Forestar Group Inc. Files 2024 Proxy Statement

Ticker: FOR · Form: DEF 14A · Filed: 2024-12-16T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: FOR

TL;DR

Forestar Group (FOR) proxy statement out. Expect votes on exec pay & board.

AI Summary

Forestar Group Inc. filed a DEF 14A on December 16, 2024, for the fiscal year ending September 30, 2025. The filing details executive compensation and other corporate governance matters. Key individuals mentioned in relation to compensation reporting include Anthony W. Oxley and Daniel C. Bartok.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation, director nominations, and other voting matters, enabling informed participation in the company's governance.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing corporate governance and executive compensation, which typically carries low inherent risk.

Key Numbers

Key Players & Entities

FAQ

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

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

What is the reporting period for this Forestar Group Inc. filing?

The conformed period of report for this filing is January 20, 2025, with the company's fiscal year ending on September 30, 2025.

Who are some of the key individuals mentioned in relation to compensation data?

Anthony W. Oxley and Daniel C. Bartok are mentioned in contexts related to stock award values and fair value changes for the covered years.

What is Forestar Group Inc.'s Standard Industrial Classification (SIC) code?

Forestar Group Inc.'s SIC code is 6500, which falls under the 'Real Estate' industry.

When was Forestar Group Inc. formerly known by another name?

Forestar Group Inc. was formerly known as Forestar Real Estate Group Inc. until November 1, 2007, and prior to that, Forestar Real Estate Group LLC until July 13, 2007.

Filing Stats: 4,521 words · 18 min read · ~15 pages · Grade level 11.6 · Accepted 2024-12-16 12:38:58

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 2 PROPOSAL NO. 1 - ELECTION OF DIRECTORS 3 Selection of Director Nominees 4 Director Qualifications 4 Stockholder's Agreement 4 Director Elections Standard and Resignation Policy 5 Director Nominees 6 How Nominees are Selected 9 CORPORATE GOVERNANCE AND BOARD MATTERS 10 Board Leadership Structure 10 Risk Oversight 10 Board Committees and Stockholder's Agreement 11 Audit Committee 11 Compensation Committee 12 Nominating and Governance Committee 13 Executive Committee 13 Director Independence 14 Board Meetings 14 Other Corporate Governance Matters 14 Policies on Business Conduct and Ethics 15 Communications with Directors 15 DIRECTOR COMPENSATION 16 Director Fee Schedule 16 Insurance and Indemnification 16 Fiscal 2024 Director Compensation 17 PROPOSAL NO. 2 — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 18 EXECUTIVE OFFICERS 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 Compensation Discussion and Analysis 20 Overview 20 Advisory Vote 22 Compensation Philosophy and Objectives 22 Elements of our Compensation Program 23 Insider Trading Policy 27 Other Compensation and Benefits 28 Clawback Policy 28 Oversight of Executive Compensation 29 Compensation Committee Report 31 Summary Compensation Table 32 Fiscal 2024 Grants of Plan-Based Awards 34 i Tab le of Contents Page Fiscal 2024 Outstanding Equity Awards 35 Fiscal 2024 Option Exercises and Stock Vested 36 Nonqualified Deferred Compensation Plans 36 Potential Payments Upon Termination of Change in Control 37 Securities Authorized for Issuance under Equity Compensation Plans 40 CEO PAY RATIO 41 PAY VERSUS PERFORMANCE 42 PROPOSAL NO. 3 - APPROVE AN AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO MODIFY TRANSACTION APPROVAL THRESHOLDS 46 AUDIT COMMITTEE REPORT 48 PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 49 BENEFICIAL OWNERSHIP OF COMMON STOCK 50 Management 50 Certain Other Beneficial Owners 51 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 52 Related Party Transaction Policy 52 Stockholder's Agreement 53 Master Supply Agreement 54 Shared Services Agreement 55 Tax Sharing Agreement 55 Related Party Transactions 56 DELINQUENT SECTION 16(a) REPORTS 58 GENERAL INFORMATION 59 Time, Place and Purposes of Meeting 59 Record Date 59 Stockholders Sharing the Same Address 59 Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner 59 Voting Your Shares 60 Voting in Person at the Annual Meeting 61 How You Can Change or Revoke Your Vote 61 Quorum 61 Abstentions 62 Broker Non-Votes 62 Required Votes 62 Proxy Solicitation 63 DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS 64 Voting Questions or Assistance 64

Executive Compensation Highlights

Executive Compensation Highlights Our Compensation Committee strives to design a fair and competitive compensation package 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 Objectives

Executive Compensation Principles Executive Compensation Objectives Business Resilience P Achieve long-term sustainability of our business. Alignment of Interests P Align our executives' interests with stockholders' interests with the goal of maximizing long-term shareholder value. Pay-for-Performance P Award compensation that recognizes valuable short- and long-term individual performance as well as the Company's overall performance. Attract and Retain P Attract, motivate and retain highly qualified and experienced executives. 2 Tab le of Contents Proposal No. 1 – Election of Directors Our Board of Directors (the " Board " ) currently consists of six directors, all of whom are up for re-election at the 2025 Annual Meeting. Four of our directors were elected by our stockholders at the 2024 Annual Meeting. Ms. Fischer and Mr. Seagraves were appointed to the Board in October 2024. Each of the six directors, if elected at the 2025 Annual Meeting, will serve until the 2026 Annual Meeting and until his or her successor has been elected and qualified. The Nominating and Governance Committee recommended our six directors as director nominees to the Board of Directors, each of whom is listed under the heading "Director Nominees" on page 6 . After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following six nominees for election to our Board of Directors: P Donald J. Tomnitz P Lisa H. Jamieson P Kellie L. Fischer P Elizabeth (Betsy) Parmer P Samuel R. Fuller P George W. Seagraves, II The Board of Directors Unanimously Recommends that Stockholders Vote "FOR" Each of our Six Nominees for Director. 3 Tab le of Contents Selection of Director Nominees Ms. Fischer, Mr. Fuller, Ms. Jamieson, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz are standing for election as directors to serve until the 2026 Annual Meeting, or until their replacements are duly elected and me

View on Read The Filing