Michael Montgomery
NMI HoldingsAbout Michael Montgomery
Independent director at NMI Holdings, Inc. since 2012; age 69. Career spans senior finance, compliance, and operating roles across Barclays, Deutsche Bank Securities, and Goldman Sachs, with board service at multiple regulated entities; B.A. in economics and French (University of Virginia) and J.D. (Georgetown University Law Center) . He is designated independent under NASDAQ/SEC rules and NMI’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glendon Capital Management | Chief Compliance Officer | 2013–2018 | Led firm-wide compliance; prior audit committee experience |
| Barclays Asset Management Group LLC | Chief Compliance Officer | 2010–2013 | Oversaw compliance across asset management operations |
| Barclays Group US, Inc. | Chief Executive Officer | 2003–2010 | Top-tier U.S. holding company leadership; regulatory oversight |
| Barclays Capital | Chief Administrative Officer, Mortgage Origination & Servicing | 2006–2010 | Managed origination/servicing; coordinated with securitization |
| Deutsche Bank Securities Inc. | Chief Financial Officer | 1998–2000 | CFO responsibilities for U.S. broker-dealer |
| Goldman Sachs | VP roles (Regulatory Reporting, Subsidiary Accounting, CFO Goldman Sachs Canada) | 1987–1998 | Multiple senior finance/regulatory posts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Bank Delaware | Director | 2005–2012 | Board service at FDIC-insured bank |
| Barclays Capital Inc. | Director | 2002–2012 | Broker-dealer board oversight |
| Barclays Group US, Inc. | Director | 2002–2012 | Holding company board oversight |
| Current public company boards | — | — | None disclosed for Montgomery |
Board Governance
- Independence: Yes; NMI board is 78% independent and maintains independent committee chairs .
- Committee assignments: Audit Committee member and Risk Committee member; Audit Committee meets 8x; Risk Committee meets 4x annually; each member is independent and designated an “audit committee financial expert” .
- Attendance: Company policy requires ≥75% attendance; all directors met policy in 2024; board met 8 times; seven directors attended 100% of board meetings; all directors attended 100% of their committee meetings except two who missed one committee meeting; all directors attended the annual meeting .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Member | 8 | Each member is independent and an “audit committee financial expert” |
| Risk | Member | 4 | Oversees MI business risk, investment policy, ERM |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash Retainer | $110,000 | Standard non-employee director cash retainer |
| RSU Award (grant-date fair value) | $139,978 | Annual RSUs vest on first anniversary of grant |
| Total | $249,978 | No meeting fees; travel/education reimbursed |
Director fee schedule:
| Role | Cash ($) |
|---|---|
| Non-Employee Director Annual Retainer | 110,000 |
| Audit Committee Chair | 25,000 |
| Other Committee Chair | 20,000 |
| Lead Independent Director | 40,000 |
Performance Compensation
- Non-employee director equity is time-based RSUs; no PSUs or performance metrics are used for director compensation; 2024 RSUs vest on the first anniversary of grant . As of 12/31/2024, Montgomery held 4,166 unvested RSUs (expected to vest within 60 days of 3/11/2025 per proxy methodology) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None required to be disclosed under Item 407(e)(4) |
| Related party transactions | None >$120,000 in 2024 involving directors/executives/5% holders |
Expertise & Qualifications
- Financial services, mortgage industry, and compliance leadership; prior operating CFO/CAO roles .
- Audit committee financial expert designation; extensive board experience at regulated entities .
- Education: B.A. (University of Virginia); J.D. (Georgetown) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Michael Montgomery | 63,504 | <1% | 59,338 shares held directly; 4,166 RSUs expected to vest within 60 days of 3/11/2025 |
Ownership alignment and policies:
- Director ownership guideline: 5.0x annual cash retainer; hold 50% of delivered shares until threshold met; as of 12/31/2024, all directors except Erickson met the requirement (Montgomery met) .
- Absolute prohibition on hedging and pledging for directors and NEOs .
Insider Trades
| Source | Note |
|---|---|
| Section 16 filings | Company reports all officers/directors were compliant with Section 16 reporting in 2024; proxy does not enumerate individual Form 4 transactions |
Governance Assessment
- Strengths: Independent director with deep compliance, risk, and finance credentials; member of Audit and Risk committees with “audit committee financial expert” designation; strong board governance practices (independent leadership, executive sessions, ownership requirements, anti-hedging/pledging) support alignment with investors . Attendance and engagement standards were met across the board in 2024, bolstering board effectiveness .
- Conflicts/Red flags: No related-party transactions in 2024; no compensation committee interlocks; no current public company boards (low risk of interlocks); pledging/hedging prohibited by policy .
- Refreshment considerations: Long service since 2012 reflects institutional knowledge; NMI signals ongoing commitment to refreshment and committee chair rotation, partially mitigating entrenchment risk .