Norman Traeger - Director | M/I HOMES (MHO) Executive Profile & Compensation

About Norman L. Traeger

Norman L. Traeger (age 85) is an independent director of M/I Homes, Inc. and has served on the Board since 1997. He is a founder and operator with a diverse entrepreneurial background across printed sportswear, family entertainment centers, venture capital, and real estate, and currently owns and manages industrial, commercial, and office properties. He is designated independent under NYSE rules and brings expertise in sales, marketing, strategic planning, capital formation, and real estate operations .

Past Roles

Organization	Role	Tenure	Committees/Impact
Varsity House	Founder	Founded 1961	Sales/marketing and entrepreneurial expertise
United Skates of America	Founder	Founded 1971	Operational and strategic planning experience
The Discovery Group (venture capital firm)	Founder	Founded 1983	Capital formation/venture investing experience

External Roles

Organization	Role	Tenure	Committees/Impact
The Discovery Group	Director	Current	Venture capital oversight
Private real estate holdings	Owner/Manager	Current	Industrial, commercial, office real estate operations

Board Governance

Committee assignments: Audit Committee (member), Compensation Committee (member), Nominating and Governance Committee (Chairman) .
Independence: The Board determined Traeger is independent under NYSE rules .
Meeting cadence: Board (4 meetings in 2024); Audit Committee (8); Compensation Committee (5); Nominating & Governance Committee (4). Each director attended at least 75% of Board and applicable committee meetings held during the period they served .
Executive sessions: Independent directors held four executive sessions in 2024 .
Governance policies: Majority voting policy in uncontested elections; robust Code of Business Conduct and Ethics; Related Person Transaction policy overseen by Audit Committee .

Fixed Compensation

Component	2024 Amount	Notes
Annual retainer (Chair, Nominating & Governance)	$95,000	Chair retainer increased from $90,000 to $95,000 in Feb 2024
Total cash fees (reported)	$95,000	Per Director Compensation Table
Meeting fees	Not disclosed	No separate meeting fees in 2024 framework

Performance Compensation

Non-employee director compensation does not include performance-based awards; equity grants are time-based RSUs .

Equity Award	Grant Date	Units	Grant-Date Fair Value per Unit	Total Grant-Date Fair Value	Vesting
RSUs (annual director grant)	May 13, 2024	1,622	$123.23	$199,879	Vest on first anniversary (May 13, 2025); settlement originally upon separation; updated policy in Feb 2025 allows settlement by the fifteenth day of the third month post-vesting with deferral option

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlock/Conflict
The Discovery Group	Private	Director	None disclosed with M/I Homes’ suppliers/customers/competitors .

Expertise & Qualifications

Founder/operator across consumer and entertainment sectors; venture capital founder; active real estate owner/operator .
Contributions: Sales, marketing, strategic planning, capital formation, entrepreneurial and operational expertise; real estate domain knowledge .

Equity Ownership

Item	Amount	As-of	Notes
Total beneficial ownership (Common Shares)	58,054	March 19, 2025	Less than 1.0% of outstanding shares
Director stock units (DSUs) included in reported amount	31,526	March 19, 2025	DSUs do not carry voting/dispositive rights until distributed
Vested director RSUs included in reported amount	10,375	March 19, 2025	Under 2018 LTIP
Unvested RSUs scheduled to vest	1,622	Vests on May 13, 2025	Subject to continued service
Hedging/pledging	Prohibited	Policy	Insider Trading Policy prohibits hedging, short sales, derivatives, margin accounts, and pledging

Governance Assessment

Strengths:
- Long-tenured independent director with broad operating and real estate experience; chairs Nominating & Governance (board composition, independence, tenure, conflicts, ESG oversight) and serves on Audit and Compensation—indicating high engagement and influence on governance frameworks .
- Clear independence determination; board policies include majority voting, executive sessions, and robust related-party oversight .
- Alignment signals: Annual RSU grants and DSUs encourage ownership; hedging/pledging prohibitions enhance alignment with shareholders .
Potential risks/RED FLAGS:
- Tenure and age: Serving since 1997 (age 85) may raise refreshment and succession considerations; Nominating & Governance Committee oversees tenure/diversity balance, but prolonged tenure can affect perceptions of independence of thought (monitor board refresh actions) .
- No disclosed related-party transactions involving Traeger; the only recent related person transaction involved the CEO’s family home purchase—no direct conflict for Traeger identified .
- Attendance data reported only as “≥75%” threshold for all directors; continue monitoring individual director attendance for any deterioration (Audit met 8x; Comp 5x; Nom/Gov 4x; Board 4x in 2024) .
Compensation structure observations:
- Director pay mix stable: $95,000 chair cash retainer plus ~$200,000 in RSUs; changes in 2025 settlement mechanics provide more flexibility but remain non-performance based—limited pay-for-performance linkage for directors by design .
Shareholder sentiment context:
- 2024 say-on-pay: ~91% approval; 2025 votes on say-on-pay were 18,225,768 for, 3,455,369 against, 75,166 abstained (non-binding, but indicates generally favorable sentiment toward compensation governance) .

Overall, Traeger’s role as Nominating & Governance Chair and membership on Audit and Compensation positions him centrally in board effectiveness and oversight. Despite refreshment concerns tied to tenure/age, independence status, policy safeguards (majority voting, anti-hedging/pledging), and absence of related-party conflicts support investor confidence—provided the board continues to balance tenure with diversity and refresh initiatives .