Susan Krohne
M/I HOMESAbout Susan Krohne
Susan E. Krohne, age 53, is Senior Vice President, Chief Legal Officer and Secretary of M/I Homes, serving since June 2021 after 18 years as Senior Vice President and Chief Legal Counsel at Pedcor Investments, a leading developer and manager of affordable housing . Her compensation is tied primarily to company Adjusted Pre‑Tax Income, with long‑term equity that is service‑based RSUs; PSUs in the program use cumulative Adjusted Pre‑Tax Income (80%) and relative TSR (20%), though PSUs were not awarded to her in 2024 . Company performance in 2024 was strong: revenue rose 12% to $4.5B, net income increased 21% to $564M, and diluted EPS grew 22% to $19.71, driving maximum annual bonus payouts for all NEOs including Krohne .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pedcor Investments | Senior Vice President and Chief Legal Counsel | 2003–2021 | Legal leadership at a leading developer and manager of affordable housing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in latest proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 475,000 |
| All Other Compensation ($) | 116,901 | 14,110 | 14,574 |
| Notes | Relocation expenses in 2022 $101,730 | Vehicle allowance $10,200; 401(k) $3,910 | Vehicle allowance $10,200; 401(k) $4,374 |
Performance Compensation
Annual Cash Performance Bonus (2009 Annual Incentive Plan)
| Metric | Weighting | Threshold ($) | Target ($) | Maximum ($) | Actual 2024 Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Adjusted Pre‑Tax Income | 100% based on company API | 171,000 | 552,900 | 627,000 | 627,000 (maximum earned; API $743M) | Annual cash bonus |
• In 2025, the maximum bonus opportunity increases to 165% of base salary for Krohne (from 132% in 2024) to align with peer opportunities .
Long‑Term Equity Awards
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Annual service-based) | 2/15/2024 | 3,609 | 449,898 | Vests 1/3 on first three anniversaries of grant; settled in common shares (dividends accrue and pay at vest) | None (service‑based) |
| RSUs (Annual service-based) | 2/2025 | 3,761 | Aggregate grant date fair value ~same as 2024 | Vests 1/3 on first three anniversaries of grant | None (service‑based) |
| PSUs | — | — | — | — | PSUs awarded only to CEO/CFO in 2024 (80% cumulative Adjusted Pre‑Tax Income; 20% relative TSR vs peer group) |
Options (Historical service-based)
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 8/20/2021 | 2,500 | 5,000 | 63.40 | 8/20/2031 | 20% annually over 5 years |
| 2/17/2022 | — | 9,000 | 47.59 | 2/17/2032 | 20% annually over 5 years |
| 2/15/2023 | — | 14,000 | 58.73 | 2/15/2033 | 20% annually over 5 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 9,829 common shares (<1% of class) |
| Components | Includes 9,000 shares underlying currently exercisable options |
| RSUs Unvested (12/31/2024) | 3,609 units; market value $479,817 |
| Options (12/31/2024 snapshot) | As detailed above, with specified strikes and 10‑year terms |
| Ownership Guidelines | No minimum share ownership requirement for executive officers |
| Hedging/Pledging | Prohibited (including derivatives, short sales, margin accounts, pledging); applies to executives and household members |
| Deferred Compensation | Executives may defer bonus into phantom stock units; none of the NEOs deferred 2024; Krohne account value $0 at 12/31/2024 |
Employment Terms
• No employment agreement; no pension or special retirement plans; equity awards have multi‑year vesting; no option repricing; double‑trigger CIC cash severance applies only to CEO/CFO .
Potential Payments (as of 12/31/2024)
| Scenario | Severance Benefits ($) | Accelerated Options ($) | Accelerated RSUs ($) | Annual Incentive Plan Payment ($) | Total ($) |
|---|---|---|---|---|---|
| Death | — | 2,155,070 | 479,817 | 627,000 | 3,261,887 |
| Disability | — | 2,155,070 | 479,817 | 627,000 | 3,261,887 |
| Involuntary Not for Cause Termination | — | — | — | 627,000 | 627,000 |
| Change in Control | — | 2,155,070 | 479,817 | 552,900 (target level) | 3,187,787 |
| Involuntary Not for Cause Termination or Voluntary for Good Reason After a Change in Control | — | 2,155,070 | 479,817 | 522,900 | 3,187,787 |
• RSUs accelerate upon change in control, death, disability, or retirement (if eligible); options and PSUs follow LTIP terms; as of 12/31/2024, Krohne did not qualify for “retirement” under LTIP or the Annual Incentive Plan .
Performance & Track Record
• Company 2024 results: revenue $4.5B (+12%), net income $564M (+21%), diluted EPS $19.71 (+22%); homes delivered 9,055 (+12%); shareholders’ equity $2.9B (+17%) .
• 2024 bonus program targets raised significantly (API target $610M; max $650M vs 2023 $300M/$450M); actual API $743M, resulting in maximum bonus for Krohne .
• 2025 program maintains base salary at $475,000; increases max bonus to 165% of base; awards 3,761 RSUs vesting over three years .
Governance, Policies, and Shareholder Feedback
• Clawback: Mandatory recovery of incentive compensation tied to financial reporting measures within a three‑year look‑back upon a required accounting restatement (SEC/NYSE compliant) .
• Insider Trading Policy: Prohibits hedging/monetization, derivatives trading, short sales, margin accounts, and pledging for executives and certain family members .
• Say‑on‑Pay: 91% approval in 2024; historical average ~95% since 2011 .
Investment Implications
• Pay‑for‑performance alignment: Krohne’s annual bonus is fully driven by Adjusted Pre‑Tax Income, which paid at maximum in 2024 on record profitability; long‑term equity is service‑based RSUs (no PSUs awarded to her), emphasizing retention over performance risk .
• Retention and selling pressure: RSUs vest annually over three years from each grant, creating predictable vest events; options vest 20% annually, with multiple strikes and long expiries; RSUs fully accelerate upon change in control, reducing retention risk in a transaction scenario .
• Alignment and risk controls: Modest personal ownership (<1%) with exercisable options; no executive ownership minimums, but strict prohibitions on hedging/pledging and a robust clawback policy mitigate misalignment and governance risk .
• Severance/CIC economics: No cash CIC agreement for Krohne; value realization primarily via accelerated equity and target‑level annual incentive plan payments under CIC scenarios—lower parachute risk vs CEO/CFO, implying limited change‑of‑control cash burden tied to her role .