SECURITIES AND EXCHANGE COMMISSIONINFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
| |
DATE & TIME Tuesday, June 11, 2024 10:00 a.m., Central LOCATION www.virtualshareholder meeting.com/GRBK2024 RECORD DATE April 19, 2024 | |
| How to Vote BY INTERNET www.proxyvote.com BY TELEPHONE 1-800-690-6903 BY MAIL Mark, sign and date your proxy card and return in the postage-paid envelope we have provided. | |
|
| | | | Items of Business | | | | |
| 1. | | | Election of seven directors to the Board | | |||
| | | | Recommendation: FOR | | | Page: 5 | |
| 2. | | | To ratify the appointment of RSM US LLP as our Independent Registered Public Accountants for 2024 | | |||
| | | | Recommendation: FOR | | | Page: 49 | |
| 3. | | | To approve the 2024 Omnibus Incentive Plan | | |||
| | | | Recommendation: FOR | | | Page: 52 | |
| | We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report for the year ended December 31, 2023 on or about April 29, 2024. Our proxy statement and annual report are available online at: www.proxyvote.com. | | |
2805 Dallas Parkway, Suite 400
Plano, TX 75093
April 21, 2016
Dear
| | | 2024 Proxy Statement | | | i | |
| | | Page | | |||
| | | | 1 | | | |
| | | | 5 | | | |
| | | | 14 | | | |
| | | | 14 | | | |
| | | | 14 | | | |
| | | | 22 | | | |
| | | | 24 | | | |
| | | | 26 | | | |
| | | | 28 | | | |
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 32 | | | |
| | | | 39 | | | |
| | | | 40 | | | |
| | | | 40 | | | |
| | | | 41 | | | |
| | | | 42 | | | |
| | | | 42 | | | |
| | | | 45 | | | |
| | | | 46 | | | |
| | | | 49 | | | |
| | | | 51 | | | |
| | | | 52 | | | |
| | | | 64 | | | |
| | | | 66 | | | |
| | | | 70 | | | |
| | | | 70 | | | |
| | | | 70 | | | |
| | | | 71 | | | |
| | | | 71 | | | |
| | | | 71 | | | |
| | | | 71 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | A-1 | | |
| ii | | | 2024 Proxy Statement | | | |
| Date and Time: | | | Tuesday, June 11, 2024, at 10:00 a.m., Central Time | |
| Place: | | | Our meeting will be held in a virtual format only, conducted exclusively via www.virtualshareholdermeeting.com/GRBK2024. | |
| Record Date: | | | April 19, 2024 | |
| Proposal | | | | | | Board Recommendations | |
| Proposal 1: | | | Election of Directors (page 5) | | | FOR each nominee | |
| Proposal 2: | | | Ratification of RSM US LLP as Auditors (page 49) | | | FOR | |
| Proposal 3: | | | Approval of 2024 Omnibus Incentive Plan (page 52) | | | FOR | |
| | | 2024 Proxy Statement | | | 1 | |
| Proxy Summary | |
You are invited to attend our 2016 Annual Meeting of Stockholders, which will be held at 10:00 a.m., Central Time on May 25, 2016 at our executive offices located at 2805 Dallas Parkway, Suite 400, Plano, TX 75093.
Details of the business to be conducted at the meeting are described in the attached Notice of Annual Meeting of Stockholders and proxy statement.
Your vote is important and we encourage you to vote whether or not you plan to attend the meeting. Please sign, date and return the enclosed proxy card in the envelope provided, or you may vote by telephone or on the Internet as described on your proxy card. If you plan to attend the meeting, you may vote in person.
Also enclosed is a copy of’s financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. I encourage you to read the Annual Report on Form 10-K for information about the Company’s performance in 2015.
We look forward to seeing you at the meeting.
Sincerely,
James R. Brickman
Chief Executive Officer and Director
2805 Dallas Parkway, Suite 400
Plano, TX 75093
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 21, 2016
The 2016 Annual Meeting of Stockholders of Green Brick Partners, Inc. (the “Annual Meeting”) will be held at 10:00 a.m., Central Time on May 25, 2016 at our executive offices located at 2805 Dallas Parkway, Suite 400, Plano, TX 75093 for the following purposes:
Only stockholders of record of common stock at the close of business on March 30, 2016 (the “Record Date”) are entitled to receive this notice and to vote at the meeting.
To assure your representation at the meeting, please vote by telephone, on the Internet using the instructions on the proxy card, or by signing, dating and returning the proxy card in the postage-prepaid envelope provided.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2016. This proxy statement and the Company’s 2015 Annual Report on Form 10-K are available at www.proxyvote.com.
|
TABLE OF CONTENTS
GREEN BRICK PARTNERS, INC. PROXY STATEMENT
VOTING INFORMATION
A proxy is solicited on behalf of the Board of Directors (the “Board”) of Green Brick Partners, Inc. (“Green Brick,” the “Company,” “we,” “us” or “our”) for use at the Annual Meeting of Stockholders to be held on May 25, 2016, beginning at 10:00 a.m., Central Time, at our executive offices located at 2805 Dallas Parkway, Suite 400, Plano, TX 75093, and at any adjournment(s) or postponement(s) thereof. We are first mailing the proxy statement and proxy card to holders of our common stock on or about April 26, 2016.
Stockholders of record of Green Brick’s common stock, par value $0.01 per share (“Common Stock”), at the close of business on March 30, 2016 (the “Record Date”) are entitled to receive the Notice of Annual Meeting and vote their shares at the meeting. On the Record Date, 48,833,323 shares of Common Stock were outstanding. A holder of Common Stock is entitled to one vote for each share of Common Stock held on the Record Date for each of the proposals set forth herein. There is no cumulative voting.
You are entitled to vote at the meeting if you are a stockholder of record of Common Stock on the Record Date. You may vote in person at the meeting, by automated telephone voting, on the Internet or by proxy.
To ensure that your shares are represented and voted at the Annual Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Annual Meeting in person, using one of the following three methods:
The Internet and telephone proxy submission procedures are designed to authenticate your identity and to allow you to submit a proxy for your shares for the matters before our stockholders as described in this proxy statement and confirm that your voting instructions have been properly recorded.
Proxies submitted by telephone or via the Internet for the matters before our stockholders as described in this proxy statement must be received by 11:59 p.m., Eastern Time, on May 24, 2016, or such later time as may be established by the Board.
How You May Revoke or Change Your Vote
Proxies may be revoked or changed if you:
If your shares are held in street name by a broker, bank, trust or other nominee, you must contact such organization and follow its procedures to revoke your proxy.
Attending the Annual Meeting and Voting in Person
If you plan to attend the Annual Meeting and vote in person, you will be given a ballot at the Annual Meeting. Please note that admission to the Annual Meeting is limited to the Company’s stockholders as of the Record Date.
For stockholders of record, upon your arrival at the meeting location, you will need to present identification to be admitted to the Annual Meeting. If you are a stockholder who is an individual, you will need to present government-issued identification showing your name and photograph (i.e., a driver’s license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our Record Date stockholder list.
For stockholders holding shares in “street name,” in addition to providing identification as outlined for record holders above, you will need a valid proxy from your broker, bank or other nominee or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the Record Date. Otherwise, you will not be permitted to attend the Annual Meeting. If your shares are held in the name of a broker, bank or other nominee you must obtain and bring to the Annual Meeting a proxy card issued in your name from the broker, bank or other nominee to be able to vote at the Annual Meeting.
The cost of solicitation, if any, will be borne by Green Brick. Proxies may be solicited on our behalf by directors, officers or employees, in person or by telephone, electronic transmission and facsimile transmission. No additional compensation will be paid to such persons for such solicitation. Green Brick will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to beneficial owners of shares.
Difference between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name
If your shares are registered in your name with Green Brick’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are the “stockholder of record” of those shares. In such case, the Notice of Annual Meeting and proxy statement and any accompanying documents have been provided directly to you by Green Brick.
If your shares are not registered in your own name and, instead, your broker, bank, trust or other nominee holds your shares, you are a “beneficial owner” of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. The Notice of Annual Meeting and proxy statement and any accompanying documents have been forwarded to you by your broker, bank, trust or other nominee. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.
Votes Required/Voting Procedures
The presence at the Annual Meeting of stockholders, in person or by proxy, representing a majority of the outstanding shares entitled to vote will constitute a quorum for the transaction of business at the meeting. In general, shares of Common Stock either represented in person at the meeting or by a properly signed and returned proxy card, or properly voted by telephone or on the Internet, will be counted as present and entitled to vote at the meeting for purposes of determining the existence of a quorum. Proxies received but marked as abstentions (or “withhold authority” with respect to one or more directors) and broker non-votes will be included in the voting power considered to be present at the meeting for purposes of determining a quorum. Broker non-votes are shares held of record by a broker that are not voted on a matter because the broker has not received voting instructions from the beneficial owner of the shares and the broker either lacks or declines to exercise the authority to vote the shares in its discretion.
Proxies will be voted as specified by the stockholder. Signed proxies that lack any specification will be voted (i) “FOR” each of the Board’s director nominees; (ii) “FOR” approval of the advisory vote on executive compensation; and (iii) “FOR” the ratification of Grant Thornton, LLP, or Grant Thornton, as our independent registered public accounting firm for 2016. The proxy holders will use their best judgment with respect to any other matters properly brought before the meeting. If a nominee cannot or will not serve as a director, the proxy may be voted for another person as the proxy holders decide.
Unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on any of the matters to be considered at the Annual Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.
Election of Directors (Proposal 1).The election of the seven director nominees to hold office until the 2017 annual meeting of stockholders and the due election and qualification of their respective successors, or such director nominee’s death, removal or resignation, will be determined by a plurality vote of the shares present at the Annual Meeting, meaning the director nominee with the most affirmative votes for a particular slot is elected for that slot. Our certificate of incorporation does not permit stockholders to cumulate their votes. If you submit a properly executed proxy to the Company and the proxy indicates that you “WITHHELD” your vote for one or more of the director nominees, the shares subject to the proxy will not be voted for that director nominee or those director nominees and will be voted “FOR” the remaining director nominee(s), if any. Shares not represented at the meeting and proxies marked “ABSTAIN” have no effect on the election of directors.
Advisory Vote on Executive Compensation (Proposal 2). The affirmative vote of holders of at least a majority of the shares of Common Stock issued, present and voting at the Annual Meeting with respect to this proposal is required to approve, on an advisory basis, the overall executive compensation policies and procedures employed by Green Brick for its named executive officers. You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on Proposal 2. Shares not represented at the meeting and proxies marked “ABSTAIN” have no effect on this proposal. While the outcome of the vote on this proposal will not be binding on the Board, the Board will review and consider the voting results when determining future executive compensation decisions.
Ratification of Appointment of Independent Registered Public Accounting Firm for 2016 (Proposal 3). The affirmative vote of holders of at least a majority of the shares of Common Stock issued, present and voting at the Annual Meeting with respect to this proposal is required for the approval of this proposal. You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on Proposal 3. Shares not represented at the meeting and proxies marked “ABSTAIN” with regard to this proposal have no effect on this proposal.
If you hold your shares in street name and do not provide voting instructions to your broker, the shares may be counted as present at the meeting for the purpose of determining a quorum and may be voted on Proposal 3 at the discretion of your broker. Such shares will not be voted at the discretion of your broker on Proposals 1 and 2 and will have no effect on the outcome of such proposals.
Because stockholders may hold shares of our Common Stock in multiple accounts or share an address with other stockholders, stockholders may receive duplicate mailings of notices or proxy materials. Stockholders may avoid receiving duplicate mailings as follows:
We are a uniquely structured company that combines residential land development and homebuilding. We acquire and develop land, provide land and construction financing to our controlled builders and participate in the profits of our controlled builders. Our core markets are in the high growth U.S. metropolitan areas of Dallas, Texas and Atlanta, Georgia. We are engaged in all aspects of the homebuilding process, including land acquisition and the development, entitlements, design, construction, marketing and sales and the creation of brand images at our residential neighborhoods and master planned communities. We believe we offer higher quality homes with more distinctive designs and floor plans than those built by our competitors at comparable prices. Our communities are located in premium locations in our core markets and we seek to enhance homebuyer satisfaction by utilizing high-quality materials, offering a broad range of customization options and building well-crafted energy-efficient homes. We seek to maximize value over the long term and operate our business to mitigate risks in the event of a downturn by controlling costs and quickly reacting to regional and local market trends.
Green Brick Partners, Inc. (formerly named BioFuel Energy Corp.) was incorporated as a Delaware corporation on April 11, 2006, to invest solely in BioFuel Energy, LLC, a limited liability company organized on January 25, 2006, to build and operate ethanol production facilities in the Midwestern United States. On November 22, 2013, the Company disposed of its ethanol plants and all related assets. Following the disposition of these production facilities, we were a public shell company with no substantial operations.
On June 10, 2014, the Company entered into a definitive transaction agreement to acquire JBGL Builder Finance LLC and its consolidated subsidiaries and affiliated companies (collectively “Builder Finance”), and JBGL Capital Companies (“Capital”), a combined group of commonly managed limited liability companies and partnerships (collectively with Builder Finance “JBGL”) with the owners of JBGL for $275 million, payable in cash and shares of our Common Stock (the “Transaction”). JBGL is a real estate operator involved in the purchase and development of land for residential use, construction lending and homebuilding operations. The Transaction was completed on October 27, 2014. Pursuant to the terms of the Transaction, we paid the $275 million purchase price with approximately $191.8 million in cash and the remainder in 11,108,500 shares of our Common Stock valued at approximately $7.49 per share.
The cash portion of the purchase price was funded from the proceeds of the $70 million rights offering conducted by the Company (the $70 million includes proceeds from purchases of shares of Common Stock by Greenlight Capital, Inc. and its affiliates (“Greenlight”) and Third Point LLC and its affiliates (“Third Point”) and $150 million of debt financing provided by Greenlight pursuant to a Loan Agreement, with the lenders from time to time party thereto and Greenlight APE, LLC, as administrative agent (the “Loan Agreement”).
As described above, at the time the Transaction was completed, BioFuel Energy Corp. was a non-operating public shell corporation with nominal assets and as a result of the Transaction the owners and management of JBGL gained effective operating control of the combined company.
As a result of the Transaction, Green Brick changed its business direction and is now in the real estate industry.
BOARD OF DIRECTORS AND GOVERNANCE
Board Structure and Composition
The Company’s Amended and Restated Certificate of Incorporation (the “Charter”) provides that the number of directors will be fixed in the manner provided in the Amended and Restated Bylaws of the Company dated as of March 20, 2009 (the “Bylaws”). The Bylaws provide that the number of directors will be fixed from time to time pursuant to a resolution adopted by the Board. The Board currently has seven members. Directors are elected by plurality vote of the shares present at the Annual Meeting, meaning that the director nominee with the most affirmative votes for a particular slot is elected for that slot. If a vacancy occurs, including as a result of an increase in the authorized number of directors, the vacant directorship may be filled by the affirmative vote of a majority of the remaining directors. Each director holds office until the due election and qualification of his or her successor, or until such director’s death, removal or resignation.
The Board of Directors is currently comprised of seven members, including: four independent directors, and James R. Brickman, Chief Executive Officer, or CEO, of the Company, David Einhorn, President of Greenlight Capital, Inc., and Harry Brandler, Chief Financial Officer of Greenlight Capital, Inc. Kathleen Olsen, Richard S. Press, John R. Farris and Elizabeth K. Blake currently serve as independent directors on the Board. An “independent director” means a director or director nominee who satisfies all standards for independence under the rules and regulations of the Securities and Exchange Commission or SEC, and the NASDAQ Stock Market, or NASDAQ, listing standards. David Einhorn serves(the “SEC”) on February 29, 2024.
| | | | | |
| 2 | | | 2024 Proxy Statement | | | |
| Proxy Summary | |
| | | | | | | AGE | | | DIRECTOR SINCE | | | Audit | | | Comp. | | | G&S | |
| | | David Einhorn, Chairman President Greenlight Capital, Inc. | | | 55 | | | 2006 | | | | | | | | | |||
| | | James R. Brickman Chief Executive Officer Green Brick Partners, Inc. | | | 72 | | | 2014 | | | | | | | | | |||
| | | Elizabeth K. Blake Retired General Counsel | | | 72 | | | 2007 | | | | | | | | | |||
| | | Harry Brandler Retired Chief Financial Officer | | | 52 | | | 2014 | | | | | | | | | |||
| | | Lila Manassa Murphy Chief Financial Officer, Dundee Corporation | | | 52 | | | 2022 | | | | | | | | | |||
| | | Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC | | | 52 | | | 2014 | | | | | | | | | |||
| | | Richard S. Press Retired Senior Vice President Wellington Management | | | 85 | | | 2014 | | | | | | | | |
| | | Chair | | |
| | | Member | |
| | | 2024 Proxy Statement | | | 3 | |
| Proxy Summary | |
| Annual election of directors 100% independent Board committees 5 out of our 7 Board nominees are independent Directors elected by majority vote Director resignation policy for all directors in uncontested elections Robust stock ownership guidelines applicable to directors and executive officers Executive officer compensation recoupment “clawback” policy | | | Independent directors meet in executive session without management present Strong Board oversight of risk management process Audit Committee has oversight of cybersecurity and information systems risk Policies prohibiting hedging and pledging of shares by executive officers and directors Proxy access allows stockholders to nominate directors and have nominees included in the proxy statement Addition of sustainability responsibilities to Governance committee Regular stockholder engagement | |
| 4 | | | 2024 Proxy Statement | | | |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | |
| Seven individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board of Directors (the “Board”). | |
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES. | |
| | | 2024 Proxy Statement | | | 5 | |
| Proposal No. 1 – Election of Directors | |
| | | | ||
| DAVID EINHORN Chairman AGE: 55 DIRECTOR SINCE: 2006 | | | BACKGROUND: Mr. Einhorn has served as one of our directors since May 2006. Mr. Einhorn has co-founded, and has served as the President of Greenlight Capital, Inc., since January 1996. Funds managed by Greenlight are some of our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University. Skills & Qualifications: Mr. Einhorn, our Co-Founder, brings to the Board crucial investment expertise and business experience. | |
| | | | ||
| JAMES R. BRICKMAN Chief Executive Officer & Director AGE: 72 DIRECTOR SINCE: 2014 | | | BACKGROUND: Mr. Brickman has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of each of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”) and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 40 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University. Skills & Qualifications: Mr. Brickman, our Co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations. | |
| | | | | |
| 6 | | | 2024 Proxy Statement | | | |
| Proposal No. 1 – Election of Directors | |
| | | | | |
| ELIZABETH K. BLAKE INDEPENDENT AGE: 72 DIRECTOR SINCE: 2007 COMMITTEES: • Compensation • Governance & Sustainability | | | BACKGROUND: Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat for Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents. Skills & Qualifications: Ms. Blake brings to the Board extensive executive leadership, corporate governance expertise, and risk management knowledge through her experience as a director and executive of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry. | |
| | | | | |
| | | 2024 Proxy Statement | | | 7 | |
| Proposal No. 1 – Election of Directors | |
| | | | ||
| HARRY BRANDLER INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Compensation (Chair) • Governance & Sustainability | | | BACKGROUND: Mr. Brandler has served as one of our directors since October 2014. Before retiring, Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. Prior to joining Greenlight Capital, Inc., from 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996. Skills & Qualifications: Mr. Brandler brings to the Board a unique understanding of our strategies and operations through nine years of service as a member of the Board and 23 years of finance, accounting and management experience. | |
| | | | | |
| 8 | | | 2024 Proxy Statement | | | |
| Proposal No. 1 – Election of Directors | |
| | | | ||
| LILA MANASSA MURPHY AGE: 52 DIRECTOR SINCE: 2022 COMMITTEES: • Audit (Chair) • Compensation | | | BACKGROUND: Ms. Manassa Murphy has served as one of our directors since April 2022. Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange, which is focused on holding and managing investments in the energy, natural resources, agriculture and real estate industries. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation, from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm. Prior to that, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment. | |
| | | | | |
| | | 2024 Proxy Statement | | | 9 | |
| Proposal No. 1 – Election of Directors | |
| | | | ||
| KATHLEEN OLSEN INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability | | | BACKGROUND: Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Since 2021, Ms. Olsen has been an adjunct professor at Fordham Gabelli School of Business. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. In addition, Ms. Olsen currently sits on the Board of Trustees of Lockwood-Mathews Mansion Museum and Saint Catherine Center for Specials Needs. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. Skills & Qualifications: Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience. | |
| | | | | |
| 10 | | | 2024 Proxy Statement | | | |
| Proposal No. 1 – Election of Directors | |
| | | | ||
| RICHARD S. PRESS INDEPENDENT AGE: 85 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability (Chair) • Insurance (Chair) | | | BACKGROUND: Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anesthesia Associates of Massachusetts, and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 — 2013). He is currently a director of Millwall Holdings PLC and Millwall Football Club. Mr. Press earned a B.A. from Brown University in 1960, and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964. Skills & Qualifications: Mr. Press brings to the Board an extensive background in finance, insurance and risk management, as well as public company board and committee experience. | |
| | | | | |
| | | 2024 Proxy Statement | | | 11 | |
| Proposal No. 1 – Election of Directors | |
Under NASDAQ listing standards, independent directors are required to constitute a majority of the Board. Our Board makes a formal determinationour stockholders. The matrix also sets forth each year as to which of our directors and directorthe skills that they bring to the Board (additional details are set forth in their individual biographies beginning on page 6 of this proxy statement):
| | | | | | SKILLS AND QUALIFICATIONS | | | | DAVID EINHORN | | | | JAMES R. BRICKMAN | | | | ELIZABETH K. BLAKE | | | | HARRY BRANDLER | | | | LILA MANASSA MURPHY | | | | KATHLEEN OLSEN | | | | RICHARD S. PRESS | | |
| | | | | INDUSTRY EXPERIENCE Experience in homebuilding, land development, real estate brokerage and sales and financing and banking in the real estate industry or in analyzing or consulting in these key areas enables our Board to understand key operational aspects of our homebuilding business and provide important perspective from their relevant expertise. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | EXECUTIVE LEADERSHIP Experience in positions that require strategic vision, leadership and decision making enables our Board to provide sound business judgment, leadership and strategic vision. | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | ACCOUNTING/FINANCE/CAPITAL MARKETS Experience in accounting, finance or capital markets enables our Board to provide insight and guidance on financial reporting, internal controls and our capital structure and to evaluate our investment and capital raising and allocation strategies. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | LEGAL/REGULATORY/CORPORATE GOVERNANCE Experience in legal, regulatory and corporate governance provides our Board an understanding of the regulatory environment in which we operate, especially with our new captive insurance company and assists in the evaluation of risk. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | RISK MANAGEMENT Experience in overseeing risk management matters including cybersecurity risks, strengthens the Board’s oversight of the risks facing Green Brick. | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | PUBLIC COMPANY DIRECTORSHIP Experience advising or serving on other public company boards enables our Board to have a solid background and the knowledge necessary to understand its oversight and governance roles. | | | | | | | | | | | | | | | | | | | | | | | | | |
| 12 | | | 2024 Proxy Statement | | | |
| Proposal No. 1 – Election of Directors | |
| | | 2024 Proxy Statement | | | 13 | |
In making its determination regarding the independence of Ms. Olsen and Mr. Press,recommends charter changes to the Board considered thatas appropriate. A current copy of each of these individuals has invested in limited partnership interests in funds managedstanding committee charter can be found on our website at investors.greenbrickpartners.com by Greenlight Capital Inc. or its affiliates. We referclicking on Governance & Sustainability and then Governance Documents.
| | Independent Director | | | Audit Committee | | | Compensation Committee | | | Governance and Sustainability Committee | | | Insurance Committee | | |
| | Elizabeth K. Blake | | | | | | Member | | | Member | | | | | |
| | Harry Brandler | | | | | | Chair | | | Member | | | | | |
| | Lila Manassa Murphy | | | Chair | | | Member | | | | | | | | |
| | Kathleen Olsen | | | Member | | | | | | Member | | | | | |
| | Richard S. Press | | | Member | | | | | | Chair | | | Chair | | |
14 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
| AUDIT COMMITTEE | | ||||
| Members: Lila Manassa Murphy (Chair) Kathleen Olsen Richard S. Press Meetings in 2023: 5 | | | | Responsibilities The Audit Committee’s responsibilities include: • assist Board oversight of the accounting and financial reporting processes of Green Brick, the integrity of the financial statements, and the audits of the financial statements of Green Brick; • assist the Board oversight of the Company’s compliance with legal and regulatory requirements, including reviewing and overseeing the Company’s information and technology risks, including cybersecurity; • oversee the assessment of financial risk and financial risk management programs; • evaluate the independence, qualifications, and performance of the independent auditors; • engage and oversee the independent auditors; • oversee the integrity and adequacy of internal controls and the quality and adequacy of disclosures to stockholders; • oversee the performance of Green Brick’s internal audit function; and • perform all other duties required under the charter, assigned by the Board or required by regulation or law. | |
| | | | | Independence and Financial Expertise The Board reviewed the background, experience and independence of the Audit Committee members and based on this review the Board determined that each member of the Audit Committee: • meets the New York Stock Exchange (“NYSE”) Listing Standards and SEC requirements for independence with respect to audit committee members; and • is financially literate, knowledgeable and qualified to review financial statements. Ms. Olsen and Ms. Manassa Murphy have been determined to be “audit committee financial experts” as such term is defined in the rules and regulations of the SEC. | |
| | | | | The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies. None of the members of our Audit Committee currently serve on the audit committees of more than two other public companies. | |
2024 Proxy Statement 15
The Board held four (4) meetings during 2015. Each director attended at least 75 percent of the aggregate number of meetings
| Corporate Governance | |
| COMPENSATION COMMITTEE | | ||||
| Members: Harry Brandler (Chair) Elizabeth K. Blake Lila Manassa Murphy Meetings in 2023: 5 | | | | Responsibilities The Compensation Committee’s responsibilities include: • discharge the responsibilities of the Board relating to the compensation of Green Brick’s Chief Executive Officer and other executive officers; • review and approve corporate goals and objectives relevant to the compensation of Green Brick’s Chief Executive Officer and other executive officers; • oversee the administration of Green Brick’s compensation plans, including any incentive compensation and equity-based plans; • oversee the adoption and administration of Green Brick’s executive compensation Clawback policy; • assist the Board in establishing and administering fair and equitable compensation policies and practices designed to enhance Company performance, retain key employees and align the interests of executive officers and other employees with the interests of the stockholders; • recommend to the Board compensation for directors; • oversee the competency, qualifications and performance of executive officers; • review, assess and make reports and recommendations to the Board as appropriate on succession planning with respect to the executive officers; • produce a report on executive compensation each year for inclusion in the proxy statement; and • perform all other duties required under the charter, assigned by the Board or required by regulation or law. | |
| | | | | Independence The Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee is independent and a non-employee pursuant to: • NYSE Listing Standards; and • Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | |
| 16 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
Attendance at Annual Stockholder Meetings
Under our Corporate Governance Guidelines, directors are expected to attend Board meetingsInsider Participation
compensation consultants, legal counsel or other advisors as necessary and appropriate to assist the Compensation Committee in fulfilling its duties and responsibilities. The Compensation Committee did not engage a compensation consultant in connection with the 2023 compensation program.
| | | 2024 Proxy Statement | | | 17 | |
| Corporate Governance | |
| GOVERNANCE & SUSTAINABILITY COMMITTEE | | ||||
| Members: Richard S. Press (Chair) Elizabeth K. Blake Harry Brandler Kathleen Olsen Meetings in 2023: 5 | | | | Responsibilities The Governance & Sustainability Committee’s responsibilities include: • identify, review the qualifications of, and recommend candidates for Board membership, consistent with criteria set forth in the charter; • determine the composition of the Board and its committees; • develop corporate governance guidelines for Green Brick and oversee compliance with them; • monitor Board and management effectiveness; • assist the Board in overseeing and monitoring Green Brick’s development and integration of material corporate governance, social and environmental strategies; and • perform all other duties required under the charter, assigned by the Board, or required by regulation or law. | |
| | | | | Independence The Board reviewed the background, experience and independence of the Governance & Sustainability Committee members and based on this review the Board determined that each member of the Governance & Sustainability Committee meets the independence requirements of the NYSE’s Listing Standards. | |
directors will select a presiding director for that meeting.
| 18 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
| | | 2024 Proxy Statement | | | 19 | |
| Corporate Governance | |
| | Name | | | Required Multiple | | |
| | Chief Executive Officer | | | 3x | | |
| | All Other NEOs | | | 2x | | |
| | Directors | | | 5x | | |
| 20 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
The
The Board of Directors meets periodically with key members of management to review the Company’s business and agree upon its strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments, and disruptors in our businesses. The Board’s oversight of our strategy primarily occurs through deep-dive
| | | 2024 Proxy Statement | | | 21 | |
| Corporate Governance | |
The Board of Directors delegates responsibility for overseeing certain financial risks to the Audit Committee. The Audit Committee monitors the quality and integrity of our financial statements and our compliance with legal and regulatory requirements. The Audit Committee is also responsible for understanding the Company’s financial risk assessment and risk management policies. The Audit Committee regularly meets with management regarding updates on key risks and their processes and systems to manage the risks. The Audit Committee also reviews and approves the annual audit plan and regularlyIT reports to the Board. For additional information with respect to the Audit Committee see “Part Two — Boardas part of Directors and Governance — Board Committees — Audit Committee” in this proxy statement.
The Audit Committee, Compensation Committee and Governance and Nominating Committee have been established by the Board in order to comply with the applicable rules and regulations of the SEC and the NASDAQ Listing Rules. The directors appointed to each of the committees are as follows:
Audit Committee
Kathleen Olsen*
John R. Farris
Richard S. Press
Compensation Committee
Richard S. Press*
Kathleen Olsen
Elizabeth K. Blake
Governance and Nominating Committee
Elizabeth K. Blake*
Kathleen Olsen
John R. Farris
* Committee Chair
Audit Committee
Each member of our Audit Committee has been determined by the Board to be an independent director according to the rules and regulations of the SEC and the NASDAQ Listing Rules, and Ms. Olsen has been determined by the Board to be an “audit committee financial expert” as such term is defined in the rules and regulations of the SEC. The Audit Committee has responsibility for, among other things:
The Audit Committee held four (4) meetings in 2015. The Board has adopted a written charter for the Audit Committee, which is available in the Governance section of our website at www.greenbrickpartners.com.
For additional information regarding the responsibilities of the Audit Committee see “Part Two —(or more frequently, as needed) regarding technological risk exposure and cybersecurity risk management strategy. In addition, our Board also may review and assess cybersecurity risks as part of Directors and Governance — Board’s Role in Risk Oversight” in this proxy statement.
Compensation Committee
The Compensation Committee has responsibilityits responsibilities for among other things:
The Compensation Committee held one (1) meeting in 2015. The Board has adopted a written charter for the Compensation Committee, which is available in the Governance sectionoversight of our website at www.greenbrickpartners.com.
Governancebroad ERM program.
designed to drive our cybersecurity program. Our IT policies, procedures, controls, and risk assessments are based on the Center for Internet Security Cybersecurity Framework. The Governance and Nominating Committee has responsibility for, among other things:
The Governance and Nominating Committee held one (1) meeting in 2015. The Board has adopted a written charter for the Governance and Nominating Committee, which is available in the Governance sectioncore functions of our website at www.greenbrickpartners.com.
Compensation Committee Interlocksframework aim to identify opportunities for improvement and Insider Participation
Nonerisk mitigation. Key elements of our executive officers serve as a memberinformation security management systems include, among others:
Stockholders or other interested parties may communicate with one or more membersproduction systems
Board of Directors (or specific director)
Green Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, TX 75093
Communications addressed to individual Board members will be forwarded by the Corporate Secretary to the individual addressee. Any communications addressed to the Board will be forwarded by the Secretary to the Chairman of the Board.
Stockholder Recommendations for Director Candidatestimely, consistently, and Director Qualifications
Directors are nominated by the Governancecompliantly address cybersecurity threats that may occur despite our safeguards. The response plan includes preparation, detection and Nominating Committee of the Board, or by the entire Board acting as such. Stockholders can suggest qualified candidates for director by giving writtenanalysis, containment and investigation, notification (which may include timely notice to our Secretary at Green Brick Partners, Inc.Board if deemed material or appropriate), 2805 Dallas Parkway, Suite 400, Plano, TX 75093.eradication and recovery, and incident closure and post-incident analysis. We retain a third-party cyber security firm to leverage in the event of a cyber security incident. Our response planning is reviewed annually and kept up to date. The notice should include the name and qualificationsscope of the candidate and any supporting material the stockholder feelsthis plan is appropriate. In considering any candidate proposed by a stockholder, the Governance and Nominating Committee will reach a conclusion based on the Board’s established criteria. The Governance and Nominating Committee may seek additional information regarding the candidate. After full consideration, the stockholder proponent will be notified of the decision of the Governance and Nominating Committee.
Although there are no minimum qualifications for nominees, the charter of the Governance and Nominating Committee requires that the Governance and Nominating Committee select nominees to become directors based on an assessment of the fulfillment of necessary independence requirements for the composition of the Board; the highest ethical standards and integrity; a willingness to act on and be accountable for Board decisions; an ability to provide wise, informed and thoughtful counsel to top management on a range of issues; and individual backgrounds that provide a diverse portfolio of experience and knowledge commensurate with the Company’s needs. Although no formal policy exists, the Governance and Nominating Committee seeks to promote through the nomination process an appropriate diversity of experience, expertise, perspective, age, gender and ethnicity,enterprise-wide and includes such diversity considerations when appropriate in connectionour business units and subsidiaries. We work with potential nominees.
A stockholder who wishes to nominate a person for the election of directors must ensure that the nomination complies with our Bylaw provisions on making stockholder nominations at an annual meeting. For information regarding stockholder proposals for our 2017 annual meeting of stockholders, see the section entitled “Part Four — Other Important Information — Stockholder Proposals for the 2017 Annual Meeting” in this proxy statement.
OtherAdditional Corporate Governance Matters
Corporate Governance Guidelines. Our Board has adopted corporate governance guidelines, in accordance with applicable rules and regulations of the SEC and the NASDAQ Listing Rules, to govern the responsibilities and requirements of the Board. The Guidelines are available in the Governance section of our website at www.greenbrickpartners.com.
Policies
| 22 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
| | 2024 Proxy Statement | | | 23 | |
| Corporate Governance | |
| 24 | | | 2024 Proxy Statement | | | |
| Corporate Governance | |
| | | 2024 Proxy Statement | | | 25 | |
| | Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2)(3) | | | Total ($) | | | |||||||||
| | David Einhorn | | | | | 146,319 | | | | | | — | | | | | | 146,319 | | | |
| | Elizabeth K. Blake(4) | | | | | — | | | | | | 236,246 | | | | | | 236,246 | | | |
| | Harry Brandler(5) | | | | | 110,934 | | | | | | 137,196 | | | | | | 248,130 | | | |
| | Kathleen Olsen(6) | | | | | 107,033 | | | | | | 137,196 | | | | | | 244,229 | | | |
| | Lila Manassa Murphy(7) | | | | | 113,668 | | | | | | 137,136 | | | | | | 250,864 | | | |
| | Richard S. Press(8) | | | | | 135,467 | | | | | | 137,196 | | | | | | 272,663 | | | |
| 26 | | | 2024 Proxy Statement | | | |
| Director Compensation | |
Name | | | Restricted Stock | | |||
Elizabeth K. Blake | | | | | 6,018 | | |
Harry Brandler | | | | | 4,241 | | |
Kathleen Olsen | | | | | 4,241 | | |
Richard S. Press | | | | | 4,241 | | |
Lila Manassa Murphy | | | | | 4,241 | | |
| | | 2024 Proxy Statement | | | 27 | |
The following individuals are nominated as directors for terms expiring at the 2017 annual meetingElection of stockholders: David Einhorn, James R. Brickman, Harry Brandler, Kathleen Olsen, Directors.”
| | Name | | | Age | | | Position | | |
| | James R. Brickman | | | 72 | | | Chief Executive Officer | | |
| | Richard A. Costello | | | 65 | | | Chief Financial Officer | | |
| | Jed Dolson | | | 46 | | | President and Chief Operating Officer | | |
| | Neal Suit | | | 48 | | | Executive Vice President, General Counsel, and Chief Risk and Compliance Officer | | |
David EinhornA. Costello
The Board has nominated Mr. Einhorn because he provides the Board with crucial investment expertise and business experience.
James R. Brickman — Mr. Brickman, age 64, has been one of our directors since October 2014, was the founding manager and advisor of each of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010, and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high rise office buildings, multifamily and condominium homes, single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and CEO of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes, and managed apartments it built. Mr. BrickmanCostello has over 37 years’25 years of financial and operational experience in nearly all phasesaspects of real estate construction, development, and real estate finance property management. He receivedSince 2007, Mr. Costello worked as a B.B.A. and M.B.A. from Southern Methodist University.
The Board has nominated Mr. Brickman becauseprivate investor until he joined Green Brick. Previously, he worked for 16 years at GL Homes of his substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledgeFlorida, one of the Company’s businesslargest private developers and operations.
Harry Brandler — Mr. Brandler, age 44, has been one of our directors since October 2014. Since December 2001, Mr. Brandler has served as the Chief Financial Officer of Greenlight Capital, Inc. Prior to joining Greenlight Capital, Inc., from 2000 to 2001, Mr. Brandlerhomebuilders in Florida. There he served as Chief Financial Officer and Chief Operating Officer as well as in other senior financial management roles. Prior to joining GL Homes, Mr. Costello worked for six years as AVP-Finance of Wheatley Partners,Paragon Group, a venture capital firm, where he oversaw the firm’s back office operationsregional commercial real estate developer, and restructured the firm’s marketing, client relations and technology. From 1996 to 2000,for four years as an auditor for KPMG LLP. Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. BrandlerCostello received a B.S. in Accounting from New Yorkthe University in 1993.of Central Florida and his M.B.A. from Kellogg School of Northwestern University.
The Board has nominated Mr. Brandler because of his substantial knowledge and experience in the areas of finance, accounting and management.
Kathleen Olsen — Ms. Olsen, age 44,Dolson has been one of our directorsPresident and Chief Operating Officer since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen2023, and prior to being promoted served as our Executive Vice President and Chief FinancialOperating Officer since September 2020. He previously served from October 2017 as the President of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. Ms. Olsen is a Certified Public Accountant and a memberTexas Region of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants.
The Board has nominated Ms. Olsen because she has extensive knowledge of accounting and a background in finance which enables her to make valuable and important contributions to the Board.
Richard S. Press — Mr. Press, age 77, has been one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice.Company. Prior to that time, he was Head of Land Acquisition and Development from September 2013. From March 2010 to September 2013, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sits on various committees of the Controlled Risk Insurance Company and the Risk Management Foundation since 2006; has been a board member of Millwall Holdings PLC and Millwall Football Club, London since 2010; and hasDolson served as a managing member of Pecos One LLC, a consulting firm that provided services to JBGL. Prior to joining the Board of Overseers of Beth Israel Deaconess Medical Center (Boston) since 2007. PreviouslyCompany, Mr. Dolson worked for three years at Jones & Boyd Engineering and later he served five years as Director of Development for a board member of the Housing Authority Insurance Group from 2008 to December 2014; and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 – 2013).local private residential developer. Mr. Press earned a B.A. in Economics from Brown University in 1960; and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964.
The Board has nominated Mr. Press because of his extensive background in finance and his public company board and committee experience.
John R. Farris — Mr. Farris, age 43, has been one of our directors since October 2014. Since 2007, Mr. Farris has been the founder and President of Commonwealth Economics, LLC. Prior to forming Commonwealth Economics, LLC, from 2006 to 2007, Mr. Farris served as Secretary of the Finance and Administration Cabinet for the Commonwealth of Kentucky. From 2008 to 2012, Mr. Farris served as an adjunct Professor of Economics and Finance at Centre College in Danville, Kentucky. Mr. Farris previously worked at the Center for Economics Research at the Research Triangle Institute, the World Bank and the International Finance Corporation. He currently sits on the board of directors for Farmers Capital Bank Corporation (NASDAQ: FFKT). Mr. FarrisDolson received a B.S. degree in Civil Engineering from Centre College in 1995Texas A&M University and a M.P.A.M.S. in Civil Engineering from Princeton UniversityStanford University.
The Board has nominated Mr. Farris because he brings to the Board a wealth of knowledge2021 and experience in economics and finance and his experience with other boards.
Elizabeth K. Blake — Ms. Blake, age 64, has been one of our directors since September 2007. Before retiring, Ms. Blake served as SeniorExecutive Vice President, — Advocacy, Government Affairs & General Counsel, and Chief Risk and Compliance Officer since October 2022. Mr. Suit has over 20 years of Habitat For Humanity International Inc. from 2006 to 2014. Ms. Blake servedlegal experience, much of that experience focused on the Board of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake wasreal estate and construction industries. He served as the Executive Vice President, — Corporate Affairs, General Counsel, and Corporate Secretary for US Airways Group, Inc. From April 2002 throughof Legacy Housing Corporation, where he played a key role in Legacy’s successful IPO in December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc.,2018. Prior to going in-house, Mr. Suit worked at various law firms in the Dallas area, including a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio and a partner from 1984 to 1996. From 1977 to 1982, she was withdecade at the law firm of Davis PolkCarrington, Coleman, Sloman & Wardwell in New York. She is past ChairBlumenthal, LLP, where he was a partner and the co-chair of the Ohio Boardfirm’s Real Estate and Construction section. Mr. Suit earned a B.A. degree from Baylor University and J.D. from Harvard Law School.
| 28 | | | 2024 Proxy Statement | | | |
| | Name | | | Position | | |
| | James R. Brickman | | | Chief Executive Officer | | |
| | Richard A. Costello | | | Chief Financial Officer | | |
| | Jed Dolson | | | President and Chief Operating Officer | | |
| | Neal Suit | | | Executive Vice President, General Counsel, and Chief Risk and Compliance Officer | | |
all of our employees with the interests of our stockholders, and especially our executive leadership, are essential to Green Brick’s performance. The Board has nominated Ms. Blake because she providesCompensation Committee believes our management compensation programs contribute to our ability to differentiate our performance from others in the Boardmarketplace and thereby deliver stockholders superior value. Moreover, we believe that Green Brick’s overall executive compensation philosophy and programs are market competitive, performance-based and stockholder aligned. The three principles of our compensation philosophy are as follows:
| | Principles | | | Implementation | | |
| | Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives | | | The Compensation Committee seeks to establish target total direct compensation (salary plus annual incentive), providing our executives the opportunity to be competitively rewarded for our financial and operational growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility. | | |
| | Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation | | | We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, and operational performance, as well as individual performance. Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation is in the form of performance-based compensation. | | |
| | Compensation programs should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value | | | By awarding a portion of each year’s annual incentive payout in the form of stock, we encourage executives to focus on our long-term growth and prospects. This incentivizes our executives to manage our company from the perspective of owners with a meaningful stake and encourages them to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risk, a risk also borne by our stockholders. | | |
| | | 2024 Proxy Statement | | | 29 | |
| Compensation Discussion and Analysis | |
The Board unanimously recommendsteam, which is vital to the success of our business.
| | 2023 Metric | | | Why It Contributes to Alignment with Stockholder Value | | |
| | Homebuilding Gross Margin | | | Homebuilding Gross Margin is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | |
| | Home Closings Revenue Growth | | | Revenue Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | |
| | Return on Assets | | | Return on Assets is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | |
| | Earnings Per Share (EPS) | | | EPS is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | |
| | Total Shareholder Return (TSR) | | | TSR is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers. | | |
30 | | | 2024 Proxy Statement | | | |
| Compensation Discussion and Analysis | |
| | | |
PROPOSAL 2:ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | | 2024 Proxy Statement | | | 31 | |
| Compensation Discussion and Analysis | |
| | Name | | | 2023 Base Salary | | | |||
| | James R. Brickman | | | | $ | 1,500,000 | | | |
| | Richard A. Costello | | | | $ | 450,000 | | | |
| | Jed Dolson(1) | | | | $ | 638,333 | | | |
| | Neal Suit | | | | $ | 300,000 | | | |
| 32 | | | 2024 Proxy Statement | | | |
| Compensation Discussion and Analysis | |
| | Name | | | 2023 Bonus Opportunity | | | |||
| | James R. Brickman | | | | $ | 3,300,000 | | | |
| | Richard A. Costello | | | | $ | 550,000 | | | |
| | Jed Dolson | | | | $ | 1,800,000 | | | |
| | Neal Suit | | | | $ | 450,000 | | | |
| | | 2024 Proxy Statement | | | 33 | |
| Compensation Discussion and Analysis | |
| 34 | | | 2024 Proxy Statement | | | |
| Compensation Discussion and Analysis | |
| | Builder | | | | Homebuilding Gross Margin % | | | | Home Closings Revenue Growth % | | | | Return on Assets (Annualized) | | | |||||||||
| | Green Brick Partners | | | | | | 30.9% | | | | | | | 4.2% | | | | | | | 15.8% | | | |
| | Beazer Homes | | | | | | 20.1% | | | | | | | -7.2% | | | | | | | 6.8% | | | |
| | Century Communities | | | | | | 21.2% | | | | | | | -18.0% | | | | | | | 6.6% | | | |
| | M/I Homes | | | | | | 23.5% | | | | | | | -2.4% | | | | | | | 12.0% | | | |
| | Hovnanian | | | | | | 19.7% | | | | | | | -7.4% | | | | | | | 7.7% | | | |
| | Tri Pointe Homes | | | | | | 22.3% | | | | | | | -14.9% | | | | | | | 7.1% | | | |
| | Lennar | | | | | | 23.3% | | | | | | | 2.1% | | | | | | | 10.2% | | | |
| | Toll Brothers, Inc. | | | | | | 26.9% | | | | | | | 1.6% | | | | | | | 11.1% | | | |
| | PulteGroup, Inc. | | | | | | 29.3% | | | | | | | 0.3% | | | | | | | 16.9% | | | |
| | | | | | Earnings Per Share ($) | | | | Earned % | | | |||
| | Maximum | | | | | $ | 4.00 | | | | | 200% | | |
| | Target | | | | | $ | 3.52 | | | | | 100% | | |
| | Threshold | | | | | $ | 3.00 | | | | | 50% | | |
| | ACTUAL | | | | | $ | 6.14 | | | | | | | |
| | | 2024 Proxy Statement | | | 35 | |
| Compensation Discussion and Analysis | |
| | TSR Peer Group | | | ||||||
| | Beazer Homes | | | Hovnanian | | | Toll Brothers, Inc. | | |
| | Century Communities | | | Tri Pointe Homes | | | PulteGroup, Inc. | | |
| | M/I Homes | | | Lennar | | | S&P 500 | | |
| | Metric | | | Weight | | | 2023 Results | | | Earned % | | |
| | TSR Trailing One-Year | | | 6.67% | | | 89 Percent | | | 200% | | |
| | TSR Trailing Three-Year | | | 6.67% | | | 56 Percent | | | 130% | | |
| | TSR Trailing Five-Year | | | 6.67% | | | 56 Percent | | | 130% | | |
| 36 | | | 2024 Proxy Statement | | | |
| Compensation Discussion and Analysis | |
| | NEO | | | Key Performance Highlights | | |
| | James R. Brickman Chief Executive Officer | | | • Decreased our debt to total capital ratio, effectively managing our financial risk • Oversaw plans for expansion; effectively managed relationships with key personnel at our controlled builders • Continued to build management bench | | |
| | Richard A. Costello Chief Financial Officer | | | • Successfully renegotiated credit facility and notes to provide additional flexibility for ancillary activities • Expanded relationships with sell-side analysts and increased presence at industry conferences • Continued roll-out of forecasting software | | |
| | Jed Dolson President and Chief Operating Officer | | | • Developed and led expansion of Trophy division into Austin • Supervised successful land acquisition strategy to position the Trophy division for expansion into Houston • Managed and established positive relationships between our NEOs and other employees and built a positive work environment. • Recruited and developed highly skilled members of senior management. | | |
| | Neal Suit Executive Vice President, General Counsel and Chief Risk and Compliance Officer | | | • Expanded risk management strategy and successfully managed litigation profile • Expanded captive insurance program, resulting in expense reductions for builders • Effectively collaborated with outside counsel, management and the Board to improve our corporate governance and legal and regulatory compliance. | | |
| | | 2024 Proxy Statement | | | 37 | |
| Compensation Discussion and Analysis | |
| | | | | Annual Incentive Bonus | | | |||||||||||||||
| | | | | Cash($) | | | Stock($) | | | Total($) | | | |||||||||
| | James R. Brickman | | | | | 3,146,000 | | | | | | 3,146,000 | | | | | | 6,292,000 | | | |
| | Richard A. Costello | | | | | 499,333 | | | | | | 499,333 | | | | | | 998,666 | | | |
| | Jed Dolson | | | | | 1,716,000 | | | | | | 1,716,000 | | | | | | 3,432,000 | | | |
| | Neal Suit | | | | | 450,000 | | | | | | 450,000 | | | | | | 900,000 | | | |
| 38 | | | 2024 Proxy Statement | | | |
| | | 2024 Proxy Statement | | | 39 | |
| | Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(2)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | | | |||||||||||||||||||||
| | James R. Brickman, Chief Executive Officer | | | | | 2023 | | | | | | 1,500,000 | | | | | | — | | | | | | 3,100,497 | | | | | | 3,146,000 | | | | | | 13,380 | | | | | | 7,759,877 | | | |
| | | 2022 | | | | | | 1,500,000 | | | | | | — | | | | | | 1,349,988 | | | | | | 3,100,500 | | | | | | 10,350 | | | | | | 5,960,838 | | | | ||||
| | | 2021 | | | | | | 1,500,000 | | | | | | 1,000,000 | | | | | | 1,225,000 | | | | | | 1,350,000 | | | | | | 12,182 | | | | | | 5,087,182 | | | | ||||
| | Richard A. Costello, Chief Financial Officer | | | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 439,000 | | | | | | 499,333 | | | | | | 12,750 | | | | | | 1,401,083 | | | |
| | | 2022 | | | | | | 450,000 | | | | | | — | | | | | | 399,998 | | | | | | 439,000 | | | | | | 5,178 | | | | | | 1,294,176 | | | | ||||
| | | 2021 | | | | | | 447,900 | | | | | | 125,000 | | | | | | 262,500 | | | | | | 275,000 | | | | | | 8,700 | | | | | | 1,119,100 | | | | ||||
| | Jed Dolson, President, Chief Operating Officer | | | | | 2023 | | | | | | 638,333(1) | | | | | | — | | | | | | 1,558,468 | | | | | | 1,716,000 | | | | | | 17,355 | | | | | | 3,930,156 | | | |
| | | 2022 | | | | | | 600,000 | | | | | | — | | | | | | 1,152,997 | | | | | | 1,558,500 | | | | | | 20,550 | | | | | | 3,332,047 | | | | ||||
| | | 2021 | | | | | | 600,000 | | | | | | 400,000 | | | | | | 736,150 | | | | | | 753,000 | | | | | | 21,094 | | | | | | 2,510,244 | | | | ||||
| | Neal Suit, EVP, General Counsel | | | | | 2023 | | | | | | 300,000 | | | | | | — | | | | | | 344,954 | | | | | | 450,000 | | | | | | 13,214 | | | | | | 1,108,168 | | | |
| | | 2022 | | | | | | 279,166 | | | | | | 37,500 | | | | | | 20,013 | | | | | | 167,500 | | | | | | 8,925 | | | | | | 513,104 | | | |
| | | Annual Incentive Bonus | | | Total ($) | | ||||||||||||
| | | Cash ($) | | | Stock ($) | | | | | | | | ||||||
James R. Brickman | | | | | 3,146,000 | | | | | | 3,146,000 | | | | | | 6,292,000 | | |
Richard A. Costello | | | | | 499,333 | | | | | | 499,333 | | | | | | 998,666 | | |
Jed Dolson | | | | | 1,716,000 | | | | | | 1,716,000 | | | | | | 3,432,000 | | |
Neal Suit | | | | | 450,000 | | | | | | 450,000 | | | | | | 900,000 | | |
| 40 | | | 2024 Proxy Statement | | | |
| Executive Compensation | |
| | | | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All other stock awards: Number of shares of stock (#)(2) | | | Grant date fair value of stock awards(2) | | | ||||||||||||||||||||||||
| | | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||||||||||||||||||
| | James R. Brickman | | | | | 03/27/2023 | | | | | $ | 1,650,000 | | | | | $ | 3,300,000 | | | | | $ | 6,600,000 | | | | | | — | | | | | | — | | | |
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 93,926 | | | | | $ | 3,100,497 | | | | ||||
| | Richard A. Costello | | | | | 03/27/2023 | | | | | $ | 275,000 | | | | | $ | 550,000 | | | | | $ | 1,100,000 | | | | | | — | | | | | | — | | | |
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 13,299 | | | | | $ | 439,000 | | | | ||||
| | Jed Dolson | | | | | 03/27/2023 | | | | | $ | 900,000 | | | | | $ | 1,800,000 | | | | | $ | 3,600,000 | | | | | | — | | | | | | — | | | |
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 47,212 | | | | | $ | 1,558,468 | | | | ||||
| | Neal Suit | | | | | 03/27/2023 | | | | | $ | 225,000 | | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | | — | | | | | | — | | | |
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 6,210 | | | | | $ | 204,992 | | | | ||||
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 1,211(3) | | | | | $ | 39,975 | | | | ||||
| | | 03/06/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,029(3) | | | | | $ | 99,987 | | | |
| | | 2024 Proxy Statement | | | 41 | |
| Executive Compensation | |
| | | | | Option Awards | | | Stock Awards | | | ||||||||||||||||||||||||||||||
| | Named Executive Officers | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Option Exercise Price ($/Share) | | | Option Expiration Date | | | Award Type | | | Unearned Shares, Units or Other Rights that have not vested (#) | | | Market Value of Shares or Units of Stock that have not Vested ($)(2) | | | ||||||||||||||||||
| | James R. Brickman | | | | | 500,000(1) | | | | | $ | 7.4861 | | | | | | 10/27/24 | | | | | | — | | | | | | | | | | | | | | | |
| | Richard A. Costello | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | |
| | Jed Dolson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | |
| | Neal Suit | | | | | — | | | | | | — | | | | | | — | | | | | | RSA | | | | | | 1,211 | | | | | | 62,899 | | | |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | RSA | | | | | | 3,029 | | | | | | 157,326 | | | |
| 42 | | | 2024 Proxy Statement | | | |
| Executive Compensation | |
| | | | | James R. Brickman | | | Richard A. Costello | | | Jed Dolson | | | Neal Suit | | |
| | Termination by the Company without Cause/Resignation by Executive for Good Reason | | | • A cash severance payment equal to $9,600,000, calculated as two times (2x) the sum of (i) base salary ($1,500,000) plus (ii) target bonus for year of termination ($3,300,000). | | | • A cash severance payment equal to $1,100,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($550,000). | | | • A cash severance payment equal to $5,875,500, calculated as one and one-half times (1.5x) the sum (i) base salary ($800,000) plus (ii) bonus in respect of prior year ($3,117,000). | | | • A cash severance payment equal to $1,125,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($300,000) plus (ii) target bonus for year of termination ($450,000). | | |
| | Termination by the Company without Cause/Resignation by Executive for Good Reason following a Change in Control | | | • A cash severance payment equal to $14,400,000, calculated as three times (3x) the sum (i) base salary ($1,500,000) plus (ii) target bonus for year of termination ($3,300,000). | | | A cash severance payment equal to $1,350,000, calculated as the sum of (i) base salary ($550,000) plus (ii) target bonus for year of termination ($550,000), plus (iii) $250,000. | | | Same as above | | | Same as above | | |
| | | 2024 Proxy Statement | | | 43 | |
| Executive Compensation | |
| 44 | | | 2024 Proxy Statement | | | |
“RESOLVED, that the stockholdersThe resulting ratio of the Company approve, on an advisory basis,annual total compensation of our CEO to the annual total compensation of the Company’s namedmedian employee was 69 to 1.
| | | 2024 Proxy Statement | | | 45 | |
| | 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 | | | |
Stockholders are encouragedearned by or paid to carefully reviewour 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 which discussesand 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 | | | |
| 46 | | | 2024 Proxy Statement | | | |
| Pay Versus Performance | |
| | 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 | | | |
| | | 2024 Proxy Statement | | | 47 | |
| Pay Versus Performance | |
While the vote on executive compensation is non-binding and solely advisory in nature, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.
The Board unanimously recommends to the stockholders that they vote “FOR” this Proposal 2.
| 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. | | |
| 48 | | | 2024 Proxy Statement | | | |
CONTENTSINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016
| PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT | |
| The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm, or “independent auditor,” qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm. The Audit Committee has selected RSM US LLP to serve as our independent auditor for 2024. RSM has served as our independent registered public accounting firm since August 2016. | |
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS GREEN BRICK’S INDEPENDENT PUBLIC ACCOUNTANT | |
| | | 2024 Proxy Statement | | | 49 | |
| Proposal No. 2 – Ratification of Independent Public Accountant | |
and Services of RSM US LLP
2015 | 2014 | |||||||
Audit fees (1) | $ | 753,023 | $ | 1,041,781 | ||||
Audit-related fees | $ | — | $ | — | ||||
Tax fees (2) | $ | — | $ | 134,500 | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 753,023 | $ | 1,176,281 |
___________
| | Services Provided | | | 2023 | | | 2022 | | | ||||||
| | Audit Fees(1) | | | | $ | 876,928 | | | | | $ | 790,400 | | | |
| | Audit-Related Fees(2) | | | | | 49,400 | | | | | | — | | | |
| | Tax Fees | | | | | — | | | | | | — | | | |
| | All Other Fees(3) | | | | | 19,703 | | | | | | 13,874 | | | |
| | Total | | | | $ | 946,031 | | | | | $ | 804,274 | | | |
sets the compensation of and (iii) oversees the performance of the independent registered public accounting firm. The Audit Committee pre-approves all audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm, including the fees and terms for those services. The Audit Committee has adopted a policy and procedures governing the pre-approval process for audit, audit-related and permitted non-audit services. The Audit Committee pre-approves audit and audit-related services in accordance with its review and approval of the engagement letter and annual service plan with the independent registered public accounting firm. TaxAny tax consultation and complianceor other consulting services proposed to be provided by RSM are considered for approval by the Audit Committee on a project-by-project basis. Non-audit and other services provided by the independent registered public accounting firm will be considered by the Audit Committee for pre-approval based on business purpose, reasonableness of estimated fees and the potential impact on the firm’s independence.
The Board unanimously recommends to the stockholders that they vote “FOR” this Proposal 3.
The Audit Committee ofhas delegated its pre-approval authority to the Board was comprised of the following non-employee directors at the end of 2015: Kathleen Olsen (Chair), John R. Farris and Richard S. Press. All of the membersChair of the Audit Committee are independent withinto approve audit or permitted non-audit services for which estimated fees do not exceed $50,000. During 2023, all fees were preapproved by the meaning of the NASDAQ listing standards and the applicable SEC regulations. In addition, the Board has determined that all membersAudit Committee.
| 50 | | | 2024 Proxy Statement | | | |
Management is responsible for Green Brick’s internal controls and the financial reporting process. Green Brick’s independent registeredcertified public accounting firm is responsible for performing an independent audit of Green Brick’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report on Green Brick’s consolidated financial statements. The Audit Committee’s responsibility is to monitor and oversee these processes.
The Audit Committee reviewed Green Brick’s audited financial statements for fiscal 2015 and met and held discussions with management and the independent registered public accounting firm, Grant Thornton. Management represented to the Audit Committee, and Grant Thornton concurred, that Green Brick’s consolidated financial statements for the 2023 fiscal 2015 were prepared in accordance with accounting principles generally accepted in the United States of America, and theyear. The Audit Committee discussedhas also performed the consolidated financial statements with Grant Thornton.other reviews and duties set forth in its charter. The Audit Committee discussed with Grant Thorntonthe independent registered certified public accounting firm the matters required to be discussed by Auditing Standard No. 16, which superseded Auditing Standards No. 61, as amended (American Institute of Certified Public Accountants, Professional Standards, Volume 1, AU section 380),1301, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T.
Grant Thornton also provided toPCAOB.
Based uponfirm their independence from us and our management.
| | | 2024 Proxy Statement | | | 51 | |
| PROPOSAL NO. 3 APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN | |
|
| |
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN | |
52 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
(Share amounts in thousands) | | | 2023 | | | 2022 | | | 2021 | | | | | |||||||||
Stock/RSA Awards Granted | | | | | 183 | | | | | | 157 | | | | | | 139 | | | | | |
PBRSAs Granted | | | | | — | | | | | | 31 | | | | | | 14 | | | | | |
PBRSUs Granted | | | | | 34 | | | | | | — | | | | | | — | | | | | |
Weighted average common stock outstanding during fiscal year | | | | | 45,446 | | | | | | 47,648 | | | | | | 50,700 | | | | 3-year avg. | |
Burn Rate | | | | | 0.5% | | | | | | 0.4% | | | | | | 0.3% | | | | 0.4% | |
| | | 2024 Proxy Statement | | | 53 | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| | | Assuming Approval of the 2024 Plan | | |||
Restricted Stock Awards Outstanding | | | | | 24,634 | | |
Performance Based Restricted Stock Awards(1) | | | | | 24,069 | | |
Performance Based Restricted Stock Units Outstanding (at maximum) | | | | | 66,218 | | |
Stock Options Outstanding(2) | | | | | 500,000 | | |
Total Equity Awards Outstanding | | | | | 614,921 | | |
Common Stock Outstanding | | | | | 45,025,151 | | |
Dilution(3) | | | | | 1.4% | | |
Shares available for grant under the 2014 Plan (will carryover to 2024 Plan) | | | | | 863,554 | | |
Shares available for future grant under the 2024 Plan (not including carryover shares) | | | | | 2,750,000 | | |
Overhang, as a percentage of Common Stock outstanding(4) | | | | | 9.4% | | |
| 54 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| | | 2024 Proxy Statement | | | 55 | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| Term | | | | Description | |
| Plan Term | | | | If approved by our shareholders at the Annual Meeting, the 2024 Plan will expire on June 11, 2034. However, the 2024 Plan may be terminated earlier by the Board. | |
| Eligibility for Grants | | | | Persons eligible to receive awards under the 2024 Plan include officers or employees of Green Brick or any of our subsidiaries or affiliates, directors of Green Brick or one of its subsidiaries, and certain consultants and advisors to Green Brick or any of our subsidiaries or affiliates. The Compensation Committee may select such eligible individuals to participate in the 2024 Plan. As of March 31, 2024, there were approximately 604 employees (including all of our named executive officers), 6 non-employee directors and zero consultants and advisors eligible to receive awards under the 2024 Plan. | |
| Awards Available | | | | The 2024 Plan authorizes awards in stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and other forms of awards granted or denominated in our Common Stock or units of our Common Stock, as well as performance-based awards, which may be denominated in cash or stock. The 2024 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be paid or settled in cash. Options. A stock option is the right to purchase shares of our Common Stock at a future date at a specified price per share, or the exercise price. The per share exercise price of an option generally may not be less than the fair market value of a share of our Common Stock on the date of grant. On March 31, 2024, the fair market value of the Common Stock based on the last sale price for the day was $60.23. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a non-qualified stock option. Incentive stock option benefits are taxed differently from non-qualified stock options, as described under “U.S. Federal Income Tax Consequences of Stock Options” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code (the “Code”) and the 2024 Plan. Incentive stock options may only be granted to employees of Green Brick or one of our subsidiaries. | |
| 56 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| Term | | | | Description | |
| | | | | Stock Appreciation Rights. A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of our Common Stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will be established by the Compensation Committee at the time of grant of the stock appreciation right and generally cannot be less than the fair market value of a share of our Common Stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant. Restricted Stock. Shares of restricted stock are shares of our Common Stock that are subject to certain restrictions on sale, pledge, or other transfer by the recipient during a particular period of time (the “restricted period”). Subject to the restrictions provided in the applicable award agreement and the 2024 Plan, a participant receiving restricted stock may have all of the rights of a shareholder as to such shares, including the right to receive dividends. Restricted Stock Units. A restricted stock unit, or RSU, represents the right to receive one share of our Common Stock on a specific future vesting or payment date. Subject to the restrictions provided in the applicable award agreement and the 2024 Plan, a participant receiving RSUs has no shareholder rights until shares of Common Stock are issued to the participant. RSUs may be granted with dividend equivalent rights. Performance Awards. The 2024 Plan has been designed to permit the Compensation Committee to grant performance-based awards that are earned subject to the achievement of set performance goals or criteria. A performance award may consist of a right that is (1) denominated in cash or shares (including but not limited to restricted stock or restricted stock units), (2) valued, as determined by the Compensation Committee, in accordance with the achievement of one or more performance criteria as the Compensation Committee will establish, which criteria may be based on financial or operational performance and/or performance evaluations, and (3) payable at such time and in such form as the Compensation Committee will determine. Other Stock Based Awards. The other types of awards that may be granted under the 2024 Plan include, without limitation, awards of shares of Common Stock, phantom stock and other awards that are valued in whole or in part by reference to, or otherwise based on, Common Stock. Such awards may be made alone or in addition to or in connection with any option, restricted stock unit or any other award granted under the 2024 Plan. The Compensation Committee may determine the terms and conditions of any such award. | |
2024 Proxy Statement 57
OTHER IMPORTANT INFORMATION
SECURITY OWNERSHIPTABLE OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CONTENTS
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| Term | | | | Description | |
| Shares Authorized | | | | The number of shares of our Common Stock that will be available for issuance under the 2024 Plan will be equal to the sum of (a) 2,750,000 shares of Common Stock plus (b) any shares of Common Stock remaining available for future awards under the 2014 Plan on the date the 2024 Plan is approved by the Company’s shareholders (of which there were 863,554 shares of Common Stock remaining available for future awards under the 2014 Plan as of March 31, 2024) plus (c) any shares of Common Stock with respect to awards that were granted under the 2014 Plan that are forfeited or canceled after the 2024 Plan is approved by the Company’s shareholders. These shares may be either shares reacquired by Green Brick, including shares purchased in the open market, or authorized but unissued shares. Authorized shares are counted and subject to adjustments, as described below. | |
| Share Counting Method | | | | • The shares underlying all awards under the 2024 Plan count against the number of shares authorized on a one-for-one basis. • The following shares shall not be added to the number of shares authorized with respect to awards under the 2024 Plan or prior awards under the 2014 Plan: shares tendered to or withheld in payment of the exercise price of an option; shares tendered or withheld to satisfy tax withholding obligations; shares subject to stock appreciation rights that are not issued in connection with its stock settlement on exercise thereof; and shares repurchased by Green Brick on the open market using the proceeds of an award paid to Green Brick. • All shares covered by a stock-settled stock appreciation right are counted against the number of shares authorized, not just the net shares issued upon exercise. • Shares subject to an award under the 2024 Plan or a prior award under the 2014 Plan that is forfeited or otherwise expires or is terminated without the delivery of shares, and shares not issued under an award that is settled in cash, may be used for further awards under the 2024 Plan on a one-for-one basis. | |
| Repricing Prohibited | | | | Unless approved by our shareholders or otherwise specifically provided under the 2024 Plan, Green Brick may not, with respect to any outstanding option or stock appreciation right granted, take any of the following actions: • amend the option or stock appreciation right to lower the exercise price per share; • cancel the option or stock appreciation right and re-grant a substituted award having a lower exercise price per share; • conduct a cash buyout of any options or stock appreciation rights that have exercise prices per share above the then-current fair market value (i.e., underwater); • replace an underwater option or stock appreciation right with another award; or • take any other action that constitutes “repricing” under GAAP. | |
| 58 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| Term | | | | Description | |
| Special Provisions for Options | | | | | |
| Exercise Price | | | | Not less than 100% fair market value of a share of Common Stock on grant date (other than in the case of substitute awards). To the extent provided in the applicable award agreement, the exercise price may be paid (1) in cash, (2) with shares owned by the participant, (3) through a cashless exercise or net settlement procedure or (4) with such other consideration permitted by law. The fair market value is closing price of our Common Stock as reported on the New York Stock Exchange on the trading day immediately preceding the grant date. | |
| Vesting and Exercise Periods | | | | As determined by the Compensation Committee. However, the term of options generally may not exceed ten years, except at the discretion of the Compensation Committee for a limited period (not more than 30 days) following the lifting of a black-out period. | |
| Limits on Incentive Stock Options (ISOs) | | | | The maximum number of shares of Common Stock that may be granted in the form of ISOs is 2,000,000 shares. In general, ISOs must satisfy requirements prescribed by the Code to qualify for special tax treatment. Therefore, among other requirements: • No employee may receive a grant of ISOs for Common Stock that would have an aggregate fair market value in excess of $100,000, determined when the ISO is granted, that would be exercisable for the first time during any calendar year. • If any grant is made in excess of the limits provided in the Code, the portion of such Option which is in excess of the $100,000 limitation, and any Options issued subsequently in the same calendar year, shall be treated as a Non-qualified Stock Option. | |
| Dividends/Dividend Equivalents | | | | Dividends and dividend equivalents may not be paid on options. | |
| Special Provisions for Stock Appreciation Rights (SARs) | | | | Upon exercise of a SAR, the holder of the SAR will receive an amount equal to the excess, if any, of the fair market value of the shares on the date designated by the holder, over the exercise price (in the case of a SAR granted in tandem with an option) or the fair market value of the shares on the grant date (in the case of a standalone SAR) multiplied by the number of shares covered by the grant of the SAR. | |
| Dividends and Dividend Equivalents | | | | Dividends and dividend equivalents may not be paid on SARs. | |
| Vesting and Exercise Periods | | | | As determined by the Compensation Committee. However, the term of SARs generally may not exceed ten years, except at the discretion of the Compensation Committee for a limited period (not more than 30 days) following the lifting of a black-out period. | |
| | | 2024 Proxy Statement | | | 59 | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| Term | | | | Description | |
| Special Provisions for Restricted Stock Awards and Restricted Stock Unit Awards | | | | | |
| Vesting and Exercise Periods | | | | The Compensation Committee will establish an issue date and a vesting date. The Compensation Committee may impose restrictions or conditions to the vesting of restricted stock as it deems appropriate. | |
| Dividends and Dividend Equivalents | | | | The Compensation Committee may provide that restricted stock unit awards accrue dividend equivalents, with payment in each case subject to the vesting of the underlying awards. Notwithstanding any other provision of the 2024 Plan to the contrary, with respect to any restricted stock award or restricted stock unit award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that such restricted stock award or restricted stock unit award is outstanding, such dividends or dividend equivalents shall not be paid to a participant unless and until the restricted stock award or restricted stock unit award to which they relate has vested. | |
| Special Provisions for Performance Awards | | | | | |
| Performance Goals | | | | The Compensation Committee will establish performance goals or criteria for performance awards, which may be based on Green Brick’s financial or operational performance and/or personal performance evaluations of the participant. The Compensation Committee has the discretion to provide for the manner in which performance will be measured against the performance criteria. | |
| Performance Share Award Payouts | | | | The Compensation Committee will establish the method of calculating the amount of payment to be made under a performance award if performance goals are met, including any maximum payment. After the completion of an award performance period, the relevant performance will be measured against the performance goals or criteria, and the Compensation Committee will determine whether all, none or a portion of the performance award is paid. The Compensation Committee may elect to make payment in shares, cash or a combination of cash and shares. | |
| Dividends/Dividend Equivalents | | | | The Compensation Committee may at the time of the award provide for dividend or dividend equivalent rights on performance awards, provided that the actual payment of such dividends or dividend equivalents shall be conditioned upon the performance goals underlying the performance award being met. In no event will dividends or dividend equivalents be paid on unearned performance awards. | |
| 60 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| | | 2024 Proxy Statement | | | 61 | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| 62 | | | 2024 Proxy Statement | | | |
| Proposal No. 3 – Approval of the 2024 Omnibus Incentive Plan | |
| | | Equity Compensation Plan Information As of December 31, 2023 | | |||||||||||||||
| | | (in thousands, except exercise price) | | |||||||||||||||
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in first column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | | | | | | | | | | | | | | | |
2014 Plan | | | | | 591,971(1) | | | | | $ | 7.49 | | | | | | 442,485 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | | | | | | | — | | |
Total | | | | | 591,971 | | | | | $ | 7.49 | | | | | | 442,485 | | |
| | | 2024 Proxy Statement | | | 63 | |
April 19, 2024, by (i) each person | ||
Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the securities. Unless otherwise indicated and subjectus to applicable community property laws, to the Company’s knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person’s spouse.
Unless otherwise indicated, the address for all beneficial owners is c/o Green Brick Partners, Inc., 2805 Dallas Parkway, Suite 400, Plano, TX 75093. At the closebeneficially own more than 5% of business on March 30, 2016, there were 48,833,323 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote. The percentage of voting sharesour outstanding was determined based on 48,833,323 shares outstanding on March 30, 2016.
Beneficial Owner | Number of Shares of Common Stock | Total Number of Shares Beneficially Owned | Percentage of Common Stock Outstanding | |||||||||
Greenlight Capital, Inc. and its affiliates (1) 2 Grand Central Tower 140 East 45th Street, 24th floor | 24,127,590 | 24,127,590 |
49.4 |
% | ||||||||
Third Point Funds and its affiliates (2) 390 Park Avenue, 18th floor New York, NY 10022 | 8,182,965 | 8,182,965 | 16.8 | % | ||||||||
James R. Brickman | 1,479,506 | 1,666,442 | 3.4 | % | ||||||||
Richard A. Costello | — | — | — | |||||||||
Jed Dolson | 25,584 | 25,584 | * | |||||||||
David Einhorn (3) | 8,922 | 8,922 | * | |||||||||
Harry Brandler | — | — | — | |||||||||
Kathleen Olsen | 17,727 | 17,727 | * | |||||||||
Richard S. Press | 15,727 | 15,727 | * | |||||||||
John R. Farris | 25,727 | 25,727 | * | |||||||||
Elizabeth K. Blake | 42,592 | 42,592 | * | |||||||||
All Directors and Executive Officers as a group, 9 persons (4) | 25,734,453 | 25,921,389 | 53. | 1% |
EXECUTIVE COMPENSATION INFORMATION
Compensation Discussion and Analysis
Overview
This Compensation Discussion and Analysis describes the policies and objectives underlying the Company’s compensation program for its named executive officers who are identified in the table below (collectively, the “NEOs”), during 2015. This section also presents a series of tables containing specific information about the compensation awarded to, earned by or paid to the Company’s NEOs.
For the year ended December 31, 2015, the Company’s NEOs were:
Mr. Brickman is an NEO based on his position as the Company’s Chief Executive Officer and Mr. Costello is an NEO based on his position as the Company’s Chief Financial Officer. Mr. Dolson is an NEO by reason of being the Company’s most highly compensated executive officer other than its Chief Executive Officer and Chief Financial Officer who was serving as an executive officer as of December 31, 2015. Mr. Corley is included as an NEO based on the amount of compensation received during 2015, which would have made him one of the Company’s most highly compensated executive officers but for the fact that he was not employed with the Company as of December 31, 2015.
Effective October 31, 2014, Mr. Corley was appointed as Chief Financial Officer of the Company on an interim basis. Mr. Corley served in such interim position until April 2, 2015, on which date Richard A. Costello was appointed as Chief Financial Officer of the Company.
As of October 26, 2015, Mr. Corley ceased being the Chief Operating Officer of JBGL Builder Finance LLC and its subsidiaries pursuant to Section 3(b) of his employment agreement with the Company. Effective December 10, 2015, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”), dated as of December 2, 2015, with Mr. Corley, in connection with Mr. Corley’s departure. As consideration for entering into the Settlement Agreement (which contains a release of any and all claims against the Company and certain related parties), Mr. Corley is entitled to a payment of $312,500. Two $312,500 payments relating to 2016 and 2017 potentially owed under Mr. Corley’s employment agreement as well as any obligations of the Company for any other compensation and severance payments were terminated and released. Under the Settlement Agreement, Mr. Corley has agreed to certain non-solicitation and confidentiality restrictive covenants.
“Say on Pay” Vote
At our 2015 annual meeting of stockholders held on May 28, 2015, our stockholders were asked to consider and vote on a resolution approving the compensation of our NEOs on an advisory basis, commonly referred to as “say on pay.” A substantial majority of our stockholders approved the compensation of our NEOs, with approximately 99.96% of the votes cast in favor of that say on pay resolution. While we are pleased with our strong stockholder support, we will continue to actively evaluate our executive compensation program.
Executive Summary
The Company believes that its success in achieving strategic objectives will depend in large part on its ability to attract and retain exceptional executive talent and to align the interests of all executives with investor success. The Company has established an approach to executive remuneration that it believes will help achieve these objectives.
In determining aggregate compensation levels for the NEOs, the Company uses the following approach:
In connection with the consummation of the Transaction, each of Messrs. Brickman, Corley and Dolson entered into an employment agreement with the Company, as further described below. Each of these NEO’s employment agreement sets forth the primary components of his compensation.
In connection with Richard A. Costello’s commencement of employment with the Company effective January 15, 2015, Mr. Costello entered into an employment agreement with the Company, as further described below.
Executive Compensation Philosophy and Objectives
The intent of the Company’s executive compensation philosophy is to ensure that the total compensation paid to its executive officers, including the Company’s NEOs, is fair, reasonable and competitive.
The philosophy behind the Company’s executive compensation program has been to:
Compensation for the Company’s NEOs has been designed to provide rewards commensurate with each of the Company’s NEO’s contribution. The Company’s executive compensation strategy has been designed to:
Role of Executive Officers in Compensation Decisions
Historically, as a private company, JBGL’s executive compensation program had been administered by its Chief Executive Officer, who also served as JBGL’s sole manager. In connection with the consummation of the Transaction and the integration of JBGL with the Company, the Compensation Committee became responsible for reviewing and approving executive salaries, incentive arrangements, and goals and objectives relevant to the performance of the Company’s NEOs. Furthermore, the Compensation Committee is also responsible for overseeing all other aspects of executive compensation including executive benefits and perquisites, post-employment benefits and employment agreements. In addition, no less than annually, the Compensation Committee appraises the performance of the Company’s NEOs in light of these goals and objectives and set compensation levels based on this evaluation.
The Company’s Chief Executive Officer provides recommendations to the Compensation Committee regarding the compensation for the Company’s NEOs other than the Chief Executive Officer. However, the Compensation Committee has final approval over all compensation decisions for all NEOs. The Chief Executive Officer is not permitted to attend the portion of any meetings of the Compensation Committee at which the Chief Executive Officer’s performance or compensation is discussed, unless specifically invited by the Compensation Committee.
Use of Consultants
To date, the Company has not retained or otherwise used the services of a compensation consultant. The Compensation Committee may engage a compensation consultant in the future as it deems appropriate and necessary.
Elements of the Company’s Executive Compensation Program
The primary elements of the Company’s executive compensation program for the current NEOs for the year ended December 31, 2015 were:
Further specifics with regard to each element of compensation are discussed in the sections below.
Base Salary
During 2015, the Company paid the NEOs a base salary as fixed compensation for their time, efforts and commitments throughout the year. Base salary ranges for these NEOs were determined for each executive based on position and scope of responsibility. Salary levels are typically reviewed annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. The Company considered, among other performance standards, the NEO’s contributions in assisting the Company in meeting its financial targets, improving operational efficiencies, creating and executing a clear strategy, and leading and overseeing significant company driven projects.
The 2015 base salary for each of the Company’s current NEOs, as set forth in the NEOs’ employment agreements, are shown in the table below:
| ||
On March 3, 2016, the Compensation Committee approved an increase of Mr. Costello’s base salary from $300,000 to $400,000 and Mr. Dolson’s base salary from $300,000 to $400,000 in recognition of their accomplishments during 2015, including their increased contributions to the Company following Mr. Corley’s departure.
Discretionary Cash Bonus
The Company’s executives are eligible to receive discretionary cash bonuses on a case by case basis in order to reward exceptional performance. The discretionary cash bonus gives the Company the flexibility to take into consideration the different quantitative and qualitative measures over the fiscal year in determining the eligible executive’s bonus. In determining discretionary bonus amounts, the Company may consider a combination of factors, including overall Company and individual performance. The annual discretionary bonus is payable at the sole discretion of the Compensation Committee.
Each of Messrs. Brickman, Costello and Dolson is subject to an employment agreement, which sets forth each NEO’s target bonus as reflected in the following table.
Named Executive Officer | 2015 Target Bonus (% of Base Salary) | 2015 Target Bonus ($) | ||
James R. Brickman | 100% | 1,400,000 | ||
Richard A. Costello | 100% | 300,000 | ||
Jed Dolson | 100% | 300,000 | ||
John Jason Corley | 100% | 300,000 |
In March 2016, the Compensation Committee approved 2015 discretionary bonuses for Messrs. Brickman, Costello and Dolson as reflected in the table below.
| |||
The 2015 discretionary bonuses were paid to the NEOs on April 1, 2016 as follows: fifty percent of each NEO’s bonus was paid in cash and the remaining fifty percent was paid in shares of the Company’s common stock.
In determining to award discretionary bonuses to Messrs. Brickman, Costello and Dolson for 2015, the Compensation Committee considered the Company’s and the NEOs’ achievements in 2015, including the satisfaction of qualitative criteria. In particular, the Compensation Committee considered the following NEO achievements during 2015:
Equity-Based Compensation
Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan
In connection with the consummation of the Transaction, the Company adopted the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”), pursuant to which employees of the Company, including the NEOs, will be eligible to receive equity-based compensation awards. A description of the 2014 Equity Plan is included below immediately the Grants of Plan-Based Awards table.
James R. Brickman Stock Options
In connection with the consummation of the Transaction on October 27, 2014, the Company entered into a stock option agreement with Mr. Brickman, pursuant to which Mr. Brickman received a one-time award of stock options to purchase 500,000 shares of the Company’s common stock. The stock option has a per share exercise price equal to $7.4861, which is based on the weighted average price of the Company’s common stock for the five trading days immediately prior to the date of grant. Subject to Mr. Brickman’s continued employment, the stock option will vest and become exercisable in five substantially equal installments on each of the first five anniversaries of the date of grant. In the event that Mr. Brickman’s employment is terminated by the Company without cause, any unvested portion of the stock option will vest and become exercisable as of the date of such termination. The stock options granted to Mr. Brickman were not granted under the 2014 Equity Plan but are subject to the terms of the 2014 Equity Plan and the stock option agreement.
Profits Interests
Pursuant to the Second Amended and Restated Limited Liability Company Agreement of JBGL Builder Finance LLC and related accession agreements, in 2013 Messrs. Corley and Dolson each received equity-based compensation in the form of Class B membership interests of JBGL Builder Finance LLC, which are intended to be profits interests (“Profits Interests”). The Profits Interests represent the right of the holder to share in distributions from JBGL Builder Finance LLC after investors therein have received certain returns on their investment.
The Profits Interests granted to Mr. Corley vest in five substantially equal installments on December 31, 2013 and each of the next four anniversaries thereof, subject to his continued employment with JBGL. The Profits Interests granted to Mr. Dolson vest in five substantially equal installments on December 31, 2014 and each of the next four anniversaries thereof, subject to his continued employment with JBGL.
In connection with the consummation of the Transaction, the Profits Interests were canceled and Messrs. Corley and Dolson have no further rights in respect thereof. In exchange for the cancellation of the Profits Interests, each of Messrs. Corley and Dolson became entitled to receive a one-time award of $1,250,000, payable in a combination of cash and shares of Common Stock, which award will vest in four substantially equal installments on the date the Transaction was consummated and each of the next three anniversaries thereof, subject to each NEO’s continued employment with the Company. Going forward, the Compensation Committee anticipates that any equity-based compensation issued to the Company’s executives, including its NEOs, will be granted pursuant to the 2014 Equity Plan.
Employment Agreements
In connection with the consummation of the Transaction, the Company entered into an employment agreement with each of Messrs. Brickman, Corley and Dolson, as described below immediately following the Grants of Plan-Based Awards table.
Limited Perquisites and Other Personal Benefits
The Company’s NEOs participate in the same benefit programs as the rest of its general employee population. These benefits include health insurance coverage, short-and long-term disability insurance, and life insurance, among others. In addition, the Company’s senior executives, including the NEOs, are eligible for certain perquisites, which do not constitute a significant portion of their total compensation package. In 2015, these additional perquisites included an $850 monthly car and cell phone allowance for Mr. Dolson.
2016 Compensation Actions
As described above, on March 3, 2016, the Compensation Committee approved an increase of Mr. Costello’s base salary from $300,000 to $400,000 and an increase of Mr. Dolson’s base salary from $300,000 to $400,000.
Tax Deductibility of Executive Compensation
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (“Section 162(m)”), limits the deduction for a publicly held corporation for otherwise deductible compensation to any “covered employee” to $1,000,000 per year. This limit does not apply to “performance-based compensation” within the meaning of Section 162(m). In general, it is intended that compensation payable to the Company’s NEOs will be structured to comply with Section 162(m). However, in order to attract and retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not otherwise be deductible under Section 162(m).
The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis section above, and based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Respectfully Submitted,
Richard S. Press (Chair)
Kathleen Olsen
Elizabeth K. Blake
Summary Compensation Table
The following table summarizes the total compensation of each of the Company’s NEOs for services rendered during the Company’s fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||
James R. Brickman, Chief Executive Officer | 2015 | 1,400,000 | 350,000 | — | — | — | 8,140 | 1,758,140 | ||||||||||||||||||||||||
2014 | 233,333 | 233,333 | — | 1,441,000 | — | 1,280,577 | 3,188,243 | |||||||||||||||||||||||||
2013 | — | — | — | — | — | 1,318,736 | 1,318,736 | |||||||||||||||||||||||||
Richard A. Costello, Chief Financial Officer | 2015 | 288,846 | 75,000 | — | — | — | 6,315 | 370,162 | ||||||||||||||||||||||||
Jed Dolson, Head of Land Acquisition and Development | 2015 | 300,000 | 75,000 | 156,250 | — | — | 174,353 | 705,603 | ||||||||||||||||||||||||
2014 | 250,000 | 300,000 | — | — | — | 329,013 | 879,013 | |||||||||||||||||||||||||
2013 | 120,000 | — | — | — | — | 491,700 | 611,700 | |||||||||||||||||||||||||
John Jason Corley, Former Chief Operating Officer, | 2015 | 245,577 | — | — | — | — | 320,233 | 565,810 | ||||||||||||||||||||||||
2014 | 216,667 | 300,000 | — | — | — | 318,990 | 835,657 | |||||||||||||||||||||||||
2013 | 194,014 | 300,000 | — | — | — | — | 494,014 |
___________
All Other Compensation
Name | Medical, Dental and Vision Insurance Premiums | HSA Employer Contribution | Settlement Payment | Life Insurance Premiums, AD&D and Disability Premiums | Car and Cell Phone Allowance | Profits Interests Cancellation Award(5) | Total |
James R. Brickman | 6,386 | 250 | 1,505 | 8,140 | |||
Richard A. Costello | 4,793 | 150 | 1,372 | 6,315 | |||
Jed Dolson | 6,149 | 250 | 1,505 | 10,200 | 156,250 | 174,353 | |
John Jason Corley | 6,080 | 250 | 312,500 | 1,403 | 320,233 |
Grants of Plan-Based Awards
The following table sets forth certain information for plan-based awards granted to each of the Company’s NEOs for the fiscal year ended December 31, 2015.
Named Executive Officers | Grant Date | All Other Stock Awards: Number of Shares (#)(1) | Exercise Price of Options ($/Sh) | Closing Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||
James R. Brickman | ||||||||||||||
Richard A. Costello | ||||||||||||||
Jed Dolson | 11/9/2015 | 19,434 | 8.04 | 156,250 | ||||||||||
John Jason Corley |
___________
* Less than one percent. Unless otherwise indicated, the address of | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Narrative Accompanying Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
The Company has entered into an employment agreement with each of Messrs. Brickman, Costello, Dolsonour directors and Corley, as described below.
James R. Brickman
James R. Brickman entered intoofficers identified is c/o 5501 Headquarters Drive, Suite 300 W, Plano, TX 75024.
Richard A. Costello
Richard A. Costello entered into an employment agreement with the Company (the “Costello Employment Agreement”), pursuant to which Mr. Costello serves as the Chief Financial Officer of the Company. The initial term of the Costello Employment Agreement is three years. Mr. Costello’s annual base salary is $300,000. He is eligible to receive an annual bonus with a target award equal to 100% of his base salary contingent upon the achievement of performance goals, such as EBITDA targets, approved by the Board. On March 3, 2016, the Compensation Committee approved an increase of Mr. Costello’s base salary from $300,000 to $400,000.
Jed Dolson
Jed Dolson entered into an employment agreement with the Company (the “Dolson Employment Agreement”), pursuant to which Mr. Dolson serves as the Head of Land Acquisition and Development of the Company. The initial term of the Dolson Employment Agreement is three years. Mr. Dolson’s annual base salary is $300,000. He is eligible to receive an annual bonus with a target award equal to 100% of his base salary contingent upon the achievement of performance goals, such as EBITDA targets, approved by the Board. Under the Dolson Employment Agreement, in exchange for the cancellation of his Profits Interests, Mr. Dolson became entitled to receive a one-time award of $1,250,000, payable in a combination of cash and shares of Common Stock, which award will vest in four substantially equal installments on the date the Transaction is consummated and each of the next three anniversaries thereof, subject to Mr. Dolson’s continued employment with the Company. Mr. Dolson is also eligible to receive a car and cell phone allowance. On March 3, 2016, the Compensation Committee approved an increase of Mr. Dolson’s base salary from $300,000 to $400,000.
John Jason Corley
John Jason Corley entered into an employment agreement with the Company (the “Corley Employment Agreement”), pursuant to which Mr. Corley served as the Chief Operating Officer of the Company. The initial term of the Corley Employment Agreement was three years. Mr. Corley’s annual base salary was $300,000. He was eligible to receive an annual bonus with a target award equal to 100% of his base salary contingent upon the achievement of performance goals, such as EBITDA targets, approved by the Board. Under the Corley Employment Agreement, in exchange for the cancellation of his Profits Interests, Mr. Corley became entitled to receive a one-time award of $1,250,000, payable in a combination of cash and shares of Common Stock, which award was set to vest in four substantially equal installments on the date the Transaction was consummated and each of the next three anniversaries thereof, subject to Mr. Corley’s continued employment with the Company. Mr. Corley was terminated in 2015.
James R. Brickman Stock Options
In connection with the consummation of the Transaction on October 27, 2014, the Company entered into a stock option agreement with Mr. Brickman, pursuant to which Mr. Brickman received a one-time award of stock options to purchase 500,000 shares of the Company’s common stock. The stock option has a per share exercise price equal to $7.4861, which is based on the weighted average price of the Company’s common stock for the five trading days immediately prior to the date of grant. Subject to Mr. Brickman’s continued employment, the stock option will vest and become exercisable in five substantially equal installments on each of the first five anniversaries of the date of grant. In the event that Mr. Brickman’s employment is terminated by the Company without cause, any unvested portion of the stock option will vest and become exercisable as of the date of such termination. The stock options granted to Mr. Brickman were not granted under the 2014 Equity Plan but are subject to the terms of the 2014 Equity Plan and the stock option agreement.
Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan
In connection with the consummation of the Transaction, the Company adopted the 2014 Equity Plan, as described below.
Purpose. The purpose of the 2014 Equity Plan is to provide a means for the Company and its affiliates to attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s Common Stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The 2014 Equity Plan will terminate automatically on October 17, 2024. No awards will be granted under the 2014 Equity Plan after that date, but awards granted prior to that date may extend beyond that date.
Awards. Under the 2014 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, other stock-based awards and performance compensation awards may be granted. The maximum numberpercentage of shares of the Company’s Common Stock that is authorized and reserved for issuance under the 2014 Equity Plan is 2,350,956, subject to adjustment for certain corporate events or changes in the Company’s capital structure.
Eligibility. In general, the Company’s employees, consultants and directors and those of the Company’s affiliates, as well as those reasonably expected to become the Company’s employees, consultants and directors, or those of the Company’s affiliates, are eligible for awards under the 2014 Equity Plan, provided that incentive stock options may be granted only to employees. A written agreement between the Company andbeneficially owned by each participant will evidence the terms of each award granted under the 2014 Equity Plan.
Shares Subject to the 2014 Equity Plan. Theperson, shares that may be issued pursuantacquired by such person within 60 days after April 19, 2024 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other stockholders. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to awards areall shares.
| 64 | | | 2024 Proxy Statement | | | |
| Security Ownership | |
| | | 2024 Proxy Statement | | | 65 | |
| | Proposal | | | Board Recommendation | | |
| | To elect seven directors each for a term expiring at the next annual meeting or until his or her successor has been duly elected and qualified | | | FOR each Director Nominee | | |
| | To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the 2024 fiscal year | | | FOR | | |
| | To approve the 2024 Omnibus Incentive Plan | | | FOR | | |
| 66 | | | 2024 Proxy Statement | | | |
| Questions and Answers About Our Annual Meeting | |
| | Proposal | | | Can Brokers Vote Absent Instructions? | | |
| | Election of Directors | | | No | | |
| | Ratification of Independent Registered Certified Public Accounting Firm | | | Yes | | |
| | Approval of 2024 Omnibus Incentive Plan | | | No | | |
Administration. The Compensation Committee of the Company will administer the 2014 Equity Plan following the consummation of the Acquisition. Among other responsibilities, the Compensation Committee will select participants from among the eligible individuals, determine the number ofapplicable NYSE rules, shares of Common Stock that will be subject to each award and determine the terms and conditions of each award, including exercise price, methods of payment and vesting schedules. In general, the Board may amend, alter, suspend, discontinue, or terminate the 2014 Equity Plan or any portion thereof at any time.
Adjustments in Capitalization. In general, in the event of (i) any dividendheld by a bank, broker or other distribution (whether in the formholder of cash, stock or other securities or property), stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other similar corporate transaction or event (including, without limitation,record holding shares for a “change in control” (as defined in the 2014 Equity Plan)) that affects the Common Stock, or (ii) certain unusual or nonrecurring events (including, without limitation, a change in control), appropriate equitable adjustments or substitutions (as determined by the Compensation Committee) will be made to the various limits under, and the terms of, the 2014 Equity Plan and the awards granted thereunder, including the maximum number of shares of Common Stock reserved under the 2014 Equity Plan, the price or kind of other securities or other consideration subject to awards or any applicable performance measures (e.g., performance criteria), to the extent necessary to preserve the economic intent of the award. In addition, the Compensation Committee may cancel outstanding awards and cause participants to receive, in cash, stock, other securities or property, or a combination thereof, the value of the awards.
Change in Control.In the event of a “change in control,” the Compensation Committee may generally provide for one or more of the following: (i) that all options and stock appreciation rights subject to an award will become fully vested and immediately exercisable, (ii) that any restricted period imposed upon restricted awards will expire immediately, and (iii) that participants will receive partial or full payment for outstanding performance awards.
Nontransferability. In general, each award granted under the 2014 Equity Plan may be exercisable only by a participant during the participant’s lifetime or, if permissible under applicable law, by the participant’s legal guardian or representative. Except in very limited circumstances, no award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us. However, the designation of a beneficiary will not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
No Rights as a Stockholder. In general, except as otherwise provided in the 2014 Equity Plan or any award agreement thereunder, no person who receives an award under the plan will be entitled to the privileges of a stockholder until the shares covered by such award have been issued or delivered to that person.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the outstanding equity awards for the Company’s NEOs as of December 31, 2015.
Option awards | |||||||||||
Named Executive Officers | Number of Shares Underlying Unexercised Options Exercisable (#)(1) | Number of Shares Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price | Option Expiration Date | |||||||
James R. Brickman | 100,000 | 400,000 | $7.49 | 10/27/2024 | |||||||
Richard A. Costello | — | — | — | — | |||||||
Jed Dolson | — | — | — | — | |||||||
John Jason Corley | — | — | — | — |
___________
Option Exercises and Stock Vested
The following table sets forth the outstanding equity awards for the Company’s NEOs as of December 31, 2015.
Option Exercises and Stock Vested | |||||||||||
Option Awards | Stock Awards | ||||||||||
Named Executive Officers | Number of Shares Acquired on (#) | Value Realized on Exercise ($) | Number of ($/Sh) (1) | Value Realized on Vesting ($)(1) | |||||||
James R. Brickman | — | — | — | — | |||||||
Richard A. Costello | — | — | — | — | |||||||
Jed Dolson | — | — | 19,434 | 156,250 | |||||||
John Jason Corley | — | — | — | — |
Pension Benefits and Nonqualified Deferred Compensation
The Company does not provide defined benefit pension benefits or non-qualified deferred compensation.
Potential Payments Upon Termination of Employment or Change in Control
The Company’s current NEOs are eligible for severance as set forth in their respective employment agreements, as described in the following narrative and illustrated in the accompanying table below.
James R. Brickman
In the event that Mr. Brickman’s employment is terminated by the Company without Cause (as will be defined in the Brickman Employment Agreement) or Mr. Brickman’s resignation for Good Reason (as will be defined in the Brickman Employment Agreement), subject to Mr. Brickman’s execution of a release of claims in a form reasonably determined by the Company, the Company will provide Mr. Brickman with severance in an amount equal to two times (x) his base salary plus (y) his target bonus. Mr. Brickmanbeneficial owner will not be entitledvoted on such non-routine matters by that holder unless that holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining whether a quorum is present.
Brickman is subject to“routine” matters (as described above under the caption “What are “broker non-votes” and how are they treated?”) even if you do not give the bank, broker or other holder of record specific voting instructions. If you are a (i) 12-month post-termination non-competition covenant relating to competitorsstockholder of the Company, (ii) 12-month post-termination non-solicitation covenantrecord and hold your shares directly in respect of employees, consultants, vendors, customers and similar business relationships of the Company and (iii) perpetual confidentiality and non-disparagement covenants.
Richard A. Costello
In the event that Mr. Costello’s employment is terminated by the Company without Cause (as will be defined in the Costello Employment Agreement) or Mr. Costello’s resignation for Good Reason (as will be defined in the Costello Employment Agreement), subject to Mr. Costello’s execution of a release of claims in a form reasonably determined by the Company, the Company will provide Mr. Costello with severance in an amount equal to one and one half times the sum of (x) his base salary and (y) his annual bonus for the year preceding the year of termination. Mr. Costelloyour own name, your shares will not be entitledvoted unless you provide a proxy or vote at the Annual Meeting.
| | | 2024 Proxy Statement | | | 67 | |
| Questions and Answers About Our Annual Meeting | |
| | Proposal | | | Description of Votes Needed | | |
| | Election of Directors | | | The seven nominees for election as directors will be elected by a majority of the votes cast at the Annual Meeting. | | |
| | Ratification of Independent Registered Certified Public Accounting Firm | | | The affirmative vote of a majority of the votes cast on the proposal is required for the ratification of the appointment of RSM US as our independent auditor for the 2024 fiscal year. | | |
| | Approval of 2024 Omnibus Incentive Plan | | | The affirmative vote of a majority of the votes cast on the proposal is required for approval of the 2024 Omnibus Incentive Plan | | |
| 68 | | | 2024 Proxy Statement | | | |
| Questions and Answers About Our Annual Meeting | |
| | Proposal | | | Board Recommendation | | |
| | Election of Directors | | | FOR each Director Nominee | | |
| | Ratification of Independent Registered Certified Public Accounting Firm | | | FOR | | |
| | Approval of 2024 Omnibus Incentive Plan | | | FOR | | |
Jed Dolson
In the event that Mr. Dolson’s employment is terminated by the Company without Cause (asAnnual Meeting?
John Jason Corley
As described above, as of October 26, 2015, Mr. Corley’s employmentForm 8-K filed with the Company ceased. The following is a description ofSEC within four business days after the severance benefits to which Mr. Corley wouldAnnual Meeting.
Assuming a termination of employment occurred as of December 31, 2015, each of Messrs. Brickman, Costello, Dolson and Corley would be entitled to receive the payment and benefits set forth in the following table.
|
DIRECTOR COMPENSATION INFORMATION
For 2015, non-employee members of the Company’s board of directors received compensation in the forms of annual cash retainers and meetings fees as set forth in the following table:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | ||||||
David Einhorn | 50,000 | 50,000 | |||||||
James R. Brickman(2) | — | — | |||||||
Harry Brandler | 50,000 | 50,000 | |||||||
Kathleen Olsen | 60,000 | 49,997 | 109,997 | ||||||
Richard S. Press | 50,000 | 49,997 | 99,997 | ||||||
John R. Farris | 50,000 | 49,997 | 99,997 | ||||||
Elizabeth K. Blake | 50,000 | 49,997 | 99,997 |
In connection with the completion of the Transaction, the Company instituted a new compensation program for its directors, pursuant to which directors who are also full-time officers or employees of the Company receive no additional compensation for serving as directors. All non-employee directors receive an annual retainer payable in cash equal to $50,000. In addition, other than Mr. Einhorn and Mr. Brandler, each non-employee director will receive restricted stock with an aggregate grant date value equal to $50,000, which vests on the first anniversary of the grant date, subject to the director’s continued service, or, if earlier, upon such director’s death. In addition, the Chairman of the Audit Committee receives an additional annual retainer equal to $10,000, which is payable in cash. Mr. Brickman does not receive any additional compensation for his service as a director. In 2015, the Company’s director compensation program was modified to permit the directors to elect to receive all or a portion of their cash retainer fees in shares of restricted stock in lieu of cash. To the extent a director elects to receive restricted stock in lieu of cash, such restricted stock will vest on the earlier of the first anniversary of the grant datequestions about this proxy statement or the dateAnnual Meeting or would like additional copies of the Company’s nextthis proxy statement or our annual meeting of shareholders following the grant date, provided that the director is then serving on the Company’s board of directors.
| | | 2024 Proxy Statement | | | 69 | |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about our Common Stock that may be issued as of December 31, 2015 under the Plan, which is our only existing equity compensation plan.
|
|
| ||||
REVIEW AND APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
The Audit Committee is responsible for the review, approval or ratification of all transactions with related persons that are required to be disclosed under the rules of the SEC. Management of Green Brick is responsible for disclosing to the Audit Committee all material information related to any covered transaction prior to entering into the transaction. The Audit Committee may use any process and review any information that it determines is reasonable under the circumstances in order to determine whether the covered transaction is fair and reasonable and on terms no less favorable to Green Brick than could be obtained in a comparable arms-length transaction with an unrelated third party.
TRANSACTIONS WITH RELATED PERSONS
During 2015, the Company had related party transactions through the normal course of business. These transactions include the following:
On October 27, 2014, in connection with the Transaction, the Company entered into a loan agreement, a guaranty and a pledge and security agreement with certain funds and accounts managed by Greenlight, our largest shareholder. Greenlight currently beneficially owns approximately 49.4% of the voting power of the Company. The loan agreement provides for a five year term loan facility in an aggregate principal amount of $150.0 million which funded part of the Transaction (the “Term Loan Facility”). Certain subsidiaries of the Company guarantee obligations under the Term Loan Facility pursuant to the guaranty. The Term Loan Facility bears interest at 9.0% per annum, payable quarterly, from October 27, 2014 through the first anniversary thereof and 10.0% per annum thereafter. On July 1, 2015, the Company used $154.9 million of the net proceeds from the July 2015 equity offering to repay the Term Loan. Duringfilings during the year ended December 31, 2015,2023 were made on a timely basis.
On July 1, 2015, the Company completed an underwritten public offering of 17 million shares of its common stock at a priceProxy Statement.
In the Equity Offering, certain funds and accounts managed by Greenlight and Third Point purchased shares at $10.00 per share as follows:
Greenlight Capital Qualified, LP: 2,017,093 shares
Greenlight Capital, LP: 453, 674 shares
Greenlight Capital Offshore Partners: 3,571,553 shares
Greenlight Reinsurance, Ltd.: 1,218,456 shares
Greenlight Capital (Gold), LP: 612,039 shares
Greenlight Capital Offshore Master (Gold), Ltd.: 604,048 shares
Third Point Offshore Master Fund L.P.: 764,569 shares
Third Point Partners L.P.: 945,668 shares
Third Point Partners Qualified L.P.: 599,298
Third Point Ultra Master Fund L.P.: 384,396 shares
Third Point Reinsurance Company Ltd.: 18,639 shares
Third Point Reinsurance: 128,328 shares
In 2012, we formed Centre Living Homes, LLC (“Centre Living”), a builder that focuses on a limited number of homes and luxury townhomes each year in the Dallas, Texas market. Trevor Brickman, the son of Green Brick's Chief Executive Officer, is the President of Centre Living. Effective as of January 1, 2015, Centre Living's operating agreement was amended and restated to the same general terms as with our other builders, such that Green Brick's ownership interest in Centre Living is 50% and Trevor Brickman's ownership interest is 50% for future operations beginning January 1, 2015. Subsequent to this amendment, Green Brick has 51% voting control over the operations of Centre Living. During 2015, compensation paid to Mr. Trevor Brickman totaled approximately $115,920.
In September 2015, the Company purchased 11 lots from an entity affiliated with the president of TPG, one of its controlled builders. The lots are part of a 19-home community, The Parc at Cogburn in Atlanta. The total paid for the lots in 2015 was $1.8 million. Under the option agreement in place, the total that would be expected to be paid for the remaining lots would be $1.3 million, all during 2016.
In November 2015, the Company purchased 12 lots from an entity affiliated with the president of TPG, one of its controlled builders. The lots are part of a 92-townhome community, Glens at Sugarloaf in Atlanta. No deposits were paid by the Company in contracting for the lots. The total paid for the lots in 2015 was $1.0 million. During March 2016, the Company purchased the remaining 80 townhome lots within the community at a discounted price of $4.8 million from the affiliated entity.
During March 2016, the Company purchased undeveloped land for an eventual 83 lot community, Academy Street in Atlanta. Simultaneously, the Company entered into a partnership agreement with an entity affiliated with the president of TPG to develop the community for sale of the lots to TPG. Contributions, voting percentages, and profits will be 80% for the Company and 20% for the affiliated entity. Total capital contributions are estimated at $12.0 million.
During March 2016, the Company purchased undeveloped land for an eventual 73-townhome community, Suwanee Station in Atlanta. Simultaneously, the Company entered into a partnership agreement with an entity affiliated with the president of TPG to develop the community for sale of the lots to TPG. Contributions, voting percentages, and profits will be 50% for the Company and 50% for the affiliated entity. Total capital contributions are estimated at $2.0 million.
STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING
In order for an item of business or a nomination for election of a director proposed by a stockholder to be considered properly brought before the2025 annual meeting of stockholders, as an agenda item, our Bylaws require that the stockholder give written notice to our Secretary at 2805 Dallas Parkway, Suite 400, Plano, TX 75093. The notice must specify certain information concerning the stockholder and the item of business or the nominee, as“2025 Annual Meeting,” is December 26, 2024, pursuant to Rule 14a-8 of the caseExchange Act. Eligible stockholders who seek to submit a proposal for inclusion in our proxy statement must comply with all applicable Bylaws and SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.
Proposals intendedavailable upon request. In addition, to be included on our universal proxy card in connection with the Company’s2025 Annual Meeting, the notice must also include the information required by Rule 14a-19(b)(2) and Rule 14a-19(b)(3). All stockholder proposals and director nominations pursuant to the advance notice provision or proxy access provision in our Bylaws should be sent to the Secretary at 5501 Headquarters Drive, Suite 300 W, Plano, TX 75024.
| 70 | | | 2024 Proxy Statement | | | |
| Other Matters | |
Our 2015is being solicited, upon request of any such person, a copy of the 2023 Form 10-K as filed with the SEC, including the financial statements forand schedules thereto, but not the year ended December 31, 2015,exhibits.
A copy of any exhibit to the 2023 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations.
| | | 2024 Proxy Statement | | | 71 | |
| Other Matters | |
| 72 | | | 2024 Proxy Statement | | | |
| | | 2024 Proxy Statement | | | A-1 | |
| Appendix A | |
| A-2 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-3 | |
| Appendix A | |
| A-4 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-5 | |
| Appendix A | |
| A-6 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-7 | |
| Appendix A | |
| A-8 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-9 | |
| Appendix A | |
| A-10 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-11 | |
| Appendix A | |
| A-12 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-13 | |
| Appendix A | |
| A-14 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-15 | |
| Appendix A | |
| A-16 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-17 | |
| Appendix A | |
| A-18 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-19 | |
| Appendix A | |
| A-20 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-21 | |
| Appendix A | |
| A-22 | | | 2024 Proxy Statement | | | |
| Appendix A | |
| | | 2024 Proxy Statement | | | A-23 | |
|
Green Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, TX 75093
Dated: April 21, 2016
|
| |
| ||
| ||
|
| |
| |
| |
| ||||||||||||||||||
|
| |||||||||||||||||
|
|
| ||||||||||||||||
|
| |||||||||||||||||
| ||||||||||||||||||
0000289164_1 R1.0.1.25
|
|
0000289164_2 R1.0.1.25