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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TRI Pointe Homes Inc | NYSE:TPH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.87 | 2.28% | 38.99 | 40.13 | 38.81 | 39.12 | 845,903 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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|
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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(3)
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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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☐
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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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•
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to elect the seven nominees named in the proxy statement to serve on TRI Pointe's Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);
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•
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to ratify the appointment of Ernst & Young LLP as TRI Pointe's independent registered public accounting firm for 2019 (Proposal No. 2); and
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•
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to transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
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Page
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
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PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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|
•
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elect the seven nominees named in this proxy statement to serve on our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);
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•
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ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Proposal No. 2); and
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•
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transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
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Q:
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What proposals will be voted on at the annual meeting?
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A:
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Stockholders will vote on the following proposals:
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•
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to elect the seven nominees named in this proxy statement to serve on our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1); and
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•
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to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Proposal No. 2).
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Q:
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How does our Board of Directors recommend stockholders vote?
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A:
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Our Board of Directors recommends that stockholders vote:
|
•
|
"
FOR
" the election of each of the seven nominees to our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal, or death (Proposal No. 1); and
|
•
|
"
FOR
" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Proposal No. 2).
|
Q:
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What vote is required for election of directors?
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A:
|
Our Bylaws provide for majority voting in uncontested director elections. Uncontested director elections are defined as any meeting of stockholders at which directors are to be elected and the number of nominees does not exceed the number of directors to be elected. The election of directors at the annual meeting will be an uncontested director election, as defined. Therefore, each nominee for election as a director will be elected at the annual meeting if the number of votes cast "
FOR
" the nominee's election exceeds the number of votes cast "
AGAINST
" the nominee's election. Abstentions and "broker non-votes" will not be counted as votes cast and will not affect the outcome with regard to this proposal. There is no cumulative voting in the election of directors.
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Q:
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What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 1?
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A:
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If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted "
FOR
" the election of each of the seven nominees named in this proxy statement to our Board of Directors.
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Q:
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What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to one or more nominees?
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A:
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If a stockholder submits a properly executed proxy to us and instructs the proxy holder to abstain with respect to one or more nominees, the shares subject to the proxy will not be voted for or against that nominee or those nominees and will be voted "
FOR
" or "
AGAINST
" the remaining nominee(s), if any, as indicated on the proxy.
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Q:
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What if a stockholder is a beneficial owner of shares held in "street name" and fails to provide voting instructions with respect to Proposal No. 1?
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A:
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If a stockholder is the beneficial owner of shares held in "street name" through its bank, broker or other nominee, the bank, broker or other nominee will typically be prohibited from voting in its discretion on this proposal with respect to that stockholder's shares and these "broker non-votes" will not affect the outcome of the election.
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Q:
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What vote is required to approve the ratification of the appointment of auditors?
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A:
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Pursuant to our Bylaws, this proposal requires the affirmative vote of the holders of stock having a majority of the votes that could be cast by the stockholders entitled to vote on the proposal that are present in person or by proxy at the annual meeting.
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Q:
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What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 2?
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A:
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If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted "
FOR
" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019.
|
Q:
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What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to Proposal No. 2?
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A:
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If a stockholder submits a properly executed proxy to us and the proxy instructs the proxy holder to abstain from voting on this proposal, the shares subject to the proxy will not be voted, and will have the effect of a vote "
AGAINST
", with regard to this proposal.
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Q:
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What if a stockholder is a beneficial owner of shares held in "street name" and fails to provide voting instructions with respect to Proposal No. 2?
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A:
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If a stockholder is the beneficial owner of shares held in "street name" through its bank, broker or other nominee, the bank, broker or other nominee will typically have the authority to exercise its voting discretion to vote on this proposal.
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Q:
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How can stockholders cast their vote?
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A:
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Stockholders may vote in one of the following ways:
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•
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by using the toll-free number shown on the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee);
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•
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by visiting the website shown on the proxy card (or voting instruction card) to submit a proxy via the Internet;
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•
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by completing, signing, dating and returning the enclosed proxy card (or voting instruction card) in the enclosed postage-paid envelope; or
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•
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by attending the annual meeting and voting their shares.
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Q:
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If a stockholder is not going to attend the annual meeting, should that stockholder return its proxy card or otherwise vote its shares?
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A:
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Yes. Returning the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee) or voting by calling the toll-free number shown on the proxy card (or voting instruction card) or visiting the website shown on the proxy card (or voting instruction card) to submit a proxy via the Internet ensures that the shares will be represented and voted at the annual meeting, even if the stockholder will be unable to, or does not, attend.
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Q:
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If a stockholder's shares are held in "street name" through its bank, broker, or other nominee, will that bank, broker or other nominee vote those shares?
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A:
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Banks, brokers, or other nominees will not vote shares of a stockholder with respect to Proposal No. 1 unless the stockholder instructs its bank, broker or other nominee how to vote. A stockholder should follow the directions on the voting instruction card provided by its bank, broker, or other nominee regarding how to instruct its bank, broker, or other nominee to vote its shares. If a stockholder does not provide its bank, broker, or other nominee with instructions, under New York Stock Exchange ("NYSE") rules, that bank, broker, or other nominee will not be authorized to vote with respect to Proposal No. 1, but may vote in its discretion with respect to Proposal No. 2.
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Q:
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Can a stockholder change or revoke its proxy after mailing its proxy card?
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A:
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Yes. If a stockholder has properly completed and submitted its proxy card, that stockholder can change or revoke its proxy vote in any of the following ways:
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•
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by filing with our Corporate Secretary an instrument in writing revoking the proxy;
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•
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by filing with our Corporate Secretary a duly executed proxy bearing a later date;
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•
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by logging onto the website specified on the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee) in the same manner a stockholder would to submit its proxy electronically or by calling the toll-free number specified on the proxy card (or voting instruction card) prior to the annual
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•
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by attending the annual meeting and voting in person.
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Q:
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What should stockholders do now?
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A:
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After carefully reading and considering the information contained in this proxy statement, stockholders should complete their proxies or voting instruction cards as soon as possible so that their shares will be represented and voted at the annual meeting. Stockholders should follow the instructions set forth on the enclosed proxy card (or the voting instruction card if a stockholder received its proxy materials from a bank, broker, or other nominee).
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Q:
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Who can answer my questions?
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A:
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If you have any questions about the annual meeting, need assistance in voting your shares or need additional copies of this proxy statement or the proxy card (or voting instruction card if you received your proxy materials from a bank, broker, or other nominee), you should contact:
|
Name
|
|
Age
|
|
Position
|
Mr. Steven J. Gilbert
|
|
71
|
|
Chairman of the Board
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Mr. Douglas F. Bauer
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57
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Chief Executive Officer and Director
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Mr. Lawrence B. Burrows
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66
|
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Independent Director
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Mr. Daniel S. Fulton
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70
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Independent Director
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Ms. Vicki D. McWilliams
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61
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Independent Director
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Ms. Constance B. Moore
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63
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Independent Director
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Mr. Thomas B. Rogers
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79
|
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Independent Director
|
ü
|
Separate independent Chairman of our Board of Directors and Chief Executive Officer ("CEO")
|
|
|
ü
|
All directors are independent under NYSE standards, except CEO
|
|
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ü
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Audit, Compensation and Nominating and Corporate Governance Committees are each comprised solely of independent directors
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|
|
ü
|
Annual election of directors
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|
|
ü
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Majority voting in uncontested director elections
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|
|
ü
|
Director resignation policy requiring incumbent directors who are not re-elected to tender promptly a written offer of resignation
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ü
|
Stock ownership guidelines for our directors and executive officers
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|
|
ü
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Policy for recoupment of executive officer incentive based compensation in the event of certain restatements of our financial results
|
|
|
ü
|
Regular executive sessions of independent directors
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Name
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|
Audit
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|
Compensation
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Nominating and Corporate Governance
|
Lawrence B. Burrows
|
|
|
|
|
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X
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Daniel S. Fulton
|
|
X
|
|
X
|
|
|
Steven J. Gilbert
|
|
|
|
X
|
|
X*
|
Vicki D. McWilliams
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|
X
|
|
X
|
|
|
Constance B. Moore
|
|
X
|
|
X*
|
|
|
Thomas B. Rogers
|
|
X*
|
|
|
|
X
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•
|
our financial reporting, auditing and internal control activities;
|
•
|
the integrity and audits of our financial statements;
|
•
|
our compliance with legal and regulatory requirements;
|
•
|
the qualifications and independence of our independent auditors;
|
•
|
the performance of our internal audit function and independent auditors; and
|
•
|
our overall risk exposure and management.
|
•
|
annually reviewing and assessing the adequacy of the Audit Committee charter and the performance of the Audit Committee;
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•
|
being responsible for the appointment, retention and termination of our independent auditors and determining the compensation of our independent auditors;
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•
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reviewing with the independent auditors the plans and results of the audit engagement;
|
•
|
evaluating the qualifications, performance and independence of our independent auditors;
|
•
|
having sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor;
|
•
|
reviewing the adequacy of our internal accounting controls;
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•
|
periodically reviewing with management our cybersecurity program;
|
•
|
meeting at least quarterly with our senior management team, internal audit staff and independent auditors in separate executive sessions; and
|
•
|
preparing the Audit Committee report required by SEC regulations to be included in our annual proxy statement.
|
•
|
assists our Board of Directors in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans;
|
•
|
administers, reviews and makes recommendations to our Board of Directors regarding our compensation plans;
|
•
|
annually reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer's performance in light of such goals and objectives to set each executive officer's annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by our Board of Directors;
|
•
|
provides oversight of management's decisions regarding the performance, evaluation and compensation of other officers;
|
•
|
reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy and our executive officers' compensation;
|
•
|
assists management in complying with our proxy statement and annual report disclosure requirements;
|
•
|
discusses with management the compensation discussion and analysis required by SEC regulations; and
|
•
|
prepares a report on executive compensation to be included in our annual proxy statement.
|
•
|
identifies individuals qualified to become members of our Board of Directors and ensures that our Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds;
|
•
|
develops, and recommends to our Board of Directors for its approval, qualifications for director candidates and periodically reviews these qualifications with our Board of Directors;
|
•
|
reviews the committee structure of our Board of Directors and recommends directors to serve as members or chairs of each committee of our Board of Directors;
|
•
|
reviews and recommends committee slates annually and recommends additional committee members to fill vacancies as needed;
|
•
|
develops and recommends to our Board of Directors a set of corporate governance guidelines applicable to us and, at least annually, reviews such guidelines and recommends changes to our Board of Directors for approval as necessary; and
|
•
|
oversees the annual self-evaluations of our Board of Directors and management.
|
•
|
if the person submitting the communication is a stockholder, a statement of the number of shares of our common stock that the person holds;
|
•
|
if the person submitting the communication is not a stockholder, the nature of the person's interest in us;
|
•
|
any special interest, meaning an interest not in the capacity as a stockholder, of the person in the subject matter of the communication; and
|
•
|
the address, telephone number and e-mail address, if any, of the person submitting the communication.
|
•
|
Douglas F. Bauer, CEO
|
•
|
Thomas J. Mitchell, President and Chief Operating Officer ("COO")
|
•
|
Michael D. Grubbs, Chief Financial Officer ("CFO") and Treasurer
|
•
|
David C. Lee, Vice President, General Counsel and Secretary
|
•
|
Glenn J. Keeler, Vice President and Chief Accounting Officer
|
•
|
align the interests of our executive officers with those of our stockholders;
|
•
|
motivate executive officers to grow long-term stockholder value;
|
•
|
reinforce our pay for performance culture by aligning the compensation realized by our executive officers with the achievement of company goals;
|
•
|
provide total compensation opportunities that allow us to attract, retain and motivate talented executive officers; and
|
•
|
promote desired behavior through incentive compensation without encouraging imprudent risk-taking.
|
ü
|
Independent Consultant:
Our Compensation Committee engages an independent compensation consultant that does not provide any other services to us.
|
ü
|
Independent Chairman of the Board of Directors:
We separate the roles of Chairman of the Board of Directors and Chief Executive Officer. This separation allows the Chairman to focus on the effectiveness of our Board of Directors and oversight of our senior management while our CEO focuses on executing our strategy and managing our business.
|
ü
|
Prohibition on Hedging:
We prohibit all directors, officers and employees from engaging in transactions that have the effect of hedging the economic value of their interests in our common equity.
|
ü
|
Clawback Policy:
We have a policy that provides for recoupment of incentive compensation in the event of an accounting restatement and misconduct of an executive officer.
|
ü
|
Equity Grant Time Policy:
We have adopted a policy regarding the timing of equity awards.
|
û
|
Provide Tax Gross Ups on Change in Control Benefits.
|
û
|
Provide Excessive Executive Perquisites.
|
û
|
Provide Tax Gross Ups on Perquisites or Benefits.
|
û
|
Guarantee Base Salary Increases or Incentive Payments for Executives.
|
û
|
Allow for Re-Pricing of Underwater Stock Options without Stockholder Approval.
|
•
|
Base salary.
The base salaries of our executive officers are intended to provide a competitive level of fixed compensation in order to attract, retain, and motivate talented executive officers. Base salaries are generally set based on each executive officer’s responsibilities, performance, skills, and experience as compared with relevant market data.
|
•
|
Annual Incentive Program.
In furtherance of our compensation philosophy to award incentive bonuses based on performance, we design our annual incentive programs to motivate and reward executive officers for achieving pre-established company financial performance objectives.
|
•
|
Long-term Incentive Awards.
The Compensation Committee believes that a substantial portion of each executive officer's compensation should be in the form of long-term equity incentive compensation. While our annual incentive programs reward executive officers for actions that impact short- and mid-term performance, the Compensation Committee recognizes that long-term equity incentive awards also serve the interests of our stockholders by:
|
◦
|
giving these key employees the opportunity to participate in the long-term appreciation of our common stock;
|
◦
|
encouraging executive officers to create and sustain stockholder value over longer periods because the value of equity awards is directly attributable to changes in the price of our common stock over time; and
|
◦
|
promoting executive officer retention because the full value of equity awards cannot be realized until vesting occurs, which generally requires continued employment for multiple years.
|
Pay Element
|
|
Purpose
|
|
2018 Description
|
|
|
|
|
|
Base Salary
|
|
Provide a competitive level of fixed compensation to attract, retain and motivate talented executive officers
|
|
The Compensation Committee reviewed fixed cash compensation levels and made adjustments depending on the executive officer’s responsibilities, performance, skills, and experience as compared to relevant market data.
|
|
|
|
|
|
Annual Cash Incentive
|
|
Motivate and reward executive officers for achieving pre-established company performance goals
|
|
The Compensation Committee approved cash performance awards for our NEOs under the 2013 LTIP with a performance period of January 1, 2018 to December 31, 2018. Actual payout amounts were based on the Company's level of achievement of the 2018 fiscal year adjusted pre-tax income annual incentive performance objective (equal to the Company's business plan) established by the Compensation Committee.
|
|
|
|
|
|
Long-term Incentive
|
|
Motivate and reward executive officers' contributions to enhancing long-term stockholder value and the achievement of long-term business objectives; encourage executive retention
|
|
Messrs. Bauer, Mitchell, and Grubbs were granted a mix of performance-based and time-based RSUs, with 60% of the awards in the form of performance-based RSUs (at target performance) and 40% of the awards in the form of time-based RSUs. This mix of performance-based and time-based incentives is consistent with our peers and balances performance and retention objectives. The performance-based RSUs have a performance period from January 1, 2018 to December 31, 2020 and are allocated in equal parts to two separate performance metrics: (i) TSR, with vesting based on our TSR relative to our peer-group; and (ii) earnings per share ("EPS"). The Compensation Committee believes these performance metrics reward appropriately for Company performance over time and align the executive's interests with those of our stockholders. The long-term incentive awards for Messrs. Lee and Keeler were 100% time-based RSUs. The award values for Messrs. Lee and Keeler are intended to reflect their individual performance, contributions, responsibilities, skills, and experience.
|
Executive
|
|
2018
Base Salary
|
|
2017
Base Salary
|
|
%
Increase
|
||||
Douglas F. Bauer
|
|
$
|
800,000
|
|
|
$
|
775,000
|
|
|
3%
|
Thomas J. Mitchell
|
|
$
|
770,000
|
|
|
$
|
745,000
|
|
|
3%
|
Michael D. Grubbs
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
0%
|
David C. Lee
|
|
$
|
500,000
|
|
|
—
(1)
|
|
|
—
(1)
|
|
Glenn J. Keeler
|
|
$
|
290,000
|
|
|
$
|
280,000
|
|
|
4%
|
(1)
|
Mr. Lee became an executive officer of the Company in January 2018 in connection with his appointment as Vice President, General Counsel and Secretary.
|
|
|
2018 Annual Incentive Target
|
|
2017 Annual Incentive Target
|
||||||||
Executive
|
|
% of Salary
|
|
$
|
|
% of Salary
|
|
$
|
||||
Douglas F. Bauer
|
|
160%
|
|
$
|
1,280,000
|
|
|
140%
|
|
$
|
1,085,000
|
|
Thomas J. Mitchell
|
|
160%
|
|
$
|
1,232,000
|
|
|
140%
|
|
$
|
1,043,000
|
|
Michael D. Grubbs
|
|
125%
|
|
$
|
750,000
|
|
|
120%
|
|
$
|
720,000
|
|
David C. Lee
|
|
25%
|
|
$
|
125,000
|
|
|
—
(1)
|
|
—
(1)
|
|
|
Glenn J. Keeler
|
|
75%
|
|
$
|
217,500
|
|
|
75%
|
|
$
|
210,000
|
|
(1)
|
Mr. Lee became an executive officer of the Company in January 2018 in connection with his appointment as Vice President, General Counsel and Secretary.
|
Performance Objective Achievement Level
|
% of Business Plan
|
NEO Payout
(as % of 2018 Annual Incentive Target)
|
Below Threshold
|
Below 75%
|
0%
|
Threshold
|
75%
|
50%
|
Target
|
100%
|
100%
|
Maximum
|
125%
|
200%
|
|
|
2018 Annual Incentive Payout
|
||||||
Annual Incentive Based on Pre-tax Income
|
|
% of Target
|
|
% of Salary
|
|
$
|
||
Douglas F. Bauer
|
|
124.4%
|
|
199.2%
|
|
$
|
1,593,600
|
|
Thomas J. Mitchell
|
|
124.4%
|
|
199.2%
|
|
$
|
1,533,840
|
|
Michael D. Grubbs
|
|
124.4%
|
|
155.6%
|
|
$
|
933,750
|
|
David C. Lee
|
|
124.4%
|
|
31.1%
|
|
$
|
155,625
|
|
Glenn J. Keeler
|
|
124.4%
|
|
93.4%
|
|
$
|
270,788
|
|
|
|
2018 Long-term Incentive Award Target Values
|
||||||||||
Executive
|
|
Performance- Based RSUs
|
|
Time-Based RSUs
|
|
Total
|
||||||
Douglas F. Bauer
|
|
$
|
1,560,000
|
|
|
$
|
1,040,000
|
|
|
$
|
2,600,000
|
|
Thomas J. Mitchell
|
|
$
|
1,500,000
|
|
|
$
|
1,000,000
|
|
|
$
|
2,500,000
|
|
Michael D. Grubbs
|
|
$
|
720,000
|
|
|
$
|
480,000
|
|
|
$
|
1,200,000
|
|
David C. Lee
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Glenn J. Keeler
|
|
$
|
—
|
|
|
$
|
244,575
|
|
|
$
|
244,575
|
|
•
|
at threshold performance, the NEO will vest in 25% of the performance-based RSUs, representing 50% of the target value of the performance-based RSUs on the grant date;
|
•
|
at target performance, the NEO will vest in 50% of the performance-based RSUs, representing 100% of the target value of the performance-based RSUs on the grant date;
|
•
|
at maximum performance, the NEO will vest in 100% of the performance-based RSUs, representing 200% of the target value of the performance-based RSUs on the grant date;
|
•
|
the percentage of the performance-based RSUs that will vest if our performance is between the threshold, target, and maximum performance levels will be determined by straight line interpolation; and
|
•
|
achievement below threshold would result in vesting of zero of the performance-based RSUs.
|
Performance Level
|
The Company’s TSR Percentile on Vesting Date
|
Percentage of Award that Vests
|
Maximum
|
75
th
TSR Percentile and Above
|
100%
|
Target
|
50
th
TSR Percentile
|
50%
|
Threshold
|
35
th
TSR Percentile
|
25%
|
Below Threshold
|
Below 35
th
TSR Percentile
|
0%
|
Performance Level
|
The Company’s Cumulative EPS
|
Percentage of Award that Vests
|
Maximum
|
125% of Cumulative EPS Plan and Above
|
100%
|
Target
|
100% of Cumulative EPS Plan
|
50%
|
Threshold
|
75% of Cumulative EPS Plan
|
25%
|
Below Threshold
|
Below 75% of Cumulative EPS Plan
|
0%
|
•
|
Base Salary.
Our Board of Directors approved a 2019 base salary increase for Mr. Keeler of $35,000 based on competitive market practices for executive officers in a similar role. Our Board of Directors did not make any changes to the 2019 base salaries for the other NEOs.
|
•
|
Annual Cash Incentive Program.
Our Board of Directors approved a target annual incentive percentage increase for Mr. Lee, increasing his 2019 target annual incentive percentage to 35% from 25% in 2018. Our Board of Directors did not make any changes to the target annual incentive percentages for the other NEOs. The payout amounts, if any, may range from 0% to 200% of the target annual incentive based on the Company's achievement of an adjusted pre-tax income performance objective and will be calculated based on percentages of each officer's target.
|
•
|
Long-Term Incentive Program.
|
Performance Level
|
The Company's TSR Percentile on Vesting Date
|
Percentage of Award that Vests
|
Maximum
|
75
th
TSR Percentile and Above
|
100%
|
Target
|
55
th
TSR Percentile
|
50%
|
Threshold
|
35
th
TSR Percentile
|
37.5%
|
Below Threshold
|
Below 35
th
TSR Percentile
|
0%
|
•
|
the amount of any incentive compensation awarded to, or received by, a covered executive during the three-year period preceding the date on which we are required to prepare the accounting restatement would have been lower (and not earned) had it been calculated based on the restated financial results; and
|
•
|
the executive engaged in fraud, intentional misconduct or gross negligence, the Compensation Committee will seek to recoup from the executive the after-tax portion of the difference between the awarded compensation and the actual compensation.
|
Name of Beneficial Owner
|
|
Shares Beneficially Owned
(1)
|
|
Percentage
(2)
|
Directors and Executive Officers:
|
|
|
|
|
Douglas F. Bauer
(3)
|
|
977,236
|
|
*
|
Lawrence B. Burrows
|
|
54,805
|
|
*
|
Daniel S. Fulton
(4)
|
|
76,342
|
|
*
|
Steven J. Gilbert
|
|
65,480
|
|
*
|
Vicki D. McWilliams
|
|
6,677
|
|
*
|
Constance B. Moore
|
|
66,269
|
|
*
|
Thomas B. Rogers
|
|
62,770
|
|
*
|
Michael D. Grubbs
(5)
|
|
364,513
|
|
*
|
Glenn J. Keeler
|
|
11,159
|
|
*
|
David C. Lee
|
|
582
|
|
*
|
Thomas J. Mitchell
(6)
|
|
879,625
|
|
*
|
All directors and current executive officers as a group (11 persons)
|
|
2,565,458
|
|
1.8%
|
5% or more Stockholders:
|
|
|
|
|
BlackRock, Inc.
(7)(8)
|
|
17,645,317
|
|
12.4%
|
Dimensional Fund Advisors LP
(7)(9)
|
|
12,757,242
|
|
9.0%
|
FMR LLC
(7)(10)
|
|
11,504,235
|
|
8.1%
|
Hotchkis and Wiley Capital Management, LLC
(7)(11)
|
|
8,450,228
|
|
5.9%
|
T. Rowe Price Associates, Inc.
(7)(12)
|
|
8,565,545
|
|
6.0%
|
The Vanguard Group
(7)(13)
|
|
13,243,175
|
|
9.3%
|
Wellington Management Group LLP
(7)(14)
|
|
13,784,491
|
|
9.7%
|
(1)
|
Beneficial ownership includes the following shares that the directors and executive officers could acquire by exercising stock options on or within 60 days of March 1, 2019: Mr. Bauer: 146,921; Mr. Gilbert: 3,699; Mr. Grubbs: 144,278; and Mr. Mitchell: 145,600. For each of Messrs. Burrows, Fulton, Gilbert, and Rogers and Ms. Moore, the beneficial ownership also includes 8,182 RSUs that vest on or within 60 days of March 1, 2019. For Ms. McWilliams, the beneficial ownership includes 6,677 RSUs that vest on or within 60 days of March 1, 2019. For all directors and current executive officers as a group, these stock options and RSUs represent an aggregate of 488,085 shares.
|
(2)
|
The percentages are calculated based on 142,210,147 shares of our common stock outstanding and entitled to vote as of March 1, 2019. For each person, separately, his or her percentage is calculated by including his or her options and RSUs set forth in Footnote (1) above in both the numerator and denominator, and for the directors and current executive officers as a group, the percentage is calculated by including the stock options and RSUs set forth in Footnote (1) above in both the numerator and denominator.
|
(3)
|
Amount includes 830,315 shares are held in trust for the benefit of Mr. Bauer and his immediate family. Mr. Bauer has sole voting and dispositive power with respect to 146,921 shares and shared voting and dispositive power with respect to 830,315 shares.
|
(4)
|
Amount includes 30,073 shares held in a joint account with Mr. Fulton's spouse. Mr. Fulton has sole voting and dispositive power with respect to 46,269 shares and shared voting and dispositive power with respect to 30,073 shares.
|
(5)
|
Amount includes 197,149 shares are held in trust for the benefit of Mr. Grubbs and his immediate family. Mr. Grubbs has sole voting and dispositive power with respect to 167,364 shares and shared voting and dispositive power with respect to 197,149 shares.
|
(6)
|
Amount includes 610,000 shares are held in trust for the benefit of Mr. Mitchell and his immediate family. Mr. Mitchell has sole voting and dispositive power with respect to 269,625 shares and shared voting and dispositive power with respect to 610,000 shares.
|
(7)
|
The beneficial ownership figures for the 5% or more stockholders were taken from their respective Schedule 13G or Schedule 13G/A filings with the SEC.
|
(8)
|
According to the Schedule 13G/A filed on January 31, 2019, BlackRock, Inc. has sole voting power with respect to 17,270,734 shares and sole dispositive power with respect to 17,645,317 shares. Its address is 55 East 52nd Street, New York, NY 10022.
|
(9)
|
According to the Schedule 13G/A filed on February 8, 2019, Dimensional Fund Advisors LP has sole voting power with respect to 12,556,932 shares and sole dispositive power with respect to 12,757,242 shares. Its address is Building One, 6300 Bee Cave Road, Austin, TX 78746.
|
(10)
|
According to the Schedule 13G filed on February 13, 2019, FMR LLC has sole voting power with respect to 752 shares and sole dispositive power with respect to 11,504,235 shares. Its address is 245 Summer Street, Boston, MA 02210.
|
(11)
|
According to the Schedule 13G/A filed on February 13, 2019, Hotchkis and Wiley Capital Management, LLC has sole voting power with respect to 7,671,338 shares and sole dispositive power with respect to 8,450,228 shares. Its address is 725 S. Figueroa Street 39th Fl., Los Angeles, CA 90017.
|
(12)
|
According to Schedule 13G, filed on February 14, 2019, T. Rowe Price Associates, Inc. has sole voting power with respect to 1,758,595 shares and sole dispositive power with respect to 8,565,545 shares. Its address is 100 E. Pratt Street, Baltimore, MD 21202.
|
(13)
|
According to the Schedule 13G/A filed on February 12, 2019, The Vanguard Group has sole voting power with respect to 150,374 shares, sole dispositive power with respect to 13,090,506 shares, shared voting power with respect to 18,092 shares, and shared dispositive power with respect to 152,669 shares. Its address is 100 Vanguard Blvd., Malvern, PA 19355.
|
(14)
|
According to the Schedule 13G filed on February 12, 2019, Wellington Management Group LLP has shared voting power with respect to 7,997,895 shares and shared dispositive power with respect to 13,784,491 shares. Its address is 280 Congress Street, Boston, MA 2210.
|
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
|
4,295,753
|
|
$ 3.24
(1)
|
|
6,455,011
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
4,295,753
|
|
$ 3.24
(1)
|
|
6,455,011
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)
(1)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
All Other Compensation ($)
|
|
Total ($)
|
Douglas F. Bauer
Chief Executive Officer |
|
2018
|
|
793,269
|
|
—
|
|
2,830,216
|
|
—
|
|
1,593,600
(2)
|
|
34,305
(3)
|
|
5,251,391
|
|
2017
|
|
754,808
|
|
—
|
|
2,614,175
|
|
—
|
|
1,272,705
|
|
29,640
|
|
4,671,328
|
|
|
2016
|
|
673,077
|
|
—
|
|
2,455,747
|
|
—
|
|
1,108,380
|
|
29,070
|
|
4,266,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Mitchell
President and Chief Operating Officer |
|
2018
|
|
763,269
|
|
—
|
|
2,721,347
|
|
—
|
|
1,533,840
(2)
|
|
16,210
(4)
|
|
5,034,667
|
|
2017
|
|
726,154
|
|
—
|
|
2,513,617
|
|
—
|
|
1,223,439
|
|
15,810
|
|
4,479,020
|
|
|
2016
|
|
648,077
|
|
—
|
|
2,361,284
|
|
—
|
|
1,067,795
|
|
15,660
|
|
4,092,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael D. Grubbs
Chief Financial Officer and Treasurer |
|
2018
|
|
600,000
|
|
—
|
|
1,306,234
|
|
—
|
|
933,750
(2)
|
|
14,350
(5)
|
|
2,854,334
|
|
2017
|
|
586,539
|
|
—
|
|
1,206,539
|
|
—
|
|
844,560
|
|
13,950
|
|
2,651,587
|
|
|
2016
|
|
536,539
|
|
—
|
|
1,038,962
|
|
—
|
|
746,460
|
|
13,800
|
|
2,335,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Lee
(6)
VP – General Counsel and Secretary |
|
2018
|
|
471,154
|
|
50,000
(7)
|
|
49,990
|
|
—
|
|
155,625
(2)
|
|
8,250
|
|
735,019
|
|
2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenn J. Keeler
VP – Chief Accounting Officer |
|
2018
|
|
287,308
|
|
—
|
|
244,563
|
|
—
|
|
270,788
(2)
|
|
8,500
|
|
811,159
|
|
2017
|
|
274,616
|
|
—
|
|
230,432
|
|
—
|
|
246,330
|
|
8,100
|
|
759,478
|
|
|
2016
|
|
257,308
|
|
—
|
|
202,992
|
|
—
|
|
254,280
|
|
7,950
|
|
722,530
|
(1)
|
In accordance with SEC rules, the amount shown is the aggregate grant date fair value for awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718. The grant date fair value of performance-based RSU awards is based on the probable outcome of the performance-based conditions, determined as of the grant date. The maximum potential payout for the performance-based RSU awards is 200% of the target award on the grant date. The target values of the performance-based RSU awards for 2018 determined as of the date of grant for Messrs. Bauer, Mitchell and Grubbs was $1,560,000, $1,500,000 and $720,000, respectively. The maximum values of the performance-based RSU awards for 2018 determined as of the date of grant for Messrs. Bauer, Mitchell, and Grubbs was $3,120,000, $3,000,000, and $1,440,000, respectively. No performance-based RSU awards were made in 2018 to Messrs. Lee or Keeler. Amounts shown do not reflect compensation actually received or that may be realized in the future by the executive officer. For a discussion of the assumptions relating to the valuation of the awards, please see
Note 14. Stock-Based Compensation
to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
|
(2)
|
Represents the amount earned under our 2018 non-equity, annual cash incentive compensation plan, as described in further detail above in "Compensation Discussion and Analysis."
|
(3)
|
Represents the amount paid by us in 2018 for club membership dues for the NEO ($22,875), contributions to defined contribution plan ($8,250) and the reimbursement of life insurance premiums ($3,180).
|
(4)
|
Represents contributions to defined contribution plan ($8,250) and the reimbursement of life insurance premiums ($7,710) for the NEO.
|
(5)
|
Represents contributions to defined contribution plan ($8,250) and the reimbursement of life insurance premiums ($5,850) for the NEO.
|
(6)
|
Mr. Lee became an executive officer of the Company in January 2018 in connection with his appointment as Vice President, General Counsel and Secretary.
|
(1)
|
In accordance with SEC rules, the amount shown is the aggregate grant date fair value for awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718. The grant date fair value of performance-based RSU awards is based on the probable outcome of the performance-based conditions, determined as of the grant date. The maximum potential payout for the performance-based RSU awards is 200% of the target award as of the grant date. The target values of the performance-based RSU awards for 2018 determined as of the date of grant for Messrs. Bauer, Mitchell and Grubbs was $1,560,000, $1,500,000 and $720,000, respectively. The maximum values of the performance-based RSU awards for 2018 determined as of the date of grant for Messrs. Bauer, Mitchell, and Grubbs was $3,120,000, $3,000,000, and $1,440,000, respectively. Amounts shown do not reflect compensation actually received or that may be realized in the future by the executive officer. For a discussion of the assumptions relating to the valuation of the awards, please see
Note 14. Stock-Based Compensation
to our audited consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2018.
|
•
|
an annual base salary equal to $600,000 (Mr. Bauer); $575,000 (Mr. Mitchell), and $500,000 (Mr. Grubbs), subject to increase in the discretion of our Board of Directors or a committee of our Board of Directors;
|
•
|
eligibility for annual cash performance bonuses targeted at 110% of the executive's base salary on terms and conditions determined by our Board of Directors or a committee of our Board of Directors;
|
•
|
eligibility to receive stock options and other equity incentive grants as determined by our Board of Directors or a committee of our Board of Directors; and
|
•
|
entitlement to all rights and benefits to which the executive is entitled under our benefits and compensation practices that are in effect from time to time and provided to our executive employees generally, as well as benefits provided to the executive consistent with past practices; provided we are not obligated to adopt or maintain any benefits or compensation practices at any time.
|
•
|
Reflected the annual base salaries of the executives as approved by our Board of Directors of $800,000 for Mr. Bauer, $770,000 for Mr. Mitchell, and $600,000 for Mr. Grubbs, subject to increase in the discretion of our Board of Directors or a committee of our Board of Directors;
|
•
|
Specified that the executives are eligible for annual cash performance bonuses targeted at 160% (Mr. Bauer); 160% (Mr. Mitchell); and 125% (Mr. Grubbs) of the executives' base salaries or such other amount as determined in the sole discretion of the Board of Directors or a committee of the Board of Directors;
|
•
|
Revised the definition of change in control to include certain changes to the composition of our Board of Directors and percentage thresholds;
|
•
|
Extended the time period for a covered termination to 3 months prior to and 24 months following a change in control;
|
•
|
Specified that notwithstanding anything set forth in an award agreement or incentive plan to the contrary, in the event of a covered termination, the executive will also be entitled to (i) a pro rata portion of the executive’s annual bonus for the fiscal year in which the termination occurs based on actual achievement of the applicable bonus objectives and/or conditions determined by the Board of Directors or a committee of the Board of Directors for that year; and (ii) health care coverage pursuant to COBRA through the earlier of (a) the 24-month anniversary of the date of his termination of employment, and (b) the date he and his covered dependents become eligible for healthcare coverage under another employer's plan(s); and (iii) payment or reimbursement of the premiums to maintain his life and disability insurance coverage through the 24-month anniversary date of his termination of employment; and
|
•
|
Specified that in the event that the executive’s employment is terminated due to death or disability, the executive or his beneficiaries or estate will be entitled to receive an amount equal to the executive’s target bonus for the fiscal year in which the termination occurs plus, if employment is terminated due to a disability, the Company will directly pay, or reimburse, the executive for (i) the premium for executive and his dependents to maintain continued health care coverage pursuant to COBRA through the earlier of (a) the 24-month anniversary of the date of his termination of employment, and (b) the date he and his covered dependents become eligible for healthcare coverage under another employer's plan(s); and (ii) the premiums to maintain the executive’s life and disability insurance coverage through the 24-month anniversary date of his termination of employment.
|
•
|
If (i) the closing of the change in control transaction occurs on or before January 1, 2019, (ii) the executive remains continuously by us through the date of the closing of the change in control transaction, and (iii) the award is not assumed in full by the acquiring or successor company or its affiliate upon the closing of the change in control or otherwise expressly continued in full force and effect pursuant to the terms of the change in control transaction, 50% of the RSUs granted pursuant to the award will date of the closing of the change in control.
|
•
|
If (i) the closing of the change in control transaction occurs on or before January 1, 2019, (ii) the executive remains continuously employed by us through the date of the closing of the change in control transaction, and (iii) the award is assumed in full by the acquiring
|
•
|
If (i) the closing of the change in control transaction occurs after January 1, 2019, (ii) the executive remains continuously employed by us through the date of the closing of the change in control transaction, and (iii) the award is not assumed in full by the acquiring or successor company or its affiliate upon the closing of the change in control or otherwise expressly continued in full force and effect pursuant to the terms of the change in control transaction, the RSU granted pursuant to the award will vest as of the date of the closing of the change in control transaction, but only with respect to a number of RSUs equal to the “change in control units” (as defined in the award agreement).
|
•
|
If (i) the closing of the change in control transaction occurs after January 1, 2019, (ii) the executive remains continuously employed by us through the date of the closing of the change in control transaction, and (iii) the award is assumed in full by the acquiring or successor company or its affiliate upon the closing of the change in control, or is otherwise expressly continued in full force and effect pursuant to the terms of the change in control transaction, the RSUs granted pursuant to the award may become vested, but only with respect to a number of RSUs equal to the “change in control units” (as defined in the award agreement), as follows: if (a) the executive remains continuously employed by us or our successor-in-interest or an affiliate through December 31, 2020, such change in control units shall become fully effective as of the Vesting Date or (b) if the executive suffers a “qualifying termination” before December 31, 2020 and the executive remains continuously employed by us or our successor-in-interest or an affiliate through the date of such qualifying termination, the change in control units will become vested upon the effective date of the qualifying termination.
|
•
|
If (i) the executive remains continuously employed by us through the closing of the change in control transaction, and (ii) the award is not assumed in full by the acquiring or successor company or its affiliate upon closing of the change in control transaction or otherwise expressly continued in full force and effect pursuant to the terms of the change in control transaction, the RSUs granted pursuant to the award will vest as of the date of the closing of the change in control, but only with respect to a number of RSUs equal to the "change in control units" (as defined in the award agreement).
|
•
|
If (i) the executive remains continuously employed by us through the closing of the change in control transaction, and (ii) the award is assumed in full by the acquiring or successor company or its affiliate upon the closing, or is otherwise expressly continued in full force and effect pursuant to the terms of the change in control transaction, the RSUs granted pursuant to the award may become vested, but only with respect a number of RSUs equal to the change in control units (as defined in the award agreement), as
|
Name
|
Payments and Benefits
|
Involuntary Termination For Cause or Voluntary Termination Other Than for Good Reason ($)
|
Involuntary Termination Without Cause or Voluntary Termination for Good Reason ($)
|
Change in Control Without Termination ($)
|
Change in Control With Voluntary Termination for Good Reason or Involuntary Termination Without Cause ($)
|
Death or Disability ($)
|
Douglas F. Bauer
|
Severance
|
—
|
4,160,000
|
—
|
6,240,000
|
1,593,600
|
Equity awards
|
—
|
—
|
4,074,234
|
4,074,234
|
1,194,150
|
|
|
Health benefits
|
—
|
36,000
|
—
|
36,000
|
—
|
|
Total
|
—
|
4,196,000
|
4,074,234
|
10,350,234
|
2,787,750
|
Thomas J. Mitchell
|
Severance
|
—
|
3,003,000
|
—
|
5,005,000
|
1,533,840
|
Equity awards
|
—
|
—
|
3,917,509
|
3,917,509
|
1,148,219
|
|
|
Health benefits
|
—
|
36,000
|
—
|
36,000
|
—
|
|
Total
|
—
|
3,039,000
|
3,917,509
|
8,958,509
|
2,682,059
|
Michael D. Grubbs
|
Severance
|
—
|
2,093,265
|
—
|
3,488,775
|
933,750
|
Equity awards
|
—
|
—
|
1,866,522
|
1,866,522
|
395,193
|
|
|
Health benefits
|
—
|
36,000
|
—
|
36,000
|
—
|
|
Total
|
—
|
2,129,265
|
1,866,522
|
5,391,297
|
1,328,943
|
David C. Lee
|
Severance
|
—
|
625,000
|
—
|
625,000
|
155,625
|
Equity awards
|
—
|
—
|
32,254
|
32,254
|
—
|
|
|
Health benefits
|
—
|
24,000
|
—
|
24,000
|
—
|
|
Total
|
—
|
649,000
|
32,254
|
681,254
|
155,625
|
Glenn J. Keeler
|
Severance
|
—
|
540,305
|
—
|
540,305
|
270,788
|
Equity awards
|
—
|
—
|
367,084
|
367,084
|
—
|
|
|
Health benefits
|
—
|
24,000
|
—
|
24,000
|
—
|
|
Total
|
—
|
564,305
|
367,084
|
931,389
|
270,788
|
|
Option Awards
|
|
Stock Awards
|
||||||
Name
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
Douglas F. Bauer
|
94,067
(1)
|
—
|
17.00
|
1/30/2023
|
|
|
|
|
|
52,854
(2)
|
—
|
16.17
|
4/7/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,048
(3)
|
361,215
|
|
|
|
|
|
|
|
|
57,301
(4)
|
626,300
|
|
|
|
|
|
|
|
|
32,232
(5)
|
352,290
|
|
|
|
|
|
|
|
|
128,925
(5)
|
1,409,150
|
|
|
|
|
|
|
|
|
61,393
(6)
|
671,025
|
|
|
|
|
|
|
|
|
23,023
(7)
|
251,636
|
|
|
|
|
|
|
|
|
92,089
(7)
|
1,006,533
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Mitchell
|
94,067
(1)
|
—
|
17.00
|
1/30/2023
|
|
|
|
|
|
51,533
(2)
|
—
|
16.17
|
4/7/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,776
(3)
|
347,312
|
|
|
|
|
|
|
|
|
55,097
(4)
|
602,210
|
|
|
|
|
|
|
|
|
30,992
(5)
|
338,740
|
|
|
|
|
|
|
|
|
123,966
(5)
|
1,354,948
|
|
|
|
|
|
|
|
|
59,031
(6)
|
645,209
|
|
|
|
|
|
|
|
|
22,137
(7)
|
241,957
|
|
|
|
|
|
|
|
|
88,547
(7)
|
967,819
|
|
|
|
|
|
|
|
|
|
|
Michael D. Grubbs
|
94,067
(1)
|
—
|
17.00
|
1/30/2023
|
|
|
|
|
|
50,211
(2)
|
—
|
16.17
|
4/7/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,982
(3)
|
152,823
|
|
|
|
|
|
|
|
|
26,447
(4)
|
289,066
|
|
|
|
|
|
|
|
|
14,876
(5)
|
162,595
|
|
|
|
|
|
|
|
|
59,504
(5)
|
650,379
|
|
|
|
|
|
|
|
|
28,335
(6)
|
309,702
|
|
|
|
|
|
|
|
|
10,626
(7)
|
116,139
|
|
|
|
|
|
|
|
|
42,502
(7)
|
464,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Lee
|
|
|
|
|
|
|
|
2,951
(6)
|
32,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenn J. Keeler
|
|
|
|
|
|
|
|
6,451
(3)
|
70,509
|
|
|
|
|
|
|
|
12,697
(4)
|
138,778
|
|
|
|
|
|
|
|
|
|
14,437
(6)
|
157,796
|
(1)
|
1/30/2013 stock option grant.
|
(2)
|
4/7/2014 stock option grant.
|
(3)
|
3/1/2016 RSU award; the remaining award vested on 3/1/2019.
|
(4)
|
2/27/2017 RSU award; one third of the award vested on 2/27/2019 and the remaining one third vests on 2/27/2020.
|
(5)
|
2/27/2017 RSU award that vests, if at all, on 12/31/2019 based on the achievement of certain performance metrics.
|
(6)
|
2/22/2018 RSU award; one third of the award vested on 2/22/2019 and one third vests on each of 2/22/2020 and 2/22/2021, respectively.
|
(7)
|
2/22/2018 RSU award that vests, if at all, on 12/31/2020 based on the achievement of certain performance metrics.
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
(1)
|
|
Value Realized on Vesting ($)
(2)
|
Douglas F. Bauer
|
—
|
|
—
|
|
78,142
|
|
2,290,679
|
Thomas J. Mitchell
|
—
|
|
—
|
|
74,374
|
|
2,165,315
|
Michael D. Grubbs
|
—
|
|
—
|
|
46,880
|
|
1,308,392
|
David C. Lee
|
—
|
|
—
|
|
—
|
|
—
|
Glenn J. Keeler
|
—
|
|
—
|
|
11,030
|
|
271,596
|
(1)
|
Represents the net shares acquired after withholding shares for tax obligations.
|
(2)
|
Represents the value of the acquired shares based on the closing stock price on the date of vesting.
|
•
|
the annual total compensation of our CEO, Mr. Bauer, was $5,270,086; and
|
•
|
the annual total compensation of our Median Employee was $124,243.
|
•
|
As of December 31, 2017, our employee population consisted of 1,251 individuals.
|
•
|
We identified our Median Employee by ranking from lowest to highest the amount of total cash compensation paid to each of these employees (other than the CEO) in 2017. We excluded from the ranking eight employees that were hired in the last two weeks of 2017 and received no cash compensation during the year. Total cash compensation consists of all wages, cash bonus payments, and other cash payments representing compensation during the period. We annualized the total cash compensation of 242 full-time and part-time employees included in our employee population who were hired in 2017 but did not work for us the entire year.
|
•
|
We believe total cash compensation is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees, with only approximately 8% of our employees receiving annual equity awards as part of their compensation package in 2017.
|
•
|
We calculated the annual total compensation of our CEO and our Median Employee using the same methodology that we use to calculate the annual total compensation of our named executive officers as set forth in the Fiscal 2018 Summary Compensation Table included elsewhere in this proxy statement, except that, in order to better reflect our employee compensation practices, the annual total compensation for our CEO and for our Median Employee includes the dollar value of non-discriminatory health and welfare benefit contributions made by the Company, which are not required to be reported as compensation for our CEO in the Fiscal 2018 Summary Compensation Table. The difference between our CEO’s annual total compensation reported in the "Total" column of the Fiscal 2018 Summary Compensation Table and the annual total compensation set forth above represents health and welfare benefit contributions (in an amount equal to $18,695). The difference between our Median Employee’s total cash compensation and annual total compensation set forth above
|
Name
|
|
Fees earned or paid in cash ($)
|
|
Stock Awards ($)
(1)
|
|
Total ($)
|
Lawrence B. Burrows
|
|
85,000
|
|
139,994
|
|
224,994
|
Daniel S. Fulton
|
|
101,000
|
|
139,994
|
|
240,994
|
Steven J. Gilbert
|
|
175,000
|
|
139,994
|
|
314,994
|
Vicki D. McWilliams
(2)
|
|
50,500
|
|
109,302
|
|
159,802
|
Constance B. Moore
|
|
111,000
|
|
139,994
|
|
250,994
|
Thomas B. Rogers
|
|
110,000
|
|
139,994
|
|
249,994
|
(1)
|
The amounts reported in this column reflect the aggregate grant date fair value of RSU awards to each of the non-employee directors, computed in accordance with FASB ASC Topic 718. Amounts shown do not reflect compensation actually received or that may be realized in the future by the directors. For a discussion of the assumptions relating to the valuation of the awards, please see
Note 14. Stock Based Compensation
to our audited consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2018.
|
(2)
|
Ms. McWilliams was appointed to our Board of Directors on July 19, 2018 and received a pro-rated RSU award.
|
•
|
an annual cash retainer of $75,000 and a restricted stock award of $140,000 (based upon the closing price on the date of grant);
|
•
|
an additional annual cash retainer of $25,000 to the Chair of the Audit Committee and an additional cash retainer of $16,000 for the other members of the Audit Committee;
|
•
|
an additional annual cash retainer of $20,000 to the Chair of the Compensation Committee and an additional cash retainer of $10,000 for the other members of such committee;
|
•
|
an additional annual cash retainer of $15,000 to the Chair of the Nominating and Corporate Governance Committee and an additional cash retainer of $10,000 for the other members of such committee; and
|
•
|
an additional annual cash retainer of $75,000 to the Chairman of our Board of Directors.
|
Name
|
|
Age
|
|
Position with TRI Pointe
|
Douglas F. Bauer
|
|
57
|
|
Chief Executive Officer
|
Thomas J. Mitchell
|
|
58
|
|
President and Chief Operating Officer
|
Michael D. Grubbs
|
|
60
|
|
Chief Financial Officer and Treasurer
|
Glenn J. Keeler
|
|
42
|
|
Vice President and Chief Accounting Officer
|
David C. Lee
|
|
47
|
|
Vice President, General Counsel and Secretary
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
|
$2,162,000
|
|
|
|
$2,325,214
|
|
Audit-Related Fees
(2)
|
—
|
|
|
—
|
|
||
Tax Fees
(3)
|
293,163
|
|
|
463,328
|
|
||
All Other Fees
(4)
|
2,000
|
|
|
2,000
|
|
||
Total
|
|
$2,457,163
|
|
|
|
$2,790,542
|
|
(1)
|
These are fees for professional services performed by Ernst & Young LLP for the audit of TRI Pointe's annual financial statements, consents and comfort letters and services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
These are fees for assurance and related services performed by Ernst & Young LLP that are reasonably related to the performance of the audit or review of TRI Pointe's financial statements, including consulting on financial accounting/reporting standards.
|
(3)
|
These are fees for professional services performed by Ernst & Young LLP with respect to tax compliance, tax advice and tax planning. This includes the preparation of TRI Pointe's and its consolidated subsidiaries' original and amended tax returns, refund claims, payment planning, tax audit assistance and tax work stemming from "Audit-Related" items.
|
(4)
|
These are fees for other permissible work performed by Ernst & Young LLP that does not meet the above category descriptions.
|
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