Regina Muehlhauser
NMI HoldingsAbout Regina Muehlhauser
Independent director of NMI Holdings, Inc. since 2017; age 76. Former President of Bank of America, San Francisco, with global treasury management leadership and prior senior roles at Wells Fargo. Holds a bachelor’s degree in political science from American University. The Board explicitly permitted her service past age 75 based on continued valuable contributions and experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America, San Francisco (subsidiary of BAC) | President; EVP reporting to Chairman & CEO; Global Treasury Management Executive | 1991–2004 | Led sales and delivery of treasury management services across 35 countries; member of BAC Global Management Operating Committee |
| Wells Fargo Bank | Senior Vice President; real estate industries group | Not disclosed | Client management and organizational leadership responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | None listed in NMI’s director nominee summary; “—” under other public company boards for Muehlhauser |
Board Governance
- Independence: Independent under NASDAQ/SEC standards .
- Committee assignments: Audit Committee member (all members designated “audit committee financial expert”); Risk Committee Chair .
- Committee meeting cadence (2024): Audit (8); Risk (4) .
- Board attendance: Policy requires ≥75% attendance; Board met 8 times in 2024. All directors met the policy; seven attended 100% of Board meetings and two attended 7 of 8; all directors attended 100% of committee meetings except two who missed one; all attended the annual meeting .
- Lead Independent Director and independent committee structure: All committee chairs and members are independent; robust lead director responsibilities .
Fixed Compensation
| Component (2024) | Amount | Vest/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $110,000 | N/A | Standard non-employee director retainer |
| Committee chair fee (Risk) | $20,000 | N/A | For chairing Risk Committee |
| Meeting fees | $0 | N/A | No additional monetary compensation for attending meetings |
Total cash fees paid to Muehlhauser in 2024: $130,000 .
Performance Compensation
| Equity Award (2024) | Grant Date Fair Value | Shares/Status | Vesting |
|---|---|---|---|
| Annual RSU award | $139,978 | 4,166 unvested RSUs held as of 12/31/2024 | Annual director RSUs vest on the first anniversary of grant date |
- Directors do not receive performance-based awards; RSUs are service-based with no revenue/ROE/TSR conditions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None listed for Muehlhauser in NMI’s summary chart |
| Interlocks/related-party exposure | Company policy subjects related-party transactions >$120,000 to Audit Committee review; none disclosed for 2024 |
Expertise & Qualifications
- Deep financial services and treasury management experience; BAC Global Management Operating Committee member .
- Recognitions: Treasury & Risk Management Magazine “100 Most Influential People in Finance” (2003); multiple “Most Influential Women in SF Bay Area” awards; community leadership awards .
- Audit Committee financial expertise designation; Risk oversight leadership .
- Education: BA, American University .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Breakdown |
|---|---|---|---|
| Regina Muehlhauser | 64,853 shares | <1% | 60,687 direct; 4,166 RSUs expected to vest within 60 days of 3/11/2025 |
- Director stock ownership guideline: 5.0x annual cash retainer; directors must retain 50% of net shares until threshold met. As of 12/31/2024, all directors met guidelines except Mr. Erickson (new director); implies Muehlhauser in compliance .
- Hedging/pledging: Absolute prohibition for directors and NEOs; no hedging/pledging permitted .
- Section 16 compliance: All officers/directors timely filed in 2024 .
Governance Assessment
- Board effectiveness: Strong independence, robust lead director role, and high attendance underpin governance quality. Muehlhauser’s dual role as Audit Committee member (financial expert) and Risk Committee Chair strengthens financial reporting and ERM oversight .
- Alignment: RSU-based equity plus ownership guidelines and prohibitions on hedging/pledging support investor alignment; Muehlhauser’s beneficial ownership and guideline compliance are positive signals .
- Conflicts/related-party: No related-party transactions disclosed for 2024; no current other public company boards reduce interlock risk .
- Shareholder support: Strong say-on-pay approval (94.5% in 2024) and continued annual frequency supported in 2025; 2025 vote outcomes reinforced investor confidence .
Supplemental Voting Outcomes (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Regina L. Muehlhauser | 67,108,976 | 445,400 | — | 3,368,300 |
| Say-on-Pay (Advisory) | 63,139,786 | 4,384,014 | 30,576 | 3,368,300 |
| Say-on-Pay Frequency | One-year: 62,998,733 | Two-years: 75,496 | Three-years: 4,470,903 | Abstain: 9,244 |
RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; high attendance; independent committee leadership .
Notes on Director Compensation Structure
| Element | 2024 vs. 2023 | Implication |
|---|---|---|
| Cash retainer | $110,000 (unchanged) vs. $110,000 (2023) | Stable cash mix; no increase year over year |
| RSU annual grant FV | ~$140,000 (unchanged) vs. ~$140,000 (2023) | Consistent equity retainer; service-based vesting maintains alignment |
| Chair fees | Risk Committee Chair $20,000 | Modest premium for governance workload |
Overall, Regina Muehlhauser presents strong governance credentials with deep banking and treasury expertise, independent oversight in Audit and Risk, high board engagement, and clear alignment through ownership policies and RSU grants, with no evident conflicts or related-party exposure .