DEF 14A of Dream Finders Homes, Inc.
Filed Apr 16, 2026 · FY20250001628280-26-025557
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides that the number of directors on the Board will be no less than three, as established from time to time by resolution of the Board. The Board currently has set the size of the Board at five members. Each person listed below has been nominated to be re-elected to hold office as a director for a one-year term ending at the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and until his or her successor is duly elected or appointed and qualified or, if earlier, such nominee’s death, resignation or removal. Each nominee listed below currently serves on the Board, has consented to being named as a nominee for election and has indicated an intention to continue to serve on the Board if re-elected. The Board does not anticipate that any nominee will be unable to serve as a director, but, in the event that any such nominee is unable to serve as a director or should otherwise become unavailable, the Board may either elect to reduce the size of the Board or propose an alternate nominee, in which case the proxies will be voted for the alternate nominee unless directed to withhold from voting. There are no familial relationships among our directors and executive officers.
Director Nominees
Director Nominees The Board of Directors believes that it is necessary for its members to possess qualities, attributes and skills that contribute to a diverse range of views and perspectives among the directors and enhance the overall effectiveness of the Board. As prescribed in its committee charter and described further under “Corporate Governance and Director Independence—Selection and Evaluation of Director Candidates,” our Nominating and Governance Committee considers all factors it deems relevant when evaluating prospective candidates or current board members for nomination to the Board of Directors. The Board is comprised of highly qualified individuals with unique and special skills that assist in effective management of the Company for the benefit of our stockholders. Each of our directors possesses certain experience, qualifications, attributes and skills, as further described below, that led to our conclusion that he or she should serve as a member of the Board.
Directors’ Experience and Skills
Directors’ Experience and Skills
Directors’ Biographies
Directors’ Biographies
Directors’ Biographies
| Patrick O. Zalupski | President, Chief Executive Officer, and Chairman of the Board of Directors |
Directors’ Biographies
Mr. Zalupski, age 45, is our President and Chief Executive Officer (“CEO”) and has served as Chairman of the Board of Directors since January 2021. He has served as the CEO of our primary operating subsidiary, Dream Finders Homes LLC (“DFH LLC”), since its formation in December 2008, and as the CEO and a member of the board of managers of DFH LLC since its formation in 2014. He is responsible for our overall operations and management and is heavily involved in the origination, underwriting and structuring of all land investment activities. Under Mr. Zalupski’s leadership, we have grown from closing 27 homes in Jacksonville, Florida during our inaugural year in 2009 to establishing operations in markets across the Southeast, Mid-West and Mid-Atlantic regions of the United States, and have closed over 46,500 homes since our inception through the end of 2025. Prior to founding DFH LLC, Mr. Zalupski was a Financial Auditor for FedEx Corporation’s Internal Audit Department in Memphis, Tennessee and worked in the real estate sales and construction industry as Managing Partner of Bay Street Condominiums, LLC from 2006 to 2008. He previously served on the investment committee of DF Capital Management, LLC, an investment manager focused on investments in land banks and land development joint ventures to deliver finished lots to us and other homebuilders for the construction of new homes. Mr. Zalupski currently serves as a member of the University of Florida’s board of trustees. In September 2025, Mr. Zalupski further expanded his leadership in professional sports by becoming the majority owner, managing partner, and co-chair of the Tampa Bay Rays Major League Baseball franchise, as well as the principal owner of the Tampa Bay Rowdies professional soccer team; these roles are expected to provide opportunities in our new Tampa Bay market and other Florida communities, including expanding DFH’s marketing footprint. Mr. Zalupski brings extensive leadership, along with industry and operational experience, to the Board of Directors. Through his experience, his knowledge of our operations and our markets and his professional relationships within the homebuilding industry, Mr. Zalupski is highly qualified to identify important matters for review and deliberation by the Board of Directors and is instrumental in determining our corporate strategy. In addition, by serving as both the Chairman of the Board and our CEO, Mr. Zalupski serves as an invaluable bridge between our management and the Board of Directors and ensures that both parties act with a common purpose. Mr. Zalupski’s financial acumen, extensive industry experience and demonstrated leadership capabilities through the growth of our Company make him highly qualified to continue to serve as our Chairman of the Board.
Directors’ Biographies
| Justin W. Udelhofen | Director |
Directors’ Biographies
Mr. Udelhofen, age 46, has served as a member of the Board of Directors since January 2021. He also served on the board of managers of DFH LLC from December 2014 to January 2021. Mr. Udelhofen has been a private investor since July 2020. He previously founded Durant Partners LLC in October 2016, an investment fund that focuses on small-to-mid-capitalization equities, and served as Principal until June 2020. He also served on the board of managers of Durant Partners LLC. Prior to founding Durant Partners LLC, Mr. Udelhofen worked from 2006 to April 2016 at Water Street Capital, a multi-billion-dollar private investment firm in Jacksonville, Florida. Prior to joining Water Street Capital, Mr. Udelhofen researched businesses at growth-oriented mutual fund, Fred Alger Management. Prior to his services at Fred Alger Management, Mr. Udelhofen worked at Needham & Company, where he provided strategic insights to publicly traded companies, several initial public offerings and secondary offerings. Mr. Udelhofen’s extensive leadership experience, his investment expertise, his background of providing strategic insights to publicly traded companies and his involvement with initial public offerings and secondary offerings make him qualified to continue to serve on the Board of Directors. Mr. Udelhofen is a member of our Audit Committee, Nominating and Governance Committee and Compensation Committee. The Board of Directors has determined that Mr. Udelhofen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.
Directors’ Biographies
| Megha H. Parekh | Director |
Directors’ Biographies
Ms. Parekh, age 41, has served as a member of the Board of Directors since January 2021. In 2013, Ms. Parekh joined the Jacksonville Jaguars, a professional football franchise based in Jacksonville, Florida, as vice president and general counsel and, in 2016, was promoted to her current position as senior vice president and chief legal officer. Ms. Parekh manages the legal, technology, security, capital improvements and people development teams at the Jacksonville Jaguars. Since joining the Jacksonville Jaguars, Ms. Parekh has also worked on a number of other acquisitions and business ventures for Mr. Shad Khan, Jacksonville Jaguars’ owner, including serving as chief legal officer for Iguana Investments Florida, LLC and chief legal officer for All Elite Wrestling, LLC. Prior to joining the Jacksonville Jaguars, Ms. Parekh worked in the New York office of the international law firm Proskauer Rose LLP where she practiced corporate law and worked on public and private acquisitions, and financings and securities offerings. Ms. Parekh currently serves on the board of directors of the Jacksonville Jaguars Foundation, Inc. and the Florida Sports Foundation, Inc., and on the board of managers of the Black News Channel, an American broadcast television news channel based in Tallahassee, Florida targeting the African American demographic. Ms. Parekh’s 14 years of experience in acquisitions and business ventures and her legal expertise make her qualified to continue to serve on the Board of Directors. Ms. Parekh is a member of our Audit Committee and Nominating and Governance Committee.
Directors’ Biographies
| Leonard M. Sturm | Director |
Directors’ Biographies
Mr. Sturm, age 71, has served as a member of the Board of Directors since September 2022. Mr. Sturm retired at the end of 2014 as an audit partner in the New York office of KPMG LLP (“KPMG”) after a 37 year career conducting financial statement audits of primarily public companies and audits of internal controls under Section 404 of the Sarbanes-Oxley Act. He was a member of the New York audit leadership team for a number of years through 2012, and subsequently joined KPMG’s department of professional practice, assuming certain national responsibilities for KPMG’s quality review process until his retirement. Mr. Sturm also served as a member of KPMG’s audit committee for three years. During his tenure at KPMG, Mr. Sturm authored the annual “Metropolitan New York Regional Software Industry Outlook”, which provided comprehensive industry analysis and benchmarking data. Mr. Sturm was also a founder and treasurer on the board of directors of LISTnet, was the chairman of the board of directors for the Long Island Software and Technology Incubator, served as the treasurer on the board of directors of Gold Coast Villas Association, served as a member on the board of directors of the Huntington Chamber of Commerce, and served on the board of directors of Esplanade Lake Club Homeowners Association, Inc. He also served as president of the New York Chapter of the Association of Government Accountants, was a member on the defense contractor committee of the American Institute of CPA's and co-authored the “Government Contractors Industry Audit and Accounting Guide.” Mr. Sturm currently serves as a member of the board of directors and chairman of the audit committee of Jolley Holding Aruba, which consists of numerous private companies that primarily operate in commercial real estate, car dealership, car rental, retail and wholesale businesses. In that capacity, Mr. Sturm assists in board oversight of the integrity of the financial statements, the monitoring and management of financial risks, the effectiveness of internal financial controls, compliance with regulatory requirements and the work of the independent auditors and the internal audit function. Mr. Sturm's extensive leadership experience, his audit experience and his experience as a member of, or advisor to, boards, makes him qualified to continue to serve on the Board of Directors. Mr. Sturm is the Chair of our Audit Committee and the Chair of our Compensation Committee, and a member of our Nominating and Governance Committee. The Board of Directors has determined that Mr. Sturm qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.
Directors’ Biographies
| William W. Weatherford | Director |
Directors’ Biographies
Mr. Weatherford, age 46, brings more than two decades of governance, financial and risk management expertise to the Company’s Board. He currently serves as Chairman of the University of South Florida’s Board of Trustees, and also recently served as Co-Chairman of the Host Committee for Super Bowl LV in Tampa, Florida. In addition to chairing the board at the University of South Florida, Mr. Weatherford currently serves on the boards of Kitson & Partners, PayIt, Utility, Inc., and The American Enterprise Institute. Mr. Weatherford is the managing partner of Weatherford Capital. Prior to the founding of Weatherford Capital, Mr. Weatherford made history when he was sworn in as the 84th Speaker of the Florida House of Representatives in 2012, becoming the youngest presiding officer of any state legislative chamber in the United States at the time. He served in the Florida Legislature from 2006 until 2014 and used his position as Speaker to advocate for social mobility through free enterprise and education reform. Following his time in office, he founded Weatherford Capital with his brothers Drew and Sam to build and invest in world-class businesses that positively impact the world. Beyond Weatherford Capital, he has continued to serve his community by working to improve Florida’s business and educational climate. Mr. Weatherford serves on several additional boards, including GuideWell and The Florida Council of 100, among others. Mr. Weatherford also has previous public company board experience from his directorships with Sunshine Bancorp, Inc. from 2015 to 2018 and Mallard Acquisition Corp. from 2020 to 2022. Mr. Weatherford earned his B.S. degree in International Business from the Davis College of Business at Jacksonville University, where he was recruited to play football. Mr. Weatherford’s extensive political, investment and management expertise and his previous experience of serving on public boards make him qualified to continue to serve on the Board of Directors. Mr. Weatherford is the Chair of our Nominating and Governance Committee.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Our Compensation Committee is responsible for evaluating and approving compensation for our non-employee directors. For 2025, our Compensation Committee approved the following compensation for our non-employee directors: • An annual cash retainer of $50,000; and • An annual restricted stock award valued at $125,000 on the approval date that vests over one year. In addition, annual cash retainers for Board committee service were paid to the non-employee directors as applicable, equal to $50,000 for our Audit Committee chair, $20,000 for each of our other committee chairs, and $10,000 for non-chair service on each of our committees. Directors have the option to receive restricted stock with a one-year vesting period in lieu of their cash retainers, as applicable. We also reimburse our directors for reasonable out-of-pocket expenses, such as those incurred for travel in connection with attendance in person at Board or committee meetings. Based on consideration of comparable director compensation across the homebuilding industry and the responsibilities of the directors, for 2026, our Compensation Committee approved an increase of the annual cash retainer to $75,000 and an increase of the annual restricted stock award to $150,000. Otherwise, we expect non-employee director compensation to remain the same in 2026.
Director Compensation
Director Compensation The following table provides information regarding compensation earned by our directors for service rendered during the year ended December 31, 2025. Mr. Zalupski, our President, CEO and Chairman of the Board, receives no additional compensation for serving on the Board, and his 2025 compensation is disclosed under “Executive Compensation.”
Director Compensation
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Justin. W. Udelhofen | 80,000 | 113,826 | 193,826 | | Megha H. Parekh | 70,000 | 113,826 | 183,826 | | Leonard M. Sturm | 125,833 | 113,826 | 239,659 | | William W. Weatherford(3) | — | 172,307 | 172,307 | | W. Radford Lovett II(4) | 50,000 | 113,826 | 163,826 |
Director Compensation
(1)Represents annual Board and Committee retainers, which directors received in cash. (2)Based on grant date fair value of restricted stock units granted during 2025 and calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)In accordance with the previously outlined option available to directors, William W. Weatherford elected to receive restricted stock, which will vest over one year from the grant date, in lieu of receiving the cash retainer. (4)W. Radford Lovett II, a former director, was compensated according to his contributions throughout the 2025 service year. Mr. Lovett resigned from the Board of Directors on June 9, 2025, coinciding with the Company’s Annual Meeting of Stockholders and before the start of the 2026 service year for the Board.
Philosophy and Context of Our Executive Compensation Program
Philosophy and Context of Our Executive Compensation Program Our executive compensation program is designed to motivate, reward, attract and retain the talent necessary to ensure our continued success as the Company evolves. The program seeks to align executive compensation with our short- and long-term objectives, business strategy, financial performance and long-term value creation for our stockholders. As part of our executive pay strategy: •We pay base salaries that reflect competitive market levels, individual merit and internal parity considerations; •We pay a portion of incentives in the form of equity awards that contain a multi-year time-based vesting schedule as a retention mechanism; and •We maintain an incentive structure that considers achievement of Company-specific performance factors.
Compensation Governance Practices
| What We Do | | | ✔ | Annual Compensation Review. The Compensation Committee conducts an annual review of compensation for our NEOs and a review of compensation-related risks. | | ✔ | Compensation At-Risk and Performance-based. A significant portion of our NEOs compensation is subject to variable pay arrangements that are determined by the Compensation Committee in connection with our performance. | | ✔ | Multi-Year Vesting Requirements. Time-based restricted stock units granted to our NEOs generally vest over three or five years. | | ✔ | Share Ownership Guidelines. We have established minimum share ownership requirements of 5x base salary for our CEO and 3x base salary for our other NEOs. | | ✔ | Compensation Recovery Policy. We have adopted a compensation recovery policy that provides that we shall, except in limited circumstances, recover any erroneously awarded incentive-based compensation from our NEOs. | | ✔ | Retain An Independent Compensation Consultant. By retaining an independent compensation consultant, the Compensation Committee is able to make informed decisions that reflect current market practices, regulatory requirements, and the Company’s strategic objectives. | | What We Don’t Do | | | ✘ | No Tax Reimbursements. No tax reimbursements on any tax liability that our NEOs might owe. | | ✘ | No Excessive Severance or Change in Control Benefits. We offer reasonable severance and change in control benefits to executives, aligning with market practices to protect both the Company and its executives without promoting excessive risk or rewarding poor performance. |
Compensation Risk Assessment and Timing of Equity Awards
Compensation Risk Assessment and Timing of Equity Awards The Compensation Committee monitors the Company’s incentive and equity-based compensation plans for both executive and non-executive employees, and annually reviews the programs against the Company’s strategic goals, industry practices and emerging trends in order to ensure alignment with stockholder interests. As part of this evaluation, the Compensation Committee considers whether the program components encourage or otherwise promote the taking of inappropriate or unacceptable risks that could threaten the Company’s long-term value. Based on a review by our Compensation Committee, such directors determined that the mix and design of the elements of such programs do not encourage our employees to assume excessive risks, and accordingly are not reasonably likely to have a material adverse effect on the Company. To date, we have not awarded stock options under our compensation plans. We compensate our NEOs and directors with time vesting awards of restricted stock annually, with the awards typically made in March of each year following the filing of the Company’s Annual Report on Form 10-K. The Compensation Committee believes that timing the awards to follow the Company’s Annual Report on Form 10-K filing generally ensures that all material, non-public information has been released prior to the awards being made.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee retained an independent compensation consultant, Compensation Advisory Partners (“CAP”), to provide information, analysis and other advice relating to our executive compensation program. CAP provided the following advisory services in 2025: •Consulted with management in between Compensation Committee meetings; •Provided competitive market data for our NEO positions; and •Assisted with the evaluation of the effectiveness of our overall executive compensation program and related disclosure. CAP did not provide any services to us other than the consulting services to the Compensation Committee.
Competitive Considerations
With the assistance of its compensation consultant, CAP, the Compensation Committee reviewed and considered the compensation levels and practices of this group. The purpose of the comparison was to gain an additional point of reference, but was just one of several analytic tools that were used in making compensation decisions for the overall incentive compensation package, including specified ranges for short-term incentive compensation. The peer group is reviewed on an annual basis and, if necessary, updated to better align the peer companies with our overall business strategy and to respond to peer circumstances, such as a change in public status. The Compensation Committee considered comparative peer data together with a number of factors—including market practices, Company and individual performance, and internal parity—when making compensation decisions for 2025, without placing any particular weight on any one factor.
Annual Short-Term Cash Incentives
Annual Short-Term Cash Incentives Annual short-term compensation is designed to incentivize our NEOs at a variable level of compensation based on the Company’s performance as well as the individual’s performance. For 2025, our Compensation Committee established the following annual cash incentive targets for our NEOs, representing 50% of the total incentive target for the CEO and 43% of the total incentive target for the CFO:
Annual Short-Term Cash Incentives
| Name | 2025 Cash Incentive Target ($) | | Patrick O. Zalupski | 5,550,000 | | L. Anabel Ramsay | 1,000,000 |
Annual Short-Term Cash Incentives
The Compensation Committee evaluates performance for short-term incentives based on a number of factors and include a comprehensive review of Company performance, with a focus on adjusted pre-tax income for our CEO, as explained below, and individual performance. Adjusted pre-tax income is the primary measure when determining the annual incentives for our CEO. For 2025, the Compensation Committee set an adjusted pre-tax income target of $450 million for the year, which was the aggregate of $76 million, $87 million, $124 million and $163 million for the first through fourth quarters of 2025, respectively, as reflected in the Company’s Board Plan (“budget”). When determining the adjusted pre-tax income, the Committee maintains the discretion to exclude items, including, but not limited to, merger/acquisition costs, litigation expense, restructuring costs, changes in accounting, extraordinary income, and similar items. The Compensation Committee established a threshold level of performance at 80% of the adjusted pre-tax income target and a maximum level of performance at 125% of the adjusted pre-tax income target that would result in a payout between 50% and 140% of the incentive target, respectively. Performance below 80% of the adjusted pre-tax income target would result in a 0% payout. Once the threshold is met, the incentive payout is then determined based on the scale below:
Annual Short-Term Cash Incentives
| 2025 Pre-Tax Income Ranges (in millions) | Adjusted Pre-Tax Income Achievement (As a % of adjusted pre-tax income target) | Annual Incentive Payout Opportunity (As a % of incentive target) | | >$562 | 125% | 140% | | $477 - $562 | 106% - 125% | 110% - 140% | | $432 - $477 | 96% - 106% | 90% - 110% | | $360 - $432 | 80% - 96% | 50% - 90% | | <$360 | <80% | 0% |
Annual Short-Term Cash Incentives
Once the Committee determines the adjusted pre-tax income achievement range, the Committee evaluates performance based on three other performance metrics: (i) home closings, (ii) return on participating equity and (iii) net debt to capitalization ratio to determine the final payout within the range. When adjusted pre-tax income falls between 80% and 125% of the adjusted pre-tax income target, an incremental third of the payout range is achieved by meeting or exceeding the targets for each annual metric detailed below:
Annual Short-Term Cash Incentives
| Other Performance Metrics | 2025 Other Performance Metrics Targets | Performance Hurdle | | Home closings | 9,250 | Minimum | | Return on participating equity | 23.8% | Minimum | | Net debt to capitalization ratio(1) | 37.3% | Maximum |
Annual Short-Term Cash Incentives
(1)Net debt to capitalization ratio as defined in the credit agreement for our senior unsecured revolving credit facility. For 2025, the Company achieved adjusted pre-tax income of $395 million, which exceeded the 80% of adjusted pre-tax income threshold performance hurdle. The Company did not achieve the performance hurdles based on home closings, return on participating equity and net debt to capitalization ratio. This resulted in a minimum cash incentive payout of 50% of target. Regarding the adjustments to pre-tax income, the Committee considered that the operating environment became increasingly challenging subsequent to the Company’s determination of the initial budget. Specifically, the Committee acknowledged that broader economic and housing market headwinds further weakened consumer confidence and pressuring affordability resulted in a heavier-than-anticipated reliance on sales incentives and mortgage interest rate buydowns to sustain demand. These conditions led to reduced average sales prices of homes closed and compressed gross margins and pre-tax income. To align with the shift in operating strategy needed to navigate the evolving macroenvironment, the Committee determined that 2025 performance should be reviewed each quarter, relative to budget. Consistent with this approach, the Committee made adjustments to our 2025 adjusted pre-tax income calculation solely for the increased level of sales incentives and forward commitment costs associated with mortgage interest rate buydowns compared to these amounts from 2024 that were utilized to establish the 2025 budget. In addition, the Committee made adjustments for litigation expenses. For the first and second quarters of 2025, the Company achieved adjusted pre-tax income of $102 million and $102 million, respectively, which reflected 134% and 117% of adjusted pre-tax income quarterly target performance, respectively, and did not meet the threshold level of performance for the third and fourth quarters of 2025. Applying the same methodology and scale from the above table for the year to each of the quarters in 2025, the CEO was awarded cash incentive compensation of $1.9 million, $1.8 million, zero and zero for the first through fourth quarters of 2025, respectively, which aggregated to a below target cash payment of 67% of the incentive target for 2025. Our CFO’s annual cash incentive was determined based on an evaluation of discretionary, qualitative measures in the areas of internal control, compliance, reporting, balance sheet management, functional oversight and integration, as well as a maximum quantitative metric of net debt to capitalization ratio of 37.3%. The Compensation Committee reasoned that the CFO’s incentive compensation should not be solely dependent on the financial performance of the Company. To assess the CFO’s accomplishments in terms of qualitative metrics, the Compensation Committee collaborated with the CEO. In 2025, the CFO successfully fulfilled the qualitative goals, but the Company did not achieve the target net debt to capitalization ratio. As a result, the CFO was awarded an annual cash incentive payment of 90% of target ($0.9 million) for 2025.
Long-Term Incentive—Equity Awards
Long-Term Incentive—Equity Awards For 2025 performance, annual equity awards were a component of our compensation structure for executives in order to more effectively align the interests of executive officers and our stockholders and increase retention through ensuring long-term incentive arrangements remain in place. The long-term incentive awards for 2025 performance (granted on March 6, 2026) consisted of three-year annual vesting restricted stock units for our CEO and both three-year and five-year vesting restricted stock units for our CFO. The target long-term incentive equity award values for the CEO and CFO were $5.6 million and $1.3 million, respectively. These long-term incentive award values differ from the Stock Awards column of the Summary Compensation Table and Grants of Plan-Based Awards table as SEC regulations require those tables to reflect awards granted in 2025 for 2024 performance, as described in the 2025 proxy statement.
Executive Employment Agreements
Executive Employment Agreements We have the following employment agreements with our NEOs, as described below: Patrick O. Zalupski. The Company’s employment agreement with Mr. Zalupski: (i) provides for a minimum base salary of $1,150,000; (ii) provides that he is entitled to use aircrafts chartered by the Company for business and personal travel (subject to compliance with the Company’s personal use policy established by the Compensation Committee); (iii) provides that his entitlement to any perquisites shall be governed by the Company’s policies in effect from time to time; and (iv) includes an acknowledgement that any compensation payable after the effective date will be subject to the Company’s Compensation Recovery Policy. Mr. Zalupski’s executive employment agreement provides for the payment of three months’ worth of Company-paid Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums as severance benefits in the event of an involuntary termination by us without cause. L. Anabel Ramsay. The Company’s employment agreement with Ms. Ramsay: (i) provides for a minimum base salary of $650,000; (ii) provides for one year of base salary and reimbursement of COBRA coverage payable over 12 months as severance in the event she is terminated without Cause (as defined therein), increasing to two years of base salary and reimbursement of COBRA coverage payable over 24 months if such termination occurs within 24 months of a Change in Control (as defined in the employment agreement); (iii) provides that any unvested restricted stock units owned upon death, disability or a Change in Control (as defined in the employment agreement) in which Mr. Zalupski does not retain control of the acquiror or successor will immediately become fully vested; (iv) provides that any unvested restricted stock units owned following a Change in Control (as defined in the employment agreement) in which Mr. Zalupski does retain control of the acquiror or successor will immediately become fully vested if the executive is terminated without Cause (as defined in the employment agreement) during the 24 months following such Change in Control; (v) provides that her entitlement to any perquisites shall be governed by the Company’s policies in effect from time to time; and (vi) includes an acknowledgement that any compensation payable after the effective date will be subject to the Company’s Compensation Recovery Policy.
Severance and Change in Control Benefits
Severance and Change in Control Benefits The employment agreement for Ms. Ramsay provides that if we terminate Ms. Ramsay’s employment involuntarily without cause, Ms. Ramsay would be entitled to receive severance payments equal to 12 months’ worth of her then-current base salary as in effect at the time of such termination, plus 12 months’ worth of Company-paid COBRA premiums. If we terminate Ms. Ramsay’s employment involuntarily without cause within the 24-month period following a change in control of the Company, Ms. Ramsay would be entitled to receive severance payments equal to 24 months’ worth of her then-current base salary as in effect at the time of such termination, plus 24 months’ worth of Company-paid COBRA premiums. Following death, disability, or a change in control in which Mr. Zalupski does not retain control of the acquiror or successor, any unvested restricted stock units owned by Ms. Ramsay will immediately become fully vested. Further, following a change in control in which Mr. Zalupski does retain control of the acquiror or successor, if Ms. Ramsay is terminated without cause during the 24 months following such change in control, any unvested restricted stock units owned by Ms. Ramsay will immediately become fully vested. All severance and change in control benefits are subject to execution of an effective general release of claims in our favor and continued compliance with certain non-competition and other restrictive covenants.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning compensation of NEOs for the years ended December 31, 2025, 2024 and 2023. As we have two “executive officers” as such term is defined in Rule 3b-7 of the Exchange Act, we have two “named executive officers,” and the compensation for each is disclosed in the following table. The amounts shown below are discussed further under “Compensation Discussion and Analysis—2025 Executive Compensation Program in Detail.”
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Patrick O. Zalupski | 2025 | 1,276,923 | — | 4,836,763 | 3,746,000 | 368,244 | 10,227,930 | | President, Chief Executive Officer | 2024 | 1,186,539 | — | 5,137,271 | 5,843,750 | 712,248 | 12,879,808 | | and Chairman of the Board | 2023 | 1,122,308 | — | 4,622,282 | 5,250,000 | 372,912 | 11,367,502 | | L. Anabel Ramsay | 2025 | 738,462 | 900,000 | 910,462 | — | 27,901 | 2,576,825 | | Senior Vice President | 2024 | 686,539 | 750,000 | 1,370,001 | — | 27,510 | 2,834,050 | | and Chief Financial Officer | 2023 | 631,538 | 500,000 | 1,047,730 | — | 22,770 | 2,202,038 |
Summary Compensation Table
(1)Base salary changes are typically made effective during March of the respective year in which a change occurs. (2)Based on the grant date fair value of such awards and calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13, Stock-Based Compensation to our consolidated financial statements reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)Amounts reflected within the “All Other Compensation” column for the fiscal year ended December 31, 2025 are comprised of the following amounts:
Summary Compensation Table
| Name and Principal Position | Employer Contributions to 401(k) Plan ($) | Perquisites ($)(1) | Total ($) | | Patrick O. Zalupski | 14,000 | 354,244 | 368,244 | | L. Anabel Ramsay | 14,000 | 13,901 | 27,901 |
Summary Compensation Table
(1)Represents the personal benefit derived by the NEOs from Company-paid travel and golf memberships. For Mr. Zalupski, also represents the personal benefit derived from expenses related to the use of leased property, and networking and business entertainment expenses. The amounts for Mr. Zalupski include $326,468 of costs associated with the use of Company-chartered aircrafts.
Pay Ratio
Pay Ratio We have estimated the ratio between our 2025 CEO’s total compensation and the median annual total compensation of all employees (except the chief executive officer). In searching for the median employee, we considered annualized taxable compensation totals in 2025. We identified the “Median Employee” based on the annualized taxable compensation of all full-time, part-time and temporary employees employed by us as of December 31, 2025. The Median Employee’s compensation was calculated in accordance with the Summary Compensation Table (“SCT”) rules. Our CEO in 2025 had annual total compensation of $10,227,930 and our Median Employee had annual total compensation of $105,331. Therefore, we estimate that our CEO’s annual total compensation in 2025 is 97 times that of the median of the annual total compensation of all of our employees. SEC rules permit companies to use various methodologies, exclusions, estimates, and assumptions in identifying the median employee and calculating the pay ratio. Therefore, pay ratios reported by other companies may not be comparable to the pay ratio reported above due to differences in employee populations and compensation practices.
Pay Versus Performance
Pay Versus Performance The table below includes information regarding the Company’s performance and the compensation actually paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs for the corresponding fiscal year, as calculated in accordance with the requirements of Regulation S-K.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Fiscal Year Ended December 31,(1) | Summary Compensation Table (SCT) Total for PEO ($)(2) | CAP to PEO ($)(3) | Average SCT Total for Non-PEO NEOs ($)(2) | Average CAP to Non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income (in thousands) ($)(6) | Adjusted Pre-Tax Income (in thousands) ($)(7) | | 2025 | 10,227,930 | 7,777,772 | 2,576,825 | 1,871,259 | 82 | 163 | 217,404 | 395,498 | | 2024 | 12,879,808 | 7,550,989 | 7,322,225 | 5,208,396 | 111 | 166 | 340,582 | 437,366 | | 2023 | 11,367,502 | 26,361,566 | 6,419,061 | 12,617,078 | 170 | 151 | 307,942 | 404,425 | | 2022 | 8,287,488 | 3,789,895 | 4,626,049 | 3,687,962 | 42 | 106 | 274,297 | 345,172 | | 2021 | 14,391,664 | 12,683,973 | 2,210,117 | 2,077,460 | 93 | 136 | 134,594 | 168,998 |
Pay Versus Performance
(1)Mr. Zalupski served as the PEO for the entirety of each of the fiscal years shown on the table above. Our non-PEO NEOs for the applicable years were as follows: 2025: L. Anabel Ramsay 2024: J. Douglas Moran (through December 23, 2024), L. Anabel Ramsay 2023: J. Douglas Moran, L. Anabel Ramsay 2022: J. Douglas Moran, L. Anabel Ramsay 2021: J. Douglas Moran, Rick A. Moyer (Former Senior Vice President and Chief Financial Officer through September 30, 2021), L. Anabel Ramsay (effective October 6, 2021) (2)Amounts reported in these columns represent the total compensation reported in the SCT for the corresponding year in the case of the PEO and the average total compensation reported in the SCT for the non-PEO NEOs for the corresponding year. (3)To calculate CAP, adjustments were made to the amounts reported in the SCT for the corresponding year. A reconciliation of the adjustments for the PEO and for the non-PEO NEOs is set forth below. (4)Assumes $100 invested based on the closing stock price on January 21, 2021, the date of our initial public offering, in our Class A common stock. Historic performance of the stock price of our Class A common stock is not necessarily indicative of future performance. (5)The Total Shareholder Return (“TSR”) Peer Group consists of the Standard and Poor’s Homebuilders Select Industry Index, an independently prepared index that includes companies in the homebuilding industry. (6)The Company’s net income calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for each year indicated. (7)When determining actual adjusted pre-tax income, the Committee may decide to exclude certain items. Refer to the section entitled “Annual Short-Term Cash Incentives” above for additional discussion of this metric. Reconciliation of CAP Adjustments:
Pay Versus Performance
| Year | Summary Compensation Table Total ($)(1) | Less, Grant Date Fair Value of Stock Awards Granted During Year ($)(2) | Plus, Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year ($)(3) | Plus/(Minus), Change in Fair Value of Prior Year Stock Awards Outstanding And Unvested ($)(4) | Plus, Vest Date Fair Value of Stock Awards Granted and Vested in Year ($)(5) | Plus/(Minus), Change in Fair Value of Prior Year Stock Awards that Vested During Year ($)(6) | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest During Year ($)(7) | Equals CAP ($) | | PEO | | | | | | | | | | 2025 | 10,227,930 | (4,836,763) | 3,389,699 | (1,304,542) | — | 301,448 | — | 7,777,772 | | 2024 | 12,879,808 | (5,137,271) | 3,091,396 | (3,446,642) | — | 163,698 | — | 7,550,989 | | 2023 | 11,367,502 | (4,622,282) | 13,096,465 | 6,035,889 | — | 483,992 | — | 26,361,566 | | 2022 | 8,287,488 | (1,812,500) | 919,519 | (3,319,997) | — | (284,615) | — | 3,789,895 | | 2021 | 14,391,664 | (10,684,605) | 8,976,914 | — | — | — | — | 12,683,973 | | Average of Non-PEO NEOs | | | | | | | | | | 2025 | 2,576,825 | (910,462) | 638,069 | (485,283) | — | 52,110 | — | 1,871,259 | | 2024 | 7,322,225 | (3,253,636) | 1,957,903 | (1,118,305) | — | 300,209 | — | 5,208,396 | | 2023 | 6,419,061 | (2,835,006) | 8,032,516 | 868,405 | — | 132,102 | — | 12,617,078 | | 2022 | 4,626,049 | (1,256,250) | 637,320 | (293,957) | — | (25,200) | — | 3,687,962 | | 2021 | 2,210,117 | (927,481) | 794,824 | — | — | — | — | 2,077,460 |
Pay Versus Performance
(1)Total compensation included in the SCT for the corresponding year. With respect to the other NEOs, amounts shown represent averages. (2)Grant date fair value of the stock awards granted during the corresponding year. (3)Fair value as of the corresponding year-end of the outstanding and unvested stock awards granted during such year. (4)Change in fair value during the corresponding year of each stock award that was granted in a prior year that remained outstanding and unvested as of the last day of the corresponding year, and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. (5)Fair value as of the vesting date of the stock awards that were granted and vested during the corresponding year. (6)Change in fair value of each stock award that was granted in a prior year and which vested during the corresponding year, measured from the prior year-end to the vesting date. (7)Fair value as of the last day of the prior year of the stock awards that were granted in a prior year and which failed to meet the applicable vesting conditions in the corresponding year. Relationship Between Pay and Performance We believe the CAP in each of the years reported above and over the cumulative period are reflective of the Committee’s emphasis on “pay for performance” as the CAP fluctuated year-over-year, primarily due to the result of our stock price, our varying levels of achievement against performance targets under our annual short-term cash incentive program and long-term incentive program, including our adjusted pre-tax income performance, the make-up of the Non-PEO NEOs group and a one-time special bonus awarded in 2021 to the PEO in relation to the successful completion of the Company’s initial public offering. Adjusted pre-tax income is a key factor in determining short-term incentive compensation, as explained in the CD&A above. The following graphs illustrate the relationship between CAP to our PEO (in thousands) and Average NEOs (in thousands) and our TSR, net income (in thousands) and adjusted pre-tax income (in thousands), respectively, as well as our TSR versus the TSR of the TSR Peer Group. For the relationship between Company TSR versus TSR of the Peer Group, January 21, 2021 has been used as the beginning period, the date of the Company’s initial public offering. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the CEO The financial and other performance measures listed below are the metrics the Compensation Committee deems as the most important measures used by the Company to determine compensation. Refer to the CD&A for a further explanation of the Company’s executive compensation program: •Adjusted pre-tax income •Home closings •Return on participating equity •Net debt to capitalization ratio(1) (1)Net debt to capitalization ratio as defined in the credit agreement for our senior unsecured revolving credit facility.
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025 The following table sets forth information with respect to plan-based awards made to our NEOs during the year ended December 31, 2025:
Grants of Plan-Based Awards During 2025
| Name | Type | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Patrick O. Zalupski | Short-Term Incentive | — | 2,775,000 | 5,550,000 | 7,770,000 | — | — | | | Restricted stock units | 3/5/2025 | — | — | — | 198,228 | 4,836,763 | | L. Anabel Ramsay | Restricted stock units | 3/5/2025 | — | — | — | 37,314 | 910,462 |
Grants of Plan-Based Awards During 2025
(1)Amounts reported represent the potential future payout under our short-term incentive plan. The actual payout under this plan is reflected in the “Non-Equity Incentive Plan Compensation” column of the SCT. (2)The restricted stock units vest equally annually over three years for Mr. Zalupski with the first vesting on March 6, 2026. For Ms. Ramsay, 18,657 of the restricted stock units vest equally annually over three years, and 18,657 of the restricted stock units vest equally annually over five years, with the first vesting for all restricted stock units on March 6, 2026. (3)Based on the grant date fair value of restricted stock units and calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10, Fair Value Disclosures to our consolidated financial statements reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information with respect to restricted stock units that remain unvested as of December 31, 2025:
Outstanding Equity Awards
| | Stock Awards | | | Name | Number of shares that have not vested (#)(1) | Value of shares that have not vested ($)(2) | | Patrick O. Zalupski | 409,661 | 7,005,203 | | L. Anabel Ramsay | 115,966 | 1,983,019 |
Outstanding Equity Awards
(1)Restricted stock units as of December 31, 2025, which were granted under the 2021 Equity Incentive Plan. (2)Market value of unvested restricted stock units is based on a closing price of $17.10 for a share of our common stock on the NYSE on December 31, 2025.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth information about restricted stock vesting for our NEOs in 2025. Our NEOs do not have any options outstanding and did not exercise any options in 2025, as the Company has not awarded stock options to date.
Option Exercises and Stock Vested in 2025
| | Stock Awards | | | Name | Number of shares acquired on vesting (#)(1) | Value of shares realized on vesting ($)(2) | | Patrick O. Zalupski | 202,545 | 5,014,670 | | L. Anabel Ramsay | 40,510 | 994,778 |
Option Exercises and Stock Vested in 2025
(1)Includes shares withheld for payment of taxes associated with the vesting. (2)The amounts in this column represent the aggregate market value of the shares of common stock acquired upon vesting based on the closing price on the applicable vesting date or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table quantifies the amount of cash payments and the value of any equity acceleration and other benefits NEOs would have received in connection with certain terminations of employment, or in connection with a change in control of DFH, Inc. as if such event had occurred on December 31, 2025. Additional information regarding the prior and current employment agreements for NEOs and our 2021 Equity Incentive Plan is contained in our CD&A section under the headings “Executive Employment Agreements” and “Long-Term Incentive—Equity Awards.” The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed below. Generally, in the event of a termination for “cause” or a resignation for any reason, NEOs are entitled only to earned but unpaid salary, vested benefits under applicable benefit plans and reimbursement of business expenses. The amounts shown in the table below assume that all applicable contingencies, such as execution of a release of claims and continuing compliance with any restrictive covenants, as applicable, will be satisfied.
Potential Payments Upon Termination or Change in Control
| Name | Event | Salary ($) | Health/Welfare Benefits ($) | Equity Acceleration ($) | Total ($) | | Patrick O. Zalupski | Involuntary Termination(1) | — | 6,241 | — | 6,241 | | L. Anabel Ramsay | Involuntary Termination(2) | 750,000 | — | — | 750,000 | | | Change in Control(3) | — | — | 1,983,019 | 1,983,019 | | | Change in Control with Involuntary Termination(4) | 1,500,000 | — | 1,983,019 | 3,483,019 | | | Death or Disability(5) | — | — | 1,983,019 | 1,983,019 |
Potential Payments Upon Termination or Change in Control
(1)Mr. Zalupski’s employment agreement provides that if the Company terminates Mr. Zalupski without cause, he would be entitled to receive severance payments equal to three months’ worth of Company-paid Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums. (2)In the event Ms. Ramsay is terminated by the Company without cause (as defined in her employment agreement), she would be entitled to receive severance payments equal to 12 months’ worth of her then-current base salary as in effect at the time of such termination. During 2025, Ms. Ramsay did not participate in the Company’s health plan. If Ms. Ramsay enrolls in the Company’s plan in the future, she would also be entitled to Company-paid COBRA premiums for a period of 12 months. (3)Following a change in control in which Mr. Zalupski does not retain control of the acquiror or successor, any unvested restricted stock units owned by Ms. Ramsay will immediately become fully vested. (4)Following a change in control in which Mr. Zalupski does retain control of the acquiror or successor, if Ms. Ramsay is terminated without cause during the 24 months following such change in control, any unvested restricted stock units owned by Ms. Ramsay will immediately become fully vested. If the Company terminated Ms. Ramsay’s employment involuntarily without cause within the 24-month period following a change in control of the Company, Ms. Ramsay would be entitled to receive severance payments equal to two years’ of her then-current base salary as in effect at the time of such termination. During 2025, Ms. Ramsay did not participate in the Company’s health plan. If Ms. Ramsay enrolls in the Company’s plan in the future, she would also be entitled to Company-paid COBRA premiums for a period of 24 months. (5)Following death or disability, any unvested restricted stock units owned by Ms. Ramsay will immediately become fully vested.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan We offer a non-qualified deferred compensation plan (or “deferred compensation plan”) to our NEOs as well as other highly compensated employees in order to allow them additional pre-tax income deferrals above and beyond the limited caps that qualified plans, such as 401(k) plans, impose on highly compensated employees. The deferred compensation plan allows eligible participants to defer up to 75% of their base salary, 80% of commissions and up to 100% of their qualifying bonuses and annual cash incentives. The deferred compensation plan also allows for discretionary employer contributions, although to date all contributions to the plan have been funded by the employees and we do not currently offer a contribution match. Employee deferrals are deemed 100% vested upon contribution. After a minimum of three years from the date of contribution, eligible participants may elect distributions to be received while still employed (“in-service distributions”). These in-service distributions can be made as either a lump sum or in annual installments not to exceed four years. Eligible participants also may elect distributions to be received upon separation of employment, which allows for a lump sum or annual installments for a period not to exceed 10 years. Participants in the deferred compensation plan are entitled to select from a wide variety of investments available under the plan and will be allocated gains or losses based upon the performance of the investments selected by the participant. All gains or losses are allocated fully to plan participants and the Company does not guarantee a rate of return on deferred balances. The below table reflects activity for our NEOs that participated in the deferred compensation plan during 2025.
Nonqualified Deferred Compensation Plan
| Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | L. Anabel Ramsay | 38,077 | — | 11,756 | — | 65,465 |
Nonqualified Deferred Compensation Plan
(1)Dream Finders Homes did not provide matching contributions during this period. (2)These amounts do not include any above-market or preferential earnings. Accordingly, these amounts are not reported in the SCT. (3)No amount in this column that represents executive contributions has previously been reported as compensation to the NEO in the SCT in the year of contribution.
DIRECTORS
DIRECTORS Section 1. Number, Election, Tenure and Qualification. Except as otherwise provided in the Certificate of Incorporation, the number of Directors that shall constitute the whole Board of Directors shall be not less than three. Within such limit, the number of Directors shall be determined by the majority vote of the Board of Directors. Only those persons nominated for election to the Board of Directors in accordance with the requirements and procedures set forth in these Amended and Restated Bylaws shall be eligible for election as Directors. The Directors shall be elected at the annual meeting or any special meeting of stockholders, or by written consent in lieu of an annual meeting or special meeting of stockholders (provided, however, that if such written consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting of stockholders only if all of the directorships to which Directors could be elected at an annual meeting of stockholders held at the effective time of such written consent are vacant and are filled by such written consent), except as provided in ARTICLE III, Section 3. Each Director shall hold office for the term for which he or she is elected, and until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise provided in the Certificate of Incorporation, Directors need not be stockholders nor residents of the State of Delaware. Section 2. Size of the Board of Directors. Except as otherwise provided in the Certificate of Incorporation and these Amended and Restated Bylaws, the number of Directors may be increased or decreased at any time by the majority vote of the Directors then in office; provided that the number of Directors shall not be decreased to an amount less than the number of Directors then in office. Section 3. Vacancies. Vacancies resulting from death, resignation, disqualification, removal or other cause and newly created directorships resulting from any increase in the authorized number of Directors may be filled by the majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director, and a Director so chosen shall hold office until the next annual election of Directors and until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by the General Corporation Law. In the event of a vacancy on the Board of Directors, the remaining Directors, except as otherwise provided by the General Corporation Law, the Certificate of Incorporation or these Amended and Restated Bylaws, may exercise the powers of the full Board of Directors until such vacancy is filled. Section 4. Resignation and Removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation at its principal place of business or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Director or the entire Board of Directors may be removed, with or without cause, by the holders of capital stock of the Corporation representing a majority in voting power of the shares then entitled to vote at an election of Directors, unless otherwise specified by the General Corporation Law or the Certificate of Incorporation. Section 5. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Amended and Restated Bylaws restricted, or directed or required to be exercised or done by the stockholders. Section 6. Chairman of the Board. If the Board of Directors appoints a chairman or co-chairmen of the Board, either chairman or co-chairman, when present, may (or, if only one chairman or co-chairman is present, such chairman or co-chairman shall) preside at all meetings of stockholders and the Board of Directors. Each chairman or co-chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of directors or as may be vested in such chairman or co-chairman by the Board of Directors. Section 7. Place of Meetings. All meetings of the Board of Directors shall be held at such place within or without the State of Delaware as shall from time to time be determined by the Board of Directors. Section 8. Regular Meetings. Unless otherwise determined by the Board of Directors, a regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and, if the annual meeting of stockholders is held at a place, at the same place as the annual meeting of stockholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. Additional regular meetings of the Board of Directors may be held without call or notice at such time and place as shall from time to time be determined by the Board of Directors; provided that any Director who is absent when such determination is made shall be given prompt notice of such determination. Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive Officer, the Secretary or on the written request of any Director. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling such special meeting at least twenty-four hours before such special meeting. The purpose or purposes of a special meeting need not be stated in the call or notice. Section 10. Notice, Waiver of Notice. Notice or a waiver of notice of a meeting of the Board of Directors need not specify the purposes of such meeting.
DIRECTORS
Section 11. Quorum, Action at Meeting, Adjournments. At all meetings of the Board of Directors, a majority of Directors then in office, but in no event less than one third of the entire Board of Directors, shall constitute a quorum for the transaction of business. A Director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a financial interest in any other corporation, partnership, limited liability company, association or other organization that is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such Director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the General Corporation Law or the Certificate of Incorporation. For purposes of this ARTICLE III, Section 11, the phrase “entire Board of Directors” shall mean the number of Directors last fixed by the Board of Directors in accordance with the General Corporation Law, the Certificate of Incorporation and these Amended and Restated Bylaws; provided, however, that if less than all the number of Directors so fixed were elected, the “entire Board of Directors” shall mean the greatest number of Directors so elected to hold office at any one time pursuant to such authorization. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at such meeting, until a quorum shall be present. Section 12. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Amended and Restated Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee thereof, as the case may be, consent thereto in writing or writings or electronic transmission or transmissions, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee thereof. Such filing shall be in paper form if such minutes are maintained in paper form and shall be in electronic form if such minutes are maintained in electronic form. Section 13. Meetings by Remote Communication. Unless otherwise restricted by the Certificate of Incorporation or these Amended and Restated Bylaws, members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any committee thereof, as the case may be, by means of remote communication by means of which all persons participating in such meeting can hear each other, and such participation in such meeting shall constitute presence in person at such meeting. Section 14. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided that no such committee shall have the power or authority in reference to (a) adopting, amending or repealing any of these Amended and Restated Bylaws or (b) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law to be submitted to stockholders for approval. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but, unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Amended and Restated Bylaws for the conduct of business by the Board of Directors. Section 15. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Amended and Restated Bylaws, the Board of Directors shall have the authority to fix from time to time the compensation of Directors. The Directors may be paid their expenses, if any, in connection with attendance at each meeting of the Board of Directors or any committee thereof, as the case may be, and the performance of their responsibilities as Directors. The Directors may be paid a fixed sum for attendance at each meeting of the Board of Directors or any committee thereof, as the case may be, and/or a stated salary as a Director. No such payment shall preclude any Director from serving the Corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. Section 16. Reliance upon Records. Every Director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters such Director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.
DIRECTORS
DIRECTORS Section 1Number, Election, Tenure and Qualification. Except as otherwise provided in the Certificate of Formation, the number of Directors that shall constitute the whole Board of Directors shall be not less than three. Within such limit, the number of Directors shall be determined by the majority vote of the Board of Directors. Only those persons nominated for election to the Board of Directors in accordance with the requirements and procedures set forth in these Bylaws shall be eligible for election as Directors. The Directors shall be elected at the annual meeting or any special meeting of shareholders, or by written consent in lieu of an annual meeting or special meeting of shareholders (provided, however, that if such written consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting of shareholders only if all of the directorships to which Directors could be elected at an annual meeting of shareholders held at the effective time of such written consent are vacant and are filled by such written consent), except as provided in ARTICLE III, Section 3. Each Director shall hold office for the term for which he or she is elected, and until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise provided in the Certificate of Formation, Directors need not be shareholders nor residents of the State of Texas. Section 2Size of the Board of Directors. Except as otherwise provided in the Certificate of Formation and these Bylaws, the number of Directors may be increased or decreased at any time by the majority vote of the Directors then in office; provided that the number of Directors shall not be decreased to an amount less than the number of Directors then in office. Section 3Vacancies. Vacancies resulting from death, resignation, disqualification, removal or other cause and newly created directorships resulting from any increase in the authorized number of Directors may be filled in any manner permitted by the TBOC, including by (a) the majority vote of the Directors then in office, though less than a quorum, or (b) the sole remaining Director, in each case to the extent permitted by the TBOC. Any Director elected or appointed to fill a vacancy in accordance with the preceding sentence shall hold office for the remainder of the unexpired term of the Director’s predecessor; provided, however, that a Director appointed by the Board of Directors to fill a vacancy resulting from an increase in the number of Directors shall serve only until the next election of one or more Directors by the shareholders at an annual or special meeting of shareholders or until such Director’s earlier death, resignation, disqualification or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by the TBOC. In the event of a vacancy on the Board of Directors, the remaining Directors, except as otherwise provided by the TBOC, the Certificate of Formation or these Bylaws, may exercise the powers of the full Board of Directors until such vacancy is filled. Section 4Resignation and Removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation at its principal place of business or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Director or the entire Board of Directors may be removed, with or without cause, by the holders of capital stock of the Corporation representing a majority in voting power of the shares then entitled to vote at an election of Directors, unless otherwise specified by the TBOC or the Certificate of Formation. Section 5General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Formation or these Bylaws restricted, or directed or required to be exercised or done by the shareholders. Section 6Chairman of the Board. If the Board of Directors appoints a chairman or co-chairmen of the Board, either chairman or co-chairman, when present, may (or, if only one chairman or co-chairman is present, such chairman or co-chairman shall) preside at all meetings of shareholders and the Board of Directors. Each chairman or co-chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of directors or as may be vested in such chairman or co-chairman by the Board of Directors. Section 7Place of Meetings. All meetings of the Board of Directors shall be held at such place within or without the State of Texas as shall from time to time be determined by the Board of Directors. Section 8Regular Meetings. Unless otherwise determined by the Board of Directors, a regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and, if the annual meeting of shareholders is held at a place, at the same place as the annual meeting of shareholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. Additional regular meetings of the Board of Directors may be held without call or notice at such time and place as shall from time to time be determined by the Board of Directors; provided that any Director who is absent when such determination is made shall be given prompt notice of such determination. Section 9Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive Officer, the Secretary or on the written request of any Director. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling such special meeting at least twenty-four hours before such special meeting. The purpose or purposes of a special meeting need not be stated in the call or notice. Section 10Notice, Waiver of Notice. Notice or a waiver of notice of a meeting of the Board of Directors need not specify the purposes of such meeting.
DIRECTORS
Section 11Quorum, Action at Meeting, Adjournments. At all meetings of the Board of Directors, a majority of Directors then in office, but in no event less than one third of the entire Board of Directors, shall constitute a quorum for the transaction of business. A Director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a Director or officer of or has a financial interest in any other corporation, partnership, limited liability company, association or other organization that is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such Director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 21.418 of the TBOC. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the TBOC or the Certificate of Formation. For purposes of this ARTICLE III, Section 11, the phrase “entire Board of Directors” shall mean the number of Directors last fixed by the Board of Directors in accordance with the TBOC, the Certificate of Formation and these Bylaws; provided, however, that if less than all the number of Directors so fixed were elected, the “entire Board of Directors” shall mean the greatest number of Directors so elected to hold office at any one time pursuant to such authorization. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at such meeting, until a quorum shall be present. Section 12Action by Written Consent. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee thereof, as the case may be, consent thereto in writing or writings or electronic transmission or transmissions, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee thereof. Such filing shall be in paper form if such minutes are maintained in paper form and shall be in electronic form if such minutes are maintained in electronic form. Section 13Meetings by Remote Communication. Unless otherwise restricted by the Certificate of Formation or these Bylaws, members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any committee thereof, as the case may be, by means of remote communication by means of which all persons participating in such meeting can hear each other, and such participation in such meeting shall constitute presence in person at such meeting. Section 14Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided that no such committee shall have the power or authority in reference to (a) adopting, amending or repealing any of these Bylaws or (b) approving or adopting, or recommending to the shareholders, any action or matter expressly required by the TBOC to be submitted to shareholders for approval or expressly prohibits being delegated to a committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but, unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the conduct of business by the Board of Directors. Section 15Compensation. Unless otherwise restricted by the Certificate of Formation or these Bylaws, the Board of Directors shall have the authority to fix from time to time the compensation of Directors. The Directors may be paid their expenses, if any, in connection with attendance at each meeting of the Board of Directors or any committee thereof, as the case may be, and the performance of their responsibilities as Directors. The Directors may be paid a fixed sum for attendance at each meeting of the Board of Directors or any committee thereof, as the case may be, and/or a stated salary as a Director. No such payment shall preclude any Director from serving the Corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. Section 16Reliance upon Records. Every Director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith and with ordinary care upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, legal counsel, certified public accountants, investment bankers, or committees of the Board of Directors (to the extent permitted by the TBOC), or by any other person as to matters such Director or committee member reasonably believes are within such other person’s professional or expert competence, including such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.