., TSR, EBITDA) for board equity grants .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Barrett Business Services, Inc. | Public company | Director; Committee Chair/member | None disclosed by MBIA; related-party transactions policy indicates none in 2024 |
| YMCA of the USA | Non-profit | Director; Investment Committee Chair | None disclosed |
MBIA reported no related-party transactions in 2024; directors complete annual related-person questionnaires; any such transactions would be reviewed and documented by the board .
Expertise & Qualifications
- Financial services operations and governance: Senior operations roles at Fifth Third; CEO experience at Foundation Bank .
- Telecommunications board leadership: Enventis Chair prior to merger .
- Audit sophistication: Designated Audit Committee financial expert; extensive finance background; NACD Governance Fellow .
- Education: BS, Mathematics, Xavier University .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of March 12, 2025) | 86,897 shares; <1% of class; no options |
| Restricted stock holdings (as of Dec 31, 2024) | 16,502 shares; $106,603 (at $6.46/share) |
| Director ownership guidelines | 5x annual retainer ($75k) within four years; 4 of 5 current directors exceed; one (appointed 2021) on track |
| Hedging/pledging | Prohibited without Legal approval; no approvals in over ten years; short sales/options also prohibited |
Governance Assessment
- Strengths
- Independence and leadership: Chair of C&G Committee; member and financial expert on Audit; active on Finance & Risk—strong governance footprint .
- Attendance and engagement: Meets attendance standards; participated in annual meeting; board holds regular non-management sessions .
- Alignment mechanisms: Director ownership guidelines; annual equity grants; anti-hedging/pledging policy .
- No related-party exposure: Company reports no related-party transactions for 2024; directors subject to annual disclosures .
- Risks / Red Flags
- None disclosed specific to Dewbrey. Company-wide: executive retention awards and run-off status drive governance focus; but director pay is moderate and equity is time-based (limited performance linkage for directors) .
- Disclosure quirk: Proxy notes “no cash payments issued” to directors despite reporting “fees earned or paid in cash,” implying deferral or stock election; company also reports no director balances in deferred accounts, which warrants monitoring for clarity but does not imply a conflict .
- Implications for investor confidence
- Dewbrey’s chairship of C&G and audit financial expertise should support compensation discipline and financial oversight amidst PREPA-related uncertainties; independence and lack of related-party transactions reduce conflict risk .
- Equity and ownership guidelines encourage alignment; anti-hedging/pledging policies signal long-term orientation .
All claims and data above are sourced from MBIA Inc.’s 2025 DEF 14A Proxy Statement. Citations: .