HOVNANIAN ENTERPRISES INC
For the period ended Mar 21, 2024. Filed Feb 2, 2024.
View on SEC.govAbout this filing
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.
Mar 21, 2024 · Filed Feb 2, 2024
Contents
Pay Versus Performance
8 . 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 “compensation actually paid” as determined under SEC requirements to our CEO and to our other NEOs and certain financial performance of the Company.
**Compensation actually paid does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For example, $26.9 million of the $38.8 million reported as compensation actually paid for the CEO in fiscal 2021 is related to the change in fair value of awards granted in prior years and a significant portion of the change is related to the significant increase in stock price from October 31, 2020 to October 31, 2021.**For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with Company’s performance, see the Compensation Discussion and Analysis.
| Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year (1) | SCT Total Compensation for CEO | Compensation Actually Paid (2) to CEO | Average SCT Total Compensation for Other NEOs | Average Compensation Actually Paid (2) to Other NEOs | Cumulative TSR | Cumulative Peer Group TSR (3) | Net Income | Relative EBIT Return on Investment Rank vs. Peer Group (4) |
| 2023 | $9,482,398 | $25,775,449 | $3,698,952 | $7,602,823 | $218.77 | $140.40 | $205,900,000 | Rank 1 of 10 |
| 2022 | $16,509,497 | $6,487,161 | $4,951,393 | $1,554,549 | $126.98 | $96.49 | $225,500,000 | Rank 1 of 10 |
| 2021 | $12,478,182 | $38,816,881 | $3,891,574 | $11,054,990 | $265.30 | $136.57 | $607,800,000 (5) | Rank 4 of 10 |
(1)
For each covered fiscal year, Mr. Hovnanian served as our CEO, and Messrs. Sorsby and O’Connor served as our other NEOs.
(2)
Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the* *Summary Compensation Table (the “SCT”)for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
| SCT Total Compen- sation · Grant Date fair value of covered fiscal year grants as disclosed in the SCT · Year-End fair value of awards granted in covered fiscal year and unvested at covered fiscal year- end · Vest Date fair value of awards granted and vested in covered fiscal year · Change in fair value of awards granted in prior years and unvested at covered fiscal year-end · Change in fair value of awards granted in prior years and vested in covered fiscal year · Prior Year-End fair value of any awards forfeited during covered fiscal year · Compensation Actually Paid | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | CEO | $9,482,398 | -$3,826,502 | $4,116,829 | $0 | $8,315,871 | $7,686,853 | $0 | $25,775,449 |
| Other | |||||||||
| NEO | $3,698,952 | -$1,228,745 | $984,837 | $0 | $2,310,915 | $1,885,762 | -$48,898 | $7,602,823 | |
| Average | |||||||||
| 2022 | CEO | $16,509,497 | -$3,068,492 | $1,725,318 | $0 | -$6,433,885 | -$2,245,277 | $0 | $6,487,161 |
| Other | |||||||||
| NEO | $4,951,393 | -$1,006,184 | $539,213 | $0 | -$1,962,790 | -$967,083 | $0 | $1,554,549 | |
| Average | |||||||||
| 2021 | CEO | $12,478,182 | -$3,330,082 | $2,816,242 | $0 | $17,177,723 | $9,674,816 | $0 | $38,816,881 |
| Other | |||||||||
| NEO | $3,891,574 | -$986,612 | $832,163 | $0 | $4,934,364 | $2,383,501 | $0 | $11,054,990 | |
| Average | |||||||||
(3)
Peer Group Total Shareholder Return is calculated based on the Company’s Proxy Statement Peer Group that was disclosed in the Compensation, Discussion and Analysis section of the Company’s Proxy Statement for each respective year shown in the table, weighted based on the Peer Group’s market capitalization as of October 31, 2020. Total shareholder return amounts assume an initial investment of $100 on October 31, 2020.
(4)
In accordance with SEC rules, the Company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined that Relative EBIT Return on Investment, which is a metric included in our long-term incentive program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. See page 124 for information regarding adjustments made to EBIT Return on Investment.
(5)
Fiscal 2021 net income included a $468,600,000 benefit reduction in our deferred tax asset valuation allowance.
The graphs below provide descriptions of the relationship between compensation actually paid (CAP) to our CEO and the average of the CAP to our other NEOs and our total shareholder return (TSR), net income and relative EBIT return on investment for the period indicated. In addition, the first graph below describes the relationship between Hovnanian’s TSR and our Peer Group’s TSR for the period indicated. Compensation actually paid does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For example, $26.9 million of the $38.8 million reported as compensation actually paid for the CEO in fiscal 2021 is related to the change in fair value of awards granted in prior years and a significant portion of the change is related to the significant increase in stock price from October 31, 2020 to October 31, 2021.
COMPANY’S MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following are the most important financial performance measures (shown in alphabetical order), as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.
**Absolute EBIT
**Absolute EBIT Return on Investment
Liquidity**
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.