PULTEGROUP INCMI
For the period ended May 6, 2024. Filed Mar 22, 2024.
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May 6, 2024 · Filed Mar 22, 2024
Contents
Executive Compensation Program Elements
The Committee has designed the elements of the compensation program for the named executive officers to advance the operational objectives and the long-term strategies of the Company. The following table lists the principal elements of our 2023 executive compensation program. The Committee believes that the design of the Company’s executive compensation program balances fixed and variable compensation elements and provides alignment with our short and long-term financial and operational priorities and shareholder interests through the annual and long-term incentive compensation programs. Our incentives are designed to drive overall corporate and individual performance, with compensation payouts varying from target based on actual performance against pre-established and communicated performance objectives.
| Pay Element | ||||
|---|---|---|---|---|
| Salary | Annual Incentive Awards | Performance-Based Restricted Share Units (“PSUs”) | Restricted Share Units (“RSUs”) | |
| WHO RECEIVES | All named executive officers | |||
| WHEN GRANTED | Annually | |||
| FORM OF DELIVERY | Cash | Cash, with 50% of the Growth Incentive Pool granted as RSUs | Equity | |
| TYPE OF PERFORMANCE | Short-term emphasis (fixed) | Short-term emphasis (variable) | Long-term emphasis (variable) | |
| PERFORMANCE PERIOD | 1 year | 1 year, with RSU component of Growth Incentive Pool vesting over 2 years | 3-year cliff vesting based on performance | 3-year cliff vesting based on service |
| WHY WE PAY THIS ELEMENT | Provides base pay levels that are competitive with market practices to attract and retain top executive talent. | Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent. | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. | |
| Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for year-over-year growth in pre-tax income. | Focuses executives on long-term performance of the Company. | |||
| Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of our shareholders. | Directly aligns interests of executives with those of our shareholders. | |||
| Retention of talent over performance / vesting period. | Retention of talent over performance / vesting period. | |||
| 32 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
| Pay Element | ||||
|---|---|---|---|---|
| Salary | Annual Incentive Awards | Performance- Based Restricted Share Units (“PSUs”) | Restricted Share Units (“RSUs”) | |
| HOW PAYOUT DETERMINED | Responsibilities, individual performance and tenure, internal equity, market data and recommendations from the Committee’s independent compensation consultant. | Market practice and individual performance. Annual Program Component: Participants are eligible to receive a cash payout ranging from 0% - 200% of target based on the achievement of corporate goals. | Market practice, individual performance and Company performance over the 2023-2025 performance period. | Market practice and individual performance. |
| Growth Incentive Pool Component: Incentive pool funded based on pre-tax income growth as compared to 2022, with Growth Incentive Pool allocations established by the Committee at the beginning of 2023.(1) | Participants vest in PSUs, with vesting levels ranging from 0% - 200% of target based on the achievement of corporate goals. | |||
| PERFORMANCE MEASURES | Individual | Pre-tax income Operating margin | Relative TSR ROIC Operating margin | Share price |
| (1) | As described below, payouts under the Growth Incentive Pool were made 50% in cash and 50% in the form of RSUs that will vest on the two-year anniversary of the January 31, 2024 grant date. |
Base Salary
The Committee determines the appropriateness of executives’ base salaries by considering the responsibilities of their positions, their individual performance and tenure, a comparison to the base salary levels of executives in the compensation peer group and industry compensation surveys, and the recommendations of the Committee’s independent compensation consultant, as described below. Base salary increases are considered annually and are based upon both individual and Company performance in the prior year; however, historically the Committee has not had a practice of regularly adjusting base salaries for our executive officers on an annual basis.
The base salaries for Messrs. Koart and Henry were determined in connection with their commencements of employment 2023 and were based on the compensation for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. None of our other named executive officers received a base salary adjustment with respect to 2023 and Mr. Marshall’s base salary has remained the same since 2019.
The table below sets forth the 2022 and 2023 base salary levels for each of our named executive officers.
| Named Executive Officer | 2022 Base Salary | 2023 Base Salary(1) |
|---|---|---|
| RYAN R. MARSHALL | $1,000,000 | $1,000,000 |
| ROBERT T. O’SHAUGHNESSY | $750,000 | $750,000 |
| MATTHEW KOART | N/A | $750,000 |
| TODD N. SHELDON | $550,000 | $550,000 |
| KEVIN A. HENRY | N/A | $550,000 |
| JOHN J. CHADWICK | $700,000 | $700,000 |
| MICHELLE H. HAIRSTON | $525,000 | $525,000 |
| (1) | The 2023 base salaries for Messrs. Koart, Henry and Chadwick and Ms. Hairston reflect their annualized base salaries. Messrs. Koart and Henry commenced employment with the Company in May and June 2023, respectively. Mr. Chadwick and Ms. Hairston separated from the Company in April 2023 and February 2023, respectively. |
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | 33 |
Annual Incentive Compensation
We provide annual incentive compensation in order to motivate and reward our named executive officers for achieving short-term performance objectives. Annual incentive compensation is intended to be a significant component of an executive’s total compensation opportunity in a given year, helping create a “pay for performance” culture. Consistent with 2022, in 2023 there were two components to the Company’s annual incentive compensation program. For the first component, the Committee established a 2023 Annual Incentive Program (the “Annual Program” or the “2023 Annual Program”) similar to its historical approach, with payouts determined based on the Company’s performance against pre-established financial performance goals. This component is designed to reward progress against the achievement of the Company’s annual operating plan. As it did in 2022, the Committee also established an annual incentive pool (the “Growth Incentive Pool”), with funding based on the Company’s pre-tax income growth, as defined in the Annual Program, as compared to the prior year. The Growth Incentive Pool is designed to reward growth and to align with the interests of the Company’s shareholders, with management experiencing higher payouts in times of greater performance relative to the Company’s prior year and receiving no payouts during years when pre-tax income did not exceed the prior year. The 2023 Growth Incentive Pool includes an RSU component that vests over two years in order to further align the Company’s executive compensation program with shareholder interests through the risks and rewards of stock ownership. The Annual Program and Growth Incentive Pool are described in further detail below.
2023 Annual Program
The financial measures used to assess corporate performance in 2023 were pre-tax income and operating margin, each as defined in the Annual Program and weighted equally. Pursuant to the terms of the Annual Program, each performance goal is measured independently of the other performance goal, and payouts are determined based on the weighted average result of the performance goals, with a potential payout ranging from 0% to 200% of the participant’s target opportunity. The Committee believes that the 2023 Annual Program performance metrics were meaningful measures of 2023 performance because these metrics increase the focus of participants on profitability and are tied to our strategy with respect to shareholder value creation.
The Committee established the payout formula for performance objectives to encourage strong, focused performance. The required financial performance required to achieve target payout levels were lower than the 2022 target and actual achievement levels because of the significant change in the sales and demand environment, which began with the sharp increase in mortgage lending rates in 2022 and which suppressed demand through the back half of 2022 and into early 2023. While our 2022 financial performance was strong, that was due in large part to the delivery of homes that went under contract in the second half of 2021 and the first half of 2022 in a strong demand environment. At the time the 2023 Annual Program performance metrics and requisite performance levels were established, the targets exceeded both internal and external projections and the Committee believed that they were robust and would require a significant amount of ingenuity, planning and execution by the named executive officers. The table below indicates the financial performance metrics and potential payouts with respect to the Company’s achievement of the 2023 Annual Program goals.
| 2023 Consolidated Goals ($ in 000s)(1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Weighting · ThresholdPayout(50%) · TargetPayout(100%) · MaximumPayout(200%) · PerformanceResults · AchievedPayout · Weighted Payout | ||||||||
| Pre-Tax Income(2) | 50% | $1,653,838 | $2,067,298 | $2,480,758 | $3,675,219 | 200.00% | 100.00% | |
| Operating Margin %(3) | 50% | 13.0% | 16.0% | 19.0% | 22.3% | 200.00% | 100.00% | |
| Total % of Target: | 200.00% | |||||||
| (1) | Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation. |
| (2) | Pre-tax Income represents Income Before Income Taxes as reported in the Company’s Annual Report, as adjusted to exclude the impact of certain items, including, where applicable: certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in U.S. Generally Accepted Accounting Principles (“GAAP”), gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves related to mortgage origination and other legacy mortgage exposures prior to 2012. |
| (3) | Operating Margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves related to mortgage origination and other legacy mortgage exposures prior to 2012), divided by (ii) Home Sale Revenues. |
| 34 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
The table below sets forth the award opportunities established by the Committee and the cash payout under the Annual Program applicable to the named executive officers. The Committee determined the target payout level for each of the named executive officers other than Messrs. Koart and Henry based on each named executive officer’s position within the Company, historical pay levels, the incentive pay for executives at companies in our compensation peer group, the general industry compensation surveys and the recommendations of the Committee’s independent compensation consultant. The target payout levels for Messrs. Koart and Henry were determined in connection with their commencements of employment with the Company and were based on the incentive pay for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. The 2023 target award opportunity, as a percentage of base salary, for the other named executive officers were unchanged from 2022.
| Executive | Base Salary2023 | Target as a% of Salary(1) | Threshold(2) | Target | Maximum | Total Payout(2) |
|---|---|---|---|---|---|---|
| RYAN R. MARSHALL | $1,000,000 | 200% | $500,000 | $2,000,000 | $4,000,000 | $4,000,000 |
| ROBERT T. O’SHAUGHNESSY | $750,000 | 133% | $250,000 | $1,000,000 | $2,000,000 | $2,000,000 |
| MATTHEW KOART | $750,000 | 167% | $312,500 | $1,250,000 | $2,500,000 | $1,561,644 |
| TODD N. SHELDON | $550,000 | 100% | $137,500 | $550,000 | $1,100,000 | $1,100,000 |
| KEVIN A. HENRY | $550,000 | 100% | $137,500 | $550,000 | $1,100,000 | $587,671 |
| JOHN J. CHADWICK | $700,000 | 107% | $187,500 | $750,000 | $1,500,000 | $456,164 |
| MICHELLE H. HAIRSTON | $525,000 | 100% | $131,250 | $525,000 | $1,050,000 | $117,945 |
| (1) | The Committee sets target opportunities under the Annual Program at whole dollar values. The amounts in this column reflect such target opportunities at the approximate percentage of each named executive officer’s base salary. |
| (2) | The threshold amount represents the minimum award that could be paid to the named executive officer upon the Company’s satisfaction of threshold performance for only one of the performance goals. As noted previously, each performance goal is measured independently of the other performance goals. In accordance with the terms of their offer letters, Messrs. Koart and Henry’s payouts under the Annual Program were pro-rated based on their May and June 2023 commencement dates, respectively. In accordance with the terms of the Company’s Retirement Policy and Executive Severance Policy, respectively, Mr. Chadwick and Ms. Hairston also received a pro-rated payout under the 2023 Annual Program. |
Growth Incentive Pool
As it did in 2022, in 2023 the Committee established a Growth Incentive Pool, the size of which was dependent on pre-tax income growth, as defined in the Annual Program, over the prior year, and with the aggregate amount capped at $25 million. As previously disclosed, beginning in 2022, payouts under the Growth Incentive Pool are made 50% in cash and 50% in the form of RSUs that vest on the two-year anniversary of the grant date, subject to the participant’s continuous service through the vesting date. The Committee established the Growth Incentive Pool in order to recognize and incentivize the efforts to be taken to achieve pre-tax income growth and to further align the interests of the participants with the interests of the Company’s shareholders. In addition, the inclusion of an RSU component further aligns the Company’s executive compensation program with shareholder interests through the risks and rewards of stock ownership. For purposes of the Growth Incentive Pool, pre-tax income was calculated in the same manner as described above with respect to the 2023 Annual Program. The Committee elected to allocate 2% of pre-tax income growth over 2022 to be awarded pursuant to the Growth Incentive Pool, with the allocation of the Pool for each named executive officer as shown in the table below. Based on our pre-tax income growth in 2023, the Committee approved the following payouts under the Growth Incentive Pool for 2023 with 50% of the pool allocation being paid in cash and 50% of the pool allocation paid in RSUs which will vest on January 31, 2026.
| Name | Pool Allocation | |||
|---|---|---|---|---|
| % | $(1) | |||
| RYAN R. MARSHALL | 24% | $178,238 | ||
| ROBERT T. O’SHAUGHNESSY | 15% | $111,399 | ||
| MATTHEW KOART | 15% | $69,586 | ||
| TODD N. SHELDON | 6% | $44,560 | ||
| KEVIN A. HENRY | 6% | $23,806 | ||
| JOHN J. CHADWICK | 15% | $0 | ||
| MICHELLE H. HAIRSTON | 6% | $0 | ||
| (1) | In accordance with the terms of their offer letters, Messrs. Koart and Henry’s payouts under the Growth Incentive Pool were to be pro-rated based on their May and June 2023 commencement dates, respectively, and Mr. Chadwick and Ms. Hairston were not eligible to receive 2023 Growth Incentive Pool payouts upon their separations from the Company. |
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | 35 |
Long-Term Equity Incentive Compensation
In order to provide management with incentives to achieve our long-term goals, in 2023, the Committee continued its practice of providing a significant portion of our named executive officer’s compensation in the form of both performance-based and time-based equity incentive awards over the same three-year period. The Committee believes this balance of long-term incentives encourages outsized performance during the incentive period as well as a meaningful retentive effect. The entire award is in the form of equity compensation, with the 2023 performance-based component delivered as PSUs rather than the Company’s prior practice of a cash-denominated award that is converted to shares at the time of settlement. The Committee approved this change after considering market practices and to further align the interests of executive officers and shareholders over the course of the performance period.
We believe that equity awards:
Balance the overall compensation program by providing an appropriate mix of equity and cash compensation;
Properly focus executives on long-term value creation for shareholders; and
Encourage executive retention, particularly through fluctuating business cycles.
Our philosophy is to award equity grants to our named executive officers in amounts that reflect market data, the participant’s position, the participant’s ability to influence our overall performance, and individual performance based on a review of results during the prior year against pre-determined objectives, such as operational efficiency, employee engagement, and retention and development of key talent. In addition, the Committee considers historical grant practices and market compensation levels in determining grants for individual executives.
The Committee believes that these annual equity incentive grants to the named executive officers should be determined after a review of the Company’s financial statements for a full year. As a result, all annual equity awards are expected to be granted on the date of the regular Compensation Committee meeting to be held in February of the following year. In determining the annual equity grants the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation awarded to the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group and survey data; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance. Once the appropriate amount is determined for each executive, one-half of the award is granted as PSUs under our LTI Program described below and the other half granted in the form of a service-based RSU award, which cliff vest three years after the grant date.
Annual Performance-Based Equity awards – LTI Program
2023-2025 LTI Program
In 2023, the Committee approved PSU awards for the 2023-2025 LTI Program that vest based on (i) the Company’s TSR performance relative to the TSR of the Company’s Performance Peer Group, as described below, (ii) the Company’s ROIC performance and (iii) the Company’s operating margin performance, with each goal weighted equally. These performance measures were deemed by the Committee to be effective long-term measures of performance reflective of our success in executing on our long-term business plan and aligning the executives’ interests with the interests of shareholders.
The Committee utilized operating margin as an element in both the Company’s Annual Program and 2023-2025 LTI Program in recognition that this measure is viewed as a core driver of the Company’s performance and shareholder value creation. In designing the Company’s executive compensation program, the Committee supplemented the use of operating margin with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability and shareholder returns over both the short-term and long-term horizons.
For purposes of the 2023-2025 LTI Program, the Company is required to achieve a TSR over the three-year performance period that ranks between the third and fourth highest TSRs of the component companies in the Performance Peer Group in order to earn the award target, with no payout for bottom quartile performance. To measure relative TSR performance, the Committee approved a Performance Peer Group consisting of the homebuilders in the Company’s compensation peer group – namely, D.R. Horton, Inc.; KB Home; Lennar Corporation; M.D.C. Holdings, Inc.; Meritage Homes Corporation; NVR, Inc.; Taylor Morrison Home Corporation; and Toll Brothers, Inc. The Committee determined that this was an appropriate measure of performance as the members of the Performance Peer Group were also subject to the cyclical nature of the homebuilding industry.
The Committee established the payout formula for the ROIC and operating margin performance objectives to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be
| 36 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
achievable with strong performance, while payouts at the maximum performance levels were designed to be very difficult to achieve. Under the 2023-2025 LTI Program, ROIC and operating margin are defined as follows:
ROIC is defined as (i) consolidated earnings before interest and taxes (adjusted to exclude, where applicable, the expense related to certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012), divided by (ii) consolidated shareholders’ equity plus homebuilding debt (each as adjusted to exclude consolidated deferred taxes, internal mortgage company debt and changes in GAAP).
Operating margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012) divided by (ii) Home Sale Revenues.
The table below shows the award opportunities established by the Committee relating to the 2023-2025 LTI Program. The target award opportunities for Messrs. Koart and Henry were established by the Committee in connection with the commencements of their employment with the Company and were based on the long-term incentive award opportunities for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. The target award opportunities for the other named executive officers did not change as compared to the opportunities established for the 2022-2024 LTI Program.
The vesting level of the awards will be determined after the end of the three-year performance period based on the Company’s relative TSR, ROIC and operating margin performance during that time. Under the award agreements, the 2023-2025 LTI Program PSU awards are share-denominated and will be settled in Company common shares following the end of the performance period.
Award Opportunity Under 2023-2025 LTI Program
| Executive | Base Salary(1) | Target as %of Salary(2) | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| RYAN R. MARSHALL | $1,000,000 | 350% | $1,750,000 | $3,500,000 | $7,000,000 |
| ROBERT T. O’SHAUGHNESSY | $750,000 | 126.7% | $475,000 | $950,000 | $1,900,000 |
| MATTHEW KOART | $750,000 | 133.3% | $500,000 | $1,000,000 | $2,000,000 |
| TODD N. SHELDON | $550,000 | 81.8% | $225,000 | $450,000 | $900,000 |
| KEVIN A. HENRY | $550,000 | 63.6% | $175,000 | $350,000 | $700,000 |
| JOHN J. CHADWICK(3) | $700,000 | 103.6% | $362,500 | $725,000 | $1,450,000 |
| MICHELLE H. HAIRSTON(4) | $525,000 | 38.1% | $100,000 | $200,000 | $400,000 |
| (1) | Base salary was measured as of the first day of the performance period. |
| (2) | The Committee sets target opportunities under the LTI Program at whole dollar values. The amounts in this column reflect such target opportunities at the approximate percentage of each named executive officer’s base salary. |
| (3) | Pursuant to the terms of the Company’s Retirement Policy, Mr. Chadwick was entitled to retirement vesting treatment of his outstanding equity awards in connection with his retirement in April 2023, as described in “Potential Payments Upon Termination or Change in Control” beginning on page 48. |
| (4) | Pursuant to the terms of the Company’s Executive Severance Policy, Ms. Hairston’s 2023-2025 LTI Program awards remained outstanding following her separation from the Company in February 2023 and are eligible to vest on a pro-rated basis based on actual performance. |
Outstanding Performance Based Equity Awards under the LTI Program
The 2022-2024 LTI Program remains outstanding and will be settled following the completion of the three-year performance period, based on (i) the Company’s TSR performance relative to the TSR of the Performance Peer Group, (ii) the Company’s ROIC performance, and (iii) the Company’s operating margin performance, with each goal weighted equally.
| PULTEGROUP, INC. | 2024 PROXY STATEMENT | 37 |
At the end of 2023, the 2021-2023 LTI Program concluded, with each named executive officer other than Messrs. Koart and Henry (who were not employed with the Company in 2021) achieving 200.0% of their target award pursuant to the terms of the 2021-2023 LTI Program established at the time of grant. The table below sets forth the performance metrics and achievement levels with respect to the 2021-2023 LTI Program goals.
| 2021-2023 LTI Program Consolidated Goals(1) | |||||||
|---|---|---|---|---|---|---|---|
| Weighting | Threshold Payout(50%) | Target Payout(100%) | Maximum Payout(200%) | PerformanceResults | Achieved Payout(of target) | WeightedPayout | |
| Relative TSR(2) | 33.34% | 25th percentile | 75th percentile | Ranked 1stinpeer group | Ranked 1st inpeer group | 200% | 66.8% |
| ROIC(3) | 33.33% | 18.9% | 21.9% | 24.9% | 33.9% | 200% | 66.6% |
| Operating Margin(4) | 33.33% | 12.1% | 15.1% | 18.1% | 21.3% | 200% | 66.6% |
| Total % of Target: | 200.0% | ||||||
| (1) | Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation. |
| (2) | Measured relative to the Performance Peer Group. |
| (3) | ROIC is defined as (i) consolidated earnings before interest and taxes (adjusted to exclude, where applicable, the expense related to certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012), divided by (ii) consolidated shareholders’ equity plus homebuilding debt (each as adjusted to exclude consolidated deferred taxes, internal mortgage company debt and changes in GAAP). |
| (4) | Operating Margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012) divided by (ii) Home Sale Revenues. |
2024 Long Term Equity Incentive Awards
In determining the annual equity grants made in February 2024 for 2023 performance – of the Company and of each continuing executive – the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation earned by the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance.
As set forth in the tables below, in February 2024, the Committee granted RSUs to each continuing executive, informed by his or her individual contributions during 2023. The value of these awards is excluded from the 2023 Summary Compensation Table, which instead reflects the value of the equity awards granted in 2023 in recognition of the named executive officers’ performance in 2022. The first portion (60%) of these awards comprise our 2024-2026 LTI Program and include relative TSR performance, return on equity and operating margin, each as measured against the Performance Peer Group, as the performance metrics and amounts as follows, with a comparison to the 2023 – 2025 LTI Program amounts:
| 2023-2025 LTI Program Target | 2024-2026 LTI Program Target | |||
|---|---|---|---|---|
| Executive | # | Value | # | Value |
| RYAN R. MARSHALL | 61,019 | $3,500,000 | 50,939 | $5,400,000 |
| ROBERT T. O’SHAUGHNESSY | 16,563 | $950,000 | 14,858 | $1,575,000 |
| MATTHEW KOART | 14,318 | $1,000,000 | 14,858 | $1,575,000 |
| TODD N. SHELDON | 7,846 | $450,000 | 7,075 | $750,000 |
| KEVIN A. HENRY | 4,699 | $350,000 | 5,094 | $540,000 |
In light of the pending acquisition of one of the members of the Performance Peer Group, the Committee approved a new Performance Peer Group for the 2024 long-term incentive awards consisting of the homebuilders in the Company’s compensation peer group – namely, D.R. Horton, Inc.; KB Home; Lennar Corporation; Meritage Homes Corporation; M/I Homes, Inc.; NVR, Inc.; Taylor Morrison Home
| 38 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |
Corporation; Toll Brothers, Inc.; and Tri Pointe Homes, Inc. The Committee determined that this was an appropriate measure of performance as the members of the Performance Peer Group were also subject to the cyclical nature of the homebuilding industry. The remaining portion (40%) of these awards include annual grants of service-based equity in the form of service-based RSU awards with a three-year vesting period in the amounts as follows:
| Time-Based Restricted Share Units(1) | ||
|---|---|---|
| Executive | # | Value(2) |
| RYAN R. MARSHALL | 33,960 | $3,600,100 |
| ROBERT T. O’SHAUGHNESSY | 9,905 | $1,050,029 |
| MATTHEW KOART | 9,905 | $1,050,029 |
| TODD N. SHELDON | 4,717 | $500,049 |
| KEVIN A. HENRY | 3,396 | $360,010 |
| (1) | These equity awards were granted in 2024 and, accordingly, are excluded from the 2023 Summary Compensation Table. |
| (2) | The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |
Other Compensation Elements and Practices
Employment Arrangements
The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Executive Severance Policy, will apply as warranted.
Severance Arrangements
The Committee has adopted the PulteGroup, Inc. Executive Severance Policy, which provides for severance benefits ranging from one times base salary to two times base salary, depending on the length of service with the Company and the executive’s position at the time of a qualifying termination of employment. The Committee also has adopted the PulteGroup, Inc. Retirement Policy, which establishes administrative guidelines for the treatment of outstanding equity and long-term incentive awards following an employee’s qualifying retirement. The Committee believes that these policies help us accomplish our compensation philosophy of attracting and retaining exemplary talent and reduce the need to negotiate individual severance arrangements with new and departing executives. In connection with his retirement from the Company, Mr. Chadwick did not receive any severance benefits under the Executive Severance Policy, but received retirement vesting treatment with respect to his outstanding equity and long-term incentive awards. In addition, in connection with Ms. Hairston’s February 10, 2023 separation from the Company, Ms. Hairston became eligible for separation benefits under the Executive Severance Policy based on a qualifying termination of employment without cause. See “Potential Payments Upon Termination or Change in Control” on page 48 for additional information regarding the retirement vesting treatment received by Mr. Chadwick in connection with his retirement in April 2023 and the severance benefits received by Ms. Hairston in connection with her separation in February 2023.
While these policies reduce the need to negotiate individual severance provisions, the Committee recognizes that under certain circumstances individual severance arrangements may be desirable or beneficial to the Company. Pursuant to the Company’s Executive Severance Policy, the Company is prohibited from entering into a severance agreement with a senior executive of the Company without shareholder approval if such agreement would provide for specified benefits exceeding 2.99 times the sum of (a) the senior executive’s annual base salary as in effect immediately prior to termination of employment and (b) the senior executive’s target annual bonus in the fiscal year in which the termination of employment occurs. Benefits excluded from this policy are (i) the value of any accelerated vesting of any outstanding equity-based award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (ii) a pro-rata portion of the value of any accelerated vesting of any outstanding long-term cash-based incentive award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (iii) compensation and benefits for services rendered through the date of termination of employment, (iv) any
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post-termination retirement and other benefits, special benefits or perquisites provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives and (v) payments that are required by the Company’s By-laws regarding indemnification and/or a settlement of any claim made against the Company. The policy is available for viewing on our website atwww.pultegroupinc.com.
Benefits
Named executive officers participate in employee benefit plans on the same terms as generally available to all employees. In addition, each of the named executive officers is eligible to participate in our Financial Counseling Reimbursement Plan and our Health Exam Reimbursement Plan. As an inducement to accept his offer of employment, Mr. Koart also received a monthly living stipend of $3,500, which amount was increased to $12,000 per month in September 2023. The named executive officers, as well as other Company executives, may also participate in the Company’s Non-Qualified Deferral Program, under which they may elect to defer the receipt of their annual incentive cash awards. This plan is discussed further under the section “2023 Non-Qualified Deferred Compensation Table.” We do not have a defined benefit pension plan.
Clawback Policies
In September 2023, the Board adopted a new compensation recovery, or “clawback,” policy for cash and equity incentive awards paid to executive officers providing for the recovery of applicable incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding NYSE listing standards.
The Company also maintains an additional clawback policy with respect to the Annual Program, Growth Incentive Pool, LTI Program, and equity grants. Under the policy, in the event any current or former executive officer (or other employee deemed by the Board to be subject to the policy) engages in “detrimental conduct” (as defined in the policy), the Committee may require that such employee (i) reimburse the Company for all or any portion of any bonus, incentive payment, equity-based award, or other compensation received by such employee within the 36 months following such detrimental conduct and (ii) remit to the Company any profits realized from the sale of Company securities within the 36 months following such detrimental conduct.
Prohibition Against Pledging and Hedging of Company Securities
To further enhance the linkage between executives’ long-term incentive compensation and shareholder value, the Company’s insider trading policy prohibits directors and executive officers from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, with respect to their Company security holdings. See page 16 for further information regarding the Company’s anti-hedging policy. Additionally, under the Company’s insider trading policy, directors and executive officers are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan, as such arrangements could result under some circumstances in a margin sale or foreclosure sale occurring at a time when the director or executive officer is aware of material nonpublic information or otherwise is not permitted to trade in Company securities. The policy is available for viewing on our website atwww.pultegroupinc.com.
Share Ownership Guidelines
To align our executives’ interests with those of our shareholders and to assure that our executives own meaningful levels of Company common shares throughout their tenures with the Company, our executive officers are subject to share ownership guidelines adopted by the Committee. The share ownership guidelines require, within a five-year period from date of hire, promotion or determination that a position is subject to Section 16 of the Exchange Act, the Chief Executive Officer to own Company common shares equal in value to at least six times his base salary and each of the other named executive officers to own Company common shares equal to at least three times their respective base salary. Included in the definition of share ownership are restricted shares and RSUs, any Company common shares owned outright (including the value of restricted shares that have vested at the higher of the current market price or the share price on the date of vesting) and common shares in any Company benefit plan. Stock options, whether vested or unvested, and unearned PSU awards do not count towards meeting share ownership guidelines. As of the record date, all of the continuing named executive officers have either met the share ownership guidelines or are within the five-year period to become in compliance with the guidelines.
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