Isiah Thomas
About Isiah Thomas
Isiah Thomas (age 63) has served as an independent director of UWM Holdings Corporation since 2021 and is currently a Class II director with a term expiring at the 2026 annual meeting . He is Chairman and CEO of Isiah International, LLC (since 2011) and CEO/Executive Chairman of One World Products Inc. (since June 2020), and holds a B.S. in criminal justice from Indiana University and a Master’s in education from UC Berkeley . The proxy highlights his core credential as a public company director and senior executive of diversified businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Detroit Pistons (NBA) | Player (Point Guard) | 1981–1994 | Leadership on and off the court |
| Toronto Raptors (NBA) | Minority Owner & EVP | 1994–1998 | Senior executive experience |
| Continental Basketball Association | Owner | 1998–2000 | Business operations leadership |
| Indiana Pacers (NBA) | Head Coach | 2000–2003 | Team leadership |
| New York Knicks (NBA) | GM, President of Basketball Ops & Head Coach | 2006–2008 | Senior operations oversight |
| Florida International University | Head Basketball Coach | 2009–2012 | Program leadership |
| New York Liberty (WNBA) | President & Alternate Governor | 2015–Feb 2019 | Senior executive role |
| Turner Sports | Commentator/Analyst | Since 2012 | Media/communications |
| NBA TV | Commentator/Analyst | Since 2014 | Media/communications |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| Sphere Entertainment Co. (NYSE: SPHR) | Director | April 2020 | Not disclosed |
| ForbesBLK | Board of Directors | Not disclosed | Non-profit governance |
| Strategic Wireless Infrastructure Fund II | Board of Directors | Not disclosed | Private fund governance |
| SFS Corp.-affiliated entity | Consultant | Since July 2023 | Affiliation with controlling shareholder’s entity (potential conflict) |
Board Governance
- Classification and tenure: Class II director; term expires at the 2026 annual meeting .
- Committee assignments: None; UWM has Audit and Compensation Committees only .
- Audit Committee composition: All independent (Stacey Coopes, Kelly Czubak, Robert Verdun; Verdun is “audit committee financial expert”) .
- Compensation Committee composition: Kelly Czubak (Chair), Robert Verdun, and CEO Mat Ishbia; a subcommittee of the two independent directors sets CEO pay due to CEO’s committee membership .
- Independence: Board determined only Coopes, Czubak, and Verdun are independent; Thomas is not listed among independent directors .
- Controlled company: SFS Corp./Mat Ishbia control a majority of combined voting power; company avails exemptions (no majority-independent board, no nominating committee, compensation committee not entirely independent) .
- Lead Independent Director: None; Board does not have a lead independent director and believes current structure is appropriate given controlled company status .
- Executive sessions: Independent directors generally meet at each regular board meeting; Verdun presided over each executive session in 2024 .
- Attendance: Board met five times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
- Structure for non-employee directors: Annual cash retainer $120,000 plus $3,000 per Board meeting .
- Annual equity grant: 2024 grant of $25,000 paid as 3,782 Class A shares; immediately vested on grant date .
| Year | Fees Earned or Paid in Cash ($) | Equity Award ($) | Shares Granted | Total ($) |
|---|---|---|---|---|
| 2024 | 132,000 | 24,999 | 3,782 | 156,999 |
| 2023 | 132,000 | 9,998 | 1,848 | 141,998 |
| 2022 | 132,000 | 7,750 | 1,877 | 139,750 |
Notes: Equity vests immediately; no option awards disclosed for directors .
Performance Compensation
- No performance-based compensation metrics disclosed for directors; equity awards are time-based and immediately vested .
| Metric Category | Metric | Target | Outcome |
|---|---|---|---|
| Director Compensation | Performance metrics tied to director pay | Not disclosed | Not applicable |
Other Directorships & Interlocks
| Company/Entity | Relationship | Notes |
|---|---|---|
| Sphere Entertainment Co. (NYSE: SPHR) | Director | Public company directorship since April 2020 |
| SFS Corp.-affiliated entity | Consultant | Affiliation with controlling stockholder’s entity since July 2023; potential related-party influence risk |
Expertise & Qualifications
- Public company governance experience (SPHR director); senior executive experience across diversified businesses (Isiah International, One World Products) .
- Education: B.S. (Indiana University); Master’s in Education (UC Berkeley) .
- Proxy-stated qualification: experience as a public company director and senior executive of diversified businesses .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Pledging | Hedging Policy |
|---|---|---|---|---|
| Isiah Thomas | 8,507 | <1% | No pledging disclosed for Thomas | Directors prohibited from hedging UWM stock; anti-hedging policy in effect |
Context: SFS Corp. (controlled by Mat Ishbia) holds all Class D shares and has significant pledging (841,218,503 pledged) and voting-limitation to 79% aggregate voting power; Thomas has no disclosed pledging .
Governance Assessment
- Strengths:
- Audit Committee fully independent; financial literacy confirmed; audit committee financial expert designated .
- Regular executive sessions of independent directors; presided by Verdun .
- Director attendance at least 75% and full attendance at 2024 annual meeting .
- Risks/RED FLAGS:
- Controlled company exemptions: not majority independent board; no nominating committee; compensation committee includes CEO; reduced minority shareholder protections .
- Consultant relationship: Thomas is a consultant to an entity affiliated with SFS Corp. (controlling stockholder) since July 2023, presenting a potential conflict of interest and independence concern in a controlled company setting .
- Concentration of control: SFS Corp./Mat Ishbia control 79% of voting power (subject to voting limitation) and have significant share pledging; governance influence is high .
- Related-party transactions environment: campus leases with entities controlled by Jeffrey/Mat Ishbia, legal fees to Ishbia & Gagleard, aircraft usage from entities owned by Mat Ishbia, and employee lease agreements—heightened oversight demand from Audit Committee .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2025 Say-on-Pay (Proposal 3) | 808,955,852 | 41,090,124 | 471,357 | 51,062,795 |
Additional 2025 vote outcomes: Director elections (For: Czubak 808,487,035; Elezaj 804,871,919; M. Ishbia 794,795,106) and Deloitte ratification (For 900,962,415; Against 409,138; Abstain 208,575) .
Notes on Board Structure and Committees
- Board size/composition: Ten directors; classified into three classes; continuity emphasized due to mortgage industry cyclicality .
- Committees: Audit (independent), Compensation (not fully independent; subcommittee established for CEO pay) .
- Nomination process: No nominating committee under controlled company status; full board functions as nominating body; may be guided by majority stockholder recommendations .