BEAZER HOMES USA INC
For the period ended Sep 30, 2025. Filed Dec 22, 2025.
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Sep 30, 2025 · Filed Dec 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| BEAZER HOMES USA, INC.(Name of registrant as specified in its charter) | |
| (Name of person(s) filing proxy statement, if other than the registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| ABOUTUS | |||||
|---|---|---|---|---|---|
| STRATEGYWe are executing a balanced growth strategy that emphasizes profitability, balance sheet efficiency, and returns above our cost of capital. Our capital allocation approach focuses on high-return investments, maintaining prudent financial leverage, and returning capital to stockholders when aligned with our long-term strategic and financial priorities. During 2025, we continued to focus on our strategic multiyear goals and celebrate the achievement of our Zero Energy Ready goal. | Our purpose is to create durable and growing value for ourcustomers, employees, partners and stockholders and strengthen the communities that we serve. | ||||
| MULTI-YEAR GOALS | |||||
| 25,660Controlled Lots | 4,427Homes Closed | 164Average Active Community Count | |||
| 1,018Employees | $2.30BHomebuilding Revenue | ||||
| Double Digit Growth in Book ValuePer Share compounded annually from fiscal 2024 to fiscal 2027 | As one of the country's largest homebuilders, we build homes and communities meant to inspire sustainable and healthier living. Every Beazer home is designed and built to provide Advanced Home Performance, giving our homeowners a sanctuary of peace and comfort.With Beazer’s Curated Choices, homeowners can personalize their primary living areas from our flexible layouts that adapt to different lifestyles, at no additional cost. And unlike most national homebuilders, we empower our homeowners to shop and compare loan options. Our Mortgage Choice program gives our homeowners the resources to easily compare multiple loan offers and choose the best lender and loan offer for them, potentially saving them thousands of dollars over the life of their loan.Each customer receives Elevated Experiences with the help of a trusted team of experts during their home-buying journey and beyond through our customer care and warranty programs.Community Impact is part of our business model. In addition to energy efficient home construction and company-wide volunteerism, 100% of the net profits for our Charity Title Agency and Charity Home Insurance Agency subsidiaries are used for charitable action.Visit www.beazer.com to learn more. | ||||
| Fulfilled our commitment that by the end of calendar year 2025,every home we start will be Zero Energy Ready | |||||
| 1 | 2025 Proxy Statement |
From OurChairman
DEAR FELLOW STOCKHOLDERS:
Fiscal 2025 was a year of strategic progress for Beazer. We expanded our community count while strengthening our balance sheet and positioning the Company to maintain stability in the current home sales environment as well as capitalize on the upside when market conditions improve. Successfully Navigating Macro ChallengesThroughout the year, macro headwinds across our industry persisted, with elevated mortgage rates, weak consumer sentiment and excess builder inventory. In response to these challenges, we sought a deliberate, disciplined approach to our operations and capital allocation. These efforts included, but were not limited to: ■slowing land spend to match current market conditions;■renegotiating land acquisition terms to reduce costs and enhance flexibility;■pursuing capital-efficient growth opportunities through expanded usage of lot option agreements and completing a sale-leaseback of about 80 of our model homes to free up cash for higher return uses; and■rebidding our material and labor costs, which we expect to result in savings of about $10,000 per home.As a result of these efforts, we were able to make continued progress on our multi-year goals. Specifically, we finished fiscal 2025 with: 1.An average active community count of 164, up 14% from last year, advancing toward our goal of having more than 200 active communities by the end of fiscal 2027;2.A net debt to net capitalization ratio below 40%, advancing toward our goal of achieving a ratio in the low-30% range by the end of fiscal 2027; and,3.A book value per share of nearly $43 from a combination of profitability and the impact of share repurchases, advancing toward our goal of a double-digit compound annual growth rate in book value per share by the end of fiscal 2027.Additionally, we were also excited to have recently launched our "Enjoy the Great Indoors" brand refresh, which is designed to highlight how our advanced home performance and curated choices improve affordability and contribute to a healthier and more comfortable lifestyle for our homeowners.As we enter fiscal 2026, we’re encouraged by modestly improving market dynamics - with declining new home inventory and improving affordability poised to support demand. If these trends persist, they should contribute to better selling conditions over the next year, enabling us to leverage the operational and strategic improvements we've made to enhance returns and further differentiate our market position. Protecting the Company's Deferred Tax AssetsUnder Proposals 4 and 5, we are once again asking for stockholder approval of certain protective measures that will help us preserve our ability to fully maximize our deferred tax assets to offset the taxable income we generate now and in the future. The majority of these tax assets are tax credits that were earned through the Company's substantial investment in and commitment to energy-efficient building practices. These protections have been strongly supported by our stockholders to date, and because our deferred tax assets have substantial value to us and our stockholders, we hope you will support the renewal of these protections.
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Continued Board RefreshmentBefore closing, we would like to express our gratitude to Danny Shepherd for his dedicated service and invaluable contributions to our Board of Directors since 2016. In accordance with our corporate governance principles, Danny has reached the prescribed retirement age and will not be standing for re-election. I am grateful for Danny's thoughtful leadership, strategic insight, and unwavering commitment to the Company and our stockholders. I am also pleased to welcome Howard Heckes as a new independent director. Howard was appointed to our Board of Directors on December 8, 2025 and is standing for election at the 2026 Annual Meeting. Howard brings a wealth of experience across the construction materials and services sectors with strong ties to the homebuilding industry and a long track record of successful leadership throughout his career. Howard's extensive experience in building materials, home improvement, and finding unique points of differentiation to successfully grow businesses are a valuable addition to our Board and stockholders. Howard's appointment to our Board of Directors continues our long-term director refreshment efforts, marking the fourth new director appointed during the last two fiscal years.Looking ForwardAs we look ahead, we believe we are well-positioned to make further progress on our multi-year goals with a leaner, more efficient balance sheet, and numerous catalysts for margin improvement. Let me finish by thanking our team for their ongoing efforts to create value for our customers and you, our valued shareholders, for your continued support.
ALLAN P. MERRILLChairman, President and Chief Executive OfficerBeazer Homes USA, Inc.December 22, 2025
| 3 | 2025 Proxy Statement |
Notice of AnnualMeeting of Stockholders
ITEMS OF BUSINESS
The items to be voted on are as follows:
| PROPOSALS | ||
|---|---|---|
| 1 | Election of directors;FOR each nominee | Page 18 |
| 2 | An advisory vote regarding the compensation paid to the Company’s named executive officers; FOR | Page 44 |
| 3 | Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditors;FOR | Page 75 |
| 4 | Adoption of the Charter Amendment for the Protection of NOLs and Energy-Efficiency Tax Credits; andFOR | Page 80 |
| 5 | Ratification of the Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits.FOR | Page 83 |
| 6 | Transaction of any other business that properly comes before the meeting or any adjournments or postponements thereof. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting. | |
Stockholders of record as of the close of business on December 12, 2025 are entitled to notice of, and to vote at, the annual meeting.
We are pleased to announce that we are delivering your proxy materials for the 2026 annual meeting of stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our stockholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our stockholders on or about December 22, 2025.
Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2026 annual meeting of stockholders and our annual report for the fiscal year ended September 30, 2025. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.
ANNUAL MEETING
INFORMATION
WHEN:Thursday, February 5, 20268:30 a.m. (Eastern time)
WHERE:Hyatt Regency AtlantaPerimeter at Villa Christina4000 Summit BoulevardAtlanta, Georgia 30319
VOTING METHODS
VOTE VIA INTERNETVisit www.proxyvote.com or follow the instructions provided in the Notice of Internet Availability of Proxy Materials
CALL TOLL-FREECall 1-800-690-6903
VOTE BY MAILMark, sign, date and return the enclosed proxy card in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717
VOTE AT MEETINGJoin our Annual Meeting at location listed above
Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you to vote as soon as possible.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 5, 2026: This proxy statement, along with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are available free of charge on the Company’s website at http://www.beazer.com.
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Table ofContents
| Company Highlights | 6 |
|---|---|
| Performance Highlights | 6 |
| Sustainability Highlights | 7 |
| Proxy Statement Summary | 10 |
| Board and Governance Matters | 18 |
| Election of Directors | 18 |
| Director Nomination Process | 18 |
| Board Skills and Qualifications | 20 |
| Director Biographies | 21 |
| Director Independence | 30 |
| Majority Vote Standard and Director Resignation Policy | 30 |
| Corporate Governance | 31 |
| Board of Directors and Corporate Governance Highlights | 31 |
| Board Leadership Structure | 31 |
| Committees of the Board | 33 |
| The Board’s Role and Responsibilities | 36 |
| Director Engagement | 38 |
| Stockholder Engagement and Director Communications | 39 |
| Other Governance Policies or Practices | 39 |
| Non-Employee Director Compensation | 41 |
| Summary of Non-Employee Director Compensation | 41 |
| Director Compensation Table | 42 |
| Our Executive Officers | 43 |
| Executive Compensation | 44 |
| An Advisory Vote Regarding the Compensation Paid to the Company's Named Executive Officers | 44 |
| Compensation Discussion & Analysis | 45 |
| Executive Summary | 46 |
| Compensation Decision-Making Process | 48 |
| 2025 NEO Compensation | 50 |
| Compensation Policies and Governance Practices | 59 |
| Report of the Human Capital Committee | 60 |
| Executive Compensation Tables | 61 |
| Summary Compensation Table | 61 |
| All Other Compensation | 62 |
| Grants of Plan-Based Awards Table | 62 |
| Outstanding Equity Awards at Fiscal Year End Table | 63 |
| Option Exercises and Stock Vested Table | 64 |
| Non-Qualified Deferred Compensation Table | 64 |
| Potential Payments Upon Termination or Change of Control | 65 | |
|---|---|---|
| Pay Ratio | 68 | |
| Pay vs. Performance | 68 | |
| Security Ownership Information | 73 | |
| Security Ownership of Certain Beneficial Owners and Management | 73 | |
| Audit Matters | 75 | |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 75 | |
| Audit and Non-Audit Fees | 76 | |
| Preapproval Policies | 76 | |
| Report of the Audit Committee | 76 | |
| Proposals 4 and 5 - Adoption of the Charter Amendment and Ratification of Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits | 77 | |
| Adoption of Charter Amendment for the Protection of NOLs and Energy-Efficiency Tax Credits | 80 | |
| Ratification of the Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits | 83 | |
| Information About the Annual Meeting | 85 | |
| General | 85 | |
| Purpose of the Annual Meeting | 85 | |
| Who Can Vote | 85 | |
| How to Vote | 85 | |
| Revoking A Proxy | 86 | |
| Quorum | 86 | |
| Votes Needed | 86 | |
| Who Counts the Votes | 87 | |
| Expenses of Solicitation | 87 | |
| Other Matters | 88 | |
| Proposals for the Next Annual Meeting | 88 | |
| Other Information | 88 | |
| Appendix I - Protective Amendment Extension | 89 | |
| Appendix II - Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits | 90 | |
| Annex I: Non-GAAP Reconciliation | A-i |
| 5 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.