MERITAGE HOMES CORPORATION (NYSE:MTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On March 21, 2018, the Company entered into an additional long-term incentive award opportunity with Steven J. Hilton, Chairman and CEO effective January 1, 2018. In addition, the Company increased certain components of compensation for Phillippe Lord, Executive Vice President and COO, Hilla Sferruzza, Executive Vice President and CFO, C. Timothy White, Executive Vice President and General Counsel and Javier Feliciano, Executive Vice President and Chief Human Resources Officer as allowed by each of their respective employment agreements.
Following is a description of the changes in compensation for each executive. The descriptions contained in this Form 8-K are qualified in their entirety by the terms of the actual agreements filed herewith as exhibits to this Form 8-K and incorporated by reference herein.
CEO Compensation
The Company entered into an additional long-term incentive award opportunity with Steven J. Hilton effective January 1, 2018, which consists of two equity delivery vehicles: where 50% of the long-term award opportunity will be provided through a performance-based award based on a single performance metric and 50% through a service-based award conditioned upon continuing employment for Mr. Hilton, as outlined below. These awards are subject to a three-year cliff vesting schedule and are subject to acceleration in certain events.
Executive Officer |
Target Value of Performance Based Award (1) |
Value of Restricted Stock Unit Award |
Total Value of Additional Long-Term Incentive Award Opportunity |
Steven J. Hilton, Chairman and CEO |
$750,000 |
$750,000 |
$1,500,000 |
(1) |
The number of shares are payable in an amount ranging from 0% – 150% of the target number of shares awarded, depending on the level of achievement of the specified performance goal. |
Cash Compensation
The base salary for Ms. Sferruzza and Messrs. White, Lord and Feliciano were increased effective January 1, 2018. In addition, the target annual cash incentive bonus for Ms. Sferruzza and Messrs. Lord and Feliciano were increased and the payout range for the target bonus was increased for Messrs. Lord and Feliciano. These revisions are reflected in the tables below:
Executive Officer |
Revised Base Salary |
Hilla Sferruzza |
$575,000 |
C. Timothy White |
$550,000 |
Phillippe Lord |
$650,000 |
Javier Feliciano |
$340,000 |
Executive Officer |
Revised Target Annual Cash Incentive Bonus |
Revised Payout Range as % of Target Bonus |
Hilla Sferruzza |
$718,750 |
N/A (1) |
Phillippe Lord |
$1,300,000 |
0% – 200% |
Javier Feliciano |
$212,500 |
0% – 200% |
(1) |
The payout range for Ms. Sferruzza was unchanged from her previous compensation arrangement. |
Non-Cash (Equity) Compensation
The target dollar value of equity compensation for Ms. Sferruzza and Messrs. Lord and Feliciano were increased effective January 1, 2018.
Executive Officer |
Revised Target Dollar Value of Single Metric Performance-Based Award |
Revised Target Dollar Value of Three Metric Performance-Based Award (1) |
Total Revised Target Dollar Value of Equity Awards |
Hilla Sferruzza |
$575,000 |
$575,000 |
$1,150,000 |
Phillippe Lord |
$975,000 |
$975,000 |
$1,950,000 |
Javier Feliciano |
$212,500 |
$212,500 |
$425,000 |
(1) |
The number of shares are payable in an amount ranging from 0% – 150% of the target number of shares awarded, depending on the level of achievement of each of the specified performance goals. |
Item 5.02FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Meritage Homes CORP ExhibitEX-10.1 2 exhibit101stevenhilton-201.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 TO:Steven J. Hilton FROM:Ray Oppel,…To view the full exhibit click here
About MERITAGE HOMES CORPORATION (NYSE:MTH)
Meritage Homes Corporation operates as a holding company. The Company is a designer and builder of single-family detached homes. It operates in two segments: homebuilding and financial services. It offers a range of homes that are designed to offer to a range of homebuyers. It has homebuilding operations in over three regions: West, which includes Arizona, California Central and East; Central region, which includes Texas, and the East region includes Florida, Georgia, North Carolina, South Carolina and Tennessee. Its homebuilding segment is engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes, and providing warranty and customer services. Its homebuilding and marketing activities are conducted under the Meritage Homes brand, other than in Tennessee, where it operates under the Phillips Builders brand, and in the Atlanta and Greenville markets, where it operates under the Legendary Communities brand.