Steven Gilbert
About Steven J. Gilbert
Steven J. Gilbert (age 77) has served on MBIA’s Board since 2011 and was elected Chairman in July 2023. He is deemed independent under MBIA’s Board Practices and NYSE standards and is designated an Audit Committee financial expert. His career spans private equity, investment banking, and law, including leadership roles at major firms and extensive multi-company board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbert Global Equity Partners, L.P. | Chairman of the Board | Since 1998 | Private equity leadership; long-term governance experience |
| MidOcean Capital Partners, L.P. | Vice Chairman of Executive Board | Since 2005 | Private equity oversight; investment governance |
| Oaktree Capital Management | Director | Since 2016 | Investment firm oversight; institutional governance |
| SUN Group (USA) | Chairman & Senior Managing Director | 2007–2009 | Investment leadership; strategic oversight |
| Soros Capital, L.P.; Commonwealth Capital Partners, L.P.; Chemical Venture Partners | Managing General Partner | Prior roles (dates not specified) | Private equity portfolio leadership |
| Morgan Stanley; Wertheim & Co.; E.F. Hutton International | Investment banking roles | Prior roles (dates not specified) | Capital markets expertise |
| Goodwin Procter & Hoar | Attorney; admitted to MA Bar (1970) | Early career | Legal training; corporate law foundations |
External Roles
| Organization | Role | Public Company | Tenure/Notes |
|---|---|---|---|
| Tri Pointe Homes, Inc. | Director and Chairman of the Board | Yes | Current |
| Empire State Realty Trust, Inc. | Director and Chairman of the Board | Yes | Current |
| Fairholme Funds, Inc. | Director and Chairman of the Board | Yes | Current |
| SDCL EDGE Acquisition Corporation | Director | Yes (SPAC) | Since 2021 |
| Oaktree Capital Management | Director | No (investment firm) | Since 2016 |
| MidOcean Capital Partners, L.P. | Vice Chairman | No (private equity) | Since 2005 |
| Lauder Institute (Univ. of Pennsylvania) | Director | No | Current |
| Council on Foreign Relations; Writers Guild of America (East) | Member | No | Professional affiliations |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; meets NYSE and MBIA independence standards |
| Board Chair | Chairman of MBIA’s Board (since July 2023) |
| Committees | Executive Committee (Chair); Audit (Member); Compensation & Governance (Member); Finance & Risk (Member) |
| Audit Committee Financial Expert | Designated by Board |
| Attendance | Board met 5 times in 2024; all directors met ≥75% combined meeting attendance requirement; all directors attended 2024 Annual Meeting |
| Committee Activity | Audit met 5x; C&G met 5x; Finance & Risk met 4x; Executive Committee did not meet in 2024 |
Fixed Compensation
| Component | MBIA Policy (2024) | Amount |
|---|---|---|
| Board Annual Retainer | Cash | $75,000 |
| Chairman Retainer | Additional cash for Board Chair | $125,000 |
| Committee Chair Retainer | Additional cash for Committee Chairs | $25,000 |
| Meeting Fees | $2,000 per meeting; $1,000 per special telephonic meeting | Policy amounts |
| Orientation Fee | $2,000 per day for new directors | Policy amount |
| Perquisites | None provided to directors | Policy statement |
| Deferral | Optional via 2005 Non-employee Director Deferred Compensation Plan | Policy; no director balances outstanding |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Steven J. Gilbert | $267,000 | $100,000 | $367,000 |
Performance Compensation
| Element | Structure | Metrics | Vesting/Triggers |
|---|---|---|---|
| Annual Director Equity Grant | Time-based restricted stock | None (time-vested, not performance-based) | One-year restricted period; early lapse upon death/disability, change of control, failure to nominate/re-elect; otherwise forfeiture if director leaves before 1-year unless exceptions apply |
| Dividend Treatment | Omnibus Plan updated: dividends, if paid, are released only when underlying award vests | N/A | Applies to all equity grants under plan |
Other Directorships & Interlocks
- C&G Committee interlocks and insider participation: no member has ever been an MBIA officer/employee; no interlocks with other entities’ executives in 2024 involving MBIA NEOs or C&G members.
- Related-party transactions: none involving directors/officers since the beginning of 2024; annual questionnaire and oversight process in place.
- Independence reaffirmed annually under MBIA’s Board Practices and NYSE standards; Gilbert listed among independent directors.
Expertise & Qualifications
- Private equity leadership and investment banking experience across Soros/Goldman-era venture partnerships, Oaktree, and MidOcean; broad governance across more than 25 boards over his career.
- Legal training: admitted to Massachusetts Bar (1970); practiced at Goodwin Procter & Hoar.
- Designated Audit Committee financial expert, supporting oversight of financial reporting, auditors, compliance, and operational risk (including cybersecurity).
- External affiliations: Council on Foreign Relations; Lauder Institute Board; Writers Guild of America (East).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Mar 12, 2025) | 86,147 shares; less than 1% of class |
| Restricted Stock Holdings (Dec 31, 2024) | 27,051 shares; $174,749 at $6.46/share |
| Director Ownership Guideline | 5x annual retainer within 4 years; four of five current directors exceed guideline; one director appointed in 2021 on track |
| Hedging/Pledging | Prohibited without Legal Department approval; none approved in over 10 years |
Governance Assessment
- Board effectiveness: Gilbert serves as independent Chairman and Audit Committee financial expert, with membership across Audit, Compensation & Governance, and Finance & Risk, and chairs the Executive Committee—indicating deep engagement across risk, compensation, and oversight domains. All directors met attendance requirements in 2024.
- Compensation alignment: Director pay comprises modest cash retainers/fees plus $100,000 time-vested restricted stock; dividends on equity are only released upon vesting under the updated Omnibus Plan, improving alignment with shareholder outcomes. No director perquisites or related-party transactions disclosed.
- Independence and conflicts: Independence affirmed; no C&G interlocks or related-party transactions in 2024; strict anti-hedging/pledging policy in place. Gilbert’s multiple external boards and investment roles raise typical time-allocation and network considerations, but MBIA discloses no related-party exposure with him and codifies independence standards.
- Shareholder confidence signals: Strong say-on-pay support (>80%) and clear compensation governance processes suggest responsive oversight and investor engagement; committee meeting cadence reflects active governance despite the company’s runoff status.
RED FLAGS
- None disclosed regarding attendance, related-party transactions, or pledging/hedging. Monitor for potential time constraints due to multiple external chairmanships and directorships, though no conflicts are reported.
Overall: Gilbert’s independent chair role, financial expertise designation, and broad committee participation support robust board oversight at MBIA, with clean related-party disclosures and alignment-focused director equity practices in place.