Yvette McGee Brown
M/I HOMESAbout Yvette McGee Brown
Yvette McGee Brown (age 64) is a Partner at Jones Day (since 2013), serving in Business & Tort Litigation and as Global Partner-in-Charge of Diversity, Inclusion, and Advancement. She previously served as a Justice on the Ohio Supreme Court (2011–2012) and a Franklin County Common Pleas Court Judge (1993–2002). She was previously an M/I Homes director (2006–2010) and is nominated to rejoin the Board in 2025 as an independent director, with the Board determining she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio Supreme Court | Justice | 2011–2012 | High-profile legal decision-making; experience with constitutional challenges, regulatory enforcement |
| Franklin County Common Pleas Court | Judge | 1993–2002 | Judicial oversight; handling of complex, sensitive matters |
| Center for Child and Family Advocacy at Nationwide Children’s Hospital | Founding President | Not disclosed | Founding leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day (global law firm) | Partner; Global Partner-in-Charge, Diversity, Inclusion, and Advancement | Since 2013 | Business & Tort Litigation partner; DEI leadership |
| Encova Mutual Insurance Group | Director | Current | Chair, Governance; Member, Audit, Technology, Executive; cybersecurity oversight experience from Technology Committee work |
| The Jeffrey Company | Director | Current | Chair, Audit Committee |
Board Governance
- Status at MHO: Director nominee for a term expiring at the 2028 Annual Meeting; prior MHO board service 2006–2010 .
- Independence: Board determined she qualifies as independent under NYSE rules .
- Committee assignments at MHO: None designated at nomination time (committees to be set post-election) .
- Board/committee activity context: In 2024, MHO’s Audit, Compensation, and Nominating & Governance Committees were fully independent; Audit met 8x, Compensation 5x, Nominating & Governance 4x; the Board held 4 meetings and each director met ≥75% attendance. Independent directors held 4 executive sessions .
Fixed Compensation (Non-Employee Director Program Structure)
| Component | 2024 Amount/Structure | 2025 Update | Notes |
|---|---|---|---|
| Annual cash retainer (standard) | $75,000 | Not specified as changed | Paid quarterly; deferrable into phantom stock units . |
| Committee Chair retainers | Audit Chair $110,000; Comp Chair $95,000; N&G Chair $95,000 | Comp Chair increased to $105,000 (Feb 2025) | Aligns with peer benchmarking (WTW) . |
| Lead Independent Director | +$40,000 (increased from $20,000 in 2024) | +$40,000 continues | Paid in addition to standard retainer . |
| Equity grant (RSUs) | ~$200,000 grant value; 1,622 RSUs on 5/13/2024 at $123.23 | 2025 form amended (settlement timing) | 1-year vest; dividends accrue; 2025 change allows settlement within 2.5 months post-vesting; optional deferral plan added for directors . |
If elected in 2025, Ms. McGee Brown is expected to participate in this standard non-employee director program; amounts may be prorated based on service start date .
Performance Compensation
- Non-employee directors receive time-vested RSUs only; no performance-conditioned equity is provided to directors (performance metrics apply to executives’ PSU programs, not directors) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Encova Mutual Insurance Group | Mutual insurer (not public) | Director; Chair of Governance; Audit/Technology/Executive member | No MHO-related transactions disclosed . |
| The Jeffrey Company | Private | Director; Audit Chair | No MHO-related transactions disclosed . |
- The 2025 Proxy does not disclose any current public company directorships for Ms. McGee Brown .
Expertise & Qualifications
- Legal and regulatory expertise (former state supreme court justice; complex litigation partner); experience with matters involving public corruption, discrimination, regulatory enforcement, constitutional challenges .
- Cybersecurity oversight exposure via Encova Technology Committee; familiarity with cybersecurity audits .
- Media relations, fiscal management, and diversity initiatives leadership through Jones Day and prior roles .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Yvette McGee Brown | 0 | <1% | As of record date March 19, 2025; will accumulate equity via director RSUs if elected . |
- Hedging/Pledging: Company policy prohibits hedging, short sales, pledging, options in company stock by officers, directors, and employees, enhancing alignment .
Related-Party and Conflicts Screening
- Related Person Transaction Policy: Audit Committee must pre-approve RPTs; directors with an interest recuse; threshold $120,000 .
- Disclosures for 2024–YTD 2025 show only a home sale to the CEO’s son; no transactions involving Ms. McGee Brown were disclosed .
Governance Assessment
- Positives:
- Independent nominee with deep legal/regulatory and cybersecurity oversight experience; prior MHO board familiarity (2006–2010) improves onboarding effectiveness .
- Strong director pay structure with meaningful equity (RSUs), anti-hedging/pledging policy, and independent committees signal investor-aligned governance .
- No related-party transactions or pledging/hedging concerns involving Ms. McGee Brown disclosed .
- Watch items:
- Ownership currently 0 shares; alignment expected to improve through annual director RSU grants post-election .
- Committee assignment at MHO not yet set; investors may watch for Audit/Nominating placement given her background .
- Broader context:
- Say-on-pay support was ~91% in 2024, indicating general shareholder confidence in governance and pay practices (not director-specific but relevant context) .
Attendance note: In 2024, every then-serving director met ≥75% attendance; Ms. McGee Brown was not on the Board in 2024 (she is a 2025 nominee) .
Summary Signal
Ms. McGee Brown’s profile strengthens the Board’s legal, compliance, and cybersecurity oversight capabilities with no apparent conflicts. While initial ownership is 0 shares, alignment should increase via standard director RSU grants if elected, and independence plus committee-ready expertise support board effectiveness .