Janice Innis-Thompson
About Janice L. Innis-Thompson
Independent director of MBIA Inc. since 2021; age 59. Senior Vice President, Corporate Litigation & Legal Operations at Nationwide (since 2020). Former Chief Compliance Officer at Samsung Electronics America and Senior Managing Director, Chief Compliance & Ethics Officer at TIAA. Education: BS in Public Relations and JD from the University of Florida. Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Mutual Insurance Company | SVP, Corporate Litigation & Legal Operations | Since 2020 | Senior legal and operations leadership in large insurer (governance and litigation oversight) |
| Samsung Electronics America | Chief Compliance Officer | Prior three years before 2020 | Led compliance function at major multinational (compliance systems, risk oversight) |
| TIAA | Senior Managing Director; Chief Compliance & Ethics Officer | 10-year career prior to Samsung | Enterprise compliance and ethics leadership at a large financial institution |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Executive Leadership Council | Director | Current |
| National Forest Foundation | Director | Current |
| Bridge Builder Mutual Fund (Edward Jones complex) | Director | Prior |
| The Wardlaw-Hartridge School | Board member | Prior |
| Board IQ | Board member | Prior |
| NYPD Audit Advisory Board | Board member | Prior |
| Hale House | Board member | Prior |
Board Governance
- Committees: Member of Audit; Compensation & Governance (C&G); Finance & Risk. Not a chair. The Board designated her as an “audit committee financial expert,” reflecting financial literacy and oversight credentials. Audit met 5x in 2024; C&G met 5x; Finance & Risk met 4x.
- Independence: Classified as independent under NYSE and company standards; all members of the Audit and C&G committees are independent.
- Attendance and engagement: Board met 5x in 2024; all directors met the ≥75% attendance expectation and all attended the 2024 annual meeting. Separately, the Board regularly holds non‑management director sessions.
- Board structure: Independent Chair; CEO/Chair roles separated, with the Chair presiding over non‑management director meetings.
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Outcome for Innis‑Thompson |
|---|---|---|
| Board annual retainer (cash or stock election) | $75,000 | Included in fees earned; no cash payments were issued to any directors in 2024 |
| Committee chair retainer | $25,000 (only if chair) | Not applicable (not a chair) |
| Chairman retainer | $125,000 | Not applicable |
| Meeting fees | $2,000 per Board/committee meeting; $1,000 per special telephonic meeting | Included in fees earned |
| Annual restricted stock grant | $100,000 grant value; 1‑year vest; accelerates upon death/disability, change in control, failure to nominate/elect | $100,000 stock awards (grant‑date value) |
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Janice L. Innis‑Thompson | 117,000 | 100,000 | 0 | 217,000 |
Note: The company disclosed “There were no cash payments issued to any of the Directors in 2024,” indicating fees may have been delivered in equity rather than cash.
Performance Compensation (Director)
- Directors do not receive performance‑conditioned equity; annual restricted stock is time‑based with a one‑year restriction and specified acceleration events (death/disability, change in control, failure to nominate/elect).
- Plan update: For grants under the Amended and Restated Omnibus Incentive Plan, dividends (if paid) are released only when the underlying award vests.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Innis‑Thompson.
- Compensation committee interlocks: The C&G Committee reported no interlocks or insider participation in 2024.
Expertise & Qualifications
- Legal and compliance leadership across insurance and financial services; current senior role at Nationwide supports oversight of litigation, regulatory risk, and legal operations.
- Designated Audit Committee Financial Expert by the Board (SEC definition), strengthening audit oversight and financial reporting governance.
- Academic credentials in public relations and law (BS; JD, University of Florida), aligning with disclosure, ethics, and governance competencies.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (common shares) | 44,049 shares; less than 1% of outstanding shares |
| Restricted stock holdings (12/31/2024) | 16,502 shares ($106,603 at $6.46/share) |
| Director stock ownership guidelines | 5× annual retainer within 4 years of first election; “remaining Director was appointed in 2021 and is on track to meet the ownership guidelines” (consistent with Innis‑Thompson) |
| Hedging/pledging | Company policy prohibits hedging and pledging without prior Legal approval; none approved in over 10 years |
Governance Assessment
-
Strengths for investor confidence
- Sits on all three key committees (Audit; C&G; Finance & Risk) and is designated an Audit Committee Financial Expert—high leverage in risk, audit, and pay governance.
- Independent director; Board and key committees comprised of independent directors; independent Chair; separate CEO/Chair roles.
- Attendance and engagement indicators are solid at the board level (≥75% for all directors; all attended the annual meeting).
- Director pay structure uses modest cash retainers, per‑meeting fees, and time‑based restricted stock; 2024 director total for Innis‑Thompson was $217,000, within typical ranges for a small‑cap insurer in runoff.
- Ownership alignment reinforced by 5× retainer guideline (4/5 directors exceed; the remaining—appointed in 2021—is on track) and anti‑hedging/pledging policy with no approvals in over a decade.
- No related‑party transactions disclosed in 2024.
-
Potential watch‑items
- Time‑based equity (rather than performance‑conditioned) for directors and executives is common in runoff situations but places greater emphasis on long‑term stock value versus explicit performance hurdles at the director level. The plan’s dividend‑on‑vest feature mitigates unearned dividend concerns.
- Significant committee workload (member of three committees) increases influence and time demands—balanced by legal/compliance background and financial expert designation.
-
Red flags
- None observed: no attendance issues reported, no related‑party transactions, anti‑hedging/pledging restrictions, and no compensation committee interlocks.