Green Brick Partners Inc
For the period ended Jun 11, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 29, 2024
Contents
PAY VERSUS PERFORMANCE
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
| · · Year · · · Summary Compensation Table Total for PEO · · · Compensation Actually Paid to PEO · · · Average Summary Compensation Table Total for Non-PEO NEOs · · · Average Compensation Actually Paid to Non-PEO NEOs · · · Value of Initial Fixed $100 Investment Based On: · · · Net Income (in thousands) · · · Home Closings Revenue (in thousands) · · | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Total Shareholder Return · · · Peer Group Total Shareholder Return · | ||||||||||||||||||||||||||||||||||||||||||||
| · · (a) · · · (b) · · · (c) · · · (d) · · · (e) · · · (f) · · · (g) · · · (h) · · · (i) · · | ||||||||||||||||||||||||||||||||||||||||||||
| | | 2023 | | | | $7,759,877 | | | | | $7,759,877 | | | | | $2,146,469 | | | | | $2,181,195 | | | | | $452.44 | | | | | $220.06 | | | | | $306,675 | | | | | $1,767,788 | | | |
| | | 2022 | | | | $5,960,838 | | | | | $5,960,838 | | | | | $1,538,111 | | | | | $1,538,410 | | | | | $211.06 | | | | | $136.96 | | | | | $313,997 | | | | | $1,696,911 | | | |
| | | 2021 | | | | $5,087,182 | | | | | $5,087,182 | | | | | $1,814,672 | | | | | $1,814,672 | | | | | $264.20 | | | | | $192.00 | | | | | $204,381 | | | | | $1,305,620 | | | |
| | | 2020 | | | | $3,483,687 | | | | | $3,483,687 | | | | | $1,416,339 | | | | | $1,416,339 | | | | | $200.00 | | | | | $127.81 | | | | | $117,797 | | | | | $923,901 | | | |
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our CEO, James R. Brickman, for the respective years shown.
Column (c). CAP for our Principal Executive Officer (our PEO) in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.
| · · Year · · · 2020 · · · 2021 · · · 2022 · · · 2023 · · | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · PEO · · · Mr. Brickman · · · Mr. Brickman · · · Mr. Brickman · · · Mr. Brickman · · | ||||||||||||||||||||||||||||
| | | SCT Total Compensation ($) | | | | $3,483,687 | | | | | $5,087,182 | | | | | $5,960,838 | | | | | $7,759,877 | | | | ||||
| | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | | | | $750,137 | | | | | $1,225,000 | | | | | $1,349,988 | | | | | $3,100,497 | | | | ||||
| | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | | | | $750,137 | | | | | $1,225,000 | | | | | $1,349,988 | | | | | $3,100,497 | | | | ||||
| | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Compensation Actually Paid ($) | | | | $3,483,687 | | | | | $5,087,182 | | | | | $5,960,838 | | | | | $7,759,877 | | | | ||||
Column (d). The following non-PEO named executive officers are included in the average figures shown for the 2020 and 2021 covered years: Richard A. Costello and Jed Dolson; and for the 2022 and 2023 covered years: Richard A. Costello, Jed Dolson and Neal Suit.
Column (e). Average CAP for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For
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| | Pay Versus Performance | |
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information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meetings of stockholders.
| · · Year · · · 2020 · · · 2021 · · · 2022 · · · 2023 · · | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Non-PEO NEOs · · · See column (d) note · · · See column (d) note · · · See column (d) note · · · See column (d) note · · | ||||||||||||||||||||||||||||
| | | SCT Total Compensation ($) | | | $1,416,339 | | | $1,814,672 | | | $1,538,111 | | | $2,146,469 | | | ||||||||||||
| | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | | | | $425,000 | | | | | $499,325 | | | | | $524,336 | | | | | $780,807 | | | | ||||
| | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | | | | $425,000 | | | | | $499,325 | | | | | $524,336 | | | | | $734,153 | | | | ||||
| | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | | | | | — | | | | | | — | | | | | $299 | | | | | $73,409 | | | | ||
| | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | | | | | — | | | | | | — | | | | | | — | | | | | $7,971 | | | | |
| | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | Compensation Actually Paid ($) | | | | $1,416,339 | | | | | $1,814,672 | | | | | $1,538,410 | | | | | $2,181,195 | | | | ||||
Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Green Brick for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P Homebuilders Select Industry Index for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.
Column (i). Company-selected Measure is Home Closings Revenue Growth, which is described below.
Relationship between Pay and Performance. The graphs below reflect (1) the relationship of CAP to our PEO and other Non-PEO NEOs in 2020, 2021, 2022 and 2023 as compared to Green Brick’s TSR, our net income, and our Adjusted EBITDA, and (2) Green Brick’s TSR as compared to the TSR of the TSR Peer Group over the same period.
CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for the 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.
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Listed below are the financial and non-financial performance measures which, in our assessment, represent the most important financial performance measures we used for 2023 to link CAP to our named executive officers to company performance.
| | | Measure | | | Nature | | | Explanation | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Earnings Per Share | | | Financial measure | | | Metric of profitability on a per share basis, which includes the effect of all dilutive securities. | | |
| | | Home Closings Revenue Growth | | | Financial measure | | | Increase, period over period, in revenue from home closings. | | |
| | | Homebuilding Gross Margin | | | Financial measure | | | Homebuilding gross margin is calculated as Home Closings Revenue minus Cost of Homebuilding units. | | |
| | | Return on Assets | | | Financial measure | | | Return on assets is calculated by dividing net income by total assets. | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.