UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ | |
Filed by a Party other than the Registrant | |
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
GREEN BRICK PARTNERS, INC. |
(Name of Registrant as Specified in its Charter) |
(Name of Person(s) Filing Proxy Statement if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box): | ||
☒ | No fee required. | |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
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5) | Total fee paid: | |
☐ | Fee paid previously with preliminary materials. | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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4) | Date Filed: | |
1. | To elect seven directors to serve until the Company’s 2019 Annual Meeting of Stockholders; |
2. | To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2018; and |
3. | To act upon any other matters that may properly come before the meeting and any adjournment(s) or postponement(s) thereof. |
By Order of the Board of Directors, | |
Richard A. Costello | |
Chief Financial Officer, Treasurer and Secretary |
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• | Submit a Proxy via the Internet. Go to the web address www.proxyvote.com and follow the instructions for submitting a proxy via the Internet shown on the proxy card sent to you. You should be aware that there may be incidental costs associated with electronic access, such as your usage charges from your Internet access providers and telephone companies, for which you will be responsible. |
• | Submit a Proxy by Telephone. Dial 1-800-690-6903 and follow the instructions for submitting a proxy by telephone shown on the proxy card sent to you. |
• | Submit a Proxy by Mail. If you do not wish to submit your proxy by the Internet or by telephone, please complete, sign, date and mail the enclosed proxy card in the envelope provided. If you submit a proxy via the Internet or by telephone, please do not mail your proxy card. |
• | deliver a signed, written revocation letter, dated later than the proxy, to Green Brick Partners, Inc., 2805 Dallas Parkway, Suite 400, Plano, TX 75093, Attention: Secretary; |
• | deliver a signed proxy, dated later than the prior proxy, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717; |
• | vote again by telephone or on the Internet prior to the meeting; or |
• | attend the meeting and give notice to the inspector of election that you intend to vote in person rather than by proxy. Your attendance at the meeting will not revoke your proxy unless you choose to vote in person. |
• | Stockholders of Record. If your shares are registered in your own name and you are interested in consenting to the delivery of a single notice or single set of proxy materials, you may contact Broadridge Householding Department by phone at 1-800-542-1061 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. |
• | Beneficial Stockholders. If your shares are not registered in your own name, your broker, bank, trust or other nominee that holds your shares may have asked you to consent to the delivery of a single notice or single set of proxy materials if there are other Green Brick stockholders who share an address with you. If you currently receive more than one copy of the notice or proxy materials at your household and would like to receive only one copy in the future, you should contact your nominee. |
• | Right to Request Separate Copies. If you consent to the delivery of a single notice or single set of proxy materials but later decide that you would prefer to receive a separate copy of the notice or proxy materials, as applicable, for each stockholder sharing your address, then please notify Broadridge Householding Department or your nominee, as applicable, and they will promptly deliver the additional notices or proxy materials. If you wish to receive a separate copy of the notice or proxy materials for each stockholder sharing your address in the future, you may also contact Broadridge Householding Department by phone at 1-800-542-1061 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. |
• | retaining, compensating, overseeing and terminating any registered public accounting firm in connection with the preparation or issuance of an audit report, and approving all audit services and any permissible non-audit services provided by the independent registered public accounting firm; |
• | receiving direct reports from any registered public accounting firm engaged to prepare or issue an audit report; |
• | reviewing and discussing annual audited and quarterly unaudited financial statements with management and the independent registered public accounting firm; |
• | reviewing with the independent registered public accounting firm any audit problems and management’s response; |
• | discussing earnings releases, financial information and earnings guidance provided to analysts and rating agencies; |
• | periodically meeting separately with management, internal auditors and the independent registered public accounting firm; |
• | establishing procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters; |
• | obtaining and reviewing, at least annually, an independent registered public accounting firm report describing the independent registered public accounting firm internal quality-control procedures and any material issues raised by the most recent internal quality-control review of the independent registered public accounting firm or any inquiry by governmental authorities; |
• | approving and recommending to the Board the hiring of any employees or former employees of the independent registered public accounting firm; |
• | retaining independent counsel and other outside advisors, including experts in the area of accounting, as it determines necessary to carry out its duties; and |
• | reporting regularly to the full Board with respect to any issues raised by the foregoing. |
• | reviewing key employee compensation policies, plans and programs; |
• | reviewing and approving the compensation of the Chief Executive Officer and other executive officers of the Company and its subsidiaries; |
• | reviewing and approving any employment contracts or similar arrangements between the Company and any executive officer of the Company; |
• | reviewing and consulting with the Chairman and Chief Executive Officer of the Company concerning performance of individual executives and related matters; and |
• | administering the Company’s stock plans, incentive compensation plans and other similar plans that the Board may from time to time adopt and exercising all the powers, duties and responsibilities of the Board with respect to the plans. |
• | recommending to the Board proposed nominees for election to the Board by the stockholders at annual meetings, including an annual review as to the re-nominations of incumbents and proposed nominees for election by the Board to fill vacancies that occur between stockholder meetings; |
• | reviewing and approving or ratifying related party transactions under the Company’s Related Party Policy; |
• | making recommendations to the Board regarding corporate governance matters and practices; and |
• | assisting the Board and its other committees that oversee specific risk-related issues and serving as a resource to management by overseeing the Company’s enterprise risk management function, including risks related to information technology security. |
2017 | 2016 | |||||||
Audit fees (1) | $ | 700,671 | $ | 879,958 | ||||
Audit-related fees | $ | — | $ | — | ||||
Tax fees | $ | — | $ | — | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 700,671 | $ | 879,958 |
(1) | Audit fees for 2017 include professional services rendered by RSM US LLP for the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, review of the Company’s condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and audit of the Company’s internal control over financial reporting. Audit fees for 2016 include professional services rendered by RSM US LLP for the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, review of the Company’s condensed consolidated financial statements included in the Company’s third quarter Quarterly Report on Form 10-Q, and audit of the Company’s internal control over financial reporting. |
2017 | 2016 | |||||||
Audit fees (1) | $ | 79,500 | $ | 410,040 | ||||
Audit-related fees | $ | — | $ | — | ||||
Tax fees | $ | — | $ | — | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 79,500 | $ | 410,040 |
(1) | Audit fees for 2017 include professional services rendered by Grant Thornton LLP related to a consent and successor auditor services for the Company’s consolidated financial statements for the year ended December 31, 2015. Audit fees for 2016 include professional services rendered by Grant Thornton for the audit of the Company’s consolidated financial statements included in the Company’s 2015 Annual Report on Form 10-K, review of the Company’s condensed consolidated financial statements included in the Company’s first and second quarters Quarterly Reports on Form 10-Q, and successor auditor services, such as, the reissuance of opinion in the Company’s 2016 Annual Report on Form 10-K. |
• | The Company utilized an integrated Enterprise Resource Planning (ERP) software system by a third-party service organization in the Company’s production and accounting for homebuilding and land development business. The Company was unable to obtain a Service Organization Control (“SOC”) 1 Type 2 report prepared in accordance with the AICPA Attestation Standards, Section 801, Reporting on Controls at a Service Organization, addressing the suitability of the design and operating effectiveness of controls relating to the application and business processing activities performed by the service organization on the Company’s behalf for the year ended December 31, 2015. As a result, the Company was unable to conclude that its service organization maintained effective controls over its information technology environment to (a) prevent unauthorized database and application access, and (b) maintain effective security administration and appropriate change management for the application maintained by the third-party service organization. This resulted in an inability to rely on the accuracy and completeness of data and key application reports obtained from the application at the third-party service organization used in the performance of important controls over certain key financial reporting processes, including accrued liabilities, vendor master file changes, reserves for housing completion, and budget data. |
• | The Company did not maintain effective controls over the sufficiency and timeliness of review and approval of manual journal entries, including consolidating adjustments. |
• | The Company did not maintain effective controls over the identification, evaluation, and disclosure of related party transactions. |
• | The Company did not maintain effective controls over period-end accruals (cutoff), recording of inventory costs, costs of goods sold, and operating expenses to verify that all costs and expenses are captured completely and accurately for financial reporting. |
• | The Company did not maintain effective controls to verify that financial statement amounts are appropriately classified and disclosed in the financial statements. |
• | No restrictive access on who has the ability to post journal entries to the Company’s general ledger; |
• | inappropriate information technology (“IT”) environment in place to ensure the appropriate granting and review of access rights in the Company’s accounting system; |
• | inappropriate revenue recognition in conjunction with the sale of lots in which the Company has continuing involvement in the development projects subsequent to the sale of lots; |
• | intercompany eliminations were identified that should have been eliminated upon consolidation; and |
• | inconsistent treatment of account classifications in general ledger accounts and financial statement categories. |
Respectfully submitted, | |
Kathleen Olsen (Chair) | |
John R. Farris | |
Richard S. Press |
• | each person who is known by the Company to beneficially own 5% or more of the outstanding shares of Common Stock; |
• | each member of the Board who beneficially owns any shares of Common Stock; |
• | each of the Company’s named executive officers; and |
• | all members of the Board and the Company’s executive officers as a group. |
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 New York, NY 10017 | 24,127,590 | 24,127,590 | 47.6 | % | ||||||||
Third Point Funds and its affiliates (2) 390 Park Avenue, 18th floor New York, NY10022 | 8,211,267 | 8,211,267 | 16.2 | % | ||||||||
James R. Brickman (3) | 1,632,706 | 1,842,142 | 3.6 | % | ||||||||
Richard A. Costello | 35,514 | 35,514 | * | |||||||||
Jed Dolson | 90,381 | 90,381 | * | |||||||||
Summer Loveland | — | — | — | |||||||||
David Einhorn (1) | 8,922 | 8,922 | * | |||||||||
Elizabeth K. Blake | 110,546 | 110,546 | * | |||||||||
Harry Brandler | — | — | — | |||||||||
John R. Farris | 81,788 | 81,788 | * | |||||||||
Kathleen Olsen | 45,282 | 45,282 | * | |||||||||
Richard S. Press | 39,222 | 39,222 | * | |||||||||
All Directors and Executive Officers as a group, 10 persons (4) | 26,171,951 | 26,381,387 | 52.0 | % |
* | less than 1% |
(1) | Greenlight Capital, Inc. is the investment manager for Greenlight Capital Qualified, L.P., Greenlight Capital, L.P. and Greenlight Capital Offshore Partners, and as such has voting and dispositive power over 5,739,103 shares of Common Stock held by Greenlight Capital Qualified, L.P., 1,290,810 shares of Common Stock held by Greenlight Capital, L.P. and 10,161,908 shares of Common Stock held by Greenlight Capital Offshore Partners. DME Advisors, LP (“DME Advisors”) is the investment manager for Greenlight Reinsurance, Ltd., and as such has voting and dispositive power over 3,466,793 shares of Common Stock held by Greenlight Reinsurance, Ltd. DME Capital Management, LP (“DME Management”) is the investment manager for Greenlight Capital (Gold), LP, and Greenlight Capital Offshore Master (Gold), Ltd., and as such has voting and dispositive power over 1,741,395 shares of Common Stock held by Greenlight Capital (Gold), LP and 1,718,659 shares of Common Stock held by Greenlight Capital Offshore Master (Gold), Ltd. DME Advisors GP, LLC (“DME GP”) is the general partner of DME Advisors and DME Management, and as such has voting and dispositive power over 6,926,847 shares of Common Stock. David Einhorn, one of our directors, is the principal of Greenlight Capital, Inc., DME Advisors, DME Management and DME GP, and as such has voting and dispositive power over 24,127,590 shares of Common Stock held by these affiliates of Greenlight Capital, Inc. Mr. Einhorn disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. Also includes 8,922 shares held by Mr. Einhorn. |
(2) | Includes 8,083,022 shares held of record by Third Point Offshore Master Fund LP, Third Point Partners LP, Third Point Partners Qualified LP, Third Point Ultra Master Fund LP and Third Point Reinsurance Company Ltd., which are investment funds managed by Third Point LLC, and 128,245 shares held by Daniel S. Loeb, who has the power to vote and dispose of the shares held by him and the investment funds managed by Third Point LLC. |
(3) | Mr. Brickman may be deemed to indirectly beneficially own (i) 100,968 shares of Common Stock directly held by the Roger E. Brickman GST Marital Trust (the “Marital Trust”) by virtue of his position as a co-trustee of the Marital Trust, (ii) 15,000 shares of Common Stock directly held by the Brickman Living Trust (the “Living Trust”) by virtue of his position as the trustee of the Living Trust, and (iii) 93,468 shares of Common Stock directly held by the L. Loraine Brickman Revocable Trust (the “Revocable Trust”) by virtue of his position as a co-trustee of the Revocable Trust. Mr. Brickman disclaims beneficial ownership of the shares of Common Stock of the Company directly held by the Marital Trust, the Living Trust and the Revocable Trust, except to the extent of his pecuniary interest therein |
(4) | Includes shares held by Greenlight Capital, Inc., and its affiliates described in Note 1, which are controlled by one of our directors, David Einhorn. |
Named Executive Officers | Title | |
James R. Brickman | Chief Executive Officer | |
Richard A. Costello | Chief Financial Officer | |
Jed Dolson | President of Texas Region | |
Summer Loveland | Chief Accounting Officer |
• | providing cash compensation opportunities to executive officers that, in the aggregate, reflect general industry practice; |
• | rewarding superior overall Company and individual performance using annual bonuses and special bonuses in certain cases, when appropriate; and |
• | allowing individual pay levels to vary considerably with individual executive responsibilities, capabilities and performance. |
• | Support an environment that rewards performance and value creation for the Company’s investors; and |
• | Integrate its incentive compensation program with the Company’s short-and long-term success. |
• | Attract and retain highly qualified executives; |
• | Provide executives with compensation that is competitive within the industry in which it operates; |
• | Establish compensation packages that take into consideration the executive’s role, qualifications, experience, responsibilities, leadership potential, individual goals and performance; and |
• | Align executive compensation to support the Company’s objectives. |
• | base salaries; |
• | annual bonus opportunities; |
• | equity-based compensation; and |
• | limited perquisites and other personal benefits. |
Named Executive Officers | 2017 Fiscal Year End Base Salary ($) | |||
James R. Brickman | 1,400,000 | |||
Richard A. Costello | 400,000 | |||
Jed Dolson | 550,000 | |||
Summer Loveland | 300,000 |
Named Executive Officer | 2017 Target Bonus (% of Base Salary as in effect on | 2017 Target Bonus | ||||||
James R. Brickman | 100 | % | 1,400,000 | |||||
Richard A. Costello | 100 | % | 400,000 | |||||
Jed Dolson | 95.74 | % | 526,575 |
Named Executive Officer | 2017 Actual Bonus ($) | |||
James R. Brickman | 1,400,000 | |||
Richard A. Costello | 300,000 | |||
Jed Dolson | 526,575 |
Respectfully Submitted, | |
Richard S. Press (Chair) | |
Elizabeth K. Blake | |
Kathleen Olsen |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||
James R. Brickman, | ||||||||||||||||||||||||||||||
Chief Executive Officer | 2017 | 1,400,000 | — | 1,079,204 | — | 700,000 | 10,621 | 3,189,825 | ||||||||||||||||||||||
2016 | 1,400,000 | — | 343,542 | — | 700,000 | 10,359 | 2,453,901 | |||||||||||||||||||||||
2015 | 1,400,000 | — | — | — | 350,000 | 8,140 | 1,758,140 | |||||||||||||||||||||||
Richard A. Costello, | ||||||||||||||||||||||||||||||
Chief Financial Officer | 2017 | 400,000 | — | 302,198 | — | 150,000 | 15,339 | 867,537 | ||||||||||||||||||||||
2016 | 400,000 | — | 73,613 | — | 200,000 | 6,666 | 680,279 | |||||||||||||||||||||||
2015 | 288,846 | — | — | — | 75,000 | 6,315 | 370,161 | |||||||||||||||||||||||
Jed Dolson, | ||||||||||||||||||||||||||||||
President of Texas Region | 2017 | 426,731 | — | 545,146 | — | 263,288 | 190,048 | 1,425,213 | ||||||||||||||||||||||
2016 | 400,000 | — | 229,861 | — | 200,000 | 181,075 | 1,010,936 | |||||||||||||||||||||||
2015 | 300,000 | — | 156,250 | — | 75,000 | 174,353 | 705,603 | |||||||||||||||||||||||
Summer Loveland | ||||||||||||||||||||||||||||||
Chief Accounting Officer | 2017 | 39,808 | — | — | — | — | 1,069 | 40,877 |
(1) | Mr. Costello’s base salary in fiscal year 2015 was pro-rated based on the number of days he was employed by the Company in fiscal year 2015, which commenced on January 15, 2015. Mr. Dolson’s base salary was increased in October 2017 from $400,000 to $550,000. Ms. Loveland’s annual base salary in fiscal year 2017 was pro-rated based on the number of days she was employed by the Company in fiscal year 2017, which commenced on November 14, 2017. |
(2) | The amounts in this column represent the aggregate grant date fair value of the Common Stock issued to Messrs. Brickman, Costello and Dolson in accordance with FASB ASC Topic 718. Messrs. Brickman, Costello and Dolson were awarded discretionary stock bonuses on January 2, 2017, as described above, and the remaining 50% of their annual bonuses for each year were paid in shares of Common Stock in the immediately following year and are reported in this table in the year in which they were granted. Mr. Dolson received additional shares of Common Stock in satisfaction of 50% of the payment due to him in 2017, 2016 and 2015 in respect of the cancellation of his Profits Interests, as described in footnote 4 below. |
(3) | The table below includes items of All Other Compensation paid to the NEOs in 2017. |
Name | Medical, Dental and Vision Insurance Premiums ($) | HSA Employer Contribution ($) | 401(k) Employer Match ($) | Life Insurance Premiums, AD&D and Disability Premiums ($) | Car, Cell Phone and Toll Road Allowance ($) | Profits Interests Cancellation Award(4) ($) | Total ($) |
James R. Brickman | 7,345 | 2,000 | — | 1,276 | — | — | 10,621 |
Richard A. Costello | 4,929 | 958 | 8,100 | 1,352 | — | — | 15,339 |
Jed Dolson | 11,975 | 2,000 | 8,100 | 1,523 | 10,200 | 156,250 | 190,048 |
Summer Loveland | 803 | 167 | — | 99 | — | — | 1,069 |
(4) | Mr. Dolson received a one-time award of $1,250,000 in respect of the cancellation of his Profits Interests, which was payable in four equal installments on October 27, 2014 and each of the next three anniversaries thereof. In 2017, 50% of the amount due to Mr. Dolson was paid in the form of cash and the remaining 50% was paid in shares of Common Stock. |
Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | All Other Stock Awards: | Grant Date Fair Value of Stock | ||||||||||||||||||
Named Executive Officers | Grant Date | Approval Date | Threshold ($) | Target ($) | Number of Shares (#)(2) | and Option Awards ($)(3) | ||||||||||||||
James R. Brickman | 350,000 | 700,000 | ||||||||||||||||||
1/2/2017 | 12/6/2016 | 32,085 | 322,454 | |||||||||||||||||
3/28/2017 | 3/6/2017 | 75,675 | 756,750 | |||||||||||||||||
Richard A. Costello | 100,000 | 200,000 | ||||||||||||||||||
1/2/2017 | 12/6/2016 | 8,556 | 85,988 | |||||||||||||||||
3/28/2017 | 3/6/2017 | 21,621 | 216,210 | |||||||||||||||||
Jed Dolson | 131,644 | 263,288 | ||||||||||||||||||
1/2/2017 | 12/6/2016 | 17,112 | 171,976 | |||||||||||||||||
3/28/2017 | 3/6/2017 | 21,621 | 216,210 | |||||||||||||||||
11/8/2017 | 10/2/2017 | 14,400 | 156,960 |
(1) | 50% of annual bonuses in respect of 2017 were paid in cash under the Company’s annual bonus plan and 50% of annual bonuses in respect of 2017 were paid in stock under the 2014 Equity Plan. The amounts shown represent the portion payable in cash. Any portion paid in stock will be reported in the “Stock Awards” column and in the Grants of Plan-Based Awards table, in each case, for the year of grant. The threshold amount represents 50% of the quantitative bonus, which represents 25% of the annual bonus opportunity that would be paid in cash if the threshold level of adjusted pre-tax income is attained by the Company. The target amount represents 50% of the target bonus opportunity that would be paid in cash if the adjusted pre-tax income and individual qualitative performance goals are attained or exceeded. |
(2) | On January 2, 2017, Messrs. Brickman, Costello and Dolson, were granted 32,085, 8,556, and 17,112 shares of fully vested Common Stock, respectively, to supplement current executive compensation and to maintain total compensation which is competitive within the industry in which the Company operates. On March 28, 2017, Messrs. Brickman, Costello and Dolson were granted 75,675, 21,621 and 21,261 shares of fully vested Common Stock, respectively, under the 2014 Equity Plan in satisfaction of 50% of the 2016 annual bonuses. On November 8, 2017, Mr. Dolson was also granted 14,400 shares of fully vested Common Stock in satisfaction of 50% of the amount due to him in 2017 in respect of the cancellation of his Profits Interests. |
(3) | Reflects the grant date fair value of the shares of the Common Stock awarded to Messrs. Brickman, Costello and Dolson, as calculated in accordance with FASB ASC Topic 718. |
Option awards | ||||||||||||||||
Named Executive Officers | Number of Shares Underlying Unexercised Options Exercisable (#)(1) | Number of Shares Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($/Sh) | Option Expiration Date | ||||||||||||
James R. Brickman | 300,000 | 200,000 | $ | 7.49 | 10/27/2024 | |||||||||||
Richard A. Costello | — | — | — | — | ||||||||||||
Jed Dolson | — | — | — | — | ||||||||||||
Summer Loveland | — | — | — | — |
(1) | On October 27, 2014, Mr. Brickman was granted stock options to purchase 500,000 shares of Common Stock, which vest and become exercisable in five substantially equal installments on each of the first five anniversaries of the date of grant. |
Option Exercises and Stock Vested | |||||||||||||||||
Option Awards | Stock Awards | ||||||||||||||||
Named Executive Officers | Number of Shares Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting ($/Sh)(1) | Value Realized on Vesting ($)(2) | |||||||||||||
James R. Brickman | — | — | 107,760 | 1,079,204 | |||||||||||||
Richard A. Costello | — | — | 30,177 | 302,198 | |||||||||||||
Jed Dolson | — | — | 53,133 | 545,146 | |||||||||||||
Summer Loveland | — | — | — | — |
(1) | On January 2, 2017, Messrs. Brickman, Costello and Dolson were granted 32,085, 8,556 and 17,112 shares of fully vested Common Stock, respectively, to supplement current executive compensation and to maintain total compensation which is competitive within the industry in which the Company operates. On March 28, 2017, Messrs. Brickman, Costello and Dolson, were granted 75,675, 21,621, and 21,261 shares of fully vested Common Stock, respectively, in satisfaction of 50% of the 2016 annual bonuses. On November 8, 2017, Mr. Dolson was also granted 14,400 shares of fully vested Common Stock in satisfaction of 50% of the amount due to him in 2017 in respect of the cancellation of his Profits Interests. |
(2) | Reflects the grant date fair value of the shares of Common Stock awarded to Messrs. Brickman, Costello and Dolson, as calculated in accordance with FASB ASC Topic 718. |
James R. Brickman | Richard A. Costello | Jed Dolson | Summer Loveland | |
Termination by the Company without Cause/Resignation by Executive for Good Reason | ● A cash severance payment equal to $5,600,000, calculated as two times (2x) the sum (i) base salary ($1,400,000) plus (ii) target bonus ($1,400,000). ● Full acceleration of outstanding unvested stock options on a termination without Cause only.(1) | ● A cash severance payment equal to $1,200,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($400,000) plus (ii) bonus for prior year ($400,000). | ● A cash severance payment equal to $1,425,000, calculated as one and one-half times (1.5x) the sum (i) base salary ($550,000) plus (ii) bonus for prior year ($400,000). | ● A cash severance payment equal to $300,000. |
Termination by the Company for Cause/Resignation by Executive without Good Reason | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. |
Death/Disability | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. |
Expiration of Term | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. | Accrued Obligations only. |
(1) | Based on the closing price per share of the Company’s Common Stock as of December 29, 2017, the last business day of the year, equal to $11.30, the acceleration of Mr. Brickman’s unvested stock options would be worth $762,000. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
David Einhorn | 50,000 | — | 50,000 | |||||||||
James R. Brickman (2) | — | — | — | |||||||||
Elizabeth K. Blake | 30,136 | 147,836 | 177,972 | |||||||||
Harry Brandler | 50,000 | — | 50,000 | |||||||||
John R. Farris | 68,818 | 103,484 | 172,302 | |||||||||
Kathleen Olsen | 81,310 | 68,983 | 150,293 | |||||||||
Richard S. Press | 90,726 | 68,983 | 159,709 |
(1) | On May 24, 2017, the Company awarded restricted shares of Common Stock to certain directors pursuant to the 2014 Equity Plan. The restricted stock awards become fully vested on the earlier to occur of (i) the first anniversary of the grant date, or (ii) the date of the Company’s 2018 Annual Meeting of Stockholders. The grant date fair value of the restricted stock awards is included in the table in accordance with FASB ASC Topic 718. |
(2) | As an employee of the Company, Mr. Brickman does not receive any additional compensation for his service as a director. |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | — | — | 1,956,979 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | — | — | 1,956,979 |
Richard A. Costello | |
Chief Financial Officer, Treasurer and Secretary | |
Green Brick Partners, Inc. | |
2805 Dallas Parkway, Suite 400 | |
Plano, TX 75093 | |
Dated: April 26, 2018 |
GREEN BRICK PARTNERS, INC.
C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS
P O BOX 1342
Brentwood, NY 11717
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 22, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 22, 2018. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||
The Board of Directors recommends you vote FOR the following: | ||||||||||
o | o | o |
1. | Election of Directors |
Nominees | |
01 | Elizabeth K. Blake | 02 | Harry Brandler | 03 | James R. Brickman | 04 | David Einhorn | 05 | John R. Farris |
06 | Kathleen Olsen | 07 | Richard S. Press |
The Board of Directors recommends you vote FOR proposal 2. | For | Against | Abstain | ||||
2 | To ratify the appointment of RSM US LLP as the Independent Registered Public Accounting Firm of the Company to serve for the 2018 fiscal year. | o | o | o | |||
NOTE: Any other matters that may come before the meeting or any adjournments thereof will be voted in the best judgment of the proxies. |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K, Notice, Proxy Statement are available at www.proxyvote.com
GREEN BRICK PARTNERS, INC.
Annual Meeting of Stockholders
May 23, 2018 at 10:00 A.M. Central Time
This proxy is solicited by the Board of Directors.
The Stockholder(s) hereby appoints James R. Brickman and Richard A. Costello, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of GREEN BRICK PARTNERS, INC. that the Stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 A.M., CDT on May 23, 2018, at the Corporate Offices of Green Brick Partners, Inc. at 2805 Dallas Parkway, Suite 400, Plano, TX 75093, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations and will be voted in the best judgment of the proxies on any other matters that may come before the meeting or any adjournments thereof.
Continued and to be signed on reverse side