DEF 14A of Forestar Group Inc., Dec 16, 2024

DEF 14A of Forestar Group Inc.

Filed Dec 16, 2024 · FY20240001406587-24-000153

Open on EDGAR

  1. WHO CAN ATTEND AND VOTE

    | | Page | | Fiscal 2024 Outstanding Equity Awards | 35 | | Fiscal 2024 Option Exercises and Stock Vested | 36 | | Nonqualified Deferred Compensation Plans | 36 | | Potential Payments Upon Termination of Change in Control | 37 | | Securities Authorized for Issuance under Equity Compensation Plans | 40 | | CEO PAY RATIO | 41 | | PAY VERSUS PERFORMANCE | 42 | | PROPOSAL NO. 3 - APPROVE AN AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO MODIFY TRANSACTION APPROVAL THRESHOLDS | 46 | | AUDIT COMMITTEE REPORT | 48 | | PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 50 | | Management | 50 | | Certain Other Beneficial Owners | 51 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 | | Related Party Transaction Policy | 52 | | Stockholder’s Agreement | 53 | | Master Supply Agreement | 54 | | Shared Services Agreement | 55 | | Tax Sharing Agreement | 55 | | Related Party Transactions | 56 | | DELINQUENT SECTION 16(a) REPORTS | 58 | | GENERAL INFORMATION | 59 | | Time, Place and Purposes of Meeting | 59 | | Record Date | 59 | | Stockholders Sharing the Same Address | 59 | | Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner | 59 | | Voting Your Shares | 60 | | Voting in Person at the Annual Meeting | 61 | | How You Can Change or Revoke Your Vote | 61 | | Quorum | 61 | | Abstentions | 62 | | Broker Non-Votes | 62 | | Required Votes | 62 | | Proxy Solicitation | 63 | | DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS | 64 | | Voting Questions or Assistance | 64 | | Electronic Delivery of Proxy Materials | 64 | | REQUESTING DOCUMENTS FROM THE COMPANY | 65 | | OTHER MATTERS | 66 | | EXHIBIT A: PROPOSED AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO MODIFY TRANSACTION APPROVAL THRESHOLDS | 67 |

  2. Proposal No. 1 – Election of Directors

    Proposal No. 1 – Election of Directors Our Board of Directors (the “Board”) currently consists of six directors, all of whom are up for re-election at the 2025 Annual Meeting. Four of our directors were elected by our stockholders at the 2024 Annual Meeting. Ms. Fischer and Mr. Seagraves were appointed to the Board in October 2024. Each of the six directors, if elected at the 2025 Annual Meeting, will serve until the 2026 Annual Meeting and until his or her successor has been elected and qualified. The Nominating and Governance Committee recommended our six directors as director nominees to the Board of Directors, each of whom is listed under the heading “Director Nominees” on page 6. After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following six nominees for election to our Board of Directors:

  3. Proposal No. 1 – Election of Directors

    | • | Donald J. Tomnitz | • | Lisa H. Jamieson | | • | Kellie L. Fischer | • | Elizabeth (Betsy) Parmer | | • | Samuel R. Fuller | • | George W. Seagraves, II |

  4. Proposal No. 1 – Election of Directors

    | The Board of Directors Unanimously Recommends that Stockholders Vote “FOR” Each of our Six Nominees for Director. |

  5. Selection of Director Nominees

    Selection of Director Nominees Ms. Fischer, Mr. Fuller, Ms. Jamieson, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz are standing for election as directors to serve until the 2026 Annual Meeting, or until their replacements are duly elected and meet all requirements. All nominees are presently serving as directors. After reviewing their qualifications, the Nominating and Governance Committee recommended them as nominees to the full Board, and the full Board subsequently voted unanimously to recommend them to the stockholders as nominees. Mr. Fuller, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz were designated by D.R. Horton for nomination as directors. Ms. Jamieson and Ms. Fischer were each designated as a Non-Stockholder Designee for nomination as directors. We did not pay a fee to any third party to identify, evaluate or assist in identifying or evaluating potential nominees in fiscal 2024. Ms. Fischer, who was appointed to the Board in 2024, was introduced to the Board by D.R. Horton. Each of the nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable to serve, however, the persons named as proxies in the enclosed form of proxy intend to vote the shares represented by the proxy for the election of such other person or persons as may be nominated or designated by management, unless they are directed by the proxy to do otherwise. Unless you specify otherwise on your proxy, the persons named as proxies in such proxy intend to vote for the election of the nominees listed below to serve as directors.

  6. Director Qualifications

    Director Qualifications Our Nominating and Governance Committee is tasked with ensuring that the proper skills and experience are represented on our Board. Our Corporate Governance Guidelines, which are available on our website at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section, include a non-exclusive list of qualifications that should be considered when reviewing director candidates. The qualifications consider business experience, independence, an understanding of, reputation or experience relevant to our business, geographic locations, diversity of backgrounds and skills and other factors. We expect all our directors to possess the highest personal and professional ethics, integrity and values. We also expect our directors to be committed to the long-term interests of our stockholders as a whole. Additionally, we review the existing time commitments of director candidates to confirm that they do not have any obligations that would conflict with the time commitments of a director of the Company. The Nominating and Governance Committee seeks to recruit candidates who can contribute different perspectives to the Board, as the Nominating and Governance Committee recognizes the importance of having diversity of age, gender, race and ethnicity on the Board.

  7. Stockholder’s Agreement

    Stockholder’s Agreement In October 2017, we became a majority-owned subsidiary of D.R. Horton, Inc. (“D.R. Horton”) through a merger (the “Merger”) and a controlled company under New York Stock Exchange (“NYSE”) rules. As a controlled company, we are not required to have a majority of independent directors, an independent compensation committee, or an independent nominating committee. However, at this time, we intend to continue to maintain a majority of independent directors and both an independent compensation committee and nominating committee. In connection with the Merger, we entered into a Stockholder’s Agreement with D.R. Horton (as amended and restated on October 28, 2024, the “A&R Stockholder’s Agreement”) that provides for certain Board and Board committee appointment rights. These provisions also appear in our Second Amended and Restated Certificate of Incorporation. Under the A&R Stockholder's Agreement, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will have five directors unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Additionally, D.R. Horton has the right to designate a number of directors equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of directors that we would have if there were no vacancies, rounded up to the nearest whole number (and in any event not less than one). We and D.R. Horton have also each agreed to use reasonable best efforts to ensure to cause at least three directors to be considered “independent” under the rules of the SEC and under applicable listing standards. Following the approval process described above, our Board currently consists of six directors, comprised of four individuals designated by D.R. Horton (which includes our Executive Chairman) and two individuals designated by the Nominating and Governance Committee, as the Non-Stockholder Designees (as defined in the A&R Stockholder's Agreement). For more information on the A&R Stockholder’s Agreement, see the section on “Certain Relationships and Related Party Transactions — Stockholder’s Agreement.” Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

  8. Director Elections Standard and Resignation Policy

    Director Elections Standard and Resignation Policy Our amended and restated bylaws include a voting standard in uncontested elections of directors (as is the case for this annual meeting) of a majority of votes cast in the election. Under the majority of votes cast standard, a director nominee is elected if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. In contested elections (that is, those in which the number of nominees exceeds the number of directors to be elected), the voting standard is a plurality of votes cast, which means the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Our Board of Directors also adopted a director resignation policy, which is set forth in the Corporate Governance Guidelines available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section. This policy sets forth the procedures that will apply in the event that a director does not receive the requisite majority of votes cast “for” his or her election. In summary, an incumbent director nominee who fails to receive the required vote for election is required to tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. The Nominating and Governance Committee will consider the resignation and, within 45 days after the date of the stockholders meeting at which the election of directors occurred, will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will act on the Committee’s recommendation within 90 days after the date of the Annual Meeting of Stockholders. The director whose resignation is under consideration will not participate in the Committee or Board of Directors’ decision with respect to accepting or rejecting his or her resignation as director. If a resignation is not accepted by the Board of Directors, the director will continue to serve. If a resignation is accepted and there is a resulting vacancy on the Board of Directors, that vacancy can be filled by action of the Board. Following the Board’s decision on whether to accept or reject the resignation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason(s) for rejecting the tendered resignation.

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Donald J. Tomnitz | | | Executive Chairman of the Board Age 76 Director since: October 2017 Tenure: •7 years | Principal Occupation and Other Information Donald J. Tomnitz has served as Executive Chairman of the Board of Forestar since October 2017. Prior to joining the Company, Mr. Tomnitz was a consultant to D.R. Horton from 2014 to 2017. From 1998 to 2014, Mr. Tomnitz was the Vice Chairman and Chief Executive Officer of D.R. Horton, after having served as its President, Executive Vice President and as President of D.R. Horton’s Homebuilding Division. Mr. Tomnitz also served on the Board of Directors of D.R. Horton until October 2014. Before joining D.R. Horton, Mr. Tomnitz was a Captain in the U.S. Army, a Vice President of RepublicBank of Dallas, N.A. and a Vice President of Crow Development Company, a Trammell Crow Company. Mr. Tomnitz holds a Bachelor of Arts in economics from Westminster College and a Master of Business Administration in finance from Western Illinois University. Qualifications Mr. Tomnitz has significant knowledge and experience in the real estate development and homebuilding industries, including public company chief executive officer experience. |

  11. Director Nominees

    | Kellie L. Fischer | | | Director Age 53 Director since: October 2024 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee Tenure: •< 1 year | Principal Occupation and Other Information Kellie L. Fischer is the Executive Vice President and Chief Financial Officer of Rangers Baseball Express LLC (the “Rangers”), which is the holding company of the Texas Rangers baseball franchise, the Rangers' real estate development entities and REV Entertainment, LLC (an events and sports management company). Ms. Fischer has held this role since 2005 under two different ownership groups. From 1999 to 2005, Ms. Fischer served as Controller and Vice President of Finance of Southwest Sports Group LLC. Prior to joining the Rangers, Ms. Fischer worked in the audit division of PwC focusing primarily on publicly traded manufacturing clients. Ms. Fischer is a Certified Public Accountant in the State of Texas and holds a Bachelor of Business Administration degree in accounting from Baylor University. Qualifications Ms. Fischer brings expertise in accounting and financial reporting as well as management experience and business acumen. |

  12. Director Nominees

    | Samuel R. Fuller | | | Director Age 81 Director since: October 2017 Committees: •Audit Committee (Chair) •Compensation Committee •Nominating and Governance Committee Tenure: •7 years | Principal Occupation and Other Information Samuel R. Fuller retired in 2008, having obtained significant experience in accounting and financial roles through his employment with D.R. Horton from 1992 until his retirement. He served as Controller of D.R. Horton from 1995 until his promotion to Chief Financial Officer in 2000 and was a member of the Board of Directors from 2000 until 2003. Mr. Fuller was a Certified Public Accountant in New Mexico and Texas (retired status). Mr. Fuller holds a Bachelor of Arts degree in accounting from the University of Oregon and a Master of Business Administration in finance from the University of Texas at Arlington. Qualifications Mr. Fuller is an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance, and internal control over financial reporting in a public company environment. |

  13. Director Nominees

    | Lisa H. Jamieson | | | Director Age 64 Director since: August 2019 Committees: •Audit Committee •Compensation Committee (Chair) •Nominating and Governance Committee Tenure: •5 years | Principal Occupation and Other Information Lisa H. Jamieson is a shareholder of Bourland, Wall and Wenzel, P.C., where she has been practicing law since 2018. Ms. Jamieson was a partner with the firm of Shannon, Gracey, Ratliff & Miller, LLP from 2008 until 2016. From 2016 to 2018, Ms. Jamieson was with the law firm of Pope, Hardwicke, Christie, Kelly & Taplett, LLP. Ms. Jamieson is experienced in all facets of estate planning and probate law, is Board Certified in Estate Planning and Probate Law by the Texas Board of Legal Specialization and was a Certified Public Accountant (retired status). Ms. Jamieson's practice includes sophisticated business and estate tax planning, administration of dependent and independent estates, guardianships for incapacitated adults and counseling and representing trustees. Ms. Jamieson is licensed in Texas, having graduated from Baylor University School of Law. She is a Fellow in the American College of Trust and Estate Counsel and is a past President of the Tarrant County Probate Bar. Ms. Jamieson is a former Chair of the Real Estate, Probate and Trust Law Section of the State Bar of Texas, the largest section of the State Bar. She also has chaired the Guardianship Code Committee of the Section as well as Chair of the Jurisdiction Committee which revised the jurisdiction statutes of decedents' estates and guardianships. Qualifications Ms. Jamieson provides knowledge in the accounting field. She also provides senior leadership experience gained through her executive level positions held in several sections of the State Bar and her tenured experience in her law practice. Ms. Jamieson contributes her expertise in the operational management and legal affairs to the Board. |

  14. Director Nominees

    | Elizabeth (Betsy) Parmer | | | Director Age 57 Director since: March 2023 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee Tenure: •1 year | Principal Occupation and Other Information Elizabeth (Betsy) Parmer is the founder and owner at the Law Offices of Elizabeth Parmer. She specializes in large estate divorces and high-conflict family law litigation with a background of ad valorem tax representation. Ms. Parmer has been practicing law for 30 years. Since 1995, she has been practicing at the Law Offices of Elizabeth Parmer. She currently serves as a board member for the charity organization Dayna's Footprints. Ms. Parmer holds a Bachelor of Arts in history from Yale University and a Juris Doctor degree from the University of Texas at Austin. Qualifications Ms. Parmer brings extensive legal experience, management expertise and other business acumen to the Board. |

  15. Director Nominees

    | George W. Seagraves, II | | | Director Age 66 Director since: October 2024 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee (Chair) Tenure: •< 1 year | Principal Occupation and Other Information George W. Seagraves, II retired in 2015 after a 26-year career at D.R. Horton. Prior to his retirement, he most recently served as North Region President, a position he had held since October 2006. Prior to October 2006, Mr. Seagraves held multiple senior leadership positions at D.R. Horton, including Executive Vice President and Chief Operating Officer for the Eastern U.S., Northeast Region President and East Region President. Mr. Seagraves holds a Bachelor of Science degree in landscape architecture from Texas A&M University. Qualifications Mr. Seagraves brings extensive knowledge of the land development and homebuilding industries, expertise in accounting and financial reporting, management experience and business acumen. |

  16. Director Compensation

    Director Compensation Our director compensation program is designed to compensate our directors for the time commitment required to fulfill their responsibilities, to align director compensation with the long-term interests of our stockholders and to assist in recruiting high-caliber directors.

  17. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table presents compensation earned by non-employee directors for services rendered in fiscal 2024 as calculated in accordance with SEC rules.

  18. Fiscal 2024 Director Compensation

    | Name(1) | Fees Paid in Cash(2) | Stock Awards(3) | Total | | Samuel R. Fuller | $67,500 | $189,329 | $256,829 | | Lisa H. Jamieson | $67,500 | $189,329 | $256,829 | | Elizabeth (Betsy) Parmer | $65,000 | $189,329 | $254,329 | | G.F. (Rick) Ringler, III(4) | $67,500 | $189,329 | $256,829 |

  19. Fiscal 2024 Director Compensation

    _________________ (1)The Company pays director fees only to non-employee directors. (2)Amounts represent director fees paid in cash during fiscal 2024. (3)Amount represents the grant date fair value of $23.47 per unit for the 6,000 restricted stock units granted to each non-employee director on October 30, 2023 and the grant date fair value of $40.19 per unit for the 1,207 restricted stock units granted to each non-employee director on March 28, 2024. The grant date fair value of the restricted stock units was determined in accordance with accounting guidance for share-based payments. The Company recognizes expense for these awards over the three-year vesting period for those directors who are not retirement eligible (with such expense recognized at grant for directors who are retirement eligible). (4)Mr. Ringler resigned from the Board of Directors effective October 28, 2024. *Kellie L. Fischer and George W. Seagraves, II were appointed to the Board of Directors effective October 28, 2024 and therefore did not receive any compensation in fiscal 2024. As of September 30, 2024, each then serving non-employee director held the following number of unvested restricted stock units:

  20. Fiscal 2024 Director Compensation

    | Name | Unvested Restricted Stock Units | | Samuel R. Fuller | 10,309 | | Lisa H. Jamieson | 10,309 | | Elizabeth (Betsy) Parmer | 13,398 | | G.F. (Rick) Ringler, III (1) | 10,309 |

  21. Fiscal 2024 Director Compensation

    (1) Mr. Ringler’s restricted stock units vested in full upon his resignation from the Board of Directors in October 2024.

  22. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to attract, retain and motivate talented executives to achieve the Company's key financial and strategic objectives and reward superior individual performance, with an overall emphasis on maximizing shareholder value. We are guided by the following principles in determining the form and amount of executive compensation: •Compensation should align with the performance of the Company and performance of the individual. Fiscal 2024 semi-annual cash bonuses were discretionary in nature yet evaluated based on our financial and operating performance, as well as the individual performance of the executive. Also, our restricted stock unit awards generate additional value for executives as our stock price increases. •Compensation should align executives’ and stockholders’ interests. Our bonuses are designed to incentivize and reward performance as we continue to grow our residential lot development business. In addition, the use of equity-based compensation aligns our executives’ interests with our stockholders’ interests and encourages our executives to focus on profitable growth and long-term performance. •Compensation should be competitive. Our total compensation, including our base salaries, bonuses and long-term equity awards, should be competitive with our public and private peers to enable us to attract and retain key executives. •Retention. We believe an overall package of appropriate pay and benefits helps retain executives and managers. This includes a competitive base salary, cash bonuses, health and welfare benefits, Company matching contributions under our 401(k) plan and supplemental retirement benefits. In addition, equity awards with vesting and forfeiture provisions encourage retention.

  23. Elements of our Compensation Program

    Elements of our Compensation Program The elements of our fiscal year 2024 compensation program are as follows: •Base salaries; •Discretionary semi-annual cash bonuses; •Long-term time-based equity awards via restricted stock units; •401(k) retirement plan contributions; and •Health and welfare benefits. Each element of compensation is evaluated independently to determine whether, in our Compensation Committee’s judgment, it is competitive within our industry. Our Compensation Committee balances the elements of compensation to attract executives with the appropriate level of experience and expertise, motivate executives to achieve superior individual and Company performance and retain executives that are creating value for our shareholders. Our Compensation Committee believes balancing short- and long-term compensation elements properly incentivizes our executives and mitigates risk. Our Compensation Committee reviews tally sheets that show all compensation elements on an aggregate basis over the previous three years. From year to year, the Compensation Committee may also choose to award all or only certain elements of compensation to an NEO.

  24. Elements of our Compensation Program

    | Element | Performance Measure | Measurement / Vesting Period | | Base salary | Continued service subject to annual evaluation | Evaluated each year | | Discretionary cash bonus: | | | | Semi-annual cash bonus | Company and individual performance | 6 months to 1 year | | Long-term equity incentives: | | | | Restricted stock units | Continued service | 3 to 5 years | | 401(k) retirement benefits | 401(k) contribution is dependent on deferrals elected by the NEO and allowable under regulatory limits | None | | Health and welfare benefits | None | None |

  25. Base Salaries

    Base Salaries Base salaries are determined based on the executive’s responsibilities, performance, experience and the Compensation Committee’s judgment. In reviewing the executives' salaries, the Compensation Committee reviews publicly-available data from our peer group companies (see “Competitive Pay Analysis and Peer Group”). Base salaries provide our NEOs a foundation of fixed income, encourage retention and recognize effective leadership. Each of the NEO’s base salaries moderately increased for fiscal 2024 to align their salaries with the salaries of similar executives of similar publicly-traded companies, including members of our peer group and other public companies within a range of our market capitalization and industrial classification code, and to recognize each executive’s performance in their role. After consulting with the Compensation Committee’s compensation consultant, Lockton Companies, and further analysis of our peer group, the Compensation Committee determined to further increase the salary levels of our NEOs for fiscal 2025 at a level to retain and motivate each NEO. The annual base salaries of our NEOs for fiscal years 2023, 2024 and 2025 are set forth in the following table.

  26. Semi-Annual Discretionary Bonuses

    Semi-Annual Discretionary Bonuses The Compensation Committee and the Board, as applicable, determined bonuses for fiscal 2024 at their discretion for our NEOs. The Committee's discretionary approach intends to reward the achievement of critical short-term financial and operational objectives that support our long-term financial and value creation goals for our stockholders. Consistent with the approach taken in prior years, the Compensation Committee and Board considered the following items, along with other relevant information, when determining the amount of discretionary bonuses for fiscal 2024 on a semi-annual basis: •increase in margins; •improvement of financial returns; •management of inventory; •extent of responsibilities; •increase in the number of lots delivered; •disciplined land acquisition; •controlling selling, general and administrative costs; •maintaining a strong balance sheet that provides operational flexibility; and •maintaining strong financial internal controls, financial reporting systems and financial compliance. For the first semi-annual period ended March 31, 2024, Mr. Tomnitz received a $500,000 bonus, Mr. Oxley received a $250,000 bonus (reflecting his partial period of service), and Mr. Allen and Mr. Walker each received a $275,000 bonus. For the second semi-annual period ended September 30, 2024, Mr. Tomnitz and Mr. Oxley each received a $1,250,000 bonus and Mr. Allen and Mr. Walker each received a $350,000 bonus. The increases in bonuses for fiscal 2024 were driven by improved financial metrics, the executive's strong individual performance, the achievement of multiple operational objectives at the Company level and the overall performance of the Company under each of the executive's leadership. The Compensation Committee and Board believe the total cash compensation paid in fiscal 2024 to each of our NEOs is appropriate based on our compensation philosophy, objectives and the compensation received by similar executives at our peer companies. Given his retirement on January 1, 2024, Mr. Bartok did not receive any semi-annual discretionary bonus awards for fiscal 2024.

  27. Long-Term Incentive Awards

    Long-Term Incentive Awards Our 2018 Stock Incentive Plan gives us the ability to provide our eligible employees, including each of our NEOs, awards based on shares of our common stock. For fiscal 2024, our equity-based incentive awards for NEOs were granted in the form of time-based restricted stock units (“RSUs”). Our Compensation Committee grants equity awards to align interests of the executives with the interests of our stockholders, to remain competitive with market practices and to support executive retention. In making decisions regarding annual equity-based awards, including determining the size of awards, our Compensation Committee considers previous grants made to the executive, the value and experience the executive brings to their role, retention incentives and the responsibilities of the executive. In the case of a new executive, or an executive assuming new responsibilities, an initial grant may be made above usual annual targeted levels. The size of equity-based awards may be determined based on input from a compensation consultant regarding market practices, recommendations of the Executive Chairman or the CEO (except the CEO and Executive Chairman do not make recommendations regarding their own awards) or the judgment of our Compensation Committee. The dollar value of the awards may be below, at or above the mid-range of what other comparable companies may offer in any given year. Time-based RSUs, which are the primary equity incentive we grant under our 2018 Stock Incentive Plan, may be granted at any time. Each RSU represents the right to receive one share of our common stock upon vesting. All other terms and conditions of the RSUs are determined at the time of award. On March 28, 2024, the Compensation Committee awarded Mr. Tomnitz and Mr. Oxley each 14,930 RSUs, and awarded 9,953 RSUs to both Mr. Allen and Mr. Walker. The RSU grants to Mr. Tomnitz and Mr. Oxley vest in three equal annual installments and Mr. Allen and Mr. Walker’s RSUs vest in five equal annual installments. Additionally, Mr. Oxley was granted 2,010 D.R. Horton RSUs on December 20, 2023 while he was still in service at D.R. Horton. These RSUs vest based on Mr. Oxley's continued service with D.R. Horton or its subsidiaries, including Forestar, in five equal annual installments and will settle in shares of D.R. Horton common stock. Due to his retirement in January 2024, Mr. Bartok was not granted any equity awards in fiscal 2024. Fiscal 2025 Compensation: In recent years, the Compensation Committee has considered moving to a more formulaic incentive-based compensation program for its NEOs, consistent with its commitment to pay-for-performance. The Compensation Committee's philosophy and guidelines for considering such an incentive-based program included the following: •the program should not encourage excessive risk taking. •the program should offer an opportunity for greater compensation for superior performance, balanced by the risk of lower compensation when performance is below expectations. •compensation levels should be closely tied to the performance and success of the Company as well as the executive's contribution to the Company's performance and success. After a thorough review of the Company’s executive compensation program, including consultation with its independent compensation advisor in October of 2024, the Compensation Committee approved the following changes for the Company’s fiscal 2025 executive incentive compensation program to further reinforce the Company’s pay for performance compensation philosophy: Short-Term Cash Incentive Plan: •The Committee adopted the Forestar Group Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”), pursuant to which the Company may grant cash incentive awards to eligible participants, including executive officers of the Company, that are payable based on the achievement of pre-established performance goals. Replacing our historic discretionary bonuses, the fiscal 2025 annual cash incentive award granted to the Company’s executive officers under the Cash Incentive Plan will be earned based on the Company’s pre-tax income performance, with the ability to earn from 0% to 200% of a specified target opportunity. Earned cash incentive awards will be paid semi-annually. Long-Term Performance Stock Units: •The Compensation Committee determined to incorporate performance-based restricted stock units that are earned when the Company achieves preset long-term performance goals into the Company’s executive equity award program through the grant of performance-based restricted stock units (“PSUs”) as a portion of the fiscal 2025 equity awards granted to the Company’s executive officers. Fiscal 2025 PSUs granted will be earned after a three-year performance period covering fiscal years 2025 through 2027, subject to the achievement of relative total stockholder return, return on inventory and market share goals, with the ability to earn from 0% to 200% of granted PSUs. The three performance goals are weighted equally. The Compensation Committee believes that these updates will further strengthen the alignment of executive incentives with the interests of the Company’s stockholders.

  28. Competitive Pay Analysis and Peer Group

    Competitive Pay Analysis and Peer Group The Compensation Committee believes providing competitive pay is a key factor in attracting, motivating and retaining executives that drive superior performance. Our Compensation Committee, either alone or with the assistance of a compensation consultant, if one is engaged for the year, considers a variety of factors to assist with setting compensation for the NEOs, including evaluating compensation programs and amounts provided to the NEOs of the companies in our peer group. Although we believe benchmarking the pay of our peer group is useful in determining our compensation practices and pay levels, we do not target our pay toward any particular peer group benchmark. Although the peer group used to set initial fiscal 2024 compensation levels was unchanged from that used for fiscal 2023, during fiscal 2024, our peer group was revised as three of our former peers were acquired (M.D.C. Holdings, Inc.; Masonite International Corporation; and PGT Innovations, Inc). We also removed Tri Pointe Homes, Inc., from our peer group and added those denoted with an asterisk below. The companies comprising our peer group as of September 30, 2024 were selected based on their industries, similar market capitalization and business strategy to assist with setting compensation analysis for fiscal 2025. Our current peer group is:

  29. Competitive Pay Analysis and Peer Group

    | American Woodmark Corporation * | Howard Hughes Holdings Inc. | MasterBrand, Inc. * | | Beazer Homes USA, Inc. | JELD-WEN Holding, Inc. * | The St. Joe Company | | Century Communities, Inc. | LGI Homes, Inc. * | | | Five Point Holdings, LLC | M/I Homes, Inc. * | |

  30. Compensation Consultant

    Compensation Consultant Our Compensation Committee may engage a compensation consultant or other third-party service providers to provide market and other specific information on executive compensation programs and amounts. Although, the Compensation Committee did not utilize a compensation consultant during fiscal 2024, in October 2024, Lockton Companies was engaged to provide advice and consult about executive compensation.

  31. Compensation Oversight Governance Practices

    | Stockholders: | Stockholders have approved our stock incentive plans and provide an annual advisory vote on executive compensation. In addition, under the terms of the A&R Stockholder’s Agreement with D.R. Horton, for so long as D.R. Horton beneficially owns 35% or more of our voting securities, we need the prior written consent of D.R. Horton to appoint or terminate key officers or change their compensation arrangements. Thus, under those circumstances, D.R. Horton's approval is required. | | Board and Compensation Committee: | Our Compensation Committee is composed entirely of independent directors. The Compensation Committee establishes and oversees the administration of our compensation programs. The Compensation Committee ensures that stockholder-approved plans are administered in accordance with good governance practices and intent. The Compensation Committee will also consider the results of stockholder advisory votes on executive compensation. The Compensation Committee is responsible for the approval of salaries and bonuses of the Executive Chairman and CEO and long-term equity compensation awarded to each of the NEOs. The full Board evaluates the performance of the CFO and COO and acts on recommendations of the Compensation Committee with respect to CFO and COO compensation. | | Management: | Management determines individual employee bonuses below the executive officer level and administers all employee benefit and incentive plans on a day-to-day basis. Within management, the Executive Chairman serves as a liaison with the Compensation Committee. |

  32. Equity Award Grant Practices

    Equity Award Grant Practices Our practice is to consider equity-based awards annually. Historically, including during fiscal 2024, equity-based awards were granted in the second quarter of the fiscal year. Beginning in fiscal 2025, equity-based awards will be considered during the first quarter of the fiscal year. From time to time, we may grant equity-based awards to our executive officers outside the annual award process, such as in connection with the hiring of a new executive, for retention purposes, to reward exemplary performance or for promotional recognition. Although the Company does not currently grant stock options, employees may enroll to purchase shares under the terms of our 2022 Employee Stock Purchase Plan with purchase dates in January and July of each year using payroll deductions accumulated during the prior six-month period. The NEOs and certain other executives are not eligible to participate in the 2022 Employee Stock Purchase Plan. We do not grant stock-based awards in coordination with the release of material non-public information nor do we time the release of material non-public information to affect the value of equity grants. Our policy for setting the timing of stock-based awards does not allow executives to have any role in choosing the price of their stock-based awards. We do not “back date,” “spring load” or reprice stock-based awards.

  33. Summary Compensation Table

    Summary Compensation Table The following table contains compensation information for our Executive Chairman, CEO, CFO, COO and former CEO. We refer to these persons as our NEOs. The information in the following table is presented in accordance with SEC requirements.

  34. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Donald J. Tomnitz | 2024 | 420,000 | 1,750,000 | 600,037 | — | 18,292 | 2,788,329 | | Executive Chairman | 2023 | 400,000 | 1,550,000 | 599,994 | — | 17,289 | 2,567,283 | | | 2022 | 395,833 | 1,700,000 | 600,004 | — | 13,624 | 2,709,461 | | Anthony W. Oxley | 2024 | 315,000 | 1,500,000 | 889,497 | 34,981 | 13,328 | 2,752,806 | | President and Chief Executive Officer | | | | | | | | | James D. Allen | 2024 | 370,000 | 625,000 | 400,011 | — | 14,062 | 1,409,073 | | Executive Vice President and Chief Financial Officer | 2023 | 350,000 | 525,000 | 399,996 | — | 13,244 | 1,288,240 | | | 2022 | 345,833 | 550,000 | 400,008 | — | 12,367 | 1,308,208 | | Mark S. Walker | 2024 | 315,000 | 625,000 | 400,011 | — | 13,265 | 1,353,276 | | Executive Vice President and Chief Operating Officer | 2023 | 300,000 | 475,000 | 299,997 | — | 12,555 | 1,087,552 | | Daniel C. Bartok | 2024 | 134,317 | — | — | — | 859,171 | 993,488 | | Former President and Chief Executive Officer | 2023 | 400,000 | 1,550,000 | 599,994 | — | 19,440 | 2,569,434 | | | 2022 | 395,833 | 1,700,000 | 600,004 | — | 15,002 | 2,710,839 |

  35. Summary Compensation Table

    (1)Mr. Walker became an NEO in fiscal year 2023 and Mr. Oxley became an NEO in fiscal year 2024. Mr. Bartok retired January 1, 2024. (2)The amounts set forth in column (d) represent the discretionary cash bonuses earned by the NEOs during the applicable fiscal years. For additional information regarding the discretionary bonuses earned for fiscal 2024, please see “Semi - Annual Discretionary Bonuses” within the “Compensation Discussion and Analysis” section beginning on page 20 of this Proxy Statement. (3)The amounts set forth in column (e) represent the aggregate grant date fair value of stock awards granted during the applicable fiscal years calculated in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. Assumptions used in the calculation are included in Note 1 under the caption “Stock-Based Compensation” to our audited consolidated financial statements for the year ended September 30, 2024 included in our Annual Report on Form 10-K filed with the SEC on November 19, 2024. Mr. Oxley's amount includes a grant of 2,010 RSUs awarded in December 2023 that vest over five years and will settle in D.R. Horton common stock. (4)The amounts set forth in column (g) for fiscal 2024 include the following:

  36. Summary Compensation Table

    | | Additional Life Insurance and Long-Term Disability Premiums ($) | HSA and Wellness Contribution ($) | 401(k) Matching Contributions ($) | Non-Employee Compensation (Consulting) ($) | COBRA Benefits Paid ($) | Severance ($) | Total ($) | | Mr. Tomnitz | 7,942 | — | 10,350 | — | — | — | 18,292 | | Mr. Oxley | 3,141 | — | 10,187 | — | — | — | 13,328 | | Mr. Allen | 3,712 | — | 10,350 | — | — | — | 14,062 | | Mr. Walker | 2,915 | — | 10,350 | — | — | — | 13,265 | | Mr. Bartok | 2,640 | 386 | 872 | 750,000 | 5,273 | 100,000 | 859,171 |

  37. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table summarizes fiscal 2024 grants of stock-based compensation made to each of our NEOs. Mr. Bartok did not receive any grants of stock-based compensation during fiscal 2024.

  38. Fiscal 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Type of Award | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | (a) | (b) | (c) | (d) | (e) | | Mr. Tomnitz | 3/28/2024 | RSUs(2) | 14,930 | 600,037 | | Mr. Oxley | 3/28/2024 | RSUs(2) | 14,930 | 600,037 | | | 12/20/2023 | RSUs(3) | 2,010 | 289,460 | | Mr. Allen | 3/28/2024 | RSUs(3) | 9,953 | 400,011 | | Mr. Walker | 3/28/2024 | RSUs(3) | 9,953 | 400,011 |

  39. Fiscal 2024 Grants of Plan-Based Awards

    (1)The amounts in column (e) are based on the aggregate grant date fair value of the award determined pursuant to ASC 718. Assumptions used in the calculation of the amount in column (e) are included in Note 1 under the caption "Stock-Based Compensation" to our audited consolidated financial statements for the year ended September 30, 2024 included in our Annual Report on Form 10-K filed with the SEC on November 19, 2024. (2)RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. The awards will settle in shares of our common stock after vesting. (3)RSUs vest in five equal annual installments beginning on the first anniversary of the grant date. The awards will settle in shares of our common stock after vesting, except that Mr. Oxley's grant on December 20, 2023 will settle in shares of D.R. Horton's common stock.

  40. Fiscal 2024 Outstanding Equity Awards

    Fiscal 2024 Outstanding Equity Awards The following table summarizes outstanding equity awards held by our NEOs at September 30, 2024. Mr. Bartok's then outstanding equity awards accelerated in accordance with their terms upon his retirement on January 1, 2024. All awards will settle in shares of our common stock unless noted below.

  41. Fiscal 2024 Outstanding Equity Awards

    | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Vesting Date | | Mr. Tomnitz | 3/31/2022 | 10,001 | 323,732 | (2) | | | 3/21/2023 | 25,583 | 828,122 | (2) | | | 3/28/2024 | 14,930 | 483,284 | (2) | | Mr. Oxley | 3/12/2020 | 525 | 100,154 | (3) | | | 3/17/2021 | 1,040 | 198,401 | (3) | | | 3/30/2022 | 2,283 | 435,528 | (3) | | | 3/21/2023 | 2,316 | 441,823 | (3) | | | 12/20/2023 | 2,010 | 383,448 | (3) | | | 3/28/2024 | 14,930 | 483,284 | (4) | | Mr. Allen | 3/30/2020 | 1,250 | 40,463 | (5) | | | 3/18/2021 | 5,037 | 163,048 | (6) | | | 3/31/2022 | 13,513 | 437,416 | (6) | | | 3/21/2023 | 21,680 | 701,782 | (6) | | | 3/28/2024 | 9,953 | 322,179 | (6) | | Mr. Walker | 3/10/2020 | 1,800 | 58,266 | (6) | | | 3/18/2021 | 3,108 | 100,606 | (6) | | | 3/31/2022 | 8,446 | 273,397 | (6) | | | 3/21/2023 | 16,260 | 526,336 | (6) | | | 3/28/2024 | 9,953 | 322,179 | (6) |

  42. Fiscal 2024 Outstanding Equity Awards

    (1)Value for all awards is based on the closing market price of (a) our common stock of $32.37 or (b) D.R. Horton's common stock of $190.77, in each case as reported on the NYSE on September 30, 2024, the last trading day of fiscal 2024, depending on whether the award relates to our shares or D.R. Horton's shares. (2)RSU awards vest in three equal annual installments on each of the first three anniversaries of the grant date. As a result of his retirement eligibility, additional shares are also withheld to cover certain payroll taxes as and when due. (3)RSU awards (covering shares of D.R Horton common stock on the grant date) vest in five equal annual installments on each of the first five anniversaries of the grant date. This award was granted to Mr. Oxley during his service at D.R. Horton, prior to his employment at the Company, but continues to vest based on his service to the Company. (4)RSU award vests in three equal annual installments on each of the first three anniversaries of the grant date. (5)RSU award vests in five equal annual installments on each of the first five anniversaries of March 10, 2020. (6)RSU awards vest in five equal annual installments on each of the first five anniversaries of the grant date.

  43. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested The following table summarizes stock-based compensation awards vested during fiscal 2024:

  44. Fiscal 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($)(1) | | Mr. Tomnitz | 32,542 | 1,228,177 | | Mr. Oxley (Current CEO) | 2,975(2) | 453,941(2) | | Mr. Allen | 13,694 | 520,131 | | Mr. Walker | 11,954(3) | 502,825(3) | | Mr. Bartok (Former CEO) | 68,126 | 2,039,985 |

  45. Fiscal 2024 Option Exercises and Stock Vested

    (1)Value reflects the aggregate dollar amount realized upon vesting by multiplying the number of shares vested by the closing market price of common stock on the vesting date. (2)Reflects shares of D.R. Horton common stock granted to Mr. Oxley while he was still employed at D.R. Horton. (3)Includes 600 shares of D.R. Horton common stock granted to Mr. Walker while he was still employed at D.R. Horton for an aggregate value realized upon vesting of $76,488.

  46. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans Under the SERP 2, D.R. Horton (or the Company, commencing in fiscal 2025) generally credits an amount to each participant’s account each year. Pursuant to the SERP 2, if the executive is employed by D.R. Horton or the Company, as applicable on the last day of a fiscal year, then D.R. Horton or the Company will establish a liability to such executive equal to 10% of his or her annual base salary as of the first day of such fiscal year. This liability will accrue earnings in future years at a rate established by the administrative committee for the SERP 2. Amounts payable under the SERP 2 are not secured or held in trust, and the plan participants’ rights to enforce payment are the same as a general unsecured creditor. Amounts deferred under the SERP 2 are payable within 60 days following the retirement or termination of employment of the participant, the death or disability of the participant or a change in control of D.R. Horton; provided however, specified employees, as defined in the Internal Revenue Code Section 409A, generally cannot be paid until six months after separation from service (or, if earlier, upon a change in control). The form of distribution may be in a lump sum, or in quarterly installments over a period not to exceed five years, as elected by the participant. Because Mr. Oxley was not employed by D.R. Horton on the last day of fiscal 2024 and the Company did not actively begin participating in the SERP 2 until fiscal 2025, he did not receive any Company contributions to the plan in fiscal 2024. The following table shows Mr. Oxley's aggregate Company contributions, earnings and withdrawals/distributions during fiscal 2024 and the outstanding balance as of September 30, 2024 under the SERP 2. None of the other NEOs participated in the SERP 2 during fiscal 2024.

  47. Nonqualified Deferred Compensation Plans

    | Name | Company Contributions in Fiscal 2024 to SERP 2 | Aggregate Earnings in Fiscal 2024 to SERP(1) | Aggregate Withdrawals/Distributions in Fiscal 2024 | Aggregate Balance at September 30, 2024 SERP 2 | | Anthony W. Oxley | $— | $72,388 | $— | $1,026,242 |

  48. Nonqualified Deferred Compensation Plans

    (1)Represents a pro-rata portion of earnings under the SERP 2 related to contributions made during Mr. Oxley’s service at D.R. Horton, but accrued under the plan during his period of service at Forestar during fiscal 2024. The rate of earnings is determined by the SERP 2 plan administrative committee and is typically 10% per annum. The portion of such earnings considered above-market ($34,981) is included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” on page 32.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  51. Potential Payments Upon Termination or Change in Control

    | | Value of Equity Awards that Vest | SERP 2 Payments | Aggregate Payments | | Mr. Tomnitz | | | | | Change in Control | $1,635,138 | $— | $1,635,138 | | Termination with Cause | $— | $— | $— | | Termination without Cause | $1,635,138 | $— | $1,635,138 | | Retirement(1) | $1,635,138 | $— | $1,635,138 | | Voluntary Termination | $1,635,138 | $— | $1,635,138 | | Death or Disability | $1,635,138 | $— | $1,635,138 | | Mr. Oxley (Current CEO) | | | | | Change in Control | $2,042,638 | $1,026,242 | $3,068,880 | | Termination with Cause | $— | $— | $— | | Termination without Cause | $2,042,638 | $1,026,242 | $3,068,880 | | Retirement(2) | $— | $— | $— | | Voluntary Termination | $2,042,638 | $1,026,242 | $3,068,880 | | Death or Disability | $2,042,638 | $1,026,242 | $3,068,880 | | Mr. Allen | | | | | Change in Control | $1,664,886 | $— | $1,664,886 | | Termination with Cause | $— | $— | $— | | Termination without Cause | $1,664,886 | $— | $1,664,886 | | Retirement(3) | $— | $— | $— | | Voluntary Termination | $1,664,886 | $— | $1,664,886 | | Death or Disability | $1,664,886 | $— | $1,664,886 | | Mr. Walker | | | | | Change in Control | $1,280,784 | $— | $1,280,784 | | Termination with Cause | $— | $— | $— | | Termination without Cause | $1,280,784 | $— | $1,280,784 | | Retirement(4) | $— | $— | $— | | Voluntary Termination | $1,280,784 | $— | $1,280,784 | | Death or Disability | $1,280,784 | $— | $1,280,784 |

  52. Potential Payments Upon Termination or Change in Control

    (1)As of September 30, 2024, Mr. Tomnitz had reached normal retirement age (65 years old) under the applicable award agreements pursuant to our 2018 Stock Incentive Plan. (2)As of September 30, 2024, Mr. Oxley had not yet reached normal retirement age under the applicable award agreements pursuant to our 2018 Stock Incentive Plan and pursuant to the D.R. Horton, Inc. 2006 Stock Incentive Plan. (3)As of September 30, 2024, Mr. Allen had not yet reached normal retirement age under the applicable award agreements pursuant to our 2018 Stock Incentive Plan. (4)As of September 30, 2024, Mr. Walker had not yet reached normal retirement age under the applicable award agreements pursuant to our 2018 Stock Incentive Plan.

  53. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of Mr. Oxley, our CEO. To identify our median employee from our employee population, as well as to determine the total compensation of our median employee and the annualized total compensation for Mr. Oxley for fiscal 2024, we took the following steps: 1.We determined that, as of September 30, 2024, our employee population consisted of 392 individuals (excluding Mr. Oxley) with all of these individuals located in the United States. This population consisted of full-time, part-time and temporary employees. 2.We obtained a listing of total compensation paid to each employee during fiscal 2024. For this purpose, total compensation included salary or wages, as applicable, commissions, bonuses, equity awards that vested or were exercised during the year and any other cash compensation. Such amounts were obtained from our payroll records. We annualized the salaries and wages of our full and part-time employees who were not employed for the entire fiscal year. The compensation measure above was consistently applied to all our employees. As we had an even number of employees, the methodology resulted in the identification of two median employees. We selected the employee we believed whose total compensation was more representative of our general compensation practices. Once we identified our median employee, we calculated such employee’s compensation for fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. In addition to the amounts required to be reported as compensation in the Summary Compensation Table, we included the dollar value of employer paid non-discriminatory health insurance benefits in the total annual compensation of our median employee and Mr. Oxley to better reflect our employee compensation practices. For fiscal 2024: •the total compensation of our median employee was $153,932; and •the annualized total compensation of Mr. Oxley was $2,870,965. Based on this information, for fiscal 2024, the ratio of Mr. Oxley's total compensation to the total compensation of our median employee was 19 to 1. The pay ratio described above involves a degree of imprecision due to the use of estimates and assumptions but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

  54. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation actually paid (as defined by SEC rules). Item 402(v) of Regulation S-K also requires disclosure of the cumulative total shareholder return (“TSR”) of the Company, the TSR of the Company’s peer group, the Company's net income and an additional financial performance measure chosen by the Company, if applicable. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the "Compensation Discussion and Analysis" section beginning on page 20. The following tables set forth information regarding the compensation of our principal executive officer (“PEO”), Anthony W. Oxley, our former PEO, Daniel C. Bartok, and the average compensation of our other NEOs compared to Company and peer group performance for the fiscal years listed. We have not included a Company-selected measure in the following table because we did not link our NEO compensation to any specific performance measure in fiscal 2024.

  55. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On | | | | Year | Summary Compensation Table Total for Mr. Oxley(1) | Compensation Actually Paid to Mr. Oxley(2) | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income(9) (in millions) | | 2024 | $2,752,806 | $3,377,719 | $1,850,226 | $2,164,232 | $173.75 | $127.65 | $203.4 |

  56. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On | | | | Year | Summary Compensation Table Total for Mr. Bartok(3) | Compensation Actually Paid to Mr. Bartok(4) | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income(9) (in millions) | | 2024 | $993,488 | $1,198,158 | $1,850,226 | $2,164,232 | $173.75 | $127.65 | $203.4 | | 2023 | $2,569,434 | $3,592,107 | $1,647,692 | $2,468,745 | $144.61 | $95.05 | $166.9 | | 2022 | $2,710,839 | $2,321,786 | $2,008,835 | $1,671,559 | $60.06 | $60.36 | $178.8 | | 2021 | $2,263,124 | $2,259,809 | $1,648,862 | $1,643,444 | $100.00 | $100.00 | $110.5 |

  57. Pay Versus Performance

    (1)The dollar amounts reported in this column are the amounts of the total compensation reported for our current PEO, Anthony W. Oxley, who was our Chief Executive Officer for a portion of fiscal 2024. Refer to “Executive Compensation - Summary Compensation Table.” (2)The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Oxley, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Oxley. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for the year, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718 and reflect changes in the value of awards granted by D.R. Horton (that settle in D.R. Horton shares), as well as the Company (that settle in Company shares), that continue to vest based on Mr. Oxley's service to the Company.

  58. Pay Versus Performance

    | Compensation Actually Paid to Mr. Oxley | 2024 | | Summary Compensation Table (SCT) total compensation | $2,752,806 | | Less: stock award values reported in SCT for the covered year | (889,497) | | Plus: fair value as of year-end of stock awards granted in the covered year | 866,732 | | Plus: year over year change in fair value as of year-end of outstanding unvested stock awards granted in prior years | 513,461 | | Plus: change in fair value from prior year end to the vesting date of stock awards granted in prior years that vested in the covered year | 134,217 | | Compensation actually paid to Mr. Oxley | $3,377,719 |

  59. Pay Versus Performance

    (3)The dollar amounts reported in this column are the amounts of the total compensation reported for our former PEO, Daniel C. Bartok, who was our Chief Executive Officer in fiscal years 2021, 2022, 2023, and for part of fiscal 2024 through January 1, 2024. Refer to “Executive Compensation - Summary Compensation Table.” (4)The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Bartok, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Bartok. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718.

  60. Pay Versus Performance

    | Compensation Actually Paid to Mr. Bartok | 2024 | | Summary Compensation Table (SCT) total compensation | $993,488 | | Less: stock award values reported in SCT for the covered year | — | | Plus: fair value as of year-end of stock awards granted in the covered year | — | | Plus: year over year change in fair value as of year-end of outstanding unvested stock awards granted in prior years | — | | Plus: change in fair value from prior year end to the vesting date of stock awards granted in prior years that vested in the covered year | 204,670 | | Compensation actually paid to Mr. Bartok | $1,198,158 |

  61. Pay Versus Performance

    (5)The dollar amounts reported represent the average of the amounts reported for the Company's non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for these purposes in each applicable fiscal year are as follows: (i) for 2024 and 2023, Donald J. Tomnitz, James D. Allen, and Mark S. Walker; and (ii) for 2022 and 2021, Donald J. Tomnitz and James D. Allen. (6)The dollar amounts reported represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718.

  62. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table (SCT) total compensation | $1,850,226 | | Less: average stock award values reported in SCT for the covered year | (466,686) | | Plus: average fair value as of year-end of stock awards granted in the covered year | 375,880 | | Plus: average year over year change in fair value as of year-end of outstanding unvested stock awards granted in prior years | 193,087 | | Plus: average change in fair value from prior year end to the vesting date of stock awards granted in prior years that vested in the covered year | 211,725 | | Average compensation actually paid to non-PEO NEOs | $2,164,232 |

  63. Pay Versus Performance

    (7)Total Shareholder Return (TSR) is calculated by assuming that a $100 investment was made on September 30, 2021. (8)The TSR Peer Group consists of the Peer Group, as used in the Company's stock performance graph in our annual report on Form 10-K, which is the same peer group disclosed on page 30 under “Competitive Pay Analysis and Peer Group.” (9)Amounts represent net income reported in the Company's audited financial statements for the applicable fiscal year and are included as required by Item 402(v) of Regulation S-K.

  64. Election of Directors

    Election of Directors To elect a director nominee, the votes cast “for” that nominee must exceed the votes cast “against” that nominee. In accordance with our Corporate Governance Guidelines, each incumbent nominee who does not receive the required vote for election must tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. For more information on the operation of our majority voting standard, see “Proposal No. 1 — Election of Directors.” Stockholders may not cumulate votes in the election of directors.