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Michael Glimcher

Director at M/I HOMESM/I HOMES
Board

About Michael P. Glimcher

Michael P. Glimcher, 57, is an independent director of M/I Homes and has served on the Board since 2013. He currently serves as Principal of Glimcher Legacy (since January 2025) and was previously Managing Director and CEO, Retail Strategies at BGO and President/CEO/Director of IREIT by BGO (June 2022–December 2024) . He brings deep public company leadership, real estate development, investment, construction, governance, and risk management experience, and is the Audit Committee Chair and an SEC-designated audit committee financial expert .

Past Roles

OrganizationRoleTenureCommittees/Impact
Glimcher LegacyPrincipalJan 2025–PresentReal estate investment/strategy
BGO / IREIT by BGOManaging Director & CEO, Retail Strategies; President/CEO/Director of IREITJun 2022–Dec 2024Led retail strategy; oversaw industrial REIT operations
Donahue Schriber Realty Group (Private REIT)Chairman, President & CEONov 2020–Mar 2022Led development, acquisition, leasing, asset management
Starwood Retail Partners, LLCChief Executive OfficerSep 2017–Oct 2020Mall/shopping center development/operator leadership
WP Glimcher (Public REIT)Vice Chairman & CEOJan 2015–Jun 2016Public company leadership/governance
Glimcher Realty Trust (Public REIT)Chairman; Chief Executive OfficerChairman: Sep 2007–Jan 2015; CEO: Jan 2005–Jan 2015Extensive public REIT leadership and governance

External Roles

OrganizationRoleTenureNotes
Innovating Commerce Serving Communities (ICSC)Member and past TrusteeN/AIndustry trade association
Institute for Portfolio Alternatives (IPA)MemberN/AAlternative investments industry group
Alternative & Direct Investment Securities Association (ADISA)MemberN/AAlternative investments industry group

Board Governance

  • Independence: Determined independent under NYSE Rules .
  • Tenure: Director since 2013 .
  • Committee assignments:
    • Audit Committee: Chairman; met 8 times in 2024; Glimcher is an SEC “audit committee financial expert” .
    • Compensation Committee: Member (committee met 5 times in 2024; engaged WTW as independent consultant and assessed consultant independence) .
    • Nominating & Governance Committee: Member; committee met 4 times in 2024 .
  • Board activity and attendance:
    • Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings held during their service period .
    • Independent directors held 4 executive sessions in 2024 .

Fixed Compensation

Component (2024)Amount / Detail
Cash retainer (Audit Committee Chair)$110,000
Standard director cash retainer policy (for context)$75,000 for non-chair directors; Audit Chair $110,000; Compensation Chair $95,000 (raised to $105,000 in Feb 2025); Nominating Chair $95,000; Lead Independent Director +$40,000 in 2024
Equity grant (RSUs)1,622 RSUs, aggregate grant-date value ≈ $200,000; grant-date fair value per unit $123.23
Total 2024 Director Compensation$309,879 (Cash $110,000; Stock Awards $199,879)

Performance Compensation

Directors do not receive performance-based pay at M/I Homes; RSU awards are time-vested, not metric-based .

Equity Award Mechanics (2024)Detail
Grant date and quantity1,622 RSUs granted May 13, 2024
Vesting scheduleRSUs vest on the first anniversary of grant, subject to continued Board service (accelerates upon death/disability)
SettlementHistorically upon separation from service; updated in Feb 2025 to settle no later than the 15th day of the third month after vesting; optional Director Equity Compensation Deferral Plan available
DividendsAccrue and are added to RSUs, paid in shares upon settlement, only if underlying RSUs vest

Other Directorships & Interlocks

  • Current public company directorships disclosed: None beyond M/I Homes .
  • Prior public company leadership: Chairman/CEO roles at Glimcher Realty Trust and WP Glimcher (REITs), creating valuable governance and real estate expertise; no interlocks with M/I Homes competitors/suppliers/customers disclosed .

Expertise & Qualifications

  • Recognized expertise: Public company leadership, real estate development/investment/construction, corporate governance, risk management; designated audit committee financial expert by the Board .

Equity Ownership

ItemAmount / Detail
Total beneficial ownership (as of Mar 19, 2025)35,497 shares; less than 1.0% of outstanding
Breakdown of plan-related holdings (non-beneficial until distributed)23,500 director stock units; 10,375 vested director RSUs; 1,622 director RSUs scheduled to vest May 13, 2025
Shares outstanding (context)26,772,622 shares outstanding on record date
Hedging/pledging policyCompany Insider Trading Policy prohibits hedging, short sales, publicly traded options, holding in margin accounts, and pledging of Company securities

Note: Under plan terms, director stock units and RSUs are not beneficially owned until distributed; the proxy footnotes describe these holdings and treatment explicitly .

Say-on-Pay & Shareholder Feedback

  • 2024 say-on-pay approval: Approximately 91% support (historical average ≈95%) .
  • 2025 annual meeting voting outcomes (May 14, 2025):
    • Say-on-pay: 18,225,768 for; 3,455,369 against; 75,166 abstain; 2,176,784 broker non-votes .
    • Director elections: Nancy J. Kramer 20,555,441 for/1,200,862 withheld; Yvette McGee Brown 21,732,096 for/24,207 withheld; Robert H. Schottenstein 21,287,812 for/468,491 withheld; 2,176,784 broker non-votes .

Governance Assessment

  • Strengths:
    • Independent status; 12+ years of board tenure; multi-cycle real estate leadership .
    • Audit Committee Chair and SEC “financial expert” designation; committee met 8 times in 2024, indicating active oversight of financial reporting and controls .
    • Strong attendance standards met; Board and committees active; regular executive sessions .
    • Director pay mix emphasizes equity alignment (annual ~$200k RSUs; time-vested), with clear hedging/pledging prohibitions enhancing alignment .
    • Compensation Committee uses independent consultant (WTW); independence assessed; committee active in program design .
  • RED FLAGS:
    • None disclosed for Michael Glimcher in related-party transactions; 2024–2025 related party item involved CEO’s family, not Glimcher .
    • No Section 16(a) filing delinquencies noted for Glimcher in 2024; exceptions cited only for another director (Böhm) .
    • No pledging/hedging permitted, reducing misalignment risk .

Implications: Glimcher’s chairmanship of Audit and recognized financial expertise support investor confidence in financial oversight. His equity-based director compensation and prohibited hedging/pledging policies enhance alignment. Absence of related-party ties or filing issues reduces governance risk .