DEF 14A of M/I Homes, Inc., Apr 10, 2024

DEF 14A of M/I Homes, Inc.

Filed Apr 10, 2024 · FY20230001193125-24-091403

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with the Company’s Amended and Restated Regulations (as amended, the “Regulations”), the Board is comprised of nine directors, divided into three classes with staggered three-year terms. As previously disclosed, on May 24, 2023, William H. Carter announced his decision to retire from the Board effective May 31, 2023. As a result of Mr. Carter’s retirement, a vacancy was created in the class of directors with a term expiring at the Company’s 2025 Annual Meeting of Shareholders. In order to balance the number of directors within each of the three classes comprising the Board at three, the Board, in accordance with the Regulations, moved Nancy J. Kramer from the class of directors with a term expiring at the Company’s 2026 Annual Meeting of Shareholders to the class of directors with a term expiring at the Company’s 2025 Annual Meeting of Shareholders and reduced the number of directors that comprise the Board and the class of directors with a term expiring at the Company’s 2026 Annual Meeting of Shareholders to nine and three, respectively. A class of three directors is to be elected at the Annual Meeting. The Board has nominated the persons set forth in the table below for election as directors of the Company at the Annual Meeting. The three nominees receiving the greatest number of votes cast will be elected to serve until the Company’s 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Withheld votes with respect to any nominee (or all of the nominees) and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s). However, pursuant to the Board’s majority voting policy, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall tender his or her resignation as a director to the Board. See “Information Regarding the Board, its Committees and Corporate Governance—Majority Voting Policy” for more information regarding our majority voting policy. Unless otherwise specified in your proxy, the Common Shares voted pursuant to your proxy will be voted FOR the election of the director nominees identified below. The Board has no reason to believe that any nominee will not serve as a director if elected at the Annual Meeting. If any nominee becomes unable to serve or for good cause will not serve as a director, the proxy holders reserve full discretion to vote the Common Shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee(s) designated by the Board. Your Board of Directors unanimously recommends a vote FOR each of the director nominees named below.

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. BOARD OF DIRECTORS

    | Name | Age | Current Position(s) with the Company and/or Business Experience | Director Since | | Director Nominees – Term to Expire at 2027 Annual Meeting of Shareholders | | | | | Michael P. Glimcher* | 56 | Mr. Glimcher serves as Managing Director and CEO, Retail Strategies of BGO, a leading global real estate investment management advisory firm and provider of real estate services and as President, CEO and Director of IREIT by BGO, a real estate investment trust focused on industrial warehouse and logistics properties. Mr. Glimcher joined the firm in June 2022. Mr. Glimcher served as Chairman, President and Chief Executive Officer of Donahue Schriber Realty Group, a private real estate investment trust, from November 2020 until its sale in March 2022. Mr. Glimcher served as Chief Executive Officer of Starwood Retail Partners, LLC, a developer and operator of retail malls and shopping centers, from September 2017 until October 2020; Principal of Glimcher Legacy, a non-retail real estate firm, from June 2016 until September 2017; Vice Chairman and Chief Executive Officer of WP Glimcher, a publicly-traded real estate investment trust formed through the merger of Washington Prime Group, Inc. and Glimcher Realty Trust, from January 2015 until June 2016; Chairman of Glimcher Realty Trust, a publicly-traded real estate investment trust, from September 2007 until January 2015; and Chief Executive Officer of Glimcher Realty Trust from January 2005 until January 2015. Mr. Glimcher is a member and past Trustee of Innovating Commerce Serving Communities and also a member of the Institute for Portfolio Alternatives and the Alternative & Direct Investment Securities Association. Committee Membership: Audit (Chairman); Compensation; Nominating and Governance | 2013 | | As a Managing Director of a global real estate investment management advisory firm and President and CEO of a real estate investment trust, and as a former Chairman, President and Chief Executive Officer of a private real estate investment trust specializing in development, acquisition, leasing, marketing and asset management in the Western United States, Mr. Glimcher brings the Board management/leadership, public company, risk management, corporate governance and real estate development, investment and construction experience. | | | | | Elizabeth K. Ingram* | 53 | Chair of the Board of Directors of White Castle System, Inc., a restaurant chain with approximately 350 locations and a manufacturing business that sells products to retailers in all 50 states, since 2021, Chief Executive Officer of White Castle System, Inc. since 2016 and President of White Castle System, Inc. since 2013. Ms. Ingram currently serves as the Chair of the Board of Directors of OhioHealth and as a trustee of the Governing Committee of The Columbus Foundation. Committee Membership: Compensation; Nominating and Governance | 2019 | | As the Chair of the Board, Chief Executive Officer and President of a restaurant chain and manufacturing business with extensive operations across the United States, Ms. Ingram provides the Board with diverse and valuable experience in numerous areas, including management/leadership, risk management, sales, marketing, customer service and strategic planning. | | | |

  4. BOARD OF DIRECTORS

    | Name | Age | Current Position(s) with the Company and/or Business Experience | Director Since | | Kumi D. Walker* | 46 | Founder and managing partner of Embedded Services, a business consulting services provider. Mr. Walker served as the Chief Business Development & Strategy Officer of Root Insurance, Inc., a publicly-traded technology company which offers personal automobile insurance, from January 2018 until October 2021 and as General Manager of Live Video and Global Head of Platform Business Development for Twitter, a publicly-traded social networking service, from 2014 until January 2018. He currently serves on the Board of Directors of Equipt Women and ORLI Foundation and the Board of Trustees of the Central Ohio Transit Authority. Committee Membership: Nominating and Governance | 2020 | | As an experienced c-level technologist, advisor and investor and the former Chief Business Development & Strategy Officer of a publicly-traded company, Mr. Walker provides the Board with management/leadership, technology, interactive marketing, advertising, business development and strategic planning experience. | | | | | Directors – Term to Expire at 2025 Annual Meeting of Shareholders | | | | | Friedrich K.M. Böhm* | 82 | Consultant for large real estate development projects. Mr. Böhm served as a partner of White Oak Partners, a private equity firm, from 2008 until 2015; Chairman of White Oak Partners from 2008 until 2013; Chairman Emeritus of NBBJ, an international architectural firm, from 2006 until 2008; Chairman of NBBJ from 1997 until 2006 and Managing Partner and Chief Executive Officer of NBBJ from 1987 until 1997. He currently serves as a director of The Daimler Group and White Oak Partners and was formerly a director of TRC Companies, Inc., The Huntington National Bank and NBBJ. Committee Memberships: Audit; Compensation (Chairman) | 1994 | | For nearly 20 years, Mr. Böhm served in an executive role with NBBJ, a leading international architectural firm that has designed communities, buildings, products, environments and digital experiences, including over 300,000 housing units. Mr. Böhm provides the Board with extensive and broad-based operating, design, strategic planning and management/leadership experience. | | | | | Nancy J. Kramer* | 68 | Founder of Resource/Ammirati, a digitally led creative agency established in 1981 that was acquired by IBM, an international technology company, in 2016, and Americas Chief Evangelist for IBM Consulting since 2016. Ms. Kramer currently serves as a director of Root Insurance, Inc. Committee Membership: Audit; Nominating and Governance | 2015 | | Ms. Kramer has more than 35 years of experience in the technology, marketing and advertising industries. Her extensive experience provides the Board with valuable expertise with digital technology transformation, interactive marketing and advertising. | | | |

  5. BOARD OF DIRECTORS

    | Name | Age | Current Position(s) with the Company and/or Business Experience | Director Since | | Robert H. Schottenstein | 71 | Chairman of the Company since March 2004, Chief Executive Officer of the Company since January 2004 and President of the Company since May 1996. Mr. Schottenstein currently serves as a director of Installed Building Products, Inc. and served as a director of Bath & Body Works, Inc. (formerly known as L Brands, Inc.) from April 2017 until May 2022. Mr. Schottenstein also currently serves on the Board of The Ohio State University Wexner Medical Center, The Ohio State University Foundation, the Jewish Federations of North America and Pelotonia and is a member of the Columbus Partnership. In addition, he serves on the Executive Committee and as Chair of The Harvard University Joint Center for Housing. He served as a Trustee of The Ohio State University from 2005 until 2014 and as the Chair of the Board of Trustees from 2012 until 2014. Committee Membership: Executive (Chairman) | 1993 | | Mr. Schottenstein’s day-to-day leadership as Chief Executive Officer of the Company, more than 30 years of service with the Company in various roles spanning production, sales and land acquisition/disposition and development, family relationship (he is the son of one of the founders of the Company) and previous experience as a real estate attorney provides the Board with extensive knowledge of our operations, business, industry and history and management/leadership and strategic planning experience. | | | | | Directors – Term to Expire at 2026 Annual Meeting of Shareholders | | | | | Phillip G. Creek | 71 | Chief Financial Officer of the Company since September 2000, Executive Vice President of the Company since February 2008 and Chief Financial Officer of M/I Financial LLC, a wholly-owned subsidiary of the Company (“M/I Financial”), since September 2000. Committee Membership: Executive | 2002 | | Mr. Creek has served in various management positions with the Company since 1993 and has worked in the homebuilding industry for over 40 years. Mr. Creek has extensive experience in finance, accounting, strategic planning, homebuilding operations, investor relations and capital markets and provides the Board with valuable knowledge of the homebuilding industry and the Company’s operations. | | | | | Bruce A. Soll* | 66 | Counselor for Soll Advisors, LLC, a provider of advisory services to the boards of directors of public companies and non-profit organizations, since 2021. Mr. Soll served as Counselor to Limited, Inc. and its successor entities from 1991 thru 2020. During the 1980s and early 1990s, he served as Counselor to the United States Secretary of Commerce and counsel to a number of government and non-government organizations. Mr. Soll currently serves on the boards of Nationwide Children’s Hospital, Claremont McKenna College, Columbus Downtown Development Corporation/Capitol South, The RiverSouth Authority, The Robert F. Wolfe & Edgar T. Wolfe Foundation and the Wexner Center for the Arts and previously served on the boards of Alliance Data Systems Corporation and The Columbus Foundation. He is a member of the State Bar of California. In June 2023, Mr. Soll was appointed as the Company’s Lead Independent Director. Committee Memberships: Executive | 2022 | | Mr. Soll has more than 30 years of experience providing counsel to executive officers and boards of directors of public companies and government and non-government organizations. Mr. Soll provides the Board with significant public company, risk management, corporate governance, strategic planning and legal and regulatory experience and expertise. | | | |

  6. BOARD OF DIRECTORS

    | Name | Age | Current Position(s) with the Company and/or Business Experience | Director Since | | Norman L. Traeger* | 84 | Founder of Varsity House, a provider of printed sportswear, in 1961, United Skates of America, a chain of family fun centers, in 1971 and The Discovery Group, a venture capital firm, in 1983. Mr. Traeger currently owns and manages industrial, commercial and office real estate. He currently serves as a director of The Discovery Group. Committee Memberships: Audit; Compensation; Nominating and Governance (Chairman) | 1997 | | Mr. Traeger’s diverse background as a business owner and operator, venture capitalist and real estate developer provides the Board with significant experience in sales, marketing, strategic planning and capital formation, as well as entrepreneurial, real estate and operational expertise. | | | |

  7. BOARD OF DIRECTORS

    | * Independent director under the NYSE Rules. |

  8. INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

  9. Board Committees

    | • | reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation; |

  10. Executive Summary

    | • | Annual Cash Performance Bonus. In 2023, each Named Executive Officer was eligible to earn an annual cash performance bonus based on our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”). A description of the calculation of Adjusted Pre-Tax Income for 2023 is set forth in “—Annual Cash Performance Bonus.” Under the 2023 annual cash performance bonus program and similar to the 2022 program, Mr. Schottenstein, Mr. Creek and Ms. Krohne are eligible to receive a bonus of up to 385%, 275% and 132%, respectively, of their base salaries in 2023. Due to our unprecedented results in 2022 and the challenging conditions facing the homebuilding industry entering 2023, the Committee decreased the target and maximum levels of Adjusted Pre-Tax Income under our 2023 annual cash performance program from $530 million and $580 million, respectively, in 2022 to $300 million |

  11. Executive Summary

    | • | Long-Term Equity-Based Compensation. In 2023, the Committee awarded Mr. Schottenstein, Mr. Creek and Ms. Krohne stock options to purchase 120,000, 65,000 and 17,500 Common Shares, respectively. In the case of Messrs. Schottenstein and Creek, these awards represented the same number of stock options that he received in 2022. With respect to Ms. Krohne, this award represented an increase of 2,500 service-based stock options. The Committee increased the number of options awarded to Ms. Krohne based on the long-term equity compensation of similarly-situated executives in our Peer Group and in recognition of her individual performance in 2023. In 2023, the Committee also awarded Messrs. Schottenstein and Creek a target number of PSUs with the underlying Common Shares having approximately the same aggregate grant date market value as the aggregate grant date market value of the Common Shares underlying the target number of PSUs they received in 2022. |

  12. Compensation Philosophy and Objectives

    | • | Attract and Retain. Compensation should be competitive with the compensation programs of our Peer Group to ensure that we attract and retain exceptional executives. |

  13. Compensation Philosophy and Objectives

    | • | Align Interests. Compensation should align the interests of our executives and our shareholders with the goal of creating long-term shareholder value. |

  14. Compensation Philosophy and Objectives

    | • | Reward Performance. Compensation should depend on, and reward executives on the basis of, individual and Company short- and long-term performance and thereby foster a pay-for-performance culture. As a result, the Committee generally designs our annual executive compensation program so that a significant majority of each executive officer’s potential total compensation is at risk or variable and dependent on our performance and/or stock price appreciation (i.e., performance-based). The charts below set forth the percentage of each of Mr. Schottenstein’s, Mr. Creek’s and Ms. Krohne’s 2023 total compensation that was performance-based: |

  15. Compensation Best Practices

    | • | Independent Compensation Consultant. The Committee engages an independent compensation consultant to advise on executive compensation matters. |

  16. Compensation Best Practices

    | • | Long-Term Vesting. All of our equity-based compensation awards have multi-year vesting periods (five years for stock options and three years for PSUs and restricted share units). |

  17. Compensation Best Practices

    | • | No Repricing. Our equity compensation plans prohibit repricing stock options without shareholder approval. |

  18. Compensation Best Practices

    | • | No Dividends on Unvested Equity Awards. We only pay dividends or dividend equivalents on equity awards when they vest. |

  19. Compensation Best Practices

    | • | No Employment Agreements. We do not have an employment agreement with any of our executives. |

  20. Compensation Best Practices

    | • | Double Trigger. Under the change in control agreements that we maintain with Messrs. Schottenstein and Creek, the executive will not receive a cash severance unless both a change in control and a qualifying termination of employment occur. |

  21. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee engaged WTW to serve as its independent compensation consultant in 2023. WTW’s engagement focused on reviewing: (1) our executive compensation program as a whole, each principal component, the mix of compensation and the competitiveness of such compensation relative to our Peer Group; (2) the dilution and overhang of our equity grants; and (3) our non-employee director compensation program as a whole, each principal component and the competitiveness of such compensation relative to our Peer Group. At the Committee’s request, WTW discussed with management the recommendations that management planned to make to the Committee regarding 2023 compensation. During 2023, WTW did not provide any services to the Company beyond its support of the Committee. The Committee assessed the independence WTW and concluded that its work for us did not raise any conflict of interest.

  22. Setting Executive Compensation

    | • | a report setting forth (1) the number of stock options granted during each of the preceding four fiscal years to each then-current 2018 LTIP participant (including our executive officers) and Company-wide, (2) management’s proposed stock option grants for 2023, (3) our estimated run rate for 2023 and estimated three-year average run rate for 2021-2023 and (4) the number of Common Shares that remained available under the 2018 LTIP; |

  23. Setting Executive Compensation

    | NYSE and the exercise price) of all outstanding stock options (on an exercisable and unexercisable basis), (3) estimated fair value of all outstanding PSUs (assuming achievement of the target performance levels for the PSUs awarded in 2021 and 2022 and based on estimated actual results for the PSUs awarded in 2020) and (4) potential payments upon a change in control; |

  24. Setting Executive Compensation

    | • | a report prepared by WTW analyzing, among other things: (1) our executive compensation program as a whole, each principal component, the mix of compensation and the competitiveness of such compensation relative to the peer group of publicly-traded homebuilders set forth below (the “Peer Group”); and (2) the dilution and overhang of our equity grants. The Peer Group consisted of the following companies: |

  25. Setting Executive Compensation

    | (1) M.D.C. Holdings, Inc. was removed from our Peer Group in 2024 following its acquisition by Sekisui House. |

  26. Setting Executive Compensation

    The Committee, with input from management and WTW, selected our Peer Group. The Committee selected these companies, which are all engaged in high production homebuilding as their primary business, because they are generally our principal competitors for personnel, customers, land and investment. In 2023, the Peer Group remained the same as in 2022. The Committee utilized the Peer Group data to understand the current compensation practices and levels of our competitors and ensure that our executive compensation was generally consistent and competitive with the components, forms and amounts of compensation paid by our competitors (i.e., reasonable on a relative basis). The Committee did not benchmark our compensation, or any component thereof, to a specific percentile within our Peer Group. Instead, the Committee used the Peer Group data as a point of reference and one of several factors in setting executive compensation. The compensation paid by the Company to its executives may exceed or be less than the amounts reflected in the Peer Group data. The Committee also takes into account that the homebuilding industry is highly competitive and cyclical and Messrs. Schottenstein and Creek have considerable tenure with us, experience in both up and down homebuilding cycles and delivered strong results during their tenure. The Committee believes that this continuity of management and experience is valuable—especially in light of the continued uncertainty impacting the homebuilding industry and the general economy.

  27. 2023 Executive Compensation

    | • | annual cash performance bonus; and |

  28. 2023 Executive Compensation

    | • | long-term equity-based compensation in the form of (1) stock options and (2), in the case of Messrs. Schottenstein and Creek, PSUs. |

  29. Base Salary

    | • | the base salaries of similarly-positioned executives in our Peer Group; |

  30. Annual Cash Performance Bonus

    Annual Cash Performance Bonus The annual cash performance bonus is designed to motivate our Named Executive Officers and reward them based on our achievement of one or more pre-determined, objective performance goals that directly relate to our financial and strategic goals for the year. The annual cash performance bonus opportunity generally represents the most significant portion of each Named Executive Officer’s potential total compensation. The Committee believes the bonus fosters a pay-for-performance culture and accountability for our performance. The bonus is awarded pursuant to our 2009 Annual Incentive Plan, a cash-based incentive plan. Under this Plan, the Committee has the express authority to exercise negative discretion and reduce the amount paid to a participant with respect to an award. During the first quarter of 2023, the Committee established the 2023 annual cash performance bonus program, including the performance goals and award formula that determine the amount of any bonus earned by our Named Executive Officers. The Committee subjectively established the 2023 performance goals and award formula based on:

  31. Annual Cash Performance Bonus

    | • | our 2022 performance; |

  32. Annual Cash Performance Bonus

    | • | our 2023 budget and financial and strategic goals; |

  33. Annual Cash Performance Bonus

    | • | the annual bonus programs for similarly-positioned executives in our Peer Group; |

  34. Annual Cash Performance Bonus

    | • | homebuilding and general economic conditions; |

  35. Annual Cash Performance Bonus

    | • | our past practices; and |

  36. Annual Cash Performance Bonus

    | • | input from WTW. |

  37. Annual Cash Performance Bonus

    The Committee did not assign a specific weighting to any of these factors. The Committee selected Adjusted Pre-Tax Income as the sole performance goal for the 2023 annual cash performance bonus program based on several considerations. First, our principal financial goal for 2023 was to continue to achieve strong profitability (as measured by Adjusted Pre-Tax Income). Second, based on our historical performance of increasing our profitability each year from 2012 through 2022 and the historical design of our annual cash performance bonus program, the Committee continued to believe that the Adjusted Pre-Tax Income metric was an effective driver of our financial and operational performance and incentivized our executives to pursue actions that create sustainable shareholder value. For each year since 2012, our principal financial goal has been to maximize our profitability (as measured by Adjusted Pre-Tax Income) and Adjusted Pre-Tax Income has been the sole performance goal for our annual cash performance bonus program. Third, the Committee noted that the Adjusted Pre-Tax Income metric focused our executives in a balanced manner on increasing revenue, expanding margins and controlling costs, provided a clear connection between pay and performance and was aligned with our operational goals. Fourth, the pre-tax income metric was widely used by our Peer Group with more than half of the companies using pre-tax income as a performance metric in their annual bonus program and all of the companies using a profitability metric. Finally, WTW supported the selection of this metric. For 2023, the Committee (1) established threshold, target and maximum Adjusted Pre-Tax Income performance levels of $75 million, $300 million (which represented the estimated level of Adjusted Pre-Tax Income reflected in our annual strategic plan for 2023) and $450 million, respectively, (2) established maximum potential performance bonuses for Mr. Schottenstein, Mr. Creek and Ms. Krohne of 385%, 275% and 132%, respectively, of their respective 2023 base salaries and (3) designed the award formula so that each Named Executive Officer would earn 37.5%, 100% and 137.5% of his or her target bonus opportunity at the threshold, target and maximum performance levels, respectively. This design was substantially the same as the design of the award formula for our 2022 annual cash performance bonus program, except that the Committee (a) decreased the target and maximum levels of Adjusted Pre-Tax Income from $530 million and $580 million, respectively, in 2022 to $300 million and $450 million, respectively, in 2023 and (b) decreased the amounts that would be earned for performance at the target performance level by 20%. While the Committee was focused on driving performance and continuing to achieve strong profitability when it established the 2023 award formula in the first quarter of 2023, the Committee was mindful, at that time, that 2022 was an extraordinary year for us (with record results) that may not be representative of future years (including the results anticipated for 2023 in our annual strategic plan) and that the homebuilding industry faced challenging conditions (including higher mortgage interest rates, inflationary pressures and uncertainty in the general economy) entering 2023. The Committee accounted for the extraordinary nature of 2022 and the then prevailing uncertainty when setting the target and maximum performance levels at $300 million and $450 million, respectively, which represented decreases of approximately 43% and 22%, respectively, below the target and maximum performance levels for 2022 and decreases of approximately 53% and 30%, respectively, below the Adjusted Pre-Tax Income we achieved in 2022. The Committee structured the payout curve under the 2023 award formula so that the amount earned for Adjusted Pre-Tax Income that (1) fell between the threshold performance level and the target performance level increased proportionately based on linear interpolation and (2) fell between the target performance level and the maximum performance level increased proportionately based on linear interpolation. To foster teamwork and cohesion, the Committee continued to align the payout opportunities for the Named Executive Officers so that each would earn the same percentage of his or her maximum performance bonus opportunity at all performance levels. The following table sets forth the amount that each Named Executive Officer was eligible to earn based on our achievement of the threshold, target and maximum performance levels and the actual amount earned based on our 2023 performance:

  38. Equity-Based Compensation

    Equity-Based Compensation Our equity-based compensation is designed to reward long-term performance, align the interests of our Named Executive Officers and our shareholders, promote retention and balance short-term financial goals with long-term operating decisions. To achieve these objectives, the Committee granted (1) service-based stock options and (2) PSUs in 2023. As a result, 100% of each Named Executive Officer’s equity-based compensation for 2023 depends on our long-term performance or stock price appreciation before any value is realized. 2023 Awards. The Committee subjectively determined the number of stock options and the target number of PSUs granted to the Named Executive Officers in 2023 based on:

  39. Equity-Based Compensation

    | • | our 2023 budget and financial and strategic goals and long-term strategic plan; |

  40. Equity-Based Compensation

    | • | the long-term equity-based compensation for similarly-positioned executives in our Peer Group; |

  41. Equity-Based Compensation

    | • | the number of options and PSUs previously granted to each applicable Named Executive Officer; and |

  42. Equity-Based Compensation

    The Committee did not assign a specific weighting to any of these factors. Stock Options. In February 2023, the Committee awarded Mr. Schottenstein, Mr. Creek and Ms. Krohne stock options to purchase 120,000, 65,000 and 17,500 Common Shares, respectively. In the case of Messrs. Schottenstein and Creek, these awards represented the same number of stock options that he received in 2022. With respect to Ms. Krohne, this award represented an increase of 2,500 service-based stock options. The Committee increased the number of options awarded to Ms. Krohne based on the long-term equity compensation of similarly-situated executives in our Peer Group. All of the options awarded in 2023 vest and become exercisable in 20% increments on the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances), and expire ten years after the date of grant. Because stock options have value only if the price of our Common Shares increases, the Committee believes that options are inherently tied to shareholder return and align the interests of our Named Executive Officers and our shareholders. The Committee further believes that the five-year vesting schedule focuses our Named Executive Officers on our long-term performance, is consistent with the nature of the homebuilding business (i.e., the business requires a relatively long time horizon before a financial benefit is realized), mitigates excessive risk taking in the short-term and serves as a retention tool (unvested options are forfeited if an executive voluntarily terminates his or her employment). PSUs. In February 2023, the Committee awarded Messrs. Schottenstein and Creek 17,027 and 10,216 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the grant date of approximately $1,000,000 and $600,000 (the “2023-2025 PSUs”). In each case, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs awarded to such Named Executive Officer in 2022. The Committee last increased the aggregate grant date market value of the Common Shares underlying the target number of PSUs annually awarded to Messrs. Schottenstein and Creek in 2020. The Committee determined to only award PSUs to executive officers at the Executive Vice President level and above in 2023. The actual number of 2023-2025 PSUs that will vest and be earned (if any) by each applicable Named Executive Officer will be based (1) 80% on our cumulative annual Adjusted Pre-Tax Income (the “2023-2025 Adjusted Pre-Tax Income Performance Goal”) over the three-year performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023-2025 Performance Period”) and (2) 20% on our relative total shareholder return compared to our Peer Group (the “2023-2025 Relative TSR Performance Goal”) over the 2023-2025 Performance Period, and on continued employment (except in certain circumstances). For each performance goal, the Committee established threshold, target and maximum performance levels and the 2023-2025 PSUs will vest, if at all, after completion of the 2023-2025 Performance Period, based upon our actual level of achievement of such performance goal, at the following percentage levels of the target number of 2023-2025 PSUs allocated to such performance goal:

  43. Equity-Based Compensation

    | Level of Achievement of Performance Goal(1)(2) | Percentage of Target 2023-2025 PSUs Vesting(1) | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum or Above | 150% |

  44. Equity-Based Compensation

    | (1) The percentage of the target 2023-2025 PSUs that will vest and be earned for performance between (a) the threshold and target levels will increase proportionately based on linear interpolation from 50% to 100% based on our actual performance and (b) the target and maximum levels will increase proportionately based on linear interpolation from 100% to 150% based on our actual performance. |

  45. Equity-Based Compensation

    Additionally, the applicable Named Executive Officer must remain employed by us through the end of the 2023-2025 Performance Period for the 2023-2025 PSUs to vest and be earned, except in the case of termination due to death, disability or retirement or involuntary termination without cause by us. Any vested 2023-2025 PSUs will be settled on a one-for-one basis in Common Shares. Any 2023-2025 PSUs that do not vest will be forfeited. The 2023-2025 PSUs have no dividend or voting rights. The Committee selected Adjusted Pre-Tax Income as the primary performance goal (weighted 80%) because this metric (1) is a key metric in our internal, long-term financial plan, (2) provides a balanced approach to focusing our executives on achieving our long-term objectives and maximizing performance and (3) is consistent with the long-term incentive plan practices of our Peer Group (nearly all of the companies in our Peer Group use some measure of profitability in their long-term incentive plan with the pre-tax income metric being the most common). The Committee subjectively established the threshold, target and maximum performance levels after considering our projections and strategic plan for the 2023-2025 Performance Period and current and expected homebuilding and general economic conditions. The target level approximates our projected cumulative annual Adjusted Pre-Tax Income for the 2023-2025 Performance Period. It was designed to be reasonably achievable and provide a meaningful opportunity for reward with strong performance. The maximum level was set at approximately 113% of the target level and was designed to incentivize and reward superior performance that exceeds our expectations. The threshold level was set at approximately 79% of the target level and was designed to mitigate the incentive for the executives to take unnecessary risks to achieve the target performance level by providing a reasonable vesting opportunity if our performance falls short of the target but meets a threshold level. Similar to the annual cash performance bonus program, the Committee was mindful, at the time it was establishing the terms of the 2023-2025 PSUs, that 2022 was an extraordinary year for us (with record results) that may not be representative of future years and that the homebuilding industry faced significant headwinds (including higher mortgage interest rates, inflationary pressures and uncertainty in the general economy) entering 2023. The Committee selected relative total shareholder return as the secondary performance goal (weighted 20%) because this metric (1) further aligns the interests of our executives and our shareholders, (2) assesses performance relative to our Peer Group and thereby balances the emphasis on Company-based performance measures and (3) is consistent with the long-term incentive plan practices of our Peer Group (the majority of the companies in our Peer Group use the relative total shareholder return metric in their long-term incentive plan). Relative total shareholder return will be calculated based on changes in the market price of our Common Shares (plus dividends paid on the Common Shares (if any)) over the 2023-2025 Performance Period compared to each company in our Peer Group. Consistent with past practice, the Committee set the threshold, target and maximum performance levels at the 25th, 50th and 75th percentiles of the Peer Group, respectively. Results/Payment for 2021-2023 PSUs. As described in our 2022 Proxy Statement, in February 2021, the Committee awarded Messrs. Schottenstein and Creek 19,297 and 11,578 target number of PSUs, respectively (the “2021-2023 PSUs”). Pursuant to the 2021-2023 PSUs, each such Named Executive Officer was entitled to a grant of our Common Shares ranging from 0% to 150% of his target number of 2021-2023 PSUs based (1) 80% on our cumulative annual Adjusted Pre-Tax Income over the three-year performance period commencing on January 1, 2021 and ending on December 31, 2023 (the “2021-2023 Performance Period”) and (2) 20% on our relative total shareholder return compared to our 2021-2023 PSU Peer Group over the 2021-2023 Performance Period, and on continued employment (except as discussed below). At the time of grant of the 2021-2023 PSUs, the Committee established threshold, target and maximum performance levels for each performance goal and the 2021-2023 PSUs vested after the completion of the 2021-2023 Performance Period based upon our actual level of achievement of such performance goal, at the following percentage levels of the target number of 2021-2023 PSUs allocated to such performance goal:

  46. Equity-Based Compensation

    | Level of Achievement of Performance Goal(1)(2) | Percentage of Target 2021-2023 PSUs Vesting(1) | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum or Above | 150% |

  47. Equity-Based Compensation

    | (1) The percentage of the target 2021-2023 PSUs that vested and were earned for performance between (a) the threshold and target levels increased proportionately based on linear interpolation from 50% to 100% based on our actual performance and (b) the target and maximum levels increased proportionately based on linear interpolation from 100% to 150% based on our actual performance. |

  48. 2021-2023 PSU Award Results

    2021-2023 PSU Award Results

  49. 2021-2023 PSU Award Results

    | | Performance Level | | | Actual Performance | | Performance Goal | Threshold | Target | Maximum | | | Adjusted Pre-Tax Income(1) (weighted 80%) | $675 million | $1,020 million | $1,125 million | $1,777.4 million | | Relative TSR(2) (weighted 20%) | 25% | 50% | 75% | 94% |

  50. 2021-2023 PSU Award Results

    | (1) Adjusted Pre-Tax Income means the Company’s cumulative annual pre-tax income from operations, excluding extraordinary items, such as asset impairments and certain other non-cash write-offs, over the 2021-2023 Performance Period. For 2021, Adjusted Pre-Tax Income was equal to (a) the sum of (i) income before income taxes and (ii) loss on early extinguishment of debt less (b) a one-time gain included in “Other income,”; for 2022, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges; and for 2023, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges, in each case as reflected in our audited consolidated statements of income included in our 2023 Form 10-K. |

  51. 2021-2023 PSU Award Results

    | (2) Relative TSR means the Company’s total shareholder return over the 2021-2023 Performance Period as compared to the total shareholder return of each company in our 2021-2023 Peer Group over the same period. Total shareholder return is calculated based on the change in the market price of the applicable company’s common shares (plus dividends paid on such shares (if any)) over the 2021-2023 Performance Period. The 2021-2023 Peer Group consisted of the same companies that comprise our current Peer Group. |

  52. 2021-2023 PSU Award Results

    For the 2021-2023 Performance Period, (1) we achieved cumulative annual Adjusted Pre-Tax Income of $1,777.4 million and (2) our relative total shareholder return ranked in the 94th percentile of the 2021-2023 Peer Group. Based on these results, the Committee certified a vesting level of 150% of Messrs. Schottenstein’s and Creek’s respective target number of 2021-2023 PSUs and approved grants of 28,945 and 17,367 Common Shares to Messrs. Schottenstein and Creek, respectively. Equity Grant Practices. The Committee grants all equity-based awards (including awards to our non-employee directors) pursuant to the 2018 LTIP. Except in the case of grants for new hires (which are generally made at the first Committee meeting following the hiring date), the Committee grants all equity-based awards at its first regularly scheduled Committee meeting of the year (typically in February). Our Board generally establishes the date of this meeting many months in advance, and the meeting follows our release of earnings for the prior year. We do not have any program, plan or practice to time the grant of equity-based awards with the release of material non-public information. All stock options are awarded at the closing price of our Common Shares on the NYSE on the date of grant (i.e., the date the Committee approves the grant).

  53. Payments in Connection with Termination of Employment or Change in Control

    Payments in Connection with Termination of Employment or Change in Control We do not have employment or severance agreements with any of our Named Executive Officers, other than the change in control agreements described below (the “CIC Agreements”). As a result, we are not obligated to pay any severance or other enhanced benefits to our Named Executive Officers upon termination of employment or a change in control, except, under certain circumstances, for the benefits provided under the CIC Agreements, our equity compensation plans and our annual performance bonus plan. The Committee believes these benefits help us attract and retain exceptional executives and, in the case of the CIC Agreements, align executive and shareholder interests by enabling the applicable executives to pursue business alternatives that maximize shareholder value without a concern for job security. CIC Agreements. We are a party to a CIC Agreement with each of Messrs. Schottenstein and Creek. The CIC Agreements are identical in all respects, except for the amounts payable thereunder, and remain in effect for so long as we employ the applicable executive or until we mutually agree to terminate his CIC Agreement. As previously reported, we entered into the CIC Agreements in 2008 with each of our then executive officers (including Messrs. Schottenstein and Creek). The Committee, at that time, determined that it was in our best interests to enter into the CIC Agreements based on several considerations, including to: (1) serve as a retention tool and ensure the executive officers pursue business alternatives that maximize shareholder value without a concern for job security; (2) focus the executive officers on leading our business through the then ongoing, severe recession in the homebuilding industry; and (3) ensure our compensation practices remained competitive. In connection with Ms. Krohne’s hiring in 2021, the Committee elected not to enter into a CIC Agreement with Ms. Krohne. The CIC Agreements provide Messrs. Schottenstein and Creek with a level of financial protection only upon a loss of employment in connection with a change in control (i.e., a “double trigger”). Under the CIC Agreements, if (1) we terminate the applicable executive officer’s employment without cause within six months prior to, or twenty-four months after, a change in control or (2) the applicable executive officer terminates his employment for good reason within twenty-four months after a change in control, such executive officer will be entitled to:

  54. Payments in Connection with Termination of Employment or Change in Control

    | • | a lump sum payment equal to the sum of: |

  55. Payments in Connection with Termination of Employment or Change in Control

    | • | a pre-determined multiple of his then-current annual base salary, |

  56. Payments in Connection with Termination of Employment or Change in Control

    | • | a pre-determined multiple of his average bonus earned during the five fiscal years immediately preceding the date of termination, |

  57. Payments in Connection with Termination of Employment or Change in Control

    | • | a prorated amount of the annual bonus (if any) which such executive officer is eligible to receive with respect to the fiscal year in which his employment is terminated, calculated based upon (1) the degree to which the performance goals applicable to his bonus have been |

  58. Payments in Connection with Termination of Employment or Change in Control

    | achieved (on a prorated basis) through the last day of the month preceding his termination of employment and (2) the number of full calendar months that have elapsed during the fiscal year in which the termination occurs, and |

  59. Payments in Connection with Termination of Employment or Change in Control

    | • | any unused vacation; and |

  60. Payments in Connection with Termination of Employment or Change in Control

    | • | continued coverage (at no cost) in all of our programs that are subject to the benefit provisions of COBRA for up to a maximum of 24 months unless he obtains replacement coverage. |

  61. Payments in Connection with Termination of Employment or Change in Control

    The pre-determined payment multiples are 2.99 for Mr. Schottenstein and 2 for Mr. Creek. These multiples were selected based primarily on a review of market data for our Peer Group. Under the CIC Agreements, if the payments to be received by an executive officer constitute “excess parachute payments” under Section 280G of the Code, and are subject to excise tax under Section 4999 of the Code, such executive officer will be entitled to a gross-up payment in an amount necessary to ensure that he does not bear the cost of the excise tax, unless a cut-back by less than 10% of the total amount payable would make the excise tax inapplicable (in which case the amount payable to him will be reduced to the extent necessary to make the excise tax inapplicable). This modified gross-up provision was included to balance protecting the executives from any excise tax and limiting our exposure to the cost of a gross-up if the excise tax is triggered by a minimal amount. 2018 LTIP and 2009 LTIP. Under the 2018 LTIP (our current equity compensation plan) and the 2009 LTIP (our former equity compensation plan and under which awards remain outstanding) and the respective form of award agreement that applies to all outstanding stock options thereunder, if a participant’s employment is terminated for any reason other than death, disability, retirement or cause, his or her stock option privileges will be limited to the options then exercisable on the date of termination and expire unless exercised within 60 days after such date. In the case of termination due to death, disability or retirement, all options will become immediately exercisable and expire unless exercised by the applicable expiration date of the option. In the case of termination for cause, a participant will forfeit all of his or her options (whether or not exercisable). In the case of a change in control of the Company, the Committee may take such actions as it deems necessary or desirable with respect to outstanding stock options. However, if in connection with a change in control, the Committee elects to (1) cancel any option, the participant will be entitled to receive a cash payment equal to the excess, if any, of the value of the consideration to be paid in the change in control to holders of the same number of Common Shares as the number of Common Shares underlying the option being cancelled over the aggregate exercise price of the option being cancelled or (2) cause a substitute award to be issued with respect to any option, the substitute award must substantially preserve the value, rights and benefits of the option being substituted. Pursuant to the 2018 LTIP (our only equity compensation plan under which PSUs remain outstanding) and the form of award agreement that applies to all outstanding PSUs thereunder, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), the participant will forfeit all of his or her PSUs. In the case of termination due to death or disability, the number of PSUs that would have vested had the participant remained employed through the end of the performance period (based on our actual performance as of the end of the performance period) will vest and be earned. In the case of termination due to retirement or involuntary termination by us without cause, a prorated portion of the PSUs that would have vested (based on our actual performance as of the end of the performance period) will vest and be earned. The prorated amount will be based on the full number of months that the participant remained employed during the performance period. In the case of a change in control of the Company, the Committee may take such actions as it deems necessary or desirable with respect to outstanding PSUs. However, if in connection with a change in control, the Committee elects to (1) cancel any PSU award, then the target number of PSUs subject to such award will vest and the participant will be entitled to receive a cash payment equal to the product of (a) the value of the consideration to be paid for each Common Share in connection with the change in control and (b) the number of vested PSUs or (2) cause a substitute award to be issued with respect to any PSUs, the substitute award must substantially preserve the value, rights and benefits of the PSUs being substituted. 2009 Annual Incentive Plan. Under our 2009 Annual Incentive Plan, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), he or she will not be eligible to receive any compensation under the Plan for such performance period. In the case of termination due to death, disability, retirement or involuntary termination by us without cause, he or she will be eligible to receive a prorated portion (based on the number of whole calendar months that the participant was employed by us during the performance period) of the compensation that would have been payable (based on our actual performance as of the end of the performance period) if he or she had remained employed for the full performance period. If a participant’s employment is terminated after the end of a performance period but prior to the related payment date, he or she will be entitled to receive any compensation earned for such performance period, except in the event of a termination for cause, in which case he or she will not receive any compensation for such performance period. In the case of a change in control of M/I Homes, each outstanding award under the 2009 Annual Incentive Plan will be deemed earned and payable at its “target” level. For more information concerning the Named Executive Officers’ rights (including quantification of the amounts that would be payable) upon termination of employment or a change in control, see “Compensation of Executive Officers—Potential Payments Upon Termination of Employment or Change in Control.”

  62. Deferred Compensation Plan

    Deferred Compensation Plan The Named Executive Officers may elect to defer payment of all or part of their annual cash performance bonus (if any) to a later date under our Executives’ Deferred Compensation Plan. The deferred amount is allocated to the executive’s deferred compensation account, where the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our Common Shares on the NYSE on the date of such conversion (which is the same day the bonus is paid and the allocation is made). Each executive’s deferred compensation account is credited in an amount equal to any cash dividends paid on our Common Shares based on the phantom stock units then held by the executive. The amount so credited for dividends is also converted into phantom stock units. Subject to Section 409A of the Code, the phantom stock units held by an executive are distributed in the form of whole Common Shares (on a one-for-one basis) within 60 days of the earlier of the date specified by the executive in his or her deferral notice for the applicable plan year or the date his or her employment terminates for any reason other than retirement or, in certain cases, disability (in which case, the date set forth in his or her deferral notice applies), except that, in the event of a change in control, the phantom stock units are distributed in whole Common Shares within 60 days of the date of the change in control if an executive has so elected. We make no contributions under the Executives’ Deferred Compensation Plan (matching or otherwise), and our obligations under the Plan are general unsecured obligations. The Committee believes that, by encouraging ownership of our Common Shares, the Plan further aligns the interests of our executives and our shareholders. None of the Named Executive Officers elected to defer any portion of his or her 2023 bonus. For more information concerning the Named Executive Officers’ participation in the Plan and their respective account balances thereunder as of December 31, 2023, see “Compensation of Executive Officers—Nonqualified Deferred Compensation.”

  63. Looking Forward—2024 Compensation

    Looking Forward—2024 Compensation After reviewing our executive compensation program and data provided by WTW, consulting with WTW and receiving input from our Chief Executive Officer and certain other members of management, in the first quarter of this year, the Committee established our 2024 executive compensation program. Set forth below is a summary of the principal components of the 2024 program. Base Salary. The base salary for Mr. Creek remains at $750,000. The Committee increased Mr. Schottenstein’s base salary from $1,000,000 to $1,100,000 based on our corporate performance and the base salaries of similarly-situated executives in our Peer Group. The Committee increased Ms. Krohne’s base salary from $450,000 to $475,000 based on her individual performance in 2023 and the scope of Ms. Krohne’s responsibilities. Annual Performance Bonus. Each Named Executive Officer is eligible to receive an annual cash performance bonus based on our 2023 Adjusted Pre-Tax Income. Under the 2024 annual cash performance bonus program and similar to the 2023 program, Mr. Schottenstein, Mr. Creek and Ms. Krohne are eligible to receive a maximum bonus of up to 412%, 275% and 132%, respectively, of their respective 2024 base salaries. As described above in “—2023 Executive Compensation—Annual Cash Performance Bonus,” these same percentages applied in 2023 (except in the case of Mr. Schottenstein with respect to whom the Committee increased the percentage of base salary from 385% in 2023 to 412% in 2024 to provide further incentive). Equity-Based Compensation. In February 2024, the Committee awarded Mr. Schottenstein, Mr. Creek and Ms. Krohne 24,065, 12,032 and 3,609 restricted share units, respectively. The restricted share units will vest in one-third increments on the first three anniversaries of the date of grant, subject to the employee’s continued service on the vesting date (except in in certain circumstances) and will be settled in the Company’s common shares. The restricted share units replace the stock options that the Committee awarded to the Named Executive Officers in previous years. The Committee replaced stock options with restricted share units to reduce the compensation expense associated with the equity-based compensation awarded, more closely align the equity-based compensation we award with the equity-based compensation awarded by the members of our Peer Group and enhance the retention value of the equity-based compensation we award. The aggregate grant date fair value of the restricted share units awarded to Mr. Schottenstein, Mr. Creek and Ms. Krohne was approximately the same as the aggregate grant date fair value of the stock options awarded to them in 2023. In February 2024, the Committee also awarded Messrs. Schottenstein and Creek a target number of PSUs, with the underlying Common Shares having a respective aggregate market value on the date of grant of approximately $2,000,000 and $600,000. In the case of Mr. Schottenstein, the Committee increased the aggregate grant date market value of the Common Shares underlying his target 2024 PSU award by $1,000,000 to bring his total compensation closer to the median total compensation of similarly-situated executives in our Peer Group and to increase the percentage of his total compensation that is performance-based. In the case of Mr. Creek, the aggregate grant date market value of the Common Shares underlying his target 2024 PSU award was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs awarded to him in 2023. The PSUs awarded to Messrs. Schottenstein and Creek will vest and be earned, if at all, after the completion of the performance period, which is the three-year period commencing on January 1, 2024 and ending on December 31, 2026, based (1) 80% on our cumulative annual Adjusted Pre-Tax Income and (2) 20% on our relative total shareholder return compared to our Peer Group over the performance period, and on continued employment (except in certain circumstances). The actual number of PSUs that will vest and be earned by each of Messrs. Schottenstein and Creek may be increased by up to 50% (from the target number) if we achieve the maximum performance level for both of the performance goals and may be decreased to zero if we fail to achieve the threshold performance level for both of the performance goals. If we achieve the threshold performance level for both of the performance goals, 50% of each of Messrs. Schottenstein’s and Creek’s target number of PSUs will vest and be earned. The percentage of the target number of PSUs that will vest and be earned for performance between (1) the threshold and target levels will increase proportionately based on linear interpolation from 50% to 100% based on our actual performance and (2) the target and maximum levels will increase proportionately based on linear interpolation from 100% to 150% based on our actual performance. The same threshold, target and maximum performance levels apply to each of Messrs. Schottenstein and Creek. The vested PSUs will be settled on a one-for-one basis in whole Common Shares. The PSUs have no dividend or voting rights. Any portion of the PSUs that do not vest will be forfeited.

  64. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table summarizes the total compensation for the fiscal years ended December 31, 2023, 2022 and 2021 for the Company’s Named Executive Officers:

  65. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Robert H. Schottenstein | 2023 | 1,000,000 | — | 1,019,472 | 2,960,400 | 3,850,000 | 378,723 | 9,208,595 | | Chairman, Chief Executive Officer | 2022 | 1,000,000 | — | 1,012,231 | 1,954,800 | 3,850,000 | 390,442 | 8,207,473 | | and President | 2021 | 1,000,000 | — | 1,017,799 | 1,569,000 | 3,500,000 | 340,996 | 7,427,795 | | Phillip G. Creek | 2023 | 750,000 | — | 611,672 | 1,603,550 | 2,062,500 | 60,999 | 5,088,720 | | Executive Vice President, Chief | 2022 | 750,000 | — | 612,087 | 1,058,850 | 2,062,500 | 75,223 | 4,558,660 | | Financial Officer and Director | 2021 | 650,000 | — | 610,667 | 862,950 | 1,625,000 | 34,784 | 3,783,401 | | Susan E. Krohne (1) | 2023 | 450,000 | — | — | 431,725 | 594,000 | 14,110 | 1,489,835 | | Senior Vice President, Chief Legal | 2022 | 450,000 | — | — | 244,350 | 594,000 | 116,901 | 1,405,251 | | Officer and Secretary | 2021 | 257,885 | 100,000 | — | 243,250 | 262,500 | 39,909 | 903,544 |

  66. Summary Compensation Table for 2023

    | (1) Effective June 1, 2021, the Company hired Ms. Krohne as Senior Vice President, Chief Legal Officer and Secretary. |

  67. Summary Compensation Table for 2023

    | (2) In connection with Ms. Krohne’s hiring, the Company paid Ms. Krohne a one-time bonus in the amount of $100,000 upon the commencement of her employment. |

  68. Summary Compensation Table for 2023

    | (3) The amounts shown reflect the aggregate grant date fair value of the target number of 2023-2025 PSUs, PSUs granted in 2022 (the “2022-2024 PSUs”) and 2021-2023 PSUs granted under the 2018 LTIP during the 2023, 2022 and 2021 fiscal years, respectively, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the Named Executive Officers with respect to such awards. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s 2023 Form 10-K. The actual number of PSUs that will vest and be earned (if any) by each Named Executive Officer will be based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the applicable performance period (which began on January 1, 2023 and ends on December 31, 2025 for the 2023-2025 PSUs, which began on January 1, 2022 and ends on December 31, 2024 for the 2022-2024 PSUs, and which began on January 1, 2021 and ended on December 31, 2023 for the 2021-2023 PSUs) and (b) 20% on our relative total shareholder return compared to our Peer Group over the applicable performance period, and on continued employment (except in certain circumstances). The aggregate grant date fair value of the PSUs assuming we achieve the maximum performance level is as follows: Mr. Schottenstein, $1,529,182 for the 2023-2025 PSUs, $1,518,349 for the 2022-2024 PSUs, and $1,526,675 for the 2021-2023 PSUs; and Mr. Creek, $917,505 for the 2023-2025 PSUs, $910,970 for the 2022-2024 PSUs and $916,003 for the 2021-2023 PSUs. See “Compensation Discussion and Analysis—2023 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the 2023-2025 PSUs granted in the 2023 fiscal year and PSUs granted under the 2018 LTIP generally. |

  69. Summary Compensation Table for 2023

    | (4) The amounts shown reflect the aggregate grant date fair value of stock options granted under the 2018 LTIP during the 2023, 2022 and 2021 fiscal years computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the Named Executive Officers with respect to such awards. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s 2023 Form 10-K. The stock option awards underlying the aggregate grant date fair value for each Named Executive Officer with respect to the 2023, 2022 and 2021 fiscal years are as follows: |

  70. Summary Compensation Table for 2023

    | Name | 2023 (a) (# of shares) | 2022 (a) (# of shares) | 2021 (a) (# of shares) | | Robert H. Schottenstein | 120,000 | 120,000 | 100,000 | | Phillip G. Creek | 65,000 | 65,000 | 55,000 | | Susan E. Krohne | 17,500 | 15,000 | 12,500 |

  71. Summary Compensation Table for 2023

    | (a) These stock options were granted under the 2018 LTIP as the Named Executive Officer’s annual service-based stock option award, vest and become exercisable in 20% increments on the first five anniversaries of the date of grant (subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances)) and expire ten years after the date of grant unless sooner exercised or forfeited. See “Compensation Discussion and Analysis—2023 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the annual service-based stock options granted in the 2023 fiscal year and stock options granted under the 2018 LTIP generally. |

  72. Summary Compensation Table for 2023

    | (5) The amounts shown reflect the non-equity incentive plan cash performance bonuses earned by the Named Executive Officers under the Company’s 2009 Annual Incentive Plan for the 2023, 2022 and 2021 fiscal years. See “Compensation Discussion and Analysis—2023 Executive Compensation—Annual Cash Performance Bonus” for more information concerning the annual cash performance bonuses earned by the Named Executive Officers with respect to the 2023 fiscal year. |

  73. Summary Compensation Table for 2023

    | (6) The following table sets forth the details of “All Other Compensation” paid to each Named Executive Officer with respect to the 2023, 2022 and 2021 fiscal years: |

  74. Summary Compensation Table for 2023

    | Name | Year | Vehicle Allowance ($) (a) | Personal Use of Company Aircraft ($) (b) | Tax Reimbursement ($) (c) | Life Insurance Premiums ($) (d) | Company Contributions to 401(k) Plan ($) (e) | Relocation Expenses ($) (f) | Total ($) | | Robert H. Schottenstein | 2023 | 10,200 | 364,613 | — | — | 3,910 | — | 378,723 | | | 2022 | 10,200 | 376,062 | — | — | 4,180 | — | 390,442 | | | 2021 | 10,200 | 327,115 | — | — | 3,681 | — | 340,996 | | Phillip G. Creek | 2023 | 10,200 | 22,988 | 4,520 | 19,381 | 3,910 | — | 60,999 | | | 2022 | 10,200 | 37,922 | 4,030 | 18,891 | 4,180 | — | 75,223 | | | 2021 | 10,200 | — | 3,021 | 17,882 | 3,681 | — | 34,784 | | Susan E. Krohne | 2023 | 10,200 | — | — | — | 3,910 | — | 14,110 | | | 2022 | 10,200 | — | — | — | 4,180 | 101,730 | 116,901 | | | 2021 | 5,950 | — | — | — | — | 33,959 | 39,909 |

  75. Summary Compensation Table for 2023

    | (a) The amounts shown reflect the aggregate cost to the Company attributable to a monthly automobile allowance. |

  76. Summary Compensation Table for 2023

    | (b) The amounts shown reflect the incremental cost to the Company relating to personal use of the Company’s airplane. The incremental cost for personal use of the Company’s airplane is calculated based on the average variable cost per hour to operate the airplane (which includes fuel, airport services, landing fees, passenger supplies, pilot travel related costs, ground transportation and prorated amount of maintenance and service program) times the hours of personal use. See “Compensation Discussion and Analysis—Benefits and Perquisites” for more information concerning this benefit. |

  77. Summary Compensation Table for 2023

    | (c) The amounts shown reflect the amounts paid by the Company for reimbursement of taxes incurred by Mr. Creek in connection with the Company’s payment of Mr. Creek’s portion of the premium for a supplemental split-dollar life insurance policy for his benefit. |

  78. Summary Compensation Table for 2023

    | (d) The amounts shown reflect the Company’s payment of both its portion and Mr. Creek’s portion of the premium for a supplemental split-dollar life insurance policy for the benefit of Mr. Creek. See “Compensation Discussion and Analysis—Benefits and Perquisites” for more information concerning this benefit. |

  79. Summary Compensation Table for 2023

    | (e) The amounts shown reflect profit-sharing contributions made by the Company to the Named Executive Officers pursuant to the Company’s 401(k) Plan. |

  80. Summary Compensation Table for 2023

    | (f) The amounts shown reflect moving and relocation related expenses paid by the Company in connection with Ms. Krohne’s relocation to Columbus, Ohio. |

  81. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  82. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) (3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) (1) | Threshold (#) (2) | Target (#) (2) | Maximum (#) (2) | | | | | Robert H. Schottenstein | — | 1,050,000 | 2,800,000 | 3,850,000 | | | | | | | | | 2/15/2023 | | | | 8,513 | 17,027 | 25,540 | | | 1,019,472(4) | | | 2/15/2023 | | | | | | | 120,000 | 58.73 | 2,960,400(5) | | Phillip G. Creek | — | 562,500 | 1,500,000 | 2,062,500 | | | | | | | | | 2/15/2023 | | | | 5,108 | 10,216 | 15,324 | | | 611,672(4) | | | 2/15/2023 | | | | | | | 65,000 | 58.73 | 1,603,550(5) | | Susan E. Krohne | — | 162,000 | 432,000 | 594,000 | | | | | | | | | 2/15/2023 | | | | | | | 17,500 | 58.73 | 431,725(5) |

  83. Grants of Plan-Based Awards for 2023

    | (1) The amounts shown reflect the threshold, target and maximum amounts that each Named Executive Officer was eligible to receive with respect to the 2023 fiscal year based on the Adjusted Pre-Tax Income performance goal established by the Compensation Committee for such Named Executive Officer pursuant to the 2009 Annual Incentive Plan as described in “Compensation Discussion and Analysis—2023 Executive Compensation—Annual Cash Performance Bonus.” In 2023, based on our performance with respect to the Adjusted Pre-Tax Income performance goal, each Named Executive Officer earned 137.5% of his or her target performance bonus opportunity, which resulted in a bonus of $3,850,000, $2,062,500, and $594,000 for Mr. Schottenstein, Mr. Creek, and Ms. Krohne, respectively. |

  84. Grants of Plan-Based Awards for 2023

    | (2) The amounts shown reflect the threshold, target and maximum number of 2023-2025 PSUs granted under the 2018 LTIP that the Named Executive Officer is eligible to earn based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the 2023-2025 Performance Period and (b) 20% on our relative total shareholder return compared to our Peer Group over the 2023-2025 Performance Period, and on continued employment (except in certain circumstances). See “Compensation Discussion and Analysis—2023 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the 2023-2025 PSUs granted in the 2023 fiscal year and PSUs granted under the 2018 LTIP generally. |

  85. Grants of Plan-Based Awards for 2023

    | (3) The amounts shown reflect the number of stock options granted under the 2018 LTIP as the Named Executive Officer’s 2023 annual service-based stock option award. These stock options vest and become exercisable in 20% increments on the first five anniversaries of the date of grant (subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances)) and expire on February 15, 2033, unless sooner exercised or forfeited. The stock options have an exercise price equal to the closing price of our Common Shares on the NYSE on the date of grant. See “Compensation Discussion and Analysis—2023 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the annual service-based stock options granted in the 2023 fiscal year and stock options granted under the 2018 LTIP generally. |

  86. Grants of Plan-Based Awards for 2023

    | (4) The amounts shown reflect the aggregate grant date fair value of the target number of 2023-2025 PSUs granted to the Named Executive Officer in the 2023 fiscal year computed in accordance with FASB ASC Topic 718. |

  87. Grants of Plan-Based Awards for 2023

    | (5) The amounts shown reflect the aggregate grant date fair value of the stock options granted to the Named Executive Officer in the 2023 fiscal year computed in accordance with FASB ASC Topic 718. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards (1) | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (8) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (9) | | | Exercisable | Unexercisable | | | | | | Robert H. Schottenstein | | 19,200(2) | 27.62 | 2/19/2029 | | | | | | 40,000(3) | 42.23 | 2/18/2030 | | | | | | 60,000(4) | 51.82 | 2/16/2031 | | | | | | 96,000(6) | 47.59 | 2/17/2032 | | | | | | 120,000(7) | 58.73 | 2/15/2033 | | | | | | | | | 38,039 | 5,239,492 | | Phillip G. Creek | 22,000 | — | 31.93 | 2/15/2028 | | | | | | 11,000(2) | 27.62 | 2/19/2029 | | | | | 33,000 | 22,000(3) | 42.23 | 2/18/2030 | | | | | 22,000 | 33,000(4) | 51.82 | 2/16/2031 | | | | | 13,000 | 52,000(6) | 47.59 | 2/17/2032 | | | | | | 65,000(7) | 58.73 | 2/15/2033 | | | | | | | | | 22,823 | 3,143,640 | | Susan E. Krohne | 2,500 | 7,500(5) | 63.40 | 8/20/2031 | | | | | | 12,000(6) | 47.59 | 2/17/2032 | | | | | | 17,500(7) | 58.73 | 2/15/2033 | | |

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Each of the stock options with an expiration date prior to 2029 was granted under the 2009 LTIP and all other stock options were granted under the 2018 LTIP. All options expire ten years after the date of grant in accordance with the terms of the 2018 LTIP or the 2009 LTIP. |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) These unexercisable options vest on February 19, 2024. |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) 50% of these unexercisable options vest on each of February 18, 2024 and 2025. |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) 33% of these unexercisable options vest on each of February 16, 2024, 2025 and 2026. |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) 33% of these unexercisable options vest on each of August 20, 2024, 2025 and 2026. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) 25% of these unexercisable options vest on each of February 17, 2024, 2025, 2026 and 2027. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) 20% of these unexercisable options vest on each of February 15, 2024, 2025, 2026, 2027 and 2028. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) The amounts shown reflect the aggregate target number of 2022-2024 PSUs and 2023-2025 PSUs awarded to the Named Executive Officer in 2022 and 2023, respectively, under the 2018 LTIP. Assuming that we achieve the maximum performance level applicable to the 2022-2024 PSUs and the 2023-2025 PSUs, the amounts shown would increase to: Mr. Schottenstein, 57,058; and Mr. Creek, 34,234. The actual number of PSUs that will vest and be earned (if any) by the Named Executive Officer will be determined after the applicable performance period (which began on January 1, 2022 and ends on December 31, 2024 for the 2022-2024 PSUs and which began on January 1, 2023 and ends on December 31, 2025 for the 2023-2025 PSUs) based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the applicable performance period and (b) 20% on our relative total shareholder return compared to our Peer Group over the applicable performance period, and on continued employment (except in certain circumstances). The Compensation Committee did not award Ms. Krohne any 2022-2024 PSUs or 2023-2025 PSUs. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) The amounts shown reflect the aggregate market value as of December 31, 2023 of the aggregate target number of 2022-2024 PSUs and 2023-2025 PSUs awarded to the Named Executive Officer in 2022 and 2023, respectively, calculated by multiplying the aggregate target number of 2022-2024 PSUs and 2023-2025 PSUs by $137.74 (the closing price of our Common Shares on the NYSE on December 29, 2023, the last trading day of 2023). Assuming that we achieve the maximum performance level applicable to the 2022-2024 PSUs and the 2023-2025 PSUs, the amounts shown would increase to: Mr. Schottenstein, $7,859,169; and Mr. Creek, $4,715,391. The Compensation Committee did not award Ms. Krohne any 2022-2024 PSUs or 2023-2025 PSUs. |

  99. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  100. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Robert H. Schottenstein | 217,300 | 6,976,054 | 28,945 | 3,608,284 | | Phillip G. Creek | 66,000 | 4,319,714 | 17,367 | 2,164,970 | | Susan E. Krohne | 5,500 | 249,943 | — | — |

  101. Option Exercises and Stock Vested in 2023

    | (1) The amounts shown reflect the difference between the exercise price of the option and the market price of the Common Shares at the time of exercise. |

  102. Option Exercises and Stock Vested in 2023

    | (2) The amounts shown reflect the number of Common Shares issued to the Named Executive Officer on February 15, 2024 in settlement of the vesting of the 2021-2023 PSUs multiplied by $124.66 (the closing price of our Common Shares on the NYSE on February 15, 2024). See “Compensation Discussion and Analysis—2023 Executive Compensation—Equity-Based Compensation” for more information concerning the vesting of the 2021-2023 PSUs. |

  103. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023

  104. Nonqualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) (4) | Aggregate Balance at Last Fiscal Year-End ($) (5) | | Robert H. Schottenstein | — | — | — | — | — | | Phillip G. Creek | — | — | — | — | — | | Susan E. Krohne | — | — | — | — | — |

  105. Nonqualified Deferred Compensation for 2023

    | (1) None of the Named Executive Officers made any contributions during the 2023 fiscal year under the Executives’ Deferred Compensation Plan. For more information concerning the Executives’ Deferred Compensation Plan, see “Compensation Discussion and Analysis—Deferred Compensation Plan.” |

  106. Nonqualified Deferred Compensation for 2023

    | (2) The Company does not make any contributions under the Executives’ Deferred Compensation Plan on behalf of any of the participants in the plan. |

  107. Nonqualified Deferred Compensation for 2023

    | (3) The amounts shown reflect the notional change in the value of the Named Executive Officers’ accounts under the Executives’ Deferred Compensation Plan during the 2023 fiscal year based on the change in value of our Common Shares during the 2023 fiscal year. The Company paid no dividends on its Common Shares during the 2023 fiscal year. None of the amounts reported in this column are reported as compensation in the Summary Compensation Table. |

  108. Nonqualified Deferred Compensation for 2023

    | (4) The amounts shown reflect the market value of the Common Shares distributed to the Named Executive Officers during the 2023 fiscal year (based on the closing price of our Common Shares on the NYSE on the date of the distribution) pursuant to the Executives’ Deferred Compensation Plan. |

  109. Nonqualified Deferred Compensation for 2023

    | (5) The amounts shown reflect the market value as of December 31, 2023 of the Common Shares underlying the whole phantom stock units held in the Named Executive Officers’ accounts under the Executives’ Deferred Compensation Plan based on the closing price of our Common Shares on the NYSE on December 29, 2023. |

  110. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control As described in “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control”, we are a party to a CIC Agreement with each of Robert H. Schottenstein and Phillip G. Creek that provides certain severance and other enhanced benefits if we experience a change in control and the executive’s employment is terminated in connection with that change in control. Other than the benefits that may be payable to Messrs. Schottenstein and Creek under the CIC Agreements (to the extent applicable), the accelerated vesting under certain circumstances of stock options and PSUs granted to the Named Executive Officers under the 2018 LTIP and the 2009 LTIP and certain payments that may be payable to the Named Executive Officers under the 2009 Annual Incentive Plan, we do not currently have employment or severance agreements or other plans or arrangements that provide payments or enhanced benefits to our Named Executive Officers in connection with a termination of employment or change in control. The following table summarizes the potential payments to our Named Executive Officers upon a termination of employment and/or a change in control of the Company (assuming that the triggering event occurred on December 31, 2023):

  111. Potential Payments Upon Termination of Employment or Change in Control

    | Name and Type of Potential Payment | Death ($) | Disability ($) | Retirement ($) | Involuntary Not for Cause Termination ($) | Change in Control ($) | Involuntary Not for Cause Termination Followed by a Change in Control (5) ($) | Involuntary Not for Cause Termination or Voluntary Termination for Good Reason After a Change in Control (6) ($) | | Robert H. Schottenstein | | | | | | | | | Severance Benefits: (1) | — | — | — | — | — | 25,634,822 | 37,905,858 | | Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: (2) | 29,225,504 | 29,225,504 | 29,225,504 | — | 29,225,504 | — | 29,225,504 | | Accelerated Vesting of PSUs Under the 2018 LTIP: (3) | 9,226,376 | 9,226,376 | 6,671,000 | 6,671,000 | 9,226,376 | 9,226,376 | 9,226,376 | | 2009 Annual Incentive Plan Payments: (4) | 3,850,000 | 3,850,000 | 3,850,000 | 3,850,000 | 2,566,667 | 3,850,000 | 2,566,667 | | Total: | 42,301,880 | 42,301,880 | 39,746,504 | 10,521,000 | 41,018,547 | 38,711,198 | 78,924,405 | | Phillip G. Creek | | | | | | | | | Severance Benefits: (1) | — | — | — | — | — | 6,719,827 | 17,348,128 | | Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: (2) | 15,971,350 | 15,971,350 | 15,971,350 | — | 15,971,350 | — | 15,971,350 | | Accelerated Vesting of PSUs Under the 2018 LTIP: (3) | 5,535,771 | 5,535,771 | 4,002,573 | 4,002,573 | 5,535,771 | 5,535,771 | 5,535,771 | | 2009 Annual Incentive Plan Payments: (4) | 2,062,500 | 2,062,500 | 2,062,500 | 2,062,500 | 1,191,667 | 2,062,500 | 1,191,667 | | Total: | 23,569,621 | 23,569,621 | 22,036,443 | 6,065,073 | 22,698,788 | 14,318,098 | 40,046,916 | | Susan E. Krohne | | | | | | | | | Severance Benefits: (1) | — | — | — | — | — | — | — | | Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: (2) | 3,022,025 | 3,022,025 | — | — | 3,022,025 | — | 3,022,025 | | Accelerated Vesting of PSUs Under the 2018 LTIP: (3) | — | — | — | — | — | — | — | | 2009 Annual Incentive Plan Payments: (4) | 594,000 | 594,000 | — | 594,000 | 432,000 | 594,000 | 432,000 | | Total: | 3,616,025 | 3,616,025 | — | 594,000 | 3,454,025 | 594,000 | 3,454,025 |

  112. Potential Payments Upon Termination of Employment or Change in Control

    | (1) The amounts shown are based on the CIC Agreements with our Named Executive Officers as follows: |

  113. Potential Payments Upon Termination of Employment or Change in Control

    For Mr. Schottenstein, of the amounts shown: (a) $12,376,372 represents a lump sum payment equal to the product of (i) 2.99 and (ii) the sum of his base salary at December 31, 2023 and his average annual bonus earned during the 2018-2022 fiscal years; (b) $3,850,000 represents a lump sum payment for his 2023 annual bonus (which amount is equal to the amount he earned under the 2009 Annual Incentive Plan with respect to the 2023 fiscal year and is based on the triggering event occurring on December 31, 2023 and the performance period being deemed to have ended on November 30, 2023, in accordance with the terms of his CIC Agreement); (c) $96,154 represents a lump sum payment for unused vacation; (d) $54,018 represents the estimated cost to the Company of providing continued coverage (at no cost to Mr. Schottenstein) in our group health plan for 24 months; (e) in the event of an involuntary not for cause termination followed by a change in control, $9,258,278 represents estimated excise tax payments payable to Mr. Schottenstein under his CIC Agreement; and (f) in the event of an involuntary not for cause termination or voluntary termination for good reason after a change in control, $21,529,313 represents estimated excise tax payments payable to Mr. Schottenstein under his CIC Agreement. For Mr. Creek, of the amounts shown: (a) $4,548,100 represents a lump sum payment equal to the product of (i) 2.00 and (ii) the sum of his base salary at December 31, 2023 and his average annual bonus earned during the 2018-2022 fiscal years; (b) $2,062,500 represents a lump sum payment for his 2023 annual bonus (which amount is equal to the amount he earned under the 2009 Annual Incentive Plan with respect to the 2023 fiscal year and is based on the triggering event occurring on December 31, 2023 and the performance period being deemed to have ended on November 30, 2023, in accordance with the terms of his CIC Agreement); (c) $72,115 represents a lump sum payment for unused vacation; and (d) $37,112 represents the estimated cost to the Company of providing continued coverage (at no cost to Mr. Creek) in our group health plan for 24 months. No excise tax payments would have been payable to Mr. Creek under his CIC Agreement. In connection with Ms. Krohne’s hiring in June 2021, the Compensation Committee elected not to enter into a CIC Agreement with Ms. Krohne. For more information concerning the CIC Agreements, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.” For purposes of each CIC Agreement, “cause” means: (a) any act of fraud, intentional misrepresentation, embezzlement or misappropriation or conversion of our assets or business opportunities; (b) conviction of a felony; (c) willful refusal to substantially perform his assigned duties; (d) willful engagement in gross misconduct materially injurious to the Company; or (e) breach of any material term of the CIC Agreement. However, “cause” will not arise due to any event that constitutes “good reason” under the CIC Agreement. For purposes of each CIC Agreement, “change in control” means: (a) the acquisition by any person or group of the ownership of our stock that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of our stock; (b) the acquisition by any person or group, within any twelve month period, of the ownership of our stock possessing 30% or more of the total voting power of our stock; (c) the date a majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (d) the acquisition by any person or group, within any twelve-month period, of our assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately before such acquisition. The definition of “change in control” will be interpreted in a manner that is consistent with the definition of “change in control event” under Section 409A of the Code and the Treasury Regulations promulgated thereunder. For purposes of each CIC Agreement, “good reason” means the occurrence of any of the following events during the 24 consecutive calendar months beginning after a change in control occurring during the term of the CIC Agreement to which the executive has not consented in writing: (a) any breach of the CIC Agreement of any nature whatsoever by or on behalf of the Company; (b) a reduction in his title, duties or responsibilities, as compared to either his title, duties or responsibilities immediately before the change in control or any enhanced or increased title, duties or responsibilities assigned to him after the change in control; (c) the permanent assignment to him of duties that are inconsistent with his office immediately before the change in control or any more senior office to which he is promoted after the change in control; (d) a reduction in his base salary; (e) a reduction in the annual cash bonus that he is eligible to receive or a change in the manner in which such annual cash bonus is calculated; (f) a material reduction in the aggregate value of his other annual compensation and/or fringe benefits; (g) a requirement that he relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 30 miles from the principal office or worksite to which he was assigned immediately before the change in control or any location to which he agreed, in writing, to be assigned after the change in control; or (h) we attempt to amend or terminate the CIC Agreement except in accordance with the procedures described therein.

  114. Potential Payments Upon Termination of Employment or Change in Control

    | (2) Pursuant to the terms of the 2018 LTIP and the 2009 LTIP, if a participant’s employment is terminated as a result of death, disability or retirement, all of the participant’s unvested stock options will immediately vest and become |

  115. Potential Payments Upon Termination of Employment or Change in Control

    | exercisable. In the event of a change in control, the Compensation Committee may take such actions, if any, as it deems necessary or desirable with respect to any outstanding stock options, including (a) the acceleration of the vesting and exercisability of options, (b) the payment of cash in exchange for the cancellation of any options and/or (c) the issuance of substitute awards that preserve the value, rights and benefits of any options affected by the change in control. The table assumes that all unvested stock options under the 2018 LTIP and the 2009 LTIP will immediately vest and become exercisable upon a change in control. The amounts shown represent the value of the accelerated stock options as of December 31, 2023, calculated by multiplying the number of accelerated stock options by the difference between the exercise price and the closing price of our Common Shares on the NYSE on December 29, 2023. For more information concerning a participant’s rights upon termination of employment or a change in control under the 2018 LTIP and the 2009 LTIP, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.” As of December 31, 2023, Ms. Krohne did not qualify for “retirement” under the 2018 LTIP. |

  116. Potential Payments Upon Termination of Employment or Change in Control

    For purposes of the 2018 LTIP and the 2009 LTIP, “disability” means: with respect to any award (other than an incentive stock option), unless otherwise provided in the related award agreement, (a) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, (b) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the participant’s employer, or (c) the participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board. For purposes of the 2018 LTIP and the 2009 LTIP, “retirement” means a participant’s termination of employment (other than for cause) on or after the date on which the sum of the participant’s years of service with the Company and its affiliates plus the participant’s age is equal to or greater than 70, provided that the participant has attained the age of 55. For purposes of the 2018 LTIP and the 2009 LTIP, “change in control” means: (a) the members of the Board on the effective date of the 2018 LTIP or the 2009 LTIP, as applicable (including individuals whose election or nomination for election was approved by a majority of such directors), cease for any reason other than death to constitute at least a majority of the members of the Board; (b) the acquisition by any person or group, other than the Company, any subsidiary of the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, of beneficial ownership, directly or indirectly, of 30% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company; (c) the merger, consolidation or other business combination of the Company with or into another entity, or the acquisition by the Company of assets or shares or equity interests of another entity, as a result of which the shareholders of the Company immediately prior to such merger, consolidation, other business combination or acquisition, do not, immediately thereafter, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such merger, consolidation or other business combination of the Company; (d) the sale or other disposition of all or substantially all of the assets of the Company; or (e) the liquidation or dissolution of the Company. Notwithstanding the foregoing, with respect to the payment, exercise or settlement of any award that is subject to Section 409A of the Code, a change in control will not be deemed to have occurred unless the events or circumstances constituting a change in control also constitute a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.

  117. Potential Payments Upon Termination of Employment or Change in Control

    | (3) Pursuant to the terms of the 2018 LTIP, if, during a performance period, a participant’s employment is terminated: (a) as a result of death or disability, then all of the PSUs that would have vested had the participant remained employed through the end of the performance period (based on our actual performance as of the end of the performance period) will vest at the end of the performance period; or (b) involuntarily without cause or as a result of the participant’s retirement, a prorated portion (based on the full number of months that the participant was employed by us during the performance period) of the PSUs that would have vested had the participant remained employed through the end of the performance period (based on our actual performance as of the end of the performance period) will vest at the end of the performance period. For purposes of these termination events, the table reflects actual performance with respect to the 2021-2023 PSUs and assumes that the performance goals applicable to the 2022-2024 PSUs and the 2023-2025 PSUs will be achieved at the target level. |

  118. Potential Payments Upon Termination of Employment or Change in Control

    In the event of a change in control, the Compensation Committee may take such actions, if any, as it deems necessary or desirable with respect to any outstanding PSUs, including (a) the acceleration of the vesting and settlement of any PSUs, (b) the payment of cash in exchange for the cancellation of any PSUs and/or (c) the issuance of substitute awards that preserve the value, rights and benefits of any PSUs affected by the change in control. The table reflects actual performance with respect to the 2021-2023 PSUs and assumes all 2022-2024 PSUs and 2023-2025 PSUs will immediately vest at the target level upon a change in control. The amounts shown represent the value of the PSUs that have been earned or are assumed will be earned or accelerated as described in the foregoing paragraphs of this footnote (3) as of December 31, 2023, calculated by multiplying the number of such PSUs by the closing price of our Common Shares on the NYSE on December 29, 2023. For more information concerning a participant’s rights upon termination of employment or a change in control under the 2018 LTIP, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.”

  119. Potential Payments Upon Termination of Employment or Change in Control

    | (4) Pursuant to the terms of the 2009 Annual Incentive Plan, if, during a performance period, a participant’s employment is terminated involuntarily without cause or as a result of the participant’s death, disability or retirement, the participant will receive a prorated portion (based on the number of whole calendar months that the participant was employed by us during the performance period) of the compensation that would have been payable under the 2009 Annual Incentive Plan if the participant had remained employed for the full performance period. The amounts shown with respect to death, disability, retirement and involuntary not for cause termination represent a lump sum payment equal to the amounts earned by the Named Executive Officers under the 2009 Annual Incentive Plan with respect to the 2023 fiscal year. Pursuant to the terms of the 2009 Annual Incentive Plan, if a change in control occurs during a performance period, each outstanding award thereunder will be considered earned and payable at its “target” level. The amounts shown with respect to a change in control represent a lump sum payment equal to the “target” level under the 2009 Annual Incentive Plan for the 2023 fiscal year awards. For more information concerning a participant’s rights upon termination of employment or a change in control under the 2009 Annual Incentive Plan, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.” As of December 31, 2023, Ms. Krohne did not qualify for “retirement” under the 2009 Annual Incentive Plan. |

  120. Potential Payments Upon Termination of Employment or Change in Control

    For purposes of the 2009 Annual Incentive Plan, “disability” means: (a) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months; (b) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the participant’s employer; or (c) the participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board. For purposes of the 2009 Annual Incentive Plan, “retirement” and “change in control” have substantially the same definitions as described in footnote (3) above with respect to the 2018 LTIP and the 2009 LTIP.

  121. Potential Payments Upon Termination of Employment or Change in Control

    | (5) For purposes of this column, we have assumed that, on December 31, 2023, the Named Executive Officer incurred an involuntary not for cause termination, which was followed by a change in control. For more information concerning a participant’s rights upon termination of employment or a change in control, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.” |

  122. Potential Payments Upon Termination of Employment or Change in Control

    | (6) For purposes of this column, we have assumed that, on December 31, 2023, a change in control occurred, which was followed by the Named Executive Officer’s involuntary not for cause termination or voluntary termination for good reason. For more information concerning a participant’s rights upon termination of employment or a change in control, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.” |

  123. Potential Payments Upon Termination of Employment or Change in Control

    In addition to the amounts shown in the table, pursuant to the terms of the Executives’ Deferred Compensation Plan, the phantom stock units held by each Named Executive Officer will be distributed in the form of whole Common Shares within 60 days of the earlier of the date specified by such Named Executive Officer in his or her deferral notice for the applicable plan year or the date his or her employment terminates for any reason other than disability or retirement (in which case, the date set forth in his or her deferral notice applies), except that, in the event of a change in control of the Company, the phantom stock units will be distributed in whole Common Shares within 60 days of the date of the change in control if such Named Executive Officer has so elected in his or her deferral notice. On December 31, 2023, the market value of the accounts of each of Robert H. Schottenstein, Phillip G. Creek and Susan E. Krohne under the Executives’ Deferred Compensation Plan was $0, $0 and $0. For more information concerning the Named Executive Officers’ rights under the Executives’ Deferred Compensation Plan, see “Compensation Discussion and Analysis—Deferred Compensation Plan.”

  124. 2023 CEO PAY RATIO

    2023 CEO PAY RATIO Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K require the Company to disclose the following information for the year ended December 31, 2023:

  125. 2023 CEO PAY RATIO

    | • | the annual total compensation of our Chief Executive Officer, Robert H. Schottenstein, was $9,208,595; |

  126. 2023 CEO PAY RATIO

    | • | the annual total compensation of our median employee was $106,405; and |

  127. 2023 CEO PAY RATIO

    | • | the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 87 to 1. |

  128. 2023 CEO PAY RATIO

    To identify the median of the annual total compensation of all of our 1,606 active employees as of December 31, 2023, including any full-time, part-time, temporary or seasonal employees but excluding our Chief Executive Officer, we used total wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. The Company changed its methodology for identifying the median employee in 2023 by annualizing the compensation for any full-time or part-time permanent employees who were employed by us on December 31, 2023 but did not work for us for the entire year. We made this change to the methodology to make our pay ratio more comparable to the majority of the members of our Peer Group that also annualize the compensation of full-time and part-time permanent employees who did not work for the company for the entire year. We continued to not make any full-time equivalent adjustments for part-time employees. We consistently applied this compensation measure and methodology to all of our employees included in the calculation. After identifying our median employee, we determined the median employee’s annual total compensation in the same manner that we determine the total compensation of our Named Executive Officers for purposes of the Summary Compensation Table. With respect to the annual total compensation of our Chief Executive Officer, we used the amount for 2023 reported in the “Total” column of the Summary Compensation Table. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  129. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  130. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) (6) | Adjusted Pre-Tax Income (in millions) ($) (7) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (5) | | | | 2023 | 9,208,595 | 43,391,100 | 3,292,874 | 14,239,549 | 350.04 | 263.07 | 465.4 | 617.9 | | 2022 | 8,207,473 | 4,791,541 | 2,981,956 | 1,998,482 | 117.36 | 151.13 | 490.7 | 643.4 | | 2021 | 7,427,795 | 13,186,658 | 1,942,429 | 3,329,440 | 158.02 | 187.16 | 396.9 | 516.3 | | 2020 | 6,882,675 | 8,732,502 | 2,889,120 | 3,786,386 | 112.55 | 124.48 | 239.9 | 319.3 |

  131. PAY VERSUS PERFORMANCE

    | (1) Robert H. Schottenstein was our Chief Executive Officer for each year shown. The amounts shown reflect the amounts of total compensation reported for Mr. Schottenstein for each corresponding year in the “Total” column of the Summary Compensation Table. |

  132. PAY VERSUS PERFORMANCE

    | (2) The amounts shown reflect the amounts of “compensation actually paid” to Mr. Schottenstein as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schottenstein during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for Mr. Schottenstein for the “Total” column of the Summary Compensation Table for 2023: |

  133. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Compensation Actually Paid to PEO ($) | | 2023 | 9,208,595 | (3,979,872) | 38,162,377 | 43,391,100 |

  134. PAY VERSUS PERFORMANCE

    | (a) The amount shown reflects the sum of the amounts reported for Mr. Schottenstein in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for 2023. |

  135. PAY VERSUS PERFORMANCE

    | (b) The amount shown reflects the addition or subtraction, as applicable, of the following: (i) the fair value as of the end of 2023 of the equity awards that we granted to Mr. Schottenstein during 2023 that were unvested and outstanding as of the end of 2023; (ii) the change (positive or negative) in the fair value as of the end of 2023 from the end of 2022 of any equity awards that we granted to Mr. Schottenstein in prior years that were unvested and outstanding as of the end of 2023; and (iii) the change (positive or negative) in the fair value as of the vesting date from the end of 2022 of any equity awards that we granted to Mr. Schottenstein in prior years that vested during 2023. The amounts added or subtracted in calculating the equity award adjustments for 2023 are as follows: |

  136. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Unvested and Outstanding Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 13,644,845 | 23,663,447 | 854,085 | 38,162,377 |

  137. PAY VERSUS PERFORMANCE

    | (3) During 2023 and 2022, our other Named Executive Officers consisted of Phillip G. Creek and Susan E. Krohne. During 2021, our other Named Executive Officers consisted of Mr. Creek, Ms. Krohne and J. Thomas Mason. During 2020, our other Named Executive Officers consisted of Mr. Creek and Mr. Mason. The amounts shown reflect the average of the amounts of total compensation reported for our other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. |

  138. PAY VERSUS PERFORMANCE

    | (4) The amounts shown reflect the average amount of “compensation actually paid” to our other Named Executive Officers as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the average of the actual amount of compensation earned by or paid to the other Named Executive Officers during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation reported for our other Named Executive Officers for the “Total” column of the Summary Compensation Table for 2023: |

  139. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards for Non- PEO NEOs ($) (a) | Average Equity Award Adjustments for Non- PEO NEOs ($) (b) | Average Compensation Actually Paid to Non-PEO NEOs ($) (d) | | 2023 | 3,292,874 | (1,323,474) | 12,270,149 | 14,239,549 |

  140. PAY VERSUS PERFORMANCE

    | (a) The amount shown reflects the average of the sum of the amounts reported for our other Named Executive Officers in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for 2023. |

  141. PAY VERSUS PERFORMANCE

    | (b) The amount shown reflects the addition or subtraction, as applicable, of the following: (i) the average fair value as of the end of 2023 of the equity awards that we granted to our other Named Executive Officers during 2023 that were unvested and outstanding as of the end of 2023; (ii) the average change (positive or negative) in the fair value as of the end of 2023 from the end of 2022 of any equity awards that we granted to our other Named Executive Officers in prior years that were unvested and outstanding as of the end of 2023; and (iii) the average change (positive or negative) in the fair value as of the vesting date from the end of 2022 of any equity awards that we granted to our other Named Executive Officers in prior years that vested during 2023. The amounts added or subtracted in calculating the equity award adjustments for 2023 are as follows: |

  142. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards ($) | Average Year over Year Change in Fair Value of Unvested and Outstanding Equity Awards ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 4,578,073 | 7,403,512 | 288,564 | 12,270,149 |

  143. PAY VERSUS PERFORMANCE

    | (5) The peer group used for this purpose is the Standard & Poor’s 500 Homebuilding Index, which is the same index that we use in our 2023 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Standard & Poor’s 500 Homebuilding Index, respectively. |

  144. PAY VERSUS PERFORMANCE

    | (6) The amounts shown reflect the net income reported in the Company’s audited financial statements for the corresponding year. |

  145. PAY VERSUS PERFORMANCE

    | (7) Adjusted Pre-Tax Income, which is a non-GAAP measure, means the Company’s pre-tax income from operations, excluding extraordinary items, such as asset impairments and certain other non-cash write-offs. For 2020, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes, (b) impairment of inventory and investment in joint venture arrangements and (c) stucco-related charges, net of recoveries, included in “Costs and expenses: Land and housing;” for 2021, Adjusted Pre-Tax Income was equal to (a) the sum of (i) income before income taxes and (ii) loss on early extinguishment of debt less (b) a one-time gain included in “Other income”; for 2022, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges; and for 2023, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges, in each case as reflected in our audited consolidated statements of income included in our 2023 Form 10-K. Adjusted Pre-Tax Income represents the most important performance measure used by the Company to link the compensation actually paid to the Company’s Named Executive Officers to Company performance for 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. |

  146. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the “Pay Versus Performance” table above.

  147. Relationship of Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship of Compensation Actually Paid and Cumulative Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our Chief Executive Officer, the average Compensation Actually Paid to our other Named Executive Officers, and the Company’s and Peer Group’s cumulative total shareholder return over the four most recently completed fiscal years.

  148. Relationship of Compensation Actually Paid and Net Income

    Relationship of Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our Chief Executive Officer, the average Compensation Actually Paid to our other Named Executive Officers, and our net income during the four most recently completed fiscal years.

  149. Relationship of Compensation Actually Paid and Adjusted

    Relationship of Compensation Actually Paid and Adjusted

  150. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Board annually reviews and determines the compensation for our non-employee directors taking into account the recommendations of the Compensation Committee. In connection with this review and determination, the Board and the Compensation Committee consider the compensation paid to the non-employee directors of companies in our Peer Group, the current facts and circumstances relating to our business, our past practices and input from its compensation consultant. The Board believes that our non-employee director compensation should (1) be generally competitive with companies in our Peer Group to ensure that we attract and retain qualified non-employee directors and (2) include a combination of cash and equity-based compensation to align the interests of our non-employee directors and our shareholders. The Board does not have a pre-established policy or target for the allocation between cash and equity-based compensation and, instead, determines the mix of compensation based on what it believes is most appropriate under the circumstances. Based on its annual review in 2023, the Board determined that the non-employee directors would receive in 2023 (1) the same cash compensation as in 2022 and (2) that number of restricted stock units equal to the quotient obtained by dividing $200,000 (the same value that was granted in 2022) by the closing price of our Common Shares on the NYSE on the date of grant. The Board determined the value of the 2023 equity-based compensation based on Peer Group data, our past practices and input from WTW. For 2023, each non-employee director (other than the Lead Independent Director and Chairman of the Compensation Committee, the Chairman of the Audit Committee and the Chairman of the Nominating and Governance Committee) received an annual retainer of $75,000 as payment for his or her service on the Board and any of its committees. The Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Nominating and Governance Committee received an annual retainer of $110,000, $95,000 and $90,000, respectively, and the Lead Independent Director received an additional $20,000 (prorated based on the period served as Committee Chairman or Lead Independent Director). All retainers are paid in equal quarterly installments after each quarterly Board meeting. Non-employee directors may defer payment of their retainer fees pursuant to the Director Deferred Compensation Plan. See footnote (1) to the Director Compensation Table below for a description of this plan. For 2023, each non-employee director also received a grant of restricted stock units under the 2018 LTIP with the underlying Common Shares having an aggregate market value on the date of grant of approximately $200,000 (2,894 restricted stock units). Pursuant to the 2018 LTIP and the applicable form of award agreement, the restricted stock units will vest on the first anniversary of the date of grant (subject to the non-employee director’s continued service on the Board on the vesting date (except in the case of death or disability in which case the restricted stock units will vest on the date of death or disability, as the case may be)) and will be settled in Common Shares upon the director’s separation of service from the Company. Any dividends paid with respect to our Common Shares after the grant date of the restricted stock units will accrue and be added to the restricted stock units and will be paid in Common Shares upon separation of service, except that the payment of any such dividends will be subject to the same terms, conditions and restrictions as the underlying restricted stock units and in no event will any such dividends be paid unless and until the underlying restricted stock units have vested. The Compensation Committee approves all equity-based compensation granted to the non-employee directors. The Compensation Committee generally grants the non-employee director equity-based compensation at its meeting held immediately following the Company’s annual meeting of shareholders, and we do not have any program, plan or practice to time the grant of equity-based awards with the release of material non-public information. In February 2024, the Board increased (1) the annual retainer for the Chairman of the Nominating and Governance Committee to $95,000 and (2) the additional annual payment to the Lead Independent Director to $40,000. In making its recommendation, the Compensation Committee reviewed and considered competitive data provided by WTW regarding the non-employee director compensation for companies in our Peer Group.

  151. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table summarizes the total compensation for the fiscal year ended December 31, 2023 for each of the Company’s non-employee directors. Robert H. Schottenstein and Phillip G. Creek received no additional compensation for their services as directors and their compensation as employees of the Company is shown in the Summary Compensation Table.

  152. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Friedrich K.M. Böhm | 95,000 | 199,946 | 294,946 | | William H. Carter (3) | 65,000 | 199,946 | 264,446 | | Michael P. Glimcher | 92,500 | 199,946 | 292,446 | | Elizabeth K. Ingram | 75,000 | 199,946 | 274,946 | | Nancy J. Kramer | 75,000 | 199,946 | 274,946 | | Bruce A. Soll | 85,000 | 199,946 | 284,946 | | Norman L. Traeger | 90,000 | 199,946 | 289,946 | | Kumi D. Walker | 75,000 | 199,946 | 274,946 |

  153. Director Compensation Table for 2023

    | (1) The amounts shown reflect the annual retainers earned by our non-employee directors for the 2023 fiscal year. Pursuant to the Director Deferred Compensation Plan, each of our non-employee directors may elect to defer to a later date the payment of all or any portion of the retainer fees received for serving as a director. The deferred fees are credited to the non-employee director’s deferred compensation account on the date of payment, where the fees are converted into that number of whole phantom stock units determined by dividing the amount of the deferred fees by the closing price of our Common Shares on the NYSE on such date. Each non-employee director’s deferred compensation account is credited in an amount equal to any cash dividends paid on our Common Shares based on the phantom stock units held by the non-employee director at the time the cash dividends are declared. The amount so credited for dividends is also converted into phantom stock units. The phantom stock units held by a non-employee director are distributed in the form of whole Common Shares within 60 days of the earlier of the date specified by the non-employee director in his or her deferral notice or the date the non-employee director no longer serves as a director. The Board believes that, by encouraging ownership of our Common Shares, the Director Deferred Compensation Plan aligns the interests of our non-employee directors and our shareholders. In 2023, Mr. Soll deferred payment of his annual retainer. For more information concerning the Director Deferred Compensation Plan, including the number of Common Shares held by our non-employee directors pursuant to the Director Deferred Compensation Plan, see “Principal Shareholders.” |

  154. Director Compensation Table for 2023

    | (2) The amounts shown reflect the aggregate grant date fair value of the restricted stock unit awards granted to our non-employee directors under the 2018 LTIP during the 2023 fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s 2023 Form 10-K. The 2,894 restricted stock units granted to each of the non-employee directors on May 10, 2023 had a grant date fair value per unit of $69.09 (based on the closing price of our Common Shares on the NYSE on the date of grant). For the 2006 through 2008 fiscal years, we granted annual director stock unit awards to the non-employee directors under the 2006 Director Plan. In connection with our shareholders’ approval of the adoption of the 2009 LTIP, we terminated the 2006 Director Plan (although outstanding awards under the 2006 Director Plan remain in effect in accordance with their respective terms). For the 2009 through 2017 fiscal years, we granted annual director stock unit awards to the non-employee directors under the 2009 LTIP. In connection with our shareholders’ approval of the adoption of the 2018 LTIP, we terminated the 2009 LTIP (although outstanding awards under the 2009 LTIP remain in effect in accordance with their respective terms). For the 2018 through 2020 fiscal years, we granted annual director stock unit awards to the non-employee directors under the 2018 LTIP. The outstanding director stock units under the 2018 LTIP, the 2009 LTIP and the 2006 Director Plan contain substantially the same terms and the director stock units held by each non-employee director will be settled in Common Shares upon such director’s separation of service from the Company. As of December 31, 2023, Friedrich K.M. Böhm, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Bruce A. Soll, Norman L. Traeger and Kumi D. Walker held 31,527, 23,500, 8,000, 17,000, 0, 31,527 and 0 director stock units, respectively, pursuant to the 2018 LTIP, the 2009 LTIP and/or the 2006 Director Plan. |

  155. Director Compensation Table for 2023

    | (3) Mr. Carter retired as a director effective as of May 31, 2023. |