DEF 14A of Green Brick Partners, Inc., Apr 30, 2025

DEF 14A of Green Brick Partners, Inc.

Filed Apr 30, 2025 · FY20240001373670-25-000052

Open on EDGAR

  1. Proposal 1 – Election of Directors (page 5)

    Proposal 1 – Election of Directors (page 5)

  2. Proposal 1 – Election of Directors (page 5)

    | Director Nominees | | | | | | | | | | AGE | DIRECTOR SINCE | Audit | Comp. | G&S | | | David Einhorn, Chairman President Greenlight Capital, Inc. | 56 | 2006 | | | | | | James R. Brickman Chief Executive Officer Green Brick Partners, Inc. | 73 | 2014 | | | | | | Elizabeth K. Blake (LI) Retired General Counsel | 73 | 2007 | | | | | | Harry Brandler Retired Chief Financial Officer | 53 | 2014 | | | | | | Lila Manassa Murphy Chief Financial Officer Dundee Corporation | 53 | 2022 | | | | | | Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC | 53 | 2014 | | | | | | Richard S. Press Retired Senior Vice President Wellington Management | 86 | 2014 | | | |

  3. Proposal 1 – Election of Directors (page 5)

    | | Chair | | | Member | | LI | Lead Independent Director |

  4. Governance Highlights

    Governance Highlights

  5. Governance Highlights

    | Annual election of directors 100% independent Board committees 5 out of our 7 Board nominees are independent Directors elected by majority vote Director resignation policy for all directors in uncontested elections Robust stock ownership guidelines applicable to directors and executive officers Executive officer compensation recoupment “clawback” policy Lead Independent Director | Independent directors meet in executive session without management present Strong Board oversight of risk management process Audit Committee has oversight of cybersecurity and information systems risk Policies prohibiting hedging and pledging of shares by executive officers and directors Proxy access allows stockholders to nominate directors and have nominees included in the proxy statement Addition of sustainability responsibilities to Governance committee Regular stockholder engagement |

  6. Governance Highlights

    | PROPOSAL NO. 1 ELECTION OF DIRECTORS | | Seven individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board of Directors (the “Board”). | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES. |

  7. Our Board and Our Director Nominees

    Our Board and Our Director Nominees Our Amended and Restated Bylaws (“Bylaws”) allow our Board to set the size of the board and our Board has set the size of the board at seven directors. For the size and scope of our business and operations, our Board believes a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough to bring a broad range of perspectives and experiences to our board room. Any nominee who does not receive a majority vote in an election that is not a contested election is expected to promptly tender his or her resignation to the Chairman of the Board following certification of the stockholder vote. Considering such factors as it deems relevant, the Governance & Sustainability Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Considering the Governance & Sustainability Committee’s recommendation and such other factors as it deems relevant, the Board shall, exercising its business judgment, determine whether to accept or reject the resignation, or whether other action should be taken. Within 90 days from the date of the certification of the stockholder vote, we will promptly publicly disclose the Board’s decision and process (including, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the SEC. If a director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, or his or her earlier resignation, removal, or inability to serve for any reason. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our Bylaws. We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 9 of this proxy statement. The following sets forth certain information with respect to each nominee standing for re-election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

  8. Our Board and Our Director Nominees

    | DAVID EINHORN Chairman AGE: 56 DIRECTOR SINCE: 2006 | BACKGROUND: | | | | | | | | Mr. Einhorn has served as one of our directors since May 2006. Mr. Einhorn has co-founded, and has served as the President of Greenlight Capital, Inc., since January 1996. Funds managed by Greenlight are some of our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University. | | | | | | | Skills & Qualifications: | | | | | | | Mr. Einhorn, our Co-Founder, brings to the Board crucial investment expertise and business experience. | | | | | | | | | | | | JAMES R. BRICKMAN Chief Executive Officer & Director AGE: 73 DIRECTOR SINCE: 2014 | BACKGROUND: Mr. Brickman has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”) and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 40 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University. | | | | | | | Skills & Qualifications: | | | | | | | Mr. Brickman, our Co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations. | | | | | | | | | | | |

  9. Our Board and Our Director Nominees

    | ELIZABETH K. BLAKE INDEPENDENT AGE: 73 DIRECTOR SINCE: 2007 Lead Independent Director COMMITTEES: •Compensation •Governance & Sustainability | BACKGROUND: | | | | | Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat for Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents. | | | Skills & Qualifications: | | | | | Ms. Blake brings to the Board extensive executive leadership, corporate governance expertise, and risk management knowledge through her experience as a director and executive of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry. | | | | |

  10. Our Board and Our Director Nominees

    | HARRY BRANDLER INDEPENDENT AGE: 53 DIRECTOR SINCE: 2014 COMMITTEES: •Compensation (Chair) •Governance & Sustainability | BACKGROUND: | | | | | | Mr. Brandler has served as one of our directors since October 2014. Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. From 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996. | | | | | | Skills & Qualifications: | | | | | | | Mr. Brandler brings to the Board a unique understanding of our strategies and operations through nine years of service as a member of the Board and 23 years of finance, accounting and management experience. | | | | | | | | |

  11. Our Board and Our Director Nominees

    | LILA MANASSA MURPHY AGE: 53 DIRECTOR SINCE: 2022 COMMITTEES: • Audit (Chair) • Compensation | BACKGROUND: | | | | Ms. Manassa Murphy has served as one of our directors since April 2022. Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange that is focused on holding and managing investments in the energy, natural resources, agriculture and real estate industries. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500 investment firm with a dedicated focus on natural resources and hard assets. Prior to that, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on gold and natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a Chartered Financial Analyst and a Certified Public Accountant. Ms. Manassa Murphy holds a Bachelor of Arts degree from New York University and is an active member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment. | | | | | | | KATHLEEN OLSEN INDEPENDENT AGE: 53 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability | BACKGROUND: | | | | | Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Since 2021, Ms. Olsen has been an adjunct professor at Fordham Gabelli School of Business. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. In addition, Ms. Olsen currently sits on the Board of Trustees of Lockwood-Mathews Mansion Museum and Saint Catherine Center for Specials Needs. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. | | | Skills & Qualifications: | | | | | Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience. | | | | |

  12. Our Board and Our Director Nominees

    | RICHARD S. PRESS INDEPENDENT AGE: 86 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability (Chair) • Insurance (Chair) | | BACKGROUND: | | | | | | Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anesthesia Associates of Massachusetts and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 – 2013). He is currently a director of Millwall Holdings Limited and The Millwall Football & Athletic Company. Mr. Press earned a B.A. from Brown University in 1960, and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964. | | | | | Skills & Qualifications: | | | | | Mr. Press brings to the Board an extensive background in finance, insurance and risk management, as well as public company board and committee experience. | | | | | |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors for 2024. Mr. Brickman, our Chief Executive Officer, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mr. Brickman’s compensation, see “Executive Compensation” beginning on page 36.

  15. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | David Einhorn | 150,000 | - | 150,000 | | Elizabeth K. Blake | - | 239,458 | 239,458 | | Harry Brandler | 60,000 | 259,426 | 319,426 | | Kathleen Olsen | 100,000 | 139,723 | 239,723 | | Lila Manassa Murphy | 62,500 | 264,392 | 326,892 | | Richard S. Press | 70,000 | 279,394 | 349,394 |

  16. 2024 Director Compensation Table

    ———————————— (1)Amount reflects the amount of annual retainer paid in cash. As discussed above, each of the independent directors may elect to receive shares of restricted stock in lieu of the annual cash retainer. Ms. Blake elected to receive her fees for the full calendar year 2024 in shares of restricted stock. Each of Mr. Brandler, Ms. Manassa Murphy and Mr. Press elected to receive a portion of their cash compensation for calendar year 2024 in shares of restricted stock. (2)Amount reflects the aggregate grant date fair value of the shares of restricted stock granted on March 5, 2024 as the Annual Equity Award including the shares of restricted stock issued in lieu of the annual cash retainer, as computed in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards and do not necessarily correspond to the actual value that may be realized for these awards by our independent directors. For additional information on the valuation assumptions regarding the restricted stock awards, refer to Note 10 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. (3)The following table sets forth the aggregate number of shares of restricted stock outstanding, as of December 31, 2024, for each of our independent directors. Please see “Security Ownership” on page 49 for the total number of shares held by our directors.

  17. Director Compensation

    Director Compensation

  18. Director Compensation

    | Name | Restricted Stock | | Elizabeth K. Blake | 4,629 | | Harry Brandler | 5,015 | | Kathleen Olsen | 2,701 | | Richard S. Press | 5,401 | | Lila Manassa Murphy | 5,111 |

  19. Evaluating Relative Competitive Position

    Evaluating Relative Competitive Position Annually, the Compensation Committee evaluates Green Brick’s executive compensation program and approves the design of the annual incentive plan. As discussed above under the responsibilities of the Compensation Committee on page [21], the Compensation Committee has authority to retain compensation consultants, outside legal counsel and other advisors as it deems appropriate to assist in fulfilling its responsibilities. 2024 Peer Group. In early 2024, the Compensation Committee selected and retained Pearl Meyer to conduct a competitive compensation analysis for our NEOs and to provide recommendations for 2024 compensation against such analysis. In connection with such analysis, Pearl Meyer recommended, and the Compensation Committee approved, utilizing a group of seven comparative homebuilders for informing the Committee regarding the target opportunities available to our NEOs. In developing the comparative peer group, the Compensation Committee noted that homebuilding presents challenges and requires unique skills and therefore, selected only public homebuilders as this group, along with a private homebuilder, are the companies with which Green Brick competes for talent. The Compensation Committee further noted that Green Brick’s business model and operations, which includes significant long-term land acquisition and land development activities, differs from those of its comparative peer group making comparisons with such group somewhat inapposite. Nevertheless, in evaluating the potential homebuilders for inclusion, the Compensation Committee took into consideration total revenue, pre-tax income, return on assets, market capitalization and 5-Year total shareholder return (“TSR”). While the Compensation Committee strives to select companies that are of comparable size based on the identified financial metrics, it also recognizes that as Green Brick operates in a smaller number of markets, it is important to focus on financial metrics that reflect efficiency and profitability, not just size. Based on these considerations, the 2024 comparative peer group (the “2024 Peer Group”) was comprised of the following companies and Green Brick’s relative position compared to the 25th, median and 75th percentile of the 2024 Peer Group with respect to the five measures identified by the Compensation Committee were as follows:

  20. Evaluating Relative Competitive Position

    | 2024 Peer Group | | | Beazer Homes USA | LGI Homes | | Century Communities | M/I Homes | | Dream Finders Homes | Tri Pointe Homes | | Hovnanian Enterprises | |

  21. Evaluating Relative Competitive Position

    Data Source: S&P’s Capital IQ The Compensation Committee noted that while Green Brick had the lowest revenue of the 2024 Peer Group based on its relative size to these peers, it delivered the highest ROA, the 63rd percentile in terms of absolute pre-tax income and a 5-Year TSR at the 89th percentile of the 2024 Peer Group. In addition, the Compensation Committee considered that Green Brick had delivered the highest gross margin and the highest new revenue growth of the 2024 Peer Group, noting that these were not the metrics that had been identified for this analysis. Once the 2024 Peer Group had been selected, the Compensation Committee reviewed the target total direct compensation of the NEOs against estimated 2024 target total direct compensation levels of the 2024 Peer Group. As this review was conducted in the first part of the year, 2024 target total direct compensation was estimated based on an assumed four percent annual increase to the historical information available, based on input from Pearl Meyer. Based on such review, the Compensation Committee noted that while base salaries and target annual cash were slightly above the 50th percentile of the 2024 Peer Group, three of the four NEOs had the lowest target total direct compensation of the 2024 Peer Group while one of the NEOs was between the 25th and the 50th percentile. While the Compensation Committee does not formally benchmark against this comparative group, the Compensation Committee believes that data from this comparative group are factors to consider along with the value of each executive to the Company at the individual level, industry factors, and general compensation trends. 2025 Peer Group. In the second half of 2024, in connection with renewal of the CEO’s employment agreement, the Compensation Committee selected and retained F.W. Cook & Co., Inc. (“FW Cook”) to review the companies that comprise our Peer Group and propose changes as advisable, to assist the Compensation Committee in developing a Long-Term Incentive Program (LTIP) for implementation in 2025. FW Cook was also retained to evaluate and make recommendations for the CEO’s compensation. In connection with such review, FW Cook sought to propose a group that reflects Green Brick’s positioning versus peers on key metrics, and that is also large enough to provide the basis for sound insight and guidance to the Compensation Committee. To determine the appropriate group, the Compensation Committee reviewed genuine homebuilders (excluding modular focused and building products companies) with revenue roughly 1/3 to 3 times that of Green Brick. Following the review, FW Cook recommended, and the Compensation Committee approved, a nine-company peer group comprised of U.S. companies in the homebuilding industry, adding two companies to the 2024 Peer Group. Consequently, the following peer companies were utilized as input in setting Mr. Brickman’s compensation for his renewed employment agreement in October 2024 and will be used for 2025 compensation decisions (the “2025 Peer Group”).

  22. Evaluating Relative Competitive Position

    | 2025 Peer Group | | | Beazer Homes | LGI Homes | | Century Communities. | Meritage Homes | | Dream Finders Homes | M/I Homes | | Hovnanian Enterprises | Tri Pointe Homes | | KB Homes | |

  23. Evaluating Relative Competitive Position

    In addition, four additional much larger homebuilding companies, D.R. Horton, Lennar Corp., PulteGroup and Toll Brothers, were included to act as “below the line” comparators. While each of the four “below-the-line comparators” are much larger homebuilders, the Compensation Committee felt that also reviewing the executive compensation design and program structures of these companies as well would be helpful in the design of Green Brick’s overall executive compensation program, including the adoption of a new LTIP for 2025.

  24. Role of Executives in Establishing Compensation

    Role of Executives in Establishing Compensation Annually, the CEO proposes the financial and operational metrics and threshold, target and maximum performance levels for the Annual Incentive Program, subject to the review and approval by the Compensation Committee. The CEO also proposes the strategic objectives that will determine individual achievement under our Annual Incentive Program. These individual strategic objectives are then reviewed and approved by the Compensation Committee for all NEOs. At the end of each year, the CEO provides an evaluation of each NEO’s performance, including himself, and recommends the extent to which NEO (other than himself) has met their strategic objectives. The Compensation Committee then evaluates the performance of the CEO and each other NEO and determines the final individual achievement and the incentive payout for the CEO and each NEO. Our incentive opportunity baselines are set in each NEO’s employment agreement; however, both annually and in connection with the renewal of each NEO employment agreement (other than his own), the CEO provides the Compensation Committee with recommendations regarding base salary and annual incentive opportunity.

  25. New CEO Employment Agreement

    New CEO Employment Agreement During late 2024, the Compensation Committee reviewed Mr. Brickman’s compensation package in connection with the renewal of his 2014 employment agreement. The Compensation Committee requested that FW Cook provide the Committee with an analysis of Mr. Brickman’s compensation compared to the new 2025 Peer Group and provide recommendations. In evaluating Mr. Brickman’s compensation package, the Committee noted that it was challenging to evaluate Mr. Brickman’s comparative positioning due to the fact that Green Brick’s business model and operations, which includes significant long term land acquisition and land development activities, differs from those of its comparative peer group making comparisons with such group somewhat inapposite . Moreover, Green Brick had not traditionally provided an equity based LTIP and rather paid 50% of its annual incentive in equity. The Compensation Committee noted that while Mr. Brickman was above the 75th percentile on both base salary and target annual incentive, due to the fact that Green Brick did not have a LTIP, he was materially below the 25th percentile with respect to target total direct compensation, slightly below the 25th percentile in target total cash compensation and materially below the 25th percentile in target total equity compensation. The Compensation Committee further noted that Mr. Brickman had not had an increase in his base salary since 2014, despite growing the Company and delivering material shareholder value that exceeded that of virtually all its peers. Consequently, the Compensation Committee decided to increase his base salary by 2.8% and increase his target annual incentive opportunity by 5.7%, payable in cash and stock. In addition, the Compensation Committee approved adopting for 2025 a LTIP that would provide for both time-based and performance-based equity awards, and setting, in 2025, a target long-term equity incentive award for Mr. Brickman that would allow his target total direct compensation to become more market competitive.

  26. Base Salaries

    | Annual Incentive Compensation Plan |

  27. Base Salaries

    Why we pay annual incentive compensation. Our Annual Incentive Compensation Plan is the key component of our executive compensation program. Our Annual Incentive Compensation Plan seeks to incentivize and reward our NEOs for annual financial and operational performance on those metrics and strategic objectives that the Compensation Committee believes will drive short-term and long-term stockholder value. How annual incentive compensation opportunities are determined. In connection with the negotiation and execution of each NEO’s employment agreement, the Compensation Committee reviews and sets a baseline target annual incentive opportunity for each of the three years of the employment agreement term, subject to annual review by the Compensation Committee. In setting the target annual incentive opportunity for the NEOs, a number of factors will be considered, including the NEO's position complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, retention risks, market changes and the economic and business conditions affecting Green Brick at the time of the evaluation. Based on the respective NEO’s employment agreements, the 2024 incentive opportunities for each of our NEOs were as follows:

  28. Base Salaries

    | Name | 2024 Annual Incentive Opportunity | | James R. Brickman | $3,499,500 | | Richard A. Costello | $675,000 | | Jed Dolson | $2,624,625 | | Neal Suit | $450,000 |

  29. Base Salaries

    In accordance with the terms of each NEO’s respective employment agreement, the Compensation Committee may elect to pay up to 50% of any annual incentive compensation payout in shares of common stock. How annual incentive compensation performance is evaluated. Our Compensation Committee annually reviews and, if necessary, revises the appropriateness of each of the performance metrics, their correlation to Green Brick’s overall growth strategy, and the impact of such performance metrics on long-term stockholder value. In 2024, the Compensation Committee decided to retain the same design structure for the Annual Incentive Compensation Program as was used in 2023. Consequently, for 2024, the Annual Incentive Compensation for Messrs. Brickman, Costello and Dolson was evaluated based on the four components discussed below, while the Annual Incentive for Mr. Suit was based on the same components, minus relative TSR, given in his role as General Counsel that he does not have oversight of financial results.

  30. Base Salaries

    | Performance Metric | Objectives/Structures | • | Behavioral Focus | | Operational and Financial Performance Relative To Peers | •Based on relative performance to peers for oHome Closings Revenue Growth oHomebuilding Gross Margin oReturn on Assets •Represents 25% of AIP opportunity •Up to 50%, at option of Committee, may be paid in equity | • | •Provides incentive to maximize performance even in strong real estate cycles •Rewards achievement of key metrics that contribute to long-term value | | | | • | | | EPS | •Based on absolute EPS performance •Rigorous target set at above prior year actual results •Represents 25% of annual incentive opportunity •Up to 50%, at option of Committee, may be paid in equity | • | • Provides incentive to deliver annual profitability that drives stockholder value | | Relative TSR | •Based on relative TSR performance against peer group and S&P 500 •Represents 20% of AIP opportunity for each NEO other than GC •Up to 50%, at option of Committee, may be paid in equity | • | • Promotes alignment with stockholders | | Strategic Objectives | •Tied to position and responsibility •Based on strategic objectives •Represents 30% (or 50% for GC) of AIP opportunity •Up to 50%, at option of Committee, may be paid in equity | • | •Rewards operational and initiatives that drive long-term growth |

  31. 2024 Annual Incentive Plan Metrics and Performance

    2024 Annual Incentive Plan Metrics and Performance

  32. Earnings Per Share

    Earnings Per Share For 2024, up to 25% of each NEO’s annual incentive opportunity could be earned based on Green Brick’s EPS for the year. The Compensation Committee set performance levels of (1) threshold, at which there will be a payout of 50% of the component opportunity, (2) target, at which there will be a payout of 100% of the component opportunity, and (3) maximum, at which there will be payout of 200% of the component opportunity. Below the threshold performance level, no payout is earned. For amounts earned between each performance level, the payout is calculated on a linear basis.

  33. Total Shareholder Return

    | TSR Peer Group | | | | Beazer Homes | Lennar | Toll Brothers | | Century Communities | M/I Homes | Tri Pointe Homes | | Hovnanian | PulteGroup | S&P 500 |

  34. Total Shareholder Return

    2024 Results. Based on our TSR performance, we met or exceeded (i) 78% of the TSR Peer Group over the trailing one-year period—earning 200% of the component opportunity, (ii) 78% of the TSR Peer Group over the trailing three-year period—earning 200% of the component opportunity and (iii) 89% of the TSR Peer Group over the trailing five-year period—earning 200% of the component opportunity.

  35. Strategic Objectives

    Strategic Objectives The individual strategic objectives component of our Annual Incentive Compensation Plan is intended to reward managerial decision-making, behavioral interaction, and overall contribution. At the beginning of the year, the Compensation Committee approves for each NEO multiple quantitative and qualitative strategic objectives. These strategic objectives correspond to relevant business goals depending on the role. None of the individual strategic objectives is material to understanding the Annual Incentive Compensation Plan nor how the payout under our Annual Incentive Compensation Plan was determined in 2024. For amounts earned between each performance level, the payout is calculated on a linear basis. At the end of each year, the Compensation Committee, with recommendations from the CEO, evaluates the individual performance of each NEO against his respective strategic objectives. As discussed above, for each of our NEOs, achievement of the strategic objectives represented 30% of each of Messrs. Brickman’s, Costello’s and Dolson’s respective annual incentive opportunity, and 50% of Mr. Suit’s annual incentive opportunity. 2024 Results. In evaluating, the performance of each NEO, the Compensation Committee considered the following achievements for each NEO:

  36. Strategic Objectives

    2024 Results. Based on each NEOs respective performance, Messrs. Brickman, Dolson, Costello and Suit earned 200% of their respective component opportunity. 2024 Payouts. In early 2025, the Compensation Committee reviewed each of the components of the Annual Incentive Compensation Plan and the performance levels achieved as discussed above. Consistent with prior experience, the Compensation Committee elected to pay 50% of the annual incentive payout in fully vested shares of common stock. The actual amount of Annual Incentive Compensation Earned for 2024 is as follows:

  37. Strategic Objectives

    | | Annual Incentive Bonus | | | | | Cash($) | Stock($) | Total($)(1) | | James R. Brickman | 3,499,500 | 3,499,500 | 6,999,000 | | Richard A. Costello | 675,000 | 675,000 | 1,350,000 | | Jed Dolson | 2,624,625 | 2,624,625 | 5,249,251 | | Neal Suit | 450,000 | 450,000 | 900,000 |

  38. Strategic Objectives

    Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” and impose excise taxes on these payments in connection with a change in control. The Compensation Committee considers the adverse tax liabilities imposed by Sections 280G and 4999, among other competitive factors, when it structures certain post-termination compensation payable to our NEOs. However, the potential adverse tax consequences to our company and/or the executive are not necessarily determinative in such decisions.

  39. Compensation Committee Report on 2024 Executive Compensation

    | Summary Compensation Table |

  40. Compensation Committee Report on 2024 Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | James R. Brickman, Chief Executive Officer | 2024 | 1,516,667(1) | — | 3,146,000 | 3,499,500 | 13,420 | 8,175,587 | | | 2023 | 1,500,000 | — | 3,100,497 | 3,146,000 | 13,380 | 7,759,877 | | | 2022 | 1,500,000 | — | 1,349,988 | 3,100,500 | 10,350 | 5,960,838 | | Richard A. Costello, Chief Financial Officer | 2024 | 550,000 | — | 499,333 | 675,000 | 12,420 | 1,736,753 | | | 2023 | 450,000 | — | 439,000 | 499,333 | 12,750 | 1,401,083 | | | 2022 | 450,000 | — | 399,998 | 439,000 | 5,178 | 1,294,176 | | Jed Dolson, President, Chief Operating Officer | 2024 | 800,000 | — | 1,716,000 | 2,624,625 | 14,620 | 5,155,245 | | | 2023 | 638,333 | — | 1,558,468 | 1,716,000 | 17,355 | 3,930,156 | | | 2022 | 600,000 | — | 1,152,997 | 1,558,500 | 20,550 | 3,332,047 | | Neal Suit, EVP, General Counsel | 2024 | 300,000 | — | 450,000 | 450,000 | 13,620 | 1,213,620 | | | 2023 | 300,000 | — | 344,954 | 450,000 | 13,214 | 1,108,168 | | | 2022 | 279,166 | 37,500 | 20,013 | 167,500 | 8,925 | 513,104 |

  41. Compensation Committee Report on 2024 Executive Compensation

    | Grants of Plan Based Awards Table |

  42. Compensation Committee Report on 2024 Executive Compensation

    | Outstanding Equity Awards at Fiscal Year End |

  43. Compensation Committee Report on 2024 Executive Compensation

    | Option Exercises and Stock Vested |

  44. Compensation Committee Report on 2024 Executive Compensation

    | Potential Payments Upon Termination or Change in Control |

  45. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table Assuming a termination of employment (including due to expiration of the term) occurred as of December 31, 2024, each of Messrs. Brickman, Costello, Dolson and Suit would be entitled to receive the payment and benefits set forth in the following table.

  46. Potential Payments Upon Termination Table

    | | James R. Brickman | Richard A. Costello | Jed Dolson | Neal Suit | | Termination by the Company without Cause/Resignation by Executive for Good Reason | • A cash severance payment equal to $10,199,000, calculated as two times (2x) the sum of (i) base salary ($1,600,000) plus (ii) target bonus for year of termination ($3,499,500). | • A cash severance payment equal to $1,225,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($675,000). | • A cash severance payment equal to $6,348,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($800,000) plus (ii) bonus in respect of prior year ($3,432,000). | • A cash severance payment equal to $1,125,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($300,000) plus (ii) target bonus for year of termination ($450,000). | | Termination by the Company without Cause/Resignation by Executive for Good Reason following a Change in Control | • A cash severance payment equal to $15,298,500, calculated as three times (3x) the sum (i) base salary ($1,600,000) plus (ii) target bonus for year of termination ($3,499,500). | A cash severance payment equal to $1,475,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($675,000), plus (iii) $250,000. | Same as above | Same as above |

  47. Potential Payments Upon Termination Table

    Mr. Costello resigned effective March 17, 2025, and in accordance with his employment agreement, Mr. Costello did not receive any additional compensation. For purposes of the severance payments discussed above, the relevant definitions are as follows: • “Cause,” shall mean the executive’s: (i) commission of a felony or a crime of moral turpitude, (ii) engaging in conduct that constitutes fraud or embezzlement, (iii) engaging in conduct that constitutes gross negligence or willful misconduct that results or could reasonably be expected to result in harm to our business or reputation, (iv) breaching any material terms of the executive’s employment or (v) continued willful failure to substantially perform executive’s duties. • “Good Reason,” means any of the following actions taken by us without the executive’s written consent: (i) any material failure by us to fulfill our obligations under the respective employment agreement, (ii) a material and adverse change to, or a material reduction of, the executive’s duties and responsibilities or, following a Change in Control, a change in the executive’s reporting position such that the executive no longer reports directly to the board of directors of the parent corporation in a group of controlled corporations and other entities, (iii) a material reduction in executive’s then current Annual Base Salary (not including any broader compensation reductions by the Board that are not limited to the executive specifically and do not reduce the executive’s salary by more than 10% in the aggregate) or (iv) the relocation of executive’s primary office to a location more than fifty (50) miles from the prior location, which materially increases executive’s commute to work. • “Change in Control” means any of the following events have occurred: (i) any person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then-outstanding securities; (ii) a majority of our Board is not constituted of (A) individuals who were on our Board as of the date of the respective employment agreement and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest) whose appointment or election by our Board or nomination for election by our stockholders was approved or recommended by a vote of at least two-thirds of the incumbent directors; (iii) a merger or consolidation of our company is consummated, other than (A) a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities; or (iv) a liquidation or dissolution of our company.

  48. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, James R. Brickman. As of December 31, 2024, our employee population consisted of approximately 650 individuals working at Green Brick and our subsidiaries all within the United States. We previously identified our median employee as of December 31, 2022, the last day of our 2022 fiscal year by calculating the amount of annual total cash compensation (salary plus bonus and commissions) paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Based on this methodology, the median employee in 2022 was a full-time, salaried employee. As of December 31, 2024, this employee was employed in the same capacity and we believe that there have been no significant changes to our employee compensation arrangements or in our employee population that would significantly affect our pay ratio disclosure. Therefore, to determine our pay ratio for 2024, we used the same median employee identified in 2022. We calculated the 2024 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2024 was $131,055. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 62 to 1. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  49. CEO Pay Ratio

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Home Closings Revenue (in thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $8,175,587 | $8,175,587 | $2,701,873 | $2,721,165 | $492.07 | $242.76 | $417,155 | $2,069,756 | | 2023 | $7,759,877 | $7,759,877 | $2,146,469 | $2,181,195 | $452.44 | $220.06 | $306,675 | $1,767,788 | | 2022 | $5,960,838 | $5,960,838 | $1,538,111 | $1,538,410 | $211.06 | $136.96 | $313,997 | $1,696,911 | | 2021 | $5,087,182 | $5,087,182 | $1,814,672 | $1,814,672 | $264.20 | $192.00 | $204,381 | $1,305,620 | | 2020 | $3,483,687 | $3,483,687 | $1,416,339 | $1,416,339 | $200.00 | $127.81 | $117,797 | $923,901 |

  50. CEO Pay Ratio

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our PEO, James R. Brickman, for the respective years shown. Column (c). CAP for our Principal Executive Officer (our CEO) in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2024, 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.

  51. CEO Pay Ratio

    | Year PEO | 2020 Mr. Brickman | 2021 Mr. Brickman | 2022 Mr. Brickman | 2023 Mr. Brickman | 2024 Mr. Brickman | | SCT Total Compensation ($) | $3,483,687 | $5,087,182 | $5,960,838 | $7,759,877 | $8,175,587 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | $750,137 | $1,225,000 | $1,349,988 | $3,100,497 | $3,146,000 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $750,137 | $1,225,000 | $1,349,988 | $3,100,497 | $3,146,000 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | - | - | - | - | - | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | - | - | - | - | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | - | - | - | - | - | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | - | | Compensation Actually Paid ($) | $3,483,687 | $5,087,182 | $5,960,838 | $7,759,877 | $8,175,587 |

  52. CEO Pay Ratio

    Column (d). The following non-PEO named executive officers are included in the average figures shown for the 2020 and 2021 covered years: Richard A. Costello and Jed Dolson; and for the 2022,2023 and 2024 covered years: Richard A. Costello, Jed Dolson and Neal Suit. Column (e). Average CAP for our non-PEO NEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2024, 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meetings of stockholders.

  53. CEO Pay Ratio

    | Year | 2020 | 2021 | 2022 | 2023 | 2024 | | Non-PEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | $1,416,339 | $1,814,672 | $1,538,111 | $2,146,469 | $2,701,873 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | $425,000 | $499,325 | $524,336 | $780,807 | $888,444 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $425,000 | $499,325 | $524,336 | $734,153 | $888,444 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | - | - | $299 | $73,409 | - | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | - | - | $7,971 | $19,292 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | - | - | - | - | - | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | - | | Compensation Actually Paid ($) | $1,416,339 | $1,814,672 | $1,538,410 | $2,181,195 | $2,721,165 |

  54. CEO Pay Ratio

    Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Green Brick for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P Homebuilders Select Industry Index for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Column (i). Company-selected Measure is Home Closings Revenue Growth, which is described below. Relationship between Pay and Performance. The graphs below reflect (1) the relationship of CAP to our PEO and non-PEO NEOs in 2020, 2021, 2022, 2023 and 2024 as compared to Green Brick’s TSR, our net income, and our Adjusted EBITDA, and (2) Green Brick’s TSR as compared to the TSR of the TSR Peer Group over the same period. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for the 2024, 2023 and 2022 annual meetings of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.

  55. CEO Pay Ratio

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  56. CEO Pay Ratio

    Listed below are the financial and non-financial performance measures which, in our assessment, represent the most important financial performance measures we used for 2024 to link CAP to our named executive officers to company performance.

  57. CEO Pay Ratio

    | Measure | Nature | Explanation | | Earnings Per Share | Financial measure | Metric of profitability on a per share basis, which includes the effect of all dilutive securities. | | Home Closings Revenue Growth | Financial measure | Increase, period over period, in revenue from home closings. | | Homebuilding Gross Margin | Financial measure | Homebuilding gross margin is calculated as Home Closings Revenue minus Cost of Homebuilding units. | | Return on Assets | Financial measure | Return on assets is calculated by dividing net income by total assets. |

  58. CEO Pay Ratio

    | PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT | | The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm, or “independent auditor,” qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm. The Audit Committee has selected RSM US LLP to serve as our independent auditor for 2025. RSM has served as our independent registered public accounting firm since August 2016. | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS GREEN BRICK’S INDEPENDENT PUBLIC ACCOUNTANT |