Nancy Kramer
M/I HOMESAbout Nancy Kramer
Nancy J. Kramer (age 69) is an independent director of M/I Homes, founder and former CEO of Resource/Ammirati (a digitally led creative agency founded in 1981 and acquired by IBM in 2016); she currently serves as an IBM Senior Leader focused on C-suite client relationships and cultural transformation. She joined the M/I Homes Board in 2015 and serves on the Audit and Nominating & Governance Committees; she is also a director and Chair of the Compensation Committee at Root Insurance, Inc. .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Resource/Ammirati | Founder and CEO | Founded in 1981; acquired by IBM in 2016 | Recognized by Advertising Age as one of the “100 Most Influential Women in Advertising History” |
| IBM | Senior Leader | Focus on C-suite client relationships and cultural transformation | Technology and digital transformation experience brought to board oversight |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Root Insurance, Inc. | Director; Chair of Compensation Committee | Public company directorship and compensation committee leadership |
| IBM | Senior Leader | Focus on C-suite client relationships and cultural transformation |
Board Governance
- Committee assignments at M/I Homes: Audit Committee member; Nominating & Governance Committee member .
- Committee chairs: Audit Committee chaired by Michael P. Glimcher; Nominating & Governance Committee chaired by Norman L. Traeger .
- Independence: The Board determined Ms. Kramer is independent under NYSE rules .
- Attendance: In 2024 the Board held 4 meetings; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors met in executive session at every regularly scheduled Board meeting; four executive sessions were held in 2024 .
- Annual meeting attendance: All directors attended the 2024 Annual Meeting of Shareholders except Mr. Böhm .
- Board leadership context: M/I combines Chair/CEO roles, supplemented by a Lead Independent Director with defined responsibilities (Bruce A. Soll since May 2023) .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (Ms. Kramer) | $75,000 | Annual retainer for non-employee directors (non-chairs) |
| Committee chair fees | Not applicable | Audit Chair $110,000; Compensation Chair $95,000; N&G Chair $95,000 (Ms. Kramer is not a chair) |
| Lead Independent Director premium | Not applicable | Lead Independent Director receives additional $40,000; not applicable to Ms. Kramer |
- Directors may elect to defer cash retainers into phantom stock units under the Director Deferred Compensation Plan to be settled in shares (aligning interests) .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value/Unit | Total Grant-Date Fair Value | Vesting | Settlement/Deferral |
|---|---|---|---|---|---|---|
| RSUs (Director award) | May 13, 2024 | 1,622 | $123.23 | $199,879 | Vest on 1-year anniversary (subject to continued service; death/disability accelerate) | Historically settled upon separation; in Feb 2025, terms changed to require settlement no later than the 15th day of the third month after vest; directors may elect to defer settlement under new Director Equity Compensation Deferral Plan |
- 2024 Director equity grants were approved by the Compensation Committee; the company states it does not time equity grants with MNPI .
- Note: Director equity awards are time-based RSUs; no explicit performance metrics are tied to director RSUs .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Root Insurance, Inc. | Director; Chair of Compensation Committee | No related person transactions disclosed involving Ms. Kramer at M/I Homes |
Expertise & Qualifications
- 35+ years in technology, marketing, and advertising; expertise in digital transformation, interactive marketing, and advertising supports brand, customer acquisition and technology oversight at M/I Homes .
- Governance exposure through Nominating & Governance Committee, which oversees ESG policies and practices; in 2024 the company published its fifth annual ESG Report and held four N&G Committee meetings .
Equity Ownership
| Holder | Beneficial Ownership as of Mar 19, 2025 | % of Class | Composition Details |
|---|---|---|---|
| Nancy J. Kramer | 28,997 Common Shares | <1% | Includes 17,000 director stock units; 10,375 vested director RSUs; and 1,622 RSUs granted in 2024 scheduled to vest on May 13, 2025 (subject to continued service) |
- Plan mechanics note: Under the LTIPs and director plans, shares in the form of director stock units are not beneficially owned until distributed; however, the proxy’s beneficial ownership table includes these amounts for presentation purposes .
- Hedging/pledging: The Insider Trading Policy prohibits hedging, short sales, derivative transactions, holding in margin accounts, and pledging by officers, directors, and employees, reinforcing alignment with shareholders .
Governance Assessment
-
Strengths
- Independent director with relevant digital and marketing expertise; serves on key oversight committees (Audit; Nominating & Governance) .
- Board-determined independence; robust executive session cadence; directors met attendance thresholds in 2024; strong meeting participation signals engagement .
- Director compensation is balanced between cash and equity; deferral options and prohibition on hedging/pledging support long-term alignment .
- No related person transactions disclosed involving Ms. Kramer; related party oversight resides with Audit Committee .
-
Watch items
- Beneficial ownership is below 1% (typical for outside directors but implies limited direct economic stake relative to total shares outstanding) .
- Combined Chair/CEO structure persists; mitigated by an active Lead Independent Director role and committee independence .
-
Broader shareholder sentiment context: Say-on-pay approval was ~91% in 2024, consistent with a long history of strong support (~95% average since 2011), indicating general investor confidence in compensation governance; while not director-specific, it informs overall governance environment .
Director Compensation (Detail for 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy J. Kramer | 75,000 | 199,879 | 274,879 |
2024 policy highlights: Non-employee directors received a $75,000 cash retainer; Chairs received higher retainers (Audit $110,000; Compensation $95,000; N&G $95,000); Lead Independent Director received an additional $40,000. Equity awards targeted ~$200,000 in RSUs; in February 2025, the Board increased Compensation Committee Chair retainer to $105,000 and updated RSU settlement timing; a Director Equity Compensation Deferral Plan for equity settlement was adopted .
Related-Party Exposure
- Policy: All related person transactions >$120,000 are reviewed/approved by the Audit Committee; directors with an interest recuse themselves .
- Disclosures: A 2024 transaction involved the CEO’s son purchasing a home from the company; no transactions involving Ms. Kramer were disclosed .
Independence, Attendance & Engagement Summary
| Attribute | 2024/Current Status | Evidence |
|---|---|---|
| Independence | Independent under NYSE rules | |
| Committees | Audit; Nominating & Governance | |
| Committee chairs | Not a chair (Audit Chair: Glimcher; N&G Chair: Traeger) | |
| Board meetings held | 4 in 2024 | |
| Attendance | Each director ≥75% of Board and committee meetings | |
| Executive sessions | Four in 2024; at every regular Board meeting | |
| 2024 Annual Meeting attendance | All directors attended except Mr. Böhm |
Notes on Director Equity Instruments
| Instrument | Holder (as of 12/31/2024, unless noted) | Amount | Notes |
|---|---|---|---|
| Director stock units (DSUs) | Nancy J. Kramer | 17,000 | Settled in Common Shares upon separation (legacy terms); DSUs not beneficially “owned” until distribution per plan |
| Vested director RSUs | Nancy J. Kramer | 10,375 | Vested director RSUs outstanding |
| 2024 RSU grant | Nancy J. Kramer | 1,622 | Granted May 13, 2024; vests May 13, 2025; GDFV/unit $123.23 |
Conclusion for Investors
- Ms. Kramer brings differentiated digital and marketing expertise to risk oversight and ESG/governance processes via her Audit and Nominating & Governance roles, with solid engagement indicators and strong policy protections (no hedging/pledging). Director compensation structure emphasizes equity with deferral flexibility, and no related party ties involving Ms. Kramer were disclosed—supportive of investor confidence .