Elizabeth Ingram
M/I HOMESAbout Elizabeth K. Ingram
Elizabeth K. Ingram, 54, is an independent director of M/I Homes (MHO) since 2019. She is Chair of the Board and Chief Executive Officer of White Castle System, Inc. (Chair since 2021; CEO since 2016), and serves on the M/I Homes Compensation Committee and Nominating & Governance Committee, with independence affirmed under NYSE rules. Her board biography highlights expertise in management/leadership, risk management, sales, marketing, customer service, and strategic planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Castle System, Inc. | Chief Executive Officer | Since 2016 | Leads nationwide restaurant and manufacturing operations; brings management, risk, sales/marketing, customer service, and strategic planning expertise to MHO. |
| White Castle System, Inc. | Chair of the Board | Since 2021 | Governance leadership of a multi-state private company; operational oversight experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OhioHealth | Chair of the Board of Directors | Not disclosed | Non-profit health system leadership; governance experience. |
| The Columbus Foundation | Trustee, Governing Committee | Not disclosed | Community foundation governance. |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Governance Committee (not a chair).
- Independence: The Board determined Ingram is independent under NYSE rules.
- Attendance: In 2024 the Board met four times, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting except Mr. Böhm.
- Committee activity: Compensation Committee met 5 times; Nominating & Governance met 4 times; Audit met 8 times in 2024.
- Executive sessions: Independent directors held four executive sessions in 2024, chaired by the Lead Independent Director.
- Compensation consultant: Willis Towers Watson (WTW) engaged by the Compensation Committee; independence reviewed and no conflict determined.
Fixed Compensation
| Component (Director pay 2024) | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $75,000 | Standard non-employee director cash retainer (not chair). |
| Equity grant (RSUs) | $199,879 | 1,622 RSUs at $123.23 grant-date value per unit (granted May 13, 2024). |
| Total (cash + equity) | $274,879 | Sum of retainer and RSU grant value for 2024. |
- RSU settlement and vesting terms: 2024 director RSUs vest on the first anniversary of grant and are settled in Common Shares upon separation of service; dividends accrue and are delivered upon vesting.
Performance Compensation
| Incentive Element | Metric(s) | Target/Structure | Vesting/Settlement |
|---|---|---|---|
| Director RSUs (2024 grant) | None (time-based only) | ~$200,000 grant, 1,622 RSUs | Vest at 1-year; settled in shares; dividends accrue and pay upon vesting. |
- No performance-conditioned equity or cash incentives are disclosed for non-employee directors (performance metrics apply to executives, not directors).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| White Castle System, Inc. | Private | Chair & CEO | Restaurant/manufacturing; no evident supplier/customer conflict disclosed with homebuilding operations. |
| OhioHealth | Non-profit | Chair of Board | Health system; no related-party transactions disclosed. |
| The Columbus Foundation | Non-profit | Trustee | Philanthropic governance; no related-party transactions disclosed. |
Expertise & Qualifications
- Operational CEO experience running nationwide consumer and manufacturing businesses; brings management/leadership, risk management, sales/marketing, customer service, and strategic planning skills to M/I Homes’ board.
- Independent under NYSE rules; Nominating & Governance emphasizes diversity, tenure balance, and independence across the Board.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Common Shares) | 19,997 | Less than 1% of shares outstanding; includes director stock units and RSUs per plan terms. |
| Director stock units (unsettled) | 8,000 | Director stock units held; not beneficially owned until distributed. |
| Vested director RSUs (unsettled) | 10,375 | Vested RSUs held for settlement per plan; not beneficially owned until distributed. |
| 2024 director RSUs to vest (grant of 1,622) | 1,622 | Will vest on May 13, 2025, subject to continued service. |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, pledging, margin accounts, and derivatives. |
Governance Assessment
- Board effectiveness: Ingram contributes CEO-level operating expertise and risk management skills; independence affirmed; committee participation (Compensation; Nominating & Governance) aligned with her background. Attendance thresholds met in 2024, indicating engagement.
- Compensation alignment: Director pay mix is balanced—$75k cash retainer plus ~$200k in RSUs—aligning director interests with shareholders via equity, with standard time-based vesting and dividend accrual upon vesting.
- Compensation Committee safeguards: Use of WTW as independent consultant; independence assessed and no conflict; best practices include long-term vesting, no option repricing, and no dividends on unvested awards.
- Conflicts/related parties: No related-party transactions disclosed involving Ingram; one related-person transaction (CEO’s son home purchase) occurred and was approved per policy—oversight handled by Audit Committee.
- Shareholder signals: 2024 say-on-pay received ~91% support, suggesting broad investor confidence in compensation governance.
- RED FLAGS: None specifically tied to Ingram disclosed. Company-wide protections include prohibited hedging/pledging and a Dodd-Frank compliant executive clawback; director-specific equity remains time-based (no performance metric dilution).
Overall: Ingram’s independent status, consistent meeting attendance, and equity-aligned director pay structure support investor confidence. Her dual role as a private-company CEO may raise ordinary time-commitment considerations, but 2024 attendance thresholds and active committee roles mitigate this concern.