D.R. Horton's 2024 Executive Stock Award Details Revealed

Ticker: DHI · Form: DEF 14A · Filed: 2024-12-13T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, executive-compensation, stock-awards

Related Tickers: DHI

TL;DR

DHI proxy shows exec stock awards for FY24 - details on grants, vesting, forfeitures.

AI Summary

D.R. Horton, Inc. (DHI) filed its DEF 14A on December 13, 2024, for the fiscal year ending September 30, 2024. The filing details executive compensation, including stock awards. It reports the fair value of outstanding and unvested stock awards granted in the fiscal year, as well as awards granted in prior years that vested or were forfeited during the 2024 fiscal year.

Why It Matters

This filing provides transparency into how D.R. Horton compensates its top executives through stock awards, offering insight into the company's incentive structures and potential dilution for shareholders.

Risk Assessment

Risk Level: low — This is a routine proxy statement detailing executive compensation and is not indicative of immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose of this DEF 14A filing is to provide shareholders with information regarding the company's annual meeting of stockholders, including details on executive compensation, director nominations, and other corporate governance matters.

What fiscal year does the compensation information in this filing pertain to?

The compensation information detailed in this filing pertains to the fiscal year ending September 30, 2024.

What specific types of stock awards are reported for the fiscal year?

The filing reports on the fair value of outstanding and unvested stock awards granted in the fiscal year, as well as awards granted in prior years that vested or were forfeited during the fiscal year.

Where is D.R. Horton, Inc. headquartered?

D.R. Horton, Inc. is headquartered in Arlington, Texas, with a ZIP code of 76011.

What is the company's Standard Industrial Classification (SIC) code?

The company's Standard Industrial Classification (SIC) code is 1531, which corresponds to Operative Builders.

Filing Stats: 4,402 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-12-13 15:09:08

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 3 ESG and Sustainability 4 Track Record of Board Responsiveness and Commitment to Stockholder Engagement 5 PROPOSAL ONE — ELECTION OF DIRECTORS 6 Information Regarding the Director Nominees 7 Director Nominees 8 CORPORATE GOVERNANCE AND BOARD MATTERS 13 Board Refreshment and Diversity 13 Corporate Governance Standards 14 Board Leadership Structure, Board's Role in Risk Oversight and Board and Committee Meetings 18 Compensation of Directors 22 Director Compensation for Fiscal 2024 23 PROPOSAL TWO — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 24 EXECUTIVE OFFICERS 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 Components of Compensation 30 Other Compensation and Stock Matters 37 Process for Determining Compensation 38 Use of Compensation Peer Group Data 38 Compensation Risk Analysis 39 Compensation Committee Report 40

Executive Compensation Tables

Executive Compensation Tables 41 Summary Compensation Table 41 Grants of Plan-Based Awards 42 Outstanding Equity Awards at Fiscal Year-End 43 Stock Vested 44 Page Nonqualified Deferred Compensation Plans 44 Potential Payments Upon Termination or Change in Control 45 CEO PAY RATIO 48 PAY VERSUS PERFORMANCE 49 INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 52 Audit Fees and All Other Fees 52 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 52 Audit Committee Report 53 PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 54 BENEFICIAL OWNERSHIP OF COMMON STOCK 55 Management 55 Certain Other Beneficial Owners 56 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 57 GENERAL INFORMATION 61 Time, Place and Purposes of Meeting 61 Solicitation of Proxies 61 Revocation and Voting of Proxies 61 Outstanding Shares and Voting Rights 61 Quorum Requirement 62 Vote Required 62 Stockholders Sharing the Same Address 63 Future Stockholder Communications through the Internet 63 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held January 16, 2025 63 STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING 64 REQUESTING DOCUMENTS FROM THE COMPANY 65 OTHER MATTERS 65 D.R. HORTON, INC. 2025 PROXY STATEMENT Table of Contents PROXY STATEMENT SUMMARY Proxy Statement Summary Key Operating and Financial Highlights The D.R. Horton team, led by our executive officers, delivered outstanding operating and financial results during fiscal 2024. D.R. Horton, Inc. is referred to as "D.R. Horton," the "Company," "we," and "our" in this Proxy Statement. Our results reflect the strength of our experienced operational teams, industry-leading market share, broad geographic footprint and diverse product offerings across multiple brands. We closed 93,660 homes in

Executive Compensation Highlights

Executive Compensation Highlights Our Compensation Committee strives to design a fair and competitive compensation program for executive officers using incentives based on Company performance that emphasize the creation of sustainable long-term stockholder value and that will attract, motivate and retain highly qualified and experienced executives.

Executive Compensation Principles

Executive Compensation Principles

Executive Compensation Objectives

Executive Compensation Objectives Business Resilience Achieve long-term sustainability of our business Alignment of Interests Align our executives' interests with stockholders' interests with the goal of maximizing long-term stockholder value Pay-for-Performance Award compensation that recognizes valuable short- and long-term individual performance as well as the Company's overall performance Attract and Retain Motivate and retain highly qualified and experienced executives Our executive compensation design promotes performance alignment and protects stockholder interests. Design Feature Rationale and Impact Business Resilience Alignment of Interests Pay for Performance Attract and Retain Emphasize At-Risk and Performance-based Compensation 92% of fiscal 2024 CEO Target Pay at risk Balance Short- and Long-Term Incentives Reward executives for actions that will create short- and long-term stockholder value Equity Pay Mix Majority of equity granted as PSUs Annual Cash and Equity Incentive Tied to Profitability Reward executives for increased profitability, which creates stockholder value No guaranteed bonuses Stock Ownership Guidelines Ensure alignment of executive interests with those of long-term stockholders Clawback and Anti-hedging and Pledging Policies Mitigate compensation risk and ensure strong alignment with stockholder interests D.R. HORTON, INC. 2025 PROXY STATEMENT 3 Table of Contents PROXY STATEMENT SUMMARY ESG and Sustainability Our management team and Board have focused on providing ESG and sustainability information to our stockholders, including metrics that may assist with understanding and mitigating our impacts on the environment and climate. As the largest homebuilder in the United States, our business activities, including the acquisition and development of land and the construction and sale of residential homes, may impact the environment. We consider our impact on the environment

Executive Compensation

Executive Compensation Reduced payout percentage and established cap on annual incentive; split payout between cash and equity Continued to use a 3-year performance period for performance equity, increased target for relative operating metrics to generally require above-median performance At least 50% of annual equity awards to be in the form of performance stock units ("PSUs") 92% of 2024 CEO Target Pay is at risk Payouts aligned with Company performance and incremental stockholder value creation Majority of equity granted as PSUs Environmental & Social Adopted and disclosed ESG policies, including Human Rights, Political Contributions, Business Conduct, Ethical Conduct, Whistleblower and Clawback policies Completed ESG Risk & Materiality Assessments Published ESG Reports and disclosures since 2022 Continuous evaluation of Company's governance and impact on the environment and society Commitment to transparency as the Company improves and expands tracking of key metrics * As of the 2025 Annual Meeting Our Board values the opportunity to engage with stockholders, and the feedback received serves as a key input to Board and committee discussions and decisions. Our Board remains committed to gathering feedback from stockholders. D.R. HORTON, INC. 2025 PROXY STATEMENT 5 Table of Contents PROPOSAL ONE – ELECTION OF DIRECTORS Proposal One – Election of Directors Our Board of Directors currently consists of ten directors and will be reduced to nine directors as of the 2025 Annual Meeting. The Nominating and Governance Committee recommended to the Board of Directors nine of the current directors as nominees for election at the 2025 Annual Meeting. Summary information about each of the nominees is provided under the heading " Director Nominees " on page 8. Director Barbara Allen, who has served on our Board since 2014, is not standing for re-election at the 2025 Annual Meeting. Our directors elected at the 2025 Annual Meeting will serve until the

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