DEF 14A of Green Brick Partners, Inc.
Filed Apr 29, 2024 · FY20230001104659-24-054079
Proposal 1 — Election of Directors (page 5)
Proposal 1 — Election of Directors (page 5)
Board Composition
Board Composition
Board Composition
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Board Composition
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Director Nominees
Director Nominees
Director Nominees
| | | AGE | DIRECTOR SINCE | Audit | Comp. | G&S | | | David Einhorn, Chairman President Greenlight Capital, Inc. | 55 | 2006 | | | | | | James R. Brickman Chief Executive Officer Green Brick Partners, Inc. | 72 | 2014 | | | | | | Elizabeth K. Blake Retired General Counsel | 72 | 2007 | | | | | | Harry Brandler Retired Chief Financial Officer | 52 | 2014 | | | | | | Lila Manassa Murphy Chief Financial Officer, Dundee Corporation | 52 | 2022 | | | | | | Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC | 52 | 2014 | | | | | | Richard S. Press Retired Senior Vice President Wellington Management | 85 | 2014 | | | |
Director Nominees
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Director Nominees
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Governance Highlights
Governance Highlights
Governance Highlights
| Annual election of directors 100% independent Board committees 5 out of our 7 Board nominees are independent Directors elected by majority vote Director resignation policy for all directors in uncontested elections Robust stock ownership guidelines applicable to directors and executive officers Executive officer compensation recoupment “clawback” policy | Independent directors meet in executive session without management present Strong Board oversight of risk management process Audit Committee has oversight of cybersecurity and information systems risk Policies prohibiting hedging and pledging of shares by executive officers and directors Proxy access allows stockholders to nominate directors and have nominees included in the proxy statement Addition of sustainability responsibilities to Governance committee Regular stockholder engagement |
Governance Highlights
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Governance Highlights
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | | Seven individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board of Directors (the “Board”). | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES. |
Our Board and Our Director Nominees
Our Board and Our Director Nominees Our Amended and Restated Bylaws (“Bylaws”) allow our Board to set the size of the board and our Board has set the size of the board to be seven directors. For the size and scope of our business and operations, our Board believes a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough to bring a diverse set of perspectives and experiences to our board room. Any nominee who does not receive a majority vote in an election that is not a contested election is expected to promptly tender his or her resignation to the Chairman of the Board following certification of the stockholder vote. Considering such factors as it deems relevant, the Governance & Sustainability Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. Considering the Governance & Sustainability Committee’s recommendation and such other factors as it deems relevant, the Board shall, exercising its business judgment, determine whether to accept or reject the resignation, or whether other action should be taken. Within 90 days from the date of the certification of the stockholder vote, we will promptly publicly disclose the Board’s decision and process (including, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the SEC. If a director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, or his or her earlier resignation, removal, or inability to serve for any reason. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our Bylaws. We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 11 of this proxy statement. The following sets forth certain information with respect to each nominee standing for re-election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| DAVID EINHORN Chairman AGE: 55 DIRECTOR SINCE: 2006 | BACKGROUND: Mr. Einhorn has served as one of our directors since May 2006. Mr. Einhorn has co-founded, and has served as the President of Greenlight Capital, Inc., since January 1996. Funds managed by Greenlight are some of our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University. Skills & Qualifications: Mr. Einhorn, our Co-Founder, brings to the Board crucial investment expertise and business experience. |
Our Board and Our Director Nominees
| JAMES R. BRICKMAN Chief Executive Officer & Director AGE: 72 DIRECTOR SINCE: 2014 | BACKGROUND: Mr. Brickman has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of each of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”) and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 40 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University. Skills & Qualifications: Mr. Brickman, our Co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations. |
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| ELIZABETH K. BLAKE INDEPENDENT AGE: 72 DIRECTOR SINCE: 2007 COMMITTEES: • Compensation • Governance & Sustainability | BACKGROUND: Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat for Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents. Skills & Qualifications: Ms. Blake brings to the Board extensive executive leadership, corporate governance expertise, and risk management knowledge through her experience as a director and executive of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry. |
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| HARRY BRANDLER INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Compensation (Chair) • Governance & Sustainability | BACKGROUND: Mr. Brandler has served as one of our directors since October 2014. Before retiring, Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. Prior to joining Greenlight Capital, Inc., from 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996. Skills & Qualifications: Mr. Brandler brings to the Board a unique understanding of our strategies and operations through nine years of service as a member of the Board and 23 years of finance, accounting and management experience. |
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| LILA MANASSA MURPHY AGE: 52 DIRECTOR SINCE: 2022 COMMITTEES: • Audit (Chair) • Compensation | BACKGROUND: Ms. Manassa Murphy has served as one of our directors since April 2022. Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange, which is focused on holding and managing investments in the energy, natural resources, agriculture and real estate industries. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation, from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm. Prior to that, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment. |
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| KATHLEEN OLSEN INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability | BACKGROUND: Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Since 2021, Ms. Olsen has been an adjunct professor at Fordham Gabelli School of Business. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. In addition, Ms. Olsen currently sits on the Board of Trustees of Lockwood-Mathews Mansion Museum and Saint Catherine Center for Specials Needs. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. Skills & Qualifications: Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience. |
Our Board and Our Director Nominees
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Our Board and Our Director Nominees
| RICHARD S. PRESS INDEPENDENT AGE: 85 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability (Chair) • Insurance (Chair) | BACKGROUND: Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anesthesia Associates of Massachusetts, and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 — 2013). He is currently a director of Millwall Holdings PLC and Millwall Football Club. Mr. Press earned a B.A. from Brown University in 1960, and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964. Skills & Qualifications: Mr. Press brings to the Board an extensive background in finance, insurance and risk management, as well as public company board and committee experience. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2023 Director Compensation Table
2023 Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors for 2023. Mr. Brickman, our Chief Executive Officer, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mr. Brickman’s compensation, see “Executive Compensation” beginning on page 40.
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | David Einhorn | 146,319 | — | 146,319 | | Elizabeth K. Blake(4) | — | 236,246 | 236,246 | | Harry Brandler(5) | 110,934 | 137,196 | 248,130 | | Kathleen Olsen(6) | 107,033 | 137,196 | 244,229 | | Lila Manassa Murphy(7) | 113,668 | 137,136 | 250,864 | | Richard S. Press(8) | 135,467 | 137,196 | 272,663 |
2023 Director Compensation Table
(1) Amount reflects the amount of annual retainer paid in cash. As discussed above, directors may elect to receive shares of restricted stock in lieu of the annual cash retainer. (2) Amount reflects the aggregate grant date fair value of the shares of restricted stock granted on March 6, 2023 as the Annual Equity Award and the shares of restricted stock granted to Ms. Blake in lieu of her annual cash retainer granted on June 13, 2023 as computed in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards and do not necessarily correspond to the actual value that may be realized for these awards by our independent directors. For additional information on the valuation assumptions regarding the restricted stock awards, refer to Note 10 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. (3) The following table sets forth the aggregate number of shares of restricted stock outstanding, as of December 31, 2023, for each of our independent directors. Please see “Security Ownership” on page 64 for the total number of shares held by our directors.
2023 Director Compensation Table
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2023 Director Compensation Table
| Director Compensation |
2023 Director Compensation Table
| Name | Restricted Stock | | Elizabeth K. Blake | 6,018 | | Harry Brandler | 4,241 | | Kathleen Olsen | 4,241 | | Richard S. Press | 4,241 | | Lila Manassa Murphy | 4,241 |
2023 Director Compensation Table
(4) Ms. Blake elected to receive the cash portion of her annual retainer in shares of restricted stock, which includes the prorated additional annual retainer for service as Chair of the Governance & Sustainability Committee through the 2023 Annual Meeting. (5) Includes prorated additional annual retainer for service as Chair of the Compensation Committee following the 2023 Annual Meeting. (6) Includes prorated additional annual retainer for service as Chair of the Audit Committee through the 2023 Annual Meeting. (7) Includes prorated additional annual retainer for service as Chair of the Audit Committee following the 2023 Annual Meeting. (8) Includes (i) additional annual retainer for service as Chair of the Insurance Committee, (ii) prorated additional annual retainer for service as Chair of the Compensation Committee through the 2023 Annual Meeting and (iii) prorated additional annual retainer for service as Chair of the Governance & Sustainability Committee following the 2023 Annual Meeting.
2023 Director Compensation Table
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Compensation Philosophy and Objectives
| Principles | Implementation | | Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives | The Compensation Committee seeks to establish target total direct compensation (salary plus annual incentive), providing our executives the opportunity to be competitively rewarded for our financial and operational growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility. | | Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation | We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, and operational performance, as well as individual performance. Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation is in the form of performance-based compensation. | | Compensation programs should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value | By awarding a portion of each year’s annual incentive payout in the form of stock, we encourage executives to focus on our long-term growth and prospects. This incentivizes our executives to manage our company from the perspective of owners with a meaningful stake and encourages them to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risk, a risk also borne by our stockholders. |
Our Financial and Operational Metrics are Aligned with Long-Term Growth
Our Financial and Operational Metrics are Aligned with Long-Term Growth We believe our compensation program provides an appropriate balance between operational metrics that all team members can impact and that are aligned with successfully implementing our long-term growth strategy and financial metrics and rewarding executives upon the achievement of annual results. We measure our operational and financial metrics, on a relative basis, to ensure that our compensation program rewards performance that is above that of our peers.
Our Financial and Operational Metrics are Aligned with Long-Term Growth
| 2023 Metric | Why It Contributes to Alignment with Stockholder Value | | Homebuilding Gross Margin | Homebuilding Gross Margin is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | Home Closings Revenue Growth | Revenue Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | Return on Assets | Return on Assets is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | Earnings Per Share (EPS) | EPS is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | Total Shareholder Return (TSR) | TSR is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. |
Role of Executives in Establishing Compensation
Role of Executives in Establishing Compensation Annually, the CEO proposes the financial and operational metrics and threshold, target and maximum performance levels for the Annual Incentive Program, subject to approval by the Compensation Committee. The CEO also proposes the strategic objectives that will determine individual achievement under our Annual Incentive Program. These individual strategic objectives are then approved by the Compensation Committee for all NEOs. At the end of each year, the CEO provides an evaluation of each NEO’s performance, including himself, and recommends the extent to which each other NEO (other than himself) has met their strategic objectives. The Compensation Committee then evaluates the performance of the CEO and each other NEO and determines the CEO’s and each other NEOs’ final individual achievement and the incentive payout for each NEO. Our incentive opportunities are set in each NEO’s employment agreement, however, in connection with the renewal of each NEO employment agreement (other than his own), the CEO provides the Compensation Committee with recommendations regarding base salary and annual incentive opportunity for the employment agreement.
Annual Incentive Compensation Plan
Annual Incentive Compensation Plan Why we pay annual incentive compensation. Our Annual Incentive Compensation Plan is the key component of our executive compensation program. Our Annual Incentive Compensation Plan seeks to incentivize and reward our NEOs for annual financial and operational performance on those metrics and strategic objectives that the Compensation Committee believes will drive short-term and long-term stockholder value. How annual incentive compensation bonus opportunities are determined. In connection with the negotiation and execution of each NEO’s employment agreement, the Compensation Committee reviewed and set a target bonus opportunity for each of the three years of the employment agreement term. In
Annual Incentive Compensation Plan
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Annual Incentive Compensation Plan
setting the target bonus opportunity for the NEOs, a number of factors will be considered, including the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting Green Brick at the time of the evaluation. Based on the respective NEO’s employment agreements, the 2023 incentive opportunities for each of our NEOs were as follows:
Annual Incentive Compensation Plan
| Name | 2023 Bonus Opportunity | | James R. Brickman | $3,300,000 | | Richard A. Costello | $550,000 | | Jed Dolson | $1,800,000 | | Neal Suit | $450,000 |
Annual Incentive Compensation Plan
In accordance with the terms of each NEOs respective employment agreement, the Compensation Committee may elect to pay up to 50% of any annual incentive compensation payout in shares of common stock. How annual incentive compensation performance is evaluated. Our Compensation Committee annually reviews and revises, if necessary, the appropriateness of each of the performance metrics, their correlation to Green Brick’s overall growth strategy, and the impact of such performance metrics on long-term stockholder value. In 2023, the Compensation Committee reviewed the Annual Incentive Compensation Program for our NEOs and decided to add a relative TSR metric for each of Messrs. Brickman, Costello and Dolson based on their roles and responsibilities, but did not adjust the Annual Incentive Compensation Program for Mr. Suit as his role of General Counsel does not have oversight of financial results. Consequently, for 2023, the Annual Incentive Compensation for Messrs. Brickman, Costello and Dolson was evaluated based on the four components discussed below, while the Annual Incentive for Mr. Suit was based on the same components, minus TSR.
Annual Incentive Compensation Plan
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2023 Annual Incentive Plan Metrics and Performance
2023 Annual Incentive Plan Metrics and Performance Operational and Financial Performance Relative To Peers. For 2023, the Compensation Committee selected eight homebuilding peers against which our relative performance would be evaluated. If we met or exceeded the peer growth in 6 of the cells, the payout would equal 50% of the component opportunity, if we met or exceeded the peer growth in 12 of the cells, the payout would equal 100% of the component opportunity and if we meet or exceed the peer growth in 18 of the cells, the payout would equal 200% of the component opportunity. For amounts earned between each performance level, the payout is calculated on a linear basis.
2023 Annual Incentive Plan Metrics and Performance
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2023 Annual Incentive Plan Metrics and Performance
| Builder | Homebuilding Gross Margin % | Home Closings Revenue Growth % | Return on Assets (Annualized) | | Green Brick Partners | 30.9% | 4.2% | 15.8% | | Beazer Homes | 20.1% | -7.2% | 6.8% | | Century Communities | 21.2% | -18.0% | 6.6% | | M/I Homes | 23.5% | -2.4% | 12.0% | | Hovnanian | 19.7% | -7.4% | 7.7% | | Tri Pointe Homes | 22.3% | -14.9% | 7.1% | | Lennar | 23.3% | 2.1% | 10.2% | | Toll Brothers, Inc. | 26.9% | 1.6% | 11.1% | | PulteGroup, Inc. | 29.3% | 0.3% | 16.9% |
2023 Annual Incentive Plan Metrics and Performance
2023 Results. Based on our performance, we met or exceeded the growth of our peers in 23 of the 24 cells and each of the NEOs earned 200% of his respective component opportunity. Earnings Per Share. For 2023, up to 25% of each NEO’s bonus opportunity could be earned based on Green Brick’s earnings per share for the year. The Compensation Committee set performance levels of (1) threshold, at which there will be a payout of 50% of the component opportunity, (2) target, at which there will be a payout of 100% of the component opportunity, and (3) maximum, at which there will be payout of 200% of the component opportunity. Below the threshold performance level, no payout is earned. For amounts earned between each performance level, the payout is calculated on a linear basis.
2023 Annual Incentive Plan Metrics and Performance
| | Earnings Per Share ($) | Earned % | | Maximum | $4.00 | 200% | | Target | $3.52 | 100% | | Threshold | $3.00 | 50% | | ACTUAL | $6.14 | |
2023 Annual Incentive Plan Metrics and Performance
2023 Results. Based on our exceptional EPS performance of $6.14 in 2023, we exceeded the maximum performance level and each of the NEOs earned 200% of his respective component opportunity. Total Shareholder Return. For 2023, up to 20% of the annual incentive opportunity for our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer could be earned based on Green Brick’s total shareholder return. The Compensation Committee evaluates the trailing one-year, three-year and five-year total shareholder return, giving a 1/3 weight to each period. The Compensation Committee evaluates our total shareholder return results for each period relative to the “TSR Peer Group” consisting of the peers listed below. The Compensation Committee set performance levels based on our total shareholder return over each respective period meeting or exceeding (i) 25% the TSR Peer Group (Threshold), at which the payout would equal 50% of the component opportunity; (ii) 50% the TSR Peer Group (Target), at which the payout would equal 100% of the component opportunity; and (iii) 70% the TSR Peer Group (Maximum), at which the payout would equal 200% of the component opportunity. Below the threshold performance level, no payout is earned. For amounts earned between each performance level, the payout is calculated on a linear basis.
2023 Annual Incentive Plan Metrics and Performance
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2023 Annual Incentive Plan Metrics and Performance
| TSR Peer Group | | | | Beazer Homes | Hovnanian | Toll Brothers, Inc. | | Century Communities | Tri Pointe Homes | PulteGroup, Inc. | | M/I Homes | Lennar | S&P 500 |
2023 Annual Incentive Plan Metrics and Performance
| Metric | Weight | 2023 Results | Earned % | | TSR Trailing One-Year | 6.67% | 89 Percent | 200% | | TSR Trailing Three-Year | 6.67% | 56 Percent | 130% | | TSR Trailing Five-Year | 6.67% | 56 Percent | 130% |
2023 Annual Incentive Plan Metrics and Performance
2023 Results. Based on our total shareholder return performance, we met or exceeded (i) 56% of the TSR Peer Group over the trailing one-year period — earning 130% of the component opportunity, (ii) 56% of the TSR Peer Group over the trailing three-year period — earning 130% of the component opportunity and (iii) 89% of the TSR Peer Group over the trailing five-year period — earning 200% of the component opportunity. Strategic Objectives. The individual strategic objectives component of our Annual Incentive Compensation Plan is intended to reward managerial decision-making, behavioral interaction, and overall contribution. At the beginning of the year, the Compensation Committee approves for each NEO multiple quantitative and qualitative strategic objectives. These strategic objectives correspond to relevant business goals depending on the role. None of the individual strategic objectives is material to understanding the Annual Incentive Compensation Plan nor how the payout under our Annual Incentive Compensation Plan was determined in 2023. For amounts earned between each performance level, the payout is calculated on a linear basis. At the end of each year, the Compensation Committee, with recommendations from the CEO, evaluates the individual performance of each NEO against his respective strategic objectives. As discussed above, for each of our NEOs, achievement of the strategic objectives represented 30% of each of Messrs. Brickman’s, Costello’s and Dolson’s respective bonus opportunity and 50% of Mr. Suit’s bonus opportunity.
2023 Annual Incentive Plan Metrics and Performance
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2023 Annual Incentive Plan Metrics and Performance
2023 Results. In evaluating, the performance of each NEO, the Compensation Committee considered the following achievements for each NEO:
2023 Annual Incentive Plan Metrics and Performance
| NEO | Key Performance Highlights | | James R. Brickman Chief Executive Officer | • Decreased our debt to total capital ratio, effectively managing our financial risk • Oversaw plans for expansion; effectively managed relationships with key personnel at our controlled builders • Continued to build management bench | | Richard A. Costello Chief Financial Officer | • Successfully renegotiated credit facility and notes to provide additional flexibility for ancillary activities • Expanded relationships with sell-side analysts and increased presence at industry conferences • Continued roll-out of forecasting software | | Jed Dolson President and Chief Operating Officer | • Developed and led expansion of Trophy division into Austin • Supervised successful land acquisition strategy to position the Trophy division for expansion into Houston • Managed and established positive relationships between our NEOs and other employees and built a positive work environment. • Recruited and developed highly skilled members of senior management. | | Neal Suit Executive Vice President, General Counsel and Chief Risk and Compliance Officer | • Expanded risk management strategy and successfully managed litigation profile • Expanded captive insurance program, resulting in expense reductions for builders • Effectively collaborated with outside counsel, management and the Board to improve our corporate governance and legal and regulatory compliance. |
2023 Annual Incentive Plan Metrics and Performance
2023 Results. Based on each NEOs respective performance, Messrs. Brickman, Dolson and Suit earned 200% of their respective component opportunity and Mr. Costello earned approximately 170% of his respective component opportunity. 2023 Payouts. In early 2024, the Compensation Committee reviewed each of the components of the Annual Incentive Compensation Plan and the performance levels achieved as discussed above. Consistent with prior experience, the Compensation Committee elected to pay 50% of the annual bonuses, including the transaction bonus, in shares of fully vested common stock. The actual amount of Annual Incentive Compensation Earned for 2023 is as follows:
2023 Annual Incentive Plan Metrics and Performance
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2023 Annual Incentive Plan Metrics and Performance
| | Annual Incentive Bonus | | | | | Cash($) | Stock($) | Total($) | | James R. Brickman | 3,146,000 | 3,146,000 | 6,292,000 | | Richard A. Costello | 499,333 | 499,333 | 998,666 | | Jed Dolson | 1,716,000 | 1,716,000 | 3,432,000 | | Neal Suit | 450,000 | 450,000 | 900,000 |
Tax Deductibility of Compensation
Tax Deductibility of Compensation Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” and impose excise taxes on these payments in connection with a change in control. The Compensation Committee considers the adverse tax liabilities imposed by Sections 280G and 4999, among other competitive factors, when it structures certain post-termination compensation payable to our NEOs. However, the potential adverse tax consequences to our company and/or the executive are not necessarily determinative in such decisions.
Summary Compensation Table
Summary Compensation Table The following table summarizes the “total compensation” of our NEOs for the fiscal years ended December 31, 2023, 2022, and 2021 according to the rules promulgated by the SEC.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | James R. Brickman, Chief Executive Officer | 2023 | 1,500,000 | — | 3,100,497 | 3,146,000 | 13,380 | 7,759,877 | | | 2022 | 1,500,000 | — | 1,349,988 | 3,100,500 | 10,350 | 5,960,838 | | | 2021 | 1,500,000 | 1,000,000 | 1,225,000 | 1,350,000 | 12,182 | 5,087,182 | | Richard A. Costello, Chief Financial Officer | 2023 | 450,000 | — | 439,000 | 499,333 | 12,750 | 1,401,083 | | | 2022 | 450,000 | — | 399,998 | 439,000 | 5,178 | 1,294,176 | | | 2021 | 447,900 | 125,000 | 262,500 | 275,000 | 8,700 | 1,119,100 | | Jed Dolson, President, Chief Operating Officer | 2023 | 638,333(1) | — | 1,558,468 | 1,716,000 | 17,355 | 3,930,156 | | | 2022 | 600,000 | — | 1,152,997 | 1,558,500 | 20,550 | 3,332,047 | | | 2021 | 600,000 | 400,000 | 736,150 | 753,000 | 21,094 | 2,510,244 | | Neal Suit, EVP, General Counsel | 2023 | 300,000 | — | 344,954 | 450,000 | 13,214 | 1,108,168 | | | 2022 | 279,166 | 37,500 | 20,013 | 167,500 | 8,925 | 513,104 |
Summary Compensation Table
(1) In connection with his promotion to President and Chief Operating Officer and renewal of his employment agreement, Mr. Dolson’s annual base salary was increased from $600,000 to $800,000 effective October 27, 2023. Actual pay levels for Mr. Dolson were pro-rated based on his promotion. (2) This amount includes 50% of the Annual Incentive Bonus awarded in the form of Common Stock to the NEOs in March 2023 with respect to their performance during the year ended December 31, 2022. (3) The amounts in this column represent the aggregate grant date fair value of the Common Stock issued to Messrs. Brickman, Costello, Dolson and Suit in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding stock awards, refer to Note 10 to our financial statements which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. (4) On February 29, 2024, the Compensation Committee approved the following Annual Incentive Bonuses to the NEOs for 2023 performance. The Compensation Committee elected to pay 50% of the Annual Incentive Bonus to each of the NEOs in shares of our Common Stock.
Summary Compensation Table
| | Annual Incentive Bonus | | Total ($) | | | Cash ($) | Stock ($) | | | James R. Brickman | 3,146,000 | 3,146,000 | 6,292,000 | | Richard A. Costello | 499,333 | 499,333 | 998,666 | | Jed Dolson | 1,716,000 | 1,716,000 | 3,432,000 | | Neal Suit | 450,000 | 450,000 | 900,000 |
Summary Compensation Table
In accordance with the SEC rules, the cash component of the Annual Incentive Bonus is reflected in the “Non-Equity Incentive Plan Compensation” column in the year for which compensation was awarded. The stock component of the Annual Incentive Bonus and the transaction bonus will reflected in the “Stock Awards” column in the year in which the stock was awarded (i.e. the amounts set forth in the table above will be included in the 2024 summary compensation table).
Summary Compensation Table
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Summary Compensation Table
Amounts for 2023 include a 401(k) match of $11,880 for each of Messrs. Brickman, Costello, Dolson and Suit, HSA contributions and, for Mr. Dolson a car allowance (through March 2023) and a cell phone allowance.
Grants of Plan Based Awards Table
Grants of Plan Based Awards Table The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our NEOs during the year ended December 31, 2023.
Grants of Plan Based Awards Table
| | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All other stock awards: Number of shares of stock (#)(2) | Grant date fair value of stock awards(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | James R. Brickman | 03/27/2023 | $1,650,000 | $3,300,000 | $6,600,000 | — | — | | | 03/06/2023 | | | | 93,926 | $3,100,497 | | Richard A. Costello | 03/27/2023 | $275,000 | $550,000 | $1,100,000 | — | — | | | 03/06/2023 | | | | 13,299 | $439,000 | | Jed Dolson | 03/27/2023 | $900,000 | $1,800,000 | $3,600,000 | — | — | | | 03/06/2023 | | | | 47,212 | $1,558,468 | | Neal Suit | 03/27/2023 | $225,000 | $450,000 | $900,000 | — | — | | | 03/06/2023 | | | | 6,210 | $204,992 | | | 03/06/2023 | | | | 1,211(3) | $39,975 | | | 03/06/2023 | | | | 3,029(3) | $99,987 |
Grants of Plan Based Awards Table
(1) As discussed earlier in the Compensation Discussion and Analysis, our Annual Incentive Plan establishes a threshold, at which there is a 50% payout, a target, at which there is a 100% payout and a maximum, at which there is a 200% payout. The Compensation Committee retains the discretion to pay out up to 50% of the Annual Incentive Plan payout in shares of Common Stock. If the Compensation Committee decides to pay a portion of the Annual Incentive Plan in shares of Common Stock, the number of shares is determined based on the fair market value of a share of Common Stock as set forth in our 2014 Omnibus Plan. For the 2023 Annual Incentive Plan, the Compensation Committee decided to pay 50% of the payout in share of Common Stock. (2) With respect to Messrs. Brickman, Costello and Dolson, the number of shares of stock and the grant date fair value of stock awards relate to the 50% of the 2022 Annual Incentive Plan. For the number of shares of stock and the fair value of such shares of stock issued as part of the 2023 Annual Incentive Plan, please see the “Compensation Discussion & Analysis.” (3) With respect to Mr. Suit, the number of shares of stock and the grant date fair value of stock awards includes (1) 6,210 shares related to 50% of the 2022 Annual Incentive Plan and 50% of the Transaction Bonus he received in 2023 for his 2022 performance, (2) 1,211 shares related to an annual equity award in March 2022 as part of the 2022 employee equity bonus plan and (3) 3,029 shares related to an additional equity bonus award that he received in June 2022 upon his assumption of additional responsibilities. Each of the two equity bonus awards were denominated in dollars, could be earned based on company-wide performance during 2022 and, once earned, were converted into restricted stock awards that will vest on the third anniversary of the original bonus award date.
Grants of Plan Based Awards Table
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Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards for the Company’s NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | Stock Awards | | | | Named Executive Officers | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Award Type | Unearned Shares, Units or Other Rights that have not vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | | James R. Brickman | 500,000(1) | $7.4861 | 10/27/24 | — | | | | Richard A. Costello | — | — | — | — | | | | Jed Dolson | — | — | — | — | | | | Neal Suit | — | — | — | RSA | 1,211 | 62,899 | | | — | — | — | RSA | 3,029 | 157,326 |
Outstanding Equity Awards at Fiscal Year End
(1) These options are fully vested. (2) The amounts in this column are based on the closing price of our common stock on December 31, 2023 of $51.94.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Pursuant to their respective employment agreements, each of Messrs. Brickman, Costello, Dolson and Suit are entitled to receive a severance payment if he is terminated by us without Cause or if he resigns for Good Reason, in each case, subject to the executive’s (i) execution of a release of claims in a form reasonably acceptable to us and (ii) compliance with the material terms of his employment agreement or any other agreement between us and the executive.
Potential Payments Upon Termination Table
Potential Payments Upon Termination Table Assuming a termination of employment (including due to expiration of the term) occurred as of December 31, 2023, each of Messrs. Brickman, Costello, Dolson and Suit would be entitled to receive the payment and benefits set forth in the following table.
Potential Payments Upon Termination Table
| | James R. Brickman | Richard A. Costello | Jed Dolson | Neal Suit | | Termination by the Company without Cause/Resignation by Executive for Good Reason | • A cash severance payment equal to $9,600,000, calculated as two times (2x) the sum of (i) base salary ($1,500,000) plus (ii) target bonus for year of termination ($3,300,000). | • A cash severance payment equal to $1,100,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($550,000). | • A cash severance payment equal to $5,875,500, calculated as one and one-half times (1.5x) the sum (i) base salary ($800,000) plus (ii) bonus in respect of prior year ($3,117,000). | • A cash severance payment equal to $1,125,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($300,000) plus (ii) target bonus for year of termination ($450,000). | | Termination by the Company without Cause/Resignation by Executive for Good Reason following a Change in Control | • A cash severance payment equal to $14,400,000, calculated as three times (3x) the sum (i) base salary ($1,500,000) plus (ii) target bonus for year of termination ($3,300,000). | A cash severance payment equal to $1,350,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($550,000), plus (iii) $250,000. | Same as above | Same as above |
Potential Payments Upon Termination Table
For purposes of the severance payments discussed above, the relevant definitions are as follows: • “Cause,” shall mean the executive’s: (i) commission of a felony or a crime of moral turpitude, (ii) engaging in conduct that constitutes fraud or embezzlement, (iii) engaging in conduct that constitutes gross negligence or willful misconduct that results or could reasonably be expected to result in harm to our business or reputation, (iv) breaching any material terms of the executive’s employment or (v) continued willful failure to substantially perform executive’s duties. • “Good Reason,” means any of the following actions taken by us without the executive’s written consent: (i) any material failure by us to fulfill our obligations under the respective employment agreement, (ii) a material and adverse change to, or a material reduction of, the executive’s duties and responsibilities or, following a Change in Control, a change in the executive’s reporting position such that the executive no longer reports directly to the board of directors of the parent corporation in a group of controlled corporations and other entities, (iii) a material reduction in executive’s then current Annual Base Salary (not including any broader compensation reductions by the Board that are not limited to the executive specifically and do not reduce the executive’s salary by more
Potential Payments Upon Termination Table
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Potential Payments Upon Termination Table
than 10% in the aggregate) or (iv) the relocation of executive’s primary office to a location more than fifty (50) miles from the prior location, which materially increases executive’s commute to work. • “Change in Control” means any of the following events have occurred: (i) any person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then-outstanding securities; (ii) a majority of our Board is not constituted of (A) individuals who were on our Board as of the date of the respective employment agreement and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest) whose appointment or election by our Board or nomination for election by our stockholders was approved or recommended by a vote of at least two-thirds of the incumbent directors; (iii) a merger or consolidation of our company is consummated, other than (A) a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities; or (iv) a liquidation or dissolution of our company.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, James R. Brickman. As of December 31, 2023, our employee population consisted of approximately 600 individuals working at Green Brick and our subsidiaries all within the United States. We previously identified our median employee as of December 31, 2022, the last day of our 2022 fiscal year by calculating the amount of annual total cash compensation (salary plus bonus and commissions) paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Based on this methodology, the median employee in 2022 was a full-time, salaried employee. As of December 31, 2023, this employee was employed in the same capacity and we believe that there have been no significant changes to our employee compensation arrangements or in our employee population that would significantly affect our pay ratio disclosure. Therefore, to determine our pay ratio for 2023, we used the same median employee identified in 2022. We calculated the 2023 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2023 was $112,563. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 69 to 1.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Home Closings Revenue (in thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $7,759,877 | $7,759,877 | $2,146,469 | $2,181,195 | $452.44 | $220.06 | $306,675 | $1,767,788 | | 2022 | $5,960,838 | $5,960,838 | $1,538,111 | $1,538,410 | $211.06 | $136.96 | $313,997 | $1,696,911 | | 2021 | $5,087,182 | $5,087,182 | $1,814,672 | $1,814,672 | $264.20 | $192.00 | $204,381 | $1,305,620 | | 2020 | $3,483,687 | $3,483,687 | $1,416,339 | $1,416,339 | $200.00 | $127.81 | $117,797 | $923,901 |
Pay Versus Performance
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our CEO, James R. Brickman, for the respective years shown. Column (c). CAP for our Principal Executive Officer (our PEO) in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.
Pay Versus Performance
| Year | 2020 | 2021 | 2022 | 2023 | | PEO | Mr. Brickman | Mr. Brickman | Mr. Brickman | Mr. Brickman | | SCT Total Compensation ($) | $3,483,687 | $5,087,182 | $5,960,838 | $7,759,877 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | $750,137 | $1,225,000 | $1,349,988 | $3,100,497 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $750,137 | $1,225,000 | $1,349,988 | $3,100,497 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | — | — | — | — | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | — | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | — | — | — | — | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | | Compensation Actually Paid ($) | $3,483,687 | $5,087,182 | $5,960,838 | $7,759,877 |
Pay Versus Performance
Column (d). The following non-PEO named executive officers are included in the average figures shown for the 2020 and 2021 covered years: Richard A. Costello and Jed Dolson; and for the 2022 and 2023 covered years: Richard A. Costello, Jed Dolson and Neal Suit. Column (e). Average CAP for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For
Pay Versus Performance
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Pay Versus Performance
information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meetings of stockholders.
Pay Versus Performance
| Year | 2020 | 2021 | 2022 | 2023 | | Non-PEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | $1,416,339 | $1,814,672 | $1,538,111 | $2,146,469 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | $425,000 | $499,325 | $524,336 | $780,807 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $425,000 | $499,325 | $524,336 | $734,153 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | — | — | $299 | $73,409 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | — | — | — | $7,971 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | — | — | — | — | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | | Compensation Actually Paid ($) | $1,416,339 | $1,814,672 | $1,538,410 | $2,181,195 |
Pay Versus Performance
Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Green Brick for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P Homebuilders Select Industry Index for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. Column (i). Company-selected Measure is Home Closings Revenue Growth, which is described below. Relationship between Pay and Performance. The graphs below reflect (1) the relationship of CAP to our PEO and other Non-PEO NEOs in 2020, 2021, 2022 and 2023 as compared to Green Brick’s TSR, our net income, and our Adjusted EBITDA, and (2) Green Brick’s TSR as compared to the TSR of the TSR Peer Group over the same period. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.
Pay Versus Performance
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Pay Versus Performance
Listed below are the financial and non-financial performance measures which, in our assessment, represent the most important financial performance measures we used for 2023 to link CAP to our named executive officers to company performance.
Pay Versus Performance
| Measure | Nature | Explanation | | Earnings Per Share | Financial measure | Metric of profitability on a per share basis, which includes the effect of all dilutive securities. | | Home Closings Revenue Growth | Financial measure | Increase, period over period, in revenue from home closings. | | Homebuilding Gross Margin | Financial measure | Homebuilding gross margin is calculated as Home Closings Revenue minus Cost of Homebuilding units. | | Return on Assets | Financial measure | Return on assets is calculated by dividing net income by total assets. |
Pay Versus Performance
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Pay Versus Performance
| PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT | | The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm, or “independent auditor,” qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm. The Audit Committee has selected RSM US LLP to serve as our independent auditor for 2024. RSM has served as our independent registered public accounting firm since August 2016. | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS GREEN BRICK’S INDEPENDENT PUBLIC ACCOUNTANT |