Green Brick Partners, Inc DEF 14A, filed Apr 29, 2024

About this DEF 14A

Green Brick Partners, Inc. (GRBK)

DEF 14A 2024-04-29 For: 2024-06-11

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Added on June 12, 2026

AUDIT COMMITTEE

Members:

Lila Manassa Murphy (Chair)
Kathleen Olsen
Richard S. Press

Meetings in 2023:

5

Responsibilities

The Audit Committee’s responsibilities include:

•

assist Board oversight of the accounting and financial reporting processes of Green Brick, the integrity of the financial statements, and the audits of the financial statements of Green Brick;

•

assist the Board oversight of the Company’s compliance with legal and regulatory requirements, including reviewing and overseeing the Company’s information and technology risks, including cybersecurity;

•

oversee the assessment of financial risk and financial risk management programs;

•

evaluate the independence, qualifications, and performance of the independent auditors;

•

engage and oversee the independent auditors;

•

oversee the integrity and adequacy of internal controls and the quality and adequacy of disclosures to stockholders;

•

oversee the performance of Green Brick’s internal audit function; and

•

perform all other duties required under the charter, assigned by the Board or required by regulation or law.

Independence and Financial Expertise

The Board reviewed the background, experience and independence of the Audit Committee members and based on this review the Board determined that each member of the Audit Committee:

•

meets the New York Stock Exchange (“NYSE”) Listing Standards and SEC requirements for independence with respect to audit committee members; and

•

is financially literate, knowledgeable and qualified to review financial statements.

Ms. Olsen and Ms. Manassa Murphy have been determined to be “audit committee financial experts” as such term is defined in the rules and regulations of the SEC.

The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies. None of the members of our Audit Committee currently serve on the audit committees of more than two other public companies.

Green Brick Partners, Inc filed this DEF 14A on April 29, 2024.

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	Items of Business
1.	Election of seven directors to the Board
	Recommendation: FOR	Page: 5
2.	To ratify the appointment of RSM US LLP as our Independent Registered Public Accountants for 2024
	Recommendation: FOR	Page: 49
3.	To approve the 2024 Omnibus Incentive Plan
	Recommendation: FOR	Page: 52

	Page
PROXY SUMMARY		1
PROPOSAL NO. 1 ELECTION OF DIRECTORS		5
CORPORATE GOVERNANCE		14
Corporate Governance Guidelines		14
Board Committees		14
Additional Corporate Governance Policies		22
Sustainability and Corporate Responsibility		24
DIRECTOR COMPENSATION		26
EXECUTIVE OFFICERS		28
COMPENSATION DISCUSSION AND ANALYSIS		29
Compensation Philosophy and Objectives		29
Compensation Setting Process		30
2023 Executive Compensation Design and Decisions		32
COMPENSATION COMMITTEE REPORT		39
EXECUTIVE COMPENSATION		40
Summary Compensation Table		40
Grants of Plan Based Awards Table		41
Outstanding Equity Awards at Fiscal Year End		42
Potential Payments Upon Termination or Change in Control		42
CEO PAY RATIO		45
PAY VERSUS PERFORMANCE		46
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT		49
AUDIT COMMITTEE REPORT		51
PROPOSAL NO. 3 APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN		52
SECURITY OWNERSHIP		64
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		66
OTHER MATTERS		70
Delinquent Section 16(a) Reports		70
Stockholder Proposals and Director Nominations		70
List of Stockholders Entitled to Vote at the Annual Meeting		71
Expenses Relating to this Proxy Solicitation		71
Communication with Green Brick’s Board of Directors		71
Available Information		71
Electronic Delivery		71
Householding		72
APPENDIX A		A-1

	Date and Time:			Tuesday, June 11, 2024, at 10:00 a.m., Central Time
	Place:			Our meeting will be held in a virtual format only, conducted exclusively via www.virtualshareholdermeeting.com/GRBK2024.
	Record Date:			April 19, 2024

Proposal		Board Recommendations
Proposal 1:	Election of Directors (page 5)	FOR each nominee
Proposal 2:	Ratification of RSM US LLP as Auditors (page 49)	FOR
Proposal 3:	Approval of 2024 Omnibus Incentive Plan (page 52)	FOR

	AGE	DIRECTOR SINCE	Audit	Comp.	G&S
David Einhorn, Chairman President Greenlight Capital, Inc.	55	2006
James R. Brickman Chief Executive Officer Green Brick Partners, Inc.	72	2014
Elizabeth K. Blake Retired General Counsel	72	2007
Harry Brandler Retired Chief Financial Officer	52	2014
Lila Manassa Murphy Chief Financial Officer, Dundee Corporation	52	2022
Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC	52	2014
Richard S. Press Retired Senior Vice President Wellington Management	85	2014

	PROPOSAL NO. 1 ELECTION OF DIRECTORS
	Seven individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board of Directors (the “Board”).
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES.


	DAVID EINHORN Chairman AGE: 55 DIRECTOR SINCE: 2006			BACKGROUND: Mr. Einhorn has served as one of our directors since May 2006. Mr. Einhorn has co-founded, and has served as the President of Greenlight Capital, Inc., since January 1996. Funds managed by Greenlight are some of our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University. Skills & Qualifications: Mr. Einhorn, our Co-Founder, brings to the Board crucial investment expertise and business experience.


	JAMES R. BRICKMAN Chief Executive Officer & Director AGE: 72 DIRECTOR SINCE: 2014			BACKGROUND: Mr. Brickman has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of each of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”) and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 40 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University. Skills & Qualifications: Mr. Brickman, our Co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations.


	ELIZABETH K. BLAKE INDEPENDENT AGE: 72 DIRECTOR SINCE: 2007 COMMITTEES: • Compensation • Governance & Sustainability			BACKGROUND: Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat for Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents. Skills & Qualifications: Ms. Blake brings to the Board extensive executive leadership, corporate governance expertise, and risk management knowledge through her experience as a director and executive of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry.


	HARRY BRANDLER INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Compensation (Chair) • Governance & Sustainability			BACKGROUND: Mr. Brandler has served as one of our directors since October 2014. Before retiring, Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. Prior to joining Greenlight Capital, Inc., from 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996. Skills & Qualifications: Mr. Brandler brings to the Board a unique understanding of our strategies and operations through nine years of service as a member of the Board and 23 years of finance, accounting and management experience.


	LILA MANASSA MURPHY AGE: 52 DIRECTOR SINCE: 2022 COMMITTEES: • Audit (Chair) • Compensation			BACKGROUND: Ms. Manassa Murphy has served as one of our directors since April 2022. Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange, which is focused on holding and managing investments in the energy, natural resources, agriculture and real estate industries. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation, from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm. Prior to that, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment.


	KATHLEEN OLSEN INDEPENDENT AGE: 52 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability			BACKGROUND: Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Since 2021, Ms. Olsen has been an adjunct professor at Fordham Gabelli School of Business. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. In addition, Ms. Olsen currently sits on the Board of Trustees of Lockwood-Mathews Mansion Museum and Saint Catherine Center for Specials Needs. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. Skills & Qualifications: Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience.


	RICHARD S. PRESS INDEPENDENT AGE: 85 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability (Chair) • Insurance (Chair)			BACKGROUND: Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anesthesia Associates of Massachusetts, and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 — 2013). He is currently a director of Millwall Holdings PLC and Millwall Football Club. Mr. Press earned a B.A. from Brown University in 1960, and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964. Skills & Qualifications: Mr. Press brings to the Board an extensive background in finance, insurance and risk management, as well as public company board and committee experience.

	COMPENSATION COMMITTEE
	Members: Harry Brandler (Chair) Elizabeth K. Blake Lila Manassa Murphy Meetings in 2023: 5				Responsibilities The Compensation Committee’s responsibilities include: • discharge the responsibilities of the Board relating to the compensation of Green Brick’s Chief Executive Officer and other executive officers; • review and approve corporate goals and objectives relevant to the compensation of Green Brick’s Chief Executive Officer and other executive officers; • oversee the administration of Green Brick’s compensation plans, including any incentive compensation and equity-based plans; • oversee the adoption and administration of Green Brick’s executive compensation Clawback policy; • assist the Board in establishing and administering fair and equitable compensation policies and practices designed to enhance Company performance, retain key employees and align the interests of executive officers and other employees with the interests of the stockholders; • recommend to the Board compensation for directors; • oversee the competency, qualifications and performance of executive officers; • review, assess and make reports and recommendations to the Board as appropriate on succession planning with respect to the executive officers; • produce a report on executive compensation each year for inclusion in the proxy statement; and • perform all other duties required under the charter, assigned by the Board or required by regulation or law.
					Independence The Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee is independent and a non-employee pursuant to: • NYSE Listing Standards; and • Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

				Chair
				Member

	GOVERNANCE & SUSTAINABILITY COMMITTEE
	Members: Richard S. Press (Chair) Elizabeth K. Blake Harry Brandler Kathleen Olsen Meetings in 2023: 5				Responsibilities The Governance & Sustainability Committee’s responsibilities include: • identify, review the qualifications of, and recommend candidates for Board membership, consistent with criteria set forth in the charter; • determine the composition of the Board and its committees; • develop corporate governance guidelines for Green Brick and oversee compliance with them; • monitor Board and management effectiveness; • assist the Board in overseeing and monitoring Green Brick’s development and integration of material corporate governance, social and environmental strategies; and • perform all other duties required under the charter, assigned by the Board, or required by regulation or law.
					Independence The Board reviewed the background, experience and independence of the Governance & Sustainability Committee members and based on this review the Board determined that each member of the Governance & Sustainability Committee meets the independence requirements of the NYSE’s Listing Standards.

		Name			Required Multiple
		Chief Executive Officer			3x
		All Other NEOs			2x
		Directors			5x

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)
David Einhorn		146,319		—		146,319
Elizabeth K. Blake(4)		—		236,246		236,246
Harry Brandler(5)		110,934		137,196		248,130
Kathleen Olsen(6)		107,033		137,196		244,229
Lila Manassa Murphy(7)		113,668		137,136		250,864
Richard S. Press(8)		135,467		137,196		272,663

Name	Restricted Stock
Elizabeth K. Blake		6,018
Harry Brandler		4,241
Kathleen Olsen		4,241
Richard S. Press		4,241
Lila Manassa Murphy		4,241

Name	Age	Position
James R. Brickman	72	Chief Executive Officer
Richard A. Costello	65	Chief Financial Officer
Jed Dolson	46	President and Chief Operating Officer
Neal Suit	48	Executive Vice President, General Counsel, and Chief Risk and Compliance Officer

		Principles			Implementation
		Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives			The Compensation Committee seeks to establish target total direct compensation (salary plus annual incentive), providing our executives the opportunity to be competitively rewarded for our financial and operational growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility.
		Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation			We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, and operational performance, as well as individual performance. Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation is in the form of performance-based compensation.
		Compensation programs should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value			By awarding a portion of each year’s annual incentive payout in the form of stock, we encourage executives to focus on our long-term growth and prospects. This incentivizes our executives to manage our company from the perspective of owners with a meaningful stake and encourages them to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risk, a risk also borne by our stockholders.

		2023 Metric			Why It Contributes to Alignment with Stockholder Value
		Homebuilding Gross Margin			Homebuilding Gross Margin is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
		Home Closings Revenue Growth			Revenue Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
		Return on Assets			Return on Assets is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
		Earnings Per Share (EPS)			EPS is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
		Total Shareholder Return (TSR)			TSR is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.

Name	2023 Base Salary
James R. Brickman		$	1,500,000
Richard A. Costello		$	450,000
Jed Dolson(1)		$	638,333
Neal Suit		$	300,000

Name	2023 Bonus Opportunity
James R. Brickman		$	3,300,000
Richard A. Costello		$	550,000
Jed Dolson		$	1,800,000
Neal Suit		$	450,000

Builder	Homebuilding Gross Margin %		Home Closings Revenue Growth %		Return on Assets (Annualized)
Green Brick Partners		30.9%		4.2%		15.8%
Beazer Homes		20.1%		-7.2%		6.8%
Century Communities		21.2%		-18.0%		6.6%
M/I Homes		23.5%		-2.4%		12.0%
Hovnanian		19.7%		-7.4%		7.7%
Tri Pointe Homes		22.3%		-14.9%		7.1%
Lennar		23.3%		2.1%		10.2%
Toll Brothers, Inc.		26.9%		1.6%		11.1%
PulteGroup, Inc.		29.3%		0.3%		16.9%

	Earnings Per Share ($)			Earned %
Maximum		$	4.00	200%
Target		$	3.52	100%
Threshold		$	3.00	50%
ACTUAL		$	6.14

TSR Peer Group
Beazer Homes	Hovnanian	Toll Brothers, Inc.
Century Communities	Tri Pointe Homes	PulteGroup, Inc.
M/I Homes	Lennar	S&P 500

		NEO			Key Performance Highlights
		James R. Brickman Chief Executive Officer			• Decreased our debt to total capital ratio, effectively managing our financial risk • Oversaw plans for expansion; effectively managed relationships with key personnel at our controlled builders • Continued to build management bench
		Richard A. Costello Chief Financial Officer			• Successfully renegotiated credit facility and notes to provide additional flexibility for ancillary activities • Expanded relationships with sell-side analysts and increased presence at industry conferences • Continued roll-out of forecasting software
		Jed Dolson President and Chief Operating Officer			• Developed and led expansion of Trophy division into Austin • Supervised successful land acquisition strategy to position the Trophy division for expansion into Houston • Managed and established positive relationships between our NEOs and other employees and built a positive work environment. • Recruited and developed highly skilled members of senior management.
		Neal Suit Executive Vice President, General Counsel and Chief Risk and Compliance Officer			• Expanded risk management strategy and successfully managed litigation profile • Expanded captive insurance program, resulting in expense reductions for builders • Effectively collaborated with outside counsel, management and the Board to improve our corporate governance and legal and regulatory compliance.

	Annual Incentive Bonus
	Cash($)		Stock($)		Total($)
James R. Brickman		3,146,000		3,146,000		6,292,000
Richard A. Costello		499,333		499,333		998,666
Jed Dolson		1,716,000		1,716,000		3,432,000
Neal Suit		450,000		450,000		900,000

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
James R. Brickman, Chief Executive Officer		2023		1,500,000		—		3,100,497		3,146,000		13,380		7,759,877
		2022		1,500,000		—		1,349,988		3,100,500		10,350		5,960,838
		2021		1,500,000		1,000,000		1,225,000		1,350,000		12,182		5,087,182
Richard A. Costello, Chief Financial Officer		2023		450,000		—		439,000		499,333		12,750		1,401,083
		2022		450,000		—		399,998		439,000		5,178		1,294,176
		2021		447,900		125,000		262,500		275,000		8,700		1,119,100
Jed Dolson, President, Chief Operating Officer		2023		638,333(1)		—		1,558,468		1,716,000		17,355		3,930,156
		2022		600,000		—		1,152,997		1,558,500		20,550		3,332,047
		2021		600,000		400,000		736,150		753,000		21,094		2,510,244
Neal Suit, EVP, General Counsel		2023		300,000		—		344,954		450,000		13,214		1,108,168
Neal Suit, EVP, General Counsel		2022		279,166		37,500		20,013		167,500		8,925		513,104

	Annual Incentive Bonus				Total ($)
	Cash ($)		Stock ($)
James R. Brickman		3,146,000		3,146,000		6,292,000
Richard A. Costello		499,333		499,333		998,666
Jed Dolson		1,716,000		1,716,000		3,432,000
Neal Suit		450,000		450,000		900,000

	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)									All other stock awards: Number of shares of stock (#)(2)		Grant date fair value of stock awards(2)
	Grant Date		Threshold ($)			Target ($)			Maximum ($)			All other stock awards: Number of shares of stock (#)(2)		Grant date fair value of stock awards(2)
James R. Brickman		03/27/2023		$	1,650,000		$	3,300,000		$	6,600,000		—			—
James R. Brickman		03/06/2023											93,926		$	3,100,497
Richard A. Costello		03/27/2023		$	275,000		$	550,000		$	1,100,000		—			—
Richard A. Costello		03/06/2023											13,299		$	439,000
Jed Dolson		03/27/2023		$	900,000		$	1,800,000		$	3,600,000		—			—
Jed Dolson		03/06/2023											47,212		$	1,558,468
Neal Suit		03/27/2023		$	225,000		$	450,000		$	900,000		—			—
		03/06/2023											6,210		$	204,992
		03/06/2023											1,211(3)		$	39,975
		03/06/2023											3,029(3)		$	99,987

	Option Awards							Stock Awards
Named Executive Officers	Number of Securities Underlying Unexercised Options Exercisable (#)		Option Exercise Price ($/Share)			Option Expiration Date		Award Type		Unearned Shares, Units or Other Rights that have not vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)(2)
James R. Brickman		500,000(1)		$	7.4861		10/27/24		—
Richard A. Costello		—			—		—		—
Jed Dolson		—			—		—		—
Neal Suit		—			—		—		RSA		1,211		62,899
		—			—		—		RSA		3,029		157,326

Year	Summary Compensation Table Total for PEO			Compensation Actually Paid to PEO			Average Summary Compensation Table Total for Non-PEO NEOs			Average Compensation Actually Paid to Non-PEO NEOs			Value of Initial Fixed $100 Investment Based On:						Net Income (in thousands)			Home Closings Revenue (in thousands)
Year	Summary Compensation Table Total for PEO			Compensation Actually Paid to PEO			Average Summary Compensation Table Total for Non-PEO NEOs			Average Compensation Actually Paid to Non-PEO NEOs			Total Shareholder Return			Peer Group Total Shareholder Return			Net Income (in thousands)			Home Closings Revenue (in thousands)
(a)	(b)			(c)			(d)			(e)			(f)			(g)			(h)			(i)
2023		$	7,759,877		$	7,759,877		$	2,146,469		$	2,181,195		$	452.44		$	220.06		$	306,675		$	1,767,788
2022		$	5,960,838		$	5,960,838		$	1,538,111		$	1,538,410		$	211.06		$	136.96		$	313,997		$	1,696,911
2021		$	5,087,182		$	5,087,182		$	1,814,672		$	1,814,672		$	264.20		$	192.00		$	204,381		$	1,305,620
2020		$	3,483,687		$	3,483,687		$	1,416,339		$	1,416,339		$	200.00		$	127.81		$	117,797		$	923,901

Measure	Nature	Explanation
Earnings Per Share	Financial measure	Metric of profitability on a per share basis, which includes the effect of all dilutive securities.
Home Closings Revenue Growth	Financial measure	Increase, period over period, in revenue from home closings.
Homebuilding Gross Margin	Financial measure	Homebuilding gross margin is calculated as Home Closings Revenue minus Cost of Homebuilding units.
Return on Assets	Financial measure	Return on assets is calculated by dividing net income by total assets.