Bruce Soll
M/I HOMESAbout Bruce A. Soll
Independent director and Lead Independent Director at M/I Homes, Inc. (MHO). Age 67; director since 2022 and appointed Lead Independent Director in mid‑2023. Background includes Counselor at Soll Advisors, LLC (since 2021) and Counselor to Limited, Inc. and successor entities (1991–2020); member of the State Bar of California. Beneficial ownership: 10,692 MHO shares; independence affirmed under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soll Advisors, LLC | Counselor | 2021–present | Advises boards of public companies and non-profits |
| Limited, Inc. and successor entities | Counselor | 1991–2020 | Long-running counsel to major retail enterprise |
| U.S. Department of Commerce | Counselor to the Secretary | 1980s–early 1990s | Counsel to government organizations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nationwide Children’s Hospital | Board member | Current | Non-profit healthcare |
| Claremont McKenna College | Board member | Current | Academic board |
| Columbus Downtown Development Corporation/Capitol South | Board member | Current | Civic development |
| The RiverSouth Authority | Board member | Current | Civic authority |
| The Robert F. Wolfe & Edgar T. Wolfe Foundation | Board member | Current | Philanthropy |
| Wexner Center for the Arts | Board member | Current | Arts institution |
| Alliance Data Systems Corporation | Director (prior) | Prior | Public company board (prior role) |
| The Columbus Foundation | Director (prior) | Prior | Non-profit (prior role) |
Board Governance
- Committee assignments: Executive Committee member; Lead Independent Director since mid‑2023 .
- Lead Independent Director responsibilities: approves Board agendas/schedules/materials; presides over executive sessions; liaises between Chair and independent directors; available for shareholder consultation; can call executive sessions .
- Independence: Board determined Soll is independent under NYSE rules .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of Board/committee meetings during their service; independent directors held four executive sessions in 2024 (LID chairs them). Executive Committee held no formal meetings in 2024 .
- Leadership structure: Combined Chair/CEO role with Lead Independent Director oversight .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard non‑employee director retainer for 2024 |
| Lead Independent Director supplement | $40,000 | Increased from $20,000 to $40,000 in 2024 |
| Total cash fees earned (2024) | $115,000 | Soll deferred payment of his annual retainer under Director Deferred Compensation Plan |
| Director RSU grant (grant date 5/13/2024) | 1,622 units | Aggregate grant date value approx. $200,000; grant date fair value per unit $123.23; vests on first anniversary; settled in shares upon separation (policy update in 2025 allows earlier settlement or deferral) |
| Total 2024 director compensation | $314,879 | $115,000 cash + $199,879 equity |
Performance Compensation
| Metric/Instrument | Grant | Terms | Value/Units |
|---|---|---|---|
| Performance‑based awards (PSUs/options) | None | Non‑employee directors receive time‑based RSUs; no PSUs disclosed for directors | — |
| RSU vesting | 1-year cliff | 2024 director RSUs vest one year post grant; dividends accrue and are paid in shares upon settlement; 2025 policy allows settlement within ~2.5 months post vesting or deferral under new plan | 1,622 RSUs; $199,879 grant value; $123.23/unit |
Other Directorships & Interlocks
- Interlocks and network ties: Soll’s prior counselor role to Limited, Inc./successors overlaps with CEO Robert H. Schottenstein’s prior directorship at Bath & Body Works, Inc. (formerly L Brands, Inc.) through May 2022, indicating historical network familiarity (not a current interlock) .
- Current external roles are predominantly non‑profit, civic, and academic, reducing commercial conflict risk .
Expertise & Qualifications
- 30+ years advising executive officers and boards; experience in public company governance, risk management, strategic planning, and legal/regulatory matters; member of the State Bar of California .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 10,692 | Less than 1% of outstanding shares |
| Vested director RSUs | 6,092 | Vested director RSUs under 2018 LTIP |
| RSUs scheduled to vest (5/13/2025) | 1,622 | 2024 director RSUs, subject to service condition |
| Deferred Compensation Plan units | 2,978 | Held under Director Deferred Compensation Plan; settled in shares at distribution |
| Hedging/pledging | Prohibited | Company’s Insider Trading Policy prohibits hedging, short sales, options trading, margin accounts, and pledging |
Governance Assessment
- Strengths: Independent director with robust governance/legal background; serves as Lead Independent Director with clear oversight duties; solid meeting attendance; director equity pay aligns with shareholder interests; defers cash into equity, signaling alignment; strong say‑on‑pay support (91% in 2024) indicates investor confidence in pay practices .
- Watch items: Combined Chair/CEO structure persists (mitigated by LID role); LID cash supplement doubled to $40k in 2024—appropriate for responsibilities but increases guaranteed cash component; no related‑party transactions disclosed involving Soll, but overall related‑party oversight noted (home sale to CEO’s son approved per policy) .
- Committee positioning: As LID and Executive Committee member (Exec Committee did not meet formally in 2024), influence comes primarily through LID responsibilities and full‑board oversight rather than audit/comp governance levers .
RED FLAGS: None specific to Soll disclosed (no hedging/pledging, no related‑party transactions tied to him, independent status affirmed). Structural risk remains with combined Chair/CEO setup, though mitigated by LID framework .