Michael Embler
NMI HoldingsAbout Michael Embler
Michael Embler, age 60, has served as an independent director of NMI Holdings, Inc. since 2012. He is a seasoned investments executive and former Chief Investment Officer of Franklin Mutual Advisers, with prior distressed and event-driven investing leadership at Nomura. He holds a B.S. in economics (SUNY Albany) and an MBA in finance (George Washington University), and has earned NACD’s CERT Certificate in Cybersecurity Oversight and a certificate in Environmental Conservation and Sustainability from Columbia University’s Earth Institute. Current public boards include American Airlines Group (since 2013) and Ventas, Inc. (since 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Mutual Advisers LLC | Chief Investment Officer overseeing ~$60B and 25 investment professionals | 2001–2009 | Led firm’s distressed investing; CIO role underscores financial acumen relevant to Audit chair duties |
| Nomura Holdings America | Various roles culminating in Managing Director overseeing proprietary distressed/event-driven investments | 1992–2001 | Built deep expertise in credit and event-driven risk analysis |
| Taubman Centers | Director | 2018–2020 | Real estate governance experience |
| Abovenet, Inc. | Director | 2003–2012 | Telecom infrastructure oversight |
| Dynegy Inc. | Director | 2011–2012 | Energy sector governance |
| CIT Group | Director | 2009–2016 | Banking risk oversight |
| Kindred Healthcare | Director | 2001–2008 | Healthcare governance |
| Grand Union Company | Director | 1999–2000 | Retail governance |
External Roles
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| American Airlines Group | AAL | Director | 2013–present |
| Ventas, Inc. | VTR | Director | 2022–present |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; both committees are fully independent. Audit Committee met 8 times in 2024; Compensation Committee met 6 times. Each Audit member qualifies as an “audit committee financial expert” under SEC rules.
- Independence: Embler is an independent director (NASDAQ/SEC). The board is 78% independent (7 of 9).
- Attendance/engagement: Policy requires at least 75% meeting attendance; all directors met policy in 2024. Board met 8 times; most directors attended 100% of board and committee meetings; all directors attended the annual meeting.
- Governance quality: Independent chairs across Audit, Governance & Nominating, Risk, and Compensation; presence of a Lead Independent Director; regular executive sessions; annual board/committee evaluations; mandatory stock ownership requirements.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $110,000 | Program term |
| Audit Committee Chair fee | $25,000 | Program term |
| Other committee chair fee | $20,000 | Program term |
| Lead Independent Director fee | $40,000 | Program term |
| Annual RSU award (non-employee directors) | $140,000 | RSUs vest on first anniversary; sign-on RSU vests over years 2–3 for new directors |
| Meeting fees | None | No additional fees for meeting attendance |
| Director (2024) | Fees Earned (Cash) ($) | RSU Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| Michael Embler | 135,000 | 139,978 | 274,978 |
Performance Compensation
- Directors receive time-based RSUs; no director PRSUs or option awards disclosed. Oversight relevance: As a Compensation Committee member, Embler helps oversee executive pay structures and performance metrics.
| 2024 Corporate Performance Objective | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted ROE | 30% | 8.0% | 12.0% | 16.0% | 18.4% | 180% |
| Adjusted Net Operating Income ($mm) | 30% | 205.5 | 308.9 | 416.8 | 478.1 | 180% |
| New Insurance Written ($bn) | 25% | 35.0 | 40.5 | 45.0 | 46.0 | 180% |
| Adjusted Expense Ratio | 15% | 24.50% | 22.50% | 20.50% | 20.22% | 180% |
| PRSU BVPS Growth Targets (2024 grants) | Threshold | Target | Maximum |
|---|---|---|---|
| CAGR BVPS | 7.5% | 10.0% | 17.5% |
| Vesting % | 50% | 100% | 200% |
- Historical PRSU outcome: 2022 grant paid 200% based on 21.9% BVPS CAGR over 2022–2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | American Airlines Group (AAL) ; Ventas, Inc. (VTR) |
| NMIH guideline on external boards | Directors should not serve on more than three other public company boards; Embler’s current count (2) is within guideline. |
| Compensation Committee interlocks | None required to be disclosed per Item 407(e)(4). |
| Related-party transactions | None above $120,000 involving directors/executives in 2024. |
Expertise & Qualifications
- Financial markets and investment leadership (CIO at Franklin Mutual; distressed/event-driven investing at Nomura).
- Audit and financial reporting oversight; serves as Audit Committee Chair and is an audit committee financial expert.
- Risk management and cybersecurity oversight (NACD CERT Cybersecurity Oversight certificate).
- ESG awareness (Environmental Conservation and Sustainability certificate, Columbia Earth Institute).
- Education: B.S. economics (SUNY Albany) and MBA finance (George Washington University).
Equity Ownership
| Holder | Shares Beneficially Owned (No.) | Ownership % | Composition |
|---|---|---|---|
| Michael Embler | 61,607 | <1% | 57,441 held directly; 4,166 RSUs expected to vest within 60 days of 3/11/2025 |
| Unvested RSUs (as of 12/31/2024) | 4,166 | — | Annual director RSU retainer outstanding |
| Ownership Policy | Requirement | Compliance |
|---|---|---|
| Director stock ownership | 5x annual cash retainer ($110,000) | As of 12/31/2024, all directors except Erickson met the requirement; Embler is compliant. |
| Post-vesting holding | Hold 50% of shares delivered until guideline met | Applicable to directors; ongoing until threshold met. |
| Hedging/pledging | Prohibited for directors and NEOs | Absolute prohibition. |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; multi-cycle credit and risk background; strong ownership alignment via RSUs and stock ownership policy; robust governance architecture (independent committees, LID, evaluations, executive sessions).
- Compensation oversight quality: Uses independent consultant (Semler Brossy), no consultant conflicts, annual risk evaluation of pay programs, double-trigger CIC plan, no tax gross-ups; strong say-on-pay support (~94.5% in 2024).
- Independence/attendance: Independent; board-wide attendance met policy with high participation; committees fully independent.
- Conflicts/related-party risk: No related-party transactions in 2024 and no compensation committee interlocks requiring disclosure; Section 16 compliance affirmed.
- RED FLAGS: None identified in filings (no pledging/hedging, no related-party transactions, no meeting fee gaming, director external board count within guidelines). Continued monitoring warranted for potential overboarding if additional public boards are added beyond guideline thresholds.