Dream Finders Homes Inc
For the period ended Apr 17, 2025. Filed Apr 17, 2025.
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Apr 17, 2025 · Filed Apr 17, 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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DREAM FINDERS HOMES, INC.
(Exact name of registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
From our Chairman & CEO
Dear Fellow Owners,
2024 concluded our 16 th year of business and our fourth as a public company; we are pleased to have achieved another year of growth and believe we are well-positioned for additional growth in 2025. Our record annual results included top line revenue growth of 18% to $4.4 billion, supported by closings of 8,583 homes, representing a 17% increase in deliveries over the prior year. Our 2024 full year pretax income was $438 million, net income attributable to Dream Finders was $335 million and basic earnings per share was $3.44 — all annual records. Our return on participating equity was 29.7%. We are also pleased with the results from our 2024 acquisitions of Crescent Homes and Jet HomeLoans, with contributions to total revenues of $470 million and $35 million, respectively.
While we are proud of our results from the 2024 year, we have shifted our focus to 2025 and our steadfast commitment to growing earnings and delivering above-average shareholder returns. This continued discipline starts with the integration of our January 2025 acquisition of Liberty Communities, which plants us firmly in Atlanta, Georgia — the largest market in the Southeast — and strengthens our presence in Greenville, South Carolina. We expect to continue evaluating other organic and inorganic growth opportunities in 2025, allowing us to further scale our homebuilding and related financial services operations to generate long-term value for our Company and its owners.
My full 2024 thoughts and the year ahead will be included in my forthcoming annual letter, which will be accessible on the Company’s Investor Relations website.
About Dream Finders Homes, Inc.
Dream Finders Homes (NYSE:DFH) (“Dream Finders”) is a homebuilder based in Jacksonville, Florida. Dream Finders builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Northern Virginia and Maryland. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title services to homebuyers. Dream Finders Homes achieves its industry-leading growth and returns by maintaining an asset-light homebuilding model. As of April 11, 2025, DFH operated in 10 states, as depicted below.
i
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
June 9, 2025
10:00 a.m. Eastern Time
Dear Stockholder:
You are cordially invited to attend our 2025 Annual Meeting of Stockholders, which will be held at 10:00 a.m., Eastern Time, on Monday, June 9, 2025 (the “Annual Meeting”), at our headquarters located at 14701 Philips Highway, Jacksonville, Florida 32256 in Suite 300.
We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
To elect the nominees named in the accompanying proxy statement to our Board of Directors;
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
To approve a non-binding advisory resolution approving executive compensation for fiscal year 2024; and
To transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on April 11, 2025 are entitled to notice and to vote at the Annual Meeting or any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during the 10-day period prior to the Annual Meeting. If you would like to view this stockholder list at our headquarters, please contact Investor Relations at investors@dreamfindershomes.com.
Each share of our Class A common stock entitles the holder thereof to cast one vote on each matter brought before the Annual Meeting and each share of our Class B common stock entitles the holder thereof to cast three votes on each matter brought before the Annual Meeting. Your vote as a stockholder of Dream Finders Homes, Inc. is very important. If you are a registered stockholder and have questions regarding your stock ownership, you may contact our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by email at shareholder@broadridge.com, through its website at www.broadridge.com or by phone at 1-844-998-0339 (within the U.S. and Canada) or 1-303-562-9304 (outside the U.S. and Canada).
ii
Our Board of Directors has approved the proposals described in the accompanying proxy statement and recommends that you vote:
FOR the election of all nominees for director in Proposal 1;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 in Proposal 2; and
FOR the approval of the advisory resolution on executive compensation for fiscal year 2024 in Proposal 3.
BY ORDER OF THE BOARD OF DIRECTORS
Robert E. Riva
Vice President, General Counsel and Corporate Secretary
Jacksonville, Florida
April 17, 2025
YOUR VOTE IS IMPORTANT
Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the accompanying proxy statement and your proxy card. It is important that your shares of our common stock be represented and voted at the Annual Meeting. Please submit your proxy through the Internet, by telephone or by completing the proxy card. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. Please do not return the proxy card if you are voting through the Internet or by telephone.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 9, 2025:
The accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available for review online at www.proxyvote.com or https://investors.dreamfindershomes.com.
iii
TABLE OF CONTENTS
| Proxy Statement | 1 |
|---|---|
| Proposal 1 - Election of Directors | 6 |
| Proposal 2 - Ratification of the Independent Auditors | 11 |
| Proposal 3 - Non-binding, Advisory Vote on Executive Compensation | 13 |
| Corporate Governance and Director Independence | 14 |
| Code of Business Conduct and Ethics | 16 |
| Board Leadership Structure and Board's Role in Risk Oversight | 16 |
| Board and Committee Meetings | 18 |
| Non-Employee Director Compensation | 21 |
| Stock Ownership Policy for Non-Employee Directors | 22 |
| Compensation Committee Interlocks and Insider Participation | 22 |
| Certain Relationships and Related Party Transactions | 22 |
| Contacting the Board | 25 |
| Security Ownership of Certain Beneficial Owners | 25 |
| Delinquent Section 16(a) Reports | 29 |
| Insider Trading Policy | 29 |
| Executive Officers | 30 |
| Compensation Discussion and Analysis | 31 |
| Compensation Committee Report | 40 |
| Executive Compensation | 41 |
| Additional Information | 50 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.