⬛ PROPOSAL ONE: ELECTION OF DIRECTORS
nominees include qualified diverse candidates, including but not limited to women and minority candidates. The Committee will direct any third-party consultant retained to assist in the selection to include such candidates in its initial list. Of the slate of eight independent director nominees, two are female, two are from an underrepresented racial/ethnic group, and four have served longer than five years. The Board’s approach is to seek diversity broadly, including in experience and skillsets, and focus on assisting the Company to achieve its strategic initiatives for all stakeholders. The Board annually evaluates the need for further board refreshment, with any search conducted in accordance with the Company’s By-Laws and objectives.
The Board has determined that Mses. Helgren and Kelley and Messrs. Anderson, Berman, Capel, Kaufman, Patel, and Robinette are “independent directors” as that term is defined in the NYSE Listed Company Manual and under the Securities and Exchange Commission (“SEC”) rules and regulations.
In making this determination, the Board considered the relationships that Mses. Helgren and Kelley and Messrs. Anderson, Berman, Capel, Kaufman, Patel, and Robinette have with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including ownership interests in the Company and arrangements between the Company and the director or his or her affiliates.
The Board and the Company believe that it is important to address concerns raised last year by some proxy and advisory firms with Mr. Anderson’s “independence.” Those concerns led to a significantly lower vote total for Mr. Anderson than in any prior year in which he was nominated for election.
From June 2015 through October 30, 2016, Mr. Anderson was President and Chief Executive Officer of Champion Holdings and Chief Executive Officer of Champion Home Builders, Inc. (“CHB”), then privately held. From November 1, 2016 to May 31, 2018, he served as Chief Executive Officer of both Champion Holdings and CHB, then still privately held. In connection with the merger of Champion Enterprises, LLC and Skyline Corporation as of June 1, 2018, he was named Chief Executive Officer of the resulting publicly traded entity, Skyline Champion Corporation, and was appointed to the Board of Directors.
As of June 1, 2019, Mr. Anderson retired as Chief Executive Officer of Skyline Champion. Mr. Anderson was overwhelmingly reelected to the Board in July 2019, 2020, 2021, and 2022, receiving the following vote tallies:
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Annual Meeting |
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Percent of Votes Cast |
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2019 |
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99.71% |
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2020 |
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99.61% |
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2021 |
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99.64% |
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2022 |
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99.24% |
From 2019 through June 2022, the Skyline Champion Board of Directors recognized that Mr. Anderson was not an “independent director” under the rules and regulations of the NYSE and SEC and thus did not appoint him to any of the Board’s three committees: Audit, Compensation or Nominating and Governance. After three years had lapsed since Mr. Anderson’s retirement as Chief Executive Officer of Skyline Champion, and following the July 2022 Annual Meeting of Shareholders, the Board evaluated Mr. Anderson’s independence and concluded that it was appropriate to appoint him to the Audit Committee for several reasons:
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Mr. Anderson’s career in the manufactured home industry and expertise in the financial services industry providing financing for manufactured housing, most of which occurred prior to his affiliation with Champion Holdings and CHB. |
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The Board acknowledged that Mr. Anderson met the audit committee experience and independence requirements under the applicable rules and regulations adopted by the NYSE and SEC. |
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12 |
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PROPOSAL ONE: ELECTION OF DIRECTORS ⬛
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The lead audit partner from Ernst & Young LLP (“EY”), Skyline Champion’s independent auditor, on the Skyline Champion account during Mr. Anderson’s tenure as Chief Executive Officer of Skyline Champion and its predecessor was no longer the lead audit partner for EY on the Skyline Champion account at the time Mr. Anderson was appointed to the Audit Committee in 2022. |
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The Board also acknowledged that the three other members of Audit Committee met the audit committee experience and independence requirements under applicable rules and regulations adopted by the NYSE and SEC. |
Following the 2022 Annual Meeting of Shareholders, Skyline Champion promptly filed with the NYSE the 303A Written Affirmation reporting that Mr. Anderson had been appointed to the Audit Committee. And Skyline Champion also updated its investor website noting the composition of each of its three Board committees, noting that Mr. Anderson was now serving on the Audit Committee. Skyline Champion did not receive any comments or inquiries from shareholders or other institutional advisory firms.
In June 2023, Skyline Champion filed its 2023 Proxy Statement. At that time, Mr. Anderson had been over four years removed from serving as Chief Executive Officer and all of the reasons upon which the Board relied in appointing him to the Audit Committee in July 2022, noted above, remained true. Skyline Champion noted in the Proxy Statement that “[t]he Board has determined that each of Ms. Helgren, and Messrs. Anderson and Berman (and former Director Bernlohr) meet the definition of ‘independent director’ under the rules of the NYSE and under Rule 10A-3 under the Exchange Act., and that each is an ‘audit committee financial expert’ within the meaning of the SEC’s regulations and applicable listing standards of the NYSE.”
In response to the 2023 Proxy Statement, Glass Lewis recommended that votes be withheld from Mr. Anderson because it deemed him an “affiliate/insider.” No commentary other than those two words was provided. ISS also recommended that votes be withheld from Mr. Anderson as “a non-independent director serv[ing] on at least one key committee.” ISS added that “[t]he presence of non-independent directors on key committees may diminish the committees’ ability to oversee management objectively. Audit, compensation, and nominating committees should be fully independent to ensure effective monitoring of these critical functions.”
As a consequence of the recommendations of Glass Lewis and ISS, Mr. Anderson received only 49.95% of the votes cast last year, a significant drop from all prior elections and for no other reason than he had been appointed to the Audit Committee in July 2022. The Board of Directors disagreed with the summary conclusion of both proxy advisor service organizations that Mr. Anderson is not independent, at that time more than four years removed from his last service as an executive officer. Neither Glass Lewis nor ISS cited any particularized concern with Mr. Anderson’s qualifications and neither addressed the Board’s findings that Mr. Anderson qualified as independent.
The NYSE and SEC grant boards discretion to evaluate the independence of a director following a three-year separation from executive service and that is precisely the evaluation that the Skyline Champion Board of Directors completed in July 2022. Following the 2023 Annual Meeting of Shareholders, and the shareholder vote cited above, the Board of Directors reaffirmed its view, consistent with the rules and regulations of the NYSE and SEC, that Mr. Anderson is independent.
Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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CORPORATE GOVERNANCE OVERVIEW ⬛
Corporate Governance Overview
Skyline Champion is committed to good corporate governance.
We strive to maintain strong corporate governance practices that protect and enhance accountability for the benefit of Skyline Champion and all of its shareholders. We regularly review and continually refine our governance practices and policies to align with evolving practices and issues raised by our shareholders.
Our Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to shareholders. The Board has adopted Corporate Governance Guidelines and relies on the guidelines to provide that framework. The guidelines are not absolute rules and can be modified to reflect changes in Skyline Champion’s organization or business environment. The Board reviews the Corporate Governance Guidelines on an annual basis and, if necessary, modifies the guidelines to reflect current good governance practices and policies.
Skyline Champion’s Corporate Governance Guidelines, the charters of the committees of our Board and our Code of Business Conduct described below may be found in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com or in print upon the submission of a request under the Contact Investor Relations section under the Resources tab on our website. The Company revised and restated its By-Laws in November 2022, which are posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.
We believe part of effective corporate governance includes active engagement with our shareholders. We value the views of our shareholders and other stakeholders, and we communicate with them regularly and solicit input on a number of topics, such as business strategy, capital allocation, corporate governance, and executive compensation.
This section describes key corporate governance facts about our Company and practices that we have adopted.
ROLE OF OUR BOARD
The Board monitors our overall corporate performance, the integrity of our financial controls, risk management and legal compliance procedures. It appoints senior management and oversees succession planning and senior management’s performance and compensation. The Board also oversees our short- and long-term strategic and business planning, and reviews with management its business plan, financing plans, budget, and other key financial and business objectives. The Board assigned primary responsibility for review of environmental, social, and corporate compliance risks and opportunities (commonly referred to as Environmental, Social and Governance (“ESG”)) to the Audit Committee, the Compensation Committee, and the Nomination and Governance Committee, respectively, but retained responsibility for the integration and oversight of ESG policies and practices across the Company.
Members of the Board stay informed about our business through discussions with our Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them by management on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. Senior management regularly reviews key portions of our business with the Board. These practices afford Board members the opportunity to actively participate in risk management assessment and raise questions and engage in discussions with management regarding areas of potential risk.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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⬛ CORPORATE GOVERNANCE OVERVIEW
Skyline Champion’s governance processes address matters relating to Board operations that are fundamental to shareholder interests. The independent directors meet regularly without management present to evaluate Skyline Champion’s results, plans, and challenges, as well as management’s performance and the strength and development of Skyline Champion’s NEOs.
The Board is actively engaged in overseeing and reviewing Skyline Champion’s strategic direction and objectives, taking into account (among other considerations) Skyline Champion’s risk profile and exposures. The Board conducts an annual in-depth review of the business, which includes consideration of strategic, operational, competitive, financial, compliance, and other risk exposures. Skyline Champion currently separates the Board Chair and CEO functions, with each position held by a different individual. The Board considers the current constituency of management in evaluating whether a combined role is efficient and effective. At the present time, it is the assessment of the Board that separating these positions allows the CEO to focus on the Company’s business, while the Board Chair can focus on corporate governance matters.
Although the Board as a whole has responsibility for risk oversight, addressing risk-related issues as appropriate, three standing committees also oversee Skyline Champion’s risk profile and exposures relating to matters within the scope of each committee’s authority, and each report to the Board about its deliberations. These committees are the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Audit Committee considers audit, accounting, and compliance risk, as well as related matters, and it receives reports from its outside auditors, internal audit staff, and the Chief Financial Officer, among others. The Audit Committee is also responsible for the review of Skyline Champion’s major risk exposures (whether financial, operational, or otherwise), including environmental risk, and the steps management has taken to monitor and control such exposures, and for evaluating management’s process to assess and manage Skyline Champion’s enterprise risk issues. The Board in November 2022 assigned the Compensation Committee broader responsibility for oversight of human capital and social risks, and to continue to evaluate the level of risk implied by Skyline Champion’s compensation programs, including incentive compensation programs in which the CEO and other employees participate. The Nominating and Governance Committee monitors potential risks to the effectiveness of the Board, notably director succession and the composition of the Board, taking into account current best governance practices, and the principal policies that guide Skyline Champion’s governance. Each of these committees operates under a written charter to promote clarity in its responsibilities and accountability among its members. These committees work in a coordinated way to address recurring matters and respond to unanticipated events.
CORPORATE GOVERNANCE GUIDELINES
The Board is guided by our Corporate Governance Guidelines. We believe our Corporate Governance Guidelines demonstrate our continuing commitment to good corporate governance. The Board reviews our Corporate Governance Guidelines at least annually and occasionally more frequently, as needed. Our Corporate Governance Guidelines are posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.
We have made several corporate governance enhancements over the last two years:
(1) |
Approved Amended and Restated By-Laws, as of November 10, 2022, to align the By-Laws with the SEC’s new requirements regarding universal proxies pursuant to Rule 14a-19, promulgated under the Exchange Act. |
(2) |
Approved a revised Compensation Recoupment Policy to bring the existing policy in line with the final clawback rules published by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act. |
(3) |
Approved a revised Insider Trading Policy to bring the existing policy in line with changes adopted by the SEC relating to Rule 10b5-1 plans and related matters. |
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CORPORATE GOVERNANCE OVERVIEW ⬛
Code of Business Conduct
Skyline Champion’s Code of Business Conduct (“Code of Conduct”) applies to all members of the Board and all employees of Skyline Champion’s subsidiaries and affiliated entities, including our Chief Executive Officer and senior management. The Code of Conduct outlines the principles and policies governing our Company. The standards in this Code of Conduct should be viewed as the minimum standards that the Company expects from its employees, officers, and directors, but the Code of Conduct does not supersede the Company’s specific policies and procedures. Our Code of Conduct is posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com. All Company directors and management employees annually certify compliance with the Code.
Process for Selecting Nominees and Shareholder Nominations
Nominations of persons for election to the Board of Skyline Champion may be made in advance of any annual meeting of shareholders by or at the direction of the Board or by a proposing shareholder entitled to vote for the election of directors at the meeting (the “Nominating Shareholder”). Such shareholder nominations must be made pursuant to timely notice given in writing to the Company’s Secretary. See “Shareholder Proposal Information” below. The Nominating Shareholder’s notice must set forth, as to each person whom the Nominating Shareholder proposes to nominate for election as a director certain information about the nominee and the Nominating Shareholder, as more fully set out in the Company’s By-Laws.
BOARD LEADERSHIP STRUCTURE
Skyline Champion has split the roles of CEO and Board Chair.
As non-executive chair of our Board, the Board Chair is responsible for presiding over Board meetings, executive sessions of the independent directors, and meetings of shareholders, attending meetings of the Board’s committees as appropriate, and assisting management in representing Skyline Champion to external groups as needed and as determined by the Board. The Board elects its chair annually following the annual meeting of shareholders.
Our CEO, Mr. Yost, oversees the day-to-day affairs of Skyline Champion and directs the formulation and implementation of our strategic plans. We believe that this leadership structure is currently the most appropriate for Skyline Champion because it allows our CEO to focus primarily on our business strategy and operations while leveraging the experience of our Board Chair to direct the business of the Board.
Our Board periodically reviews this structure and recognizes that, depending on the circumstances, a different leadership model might be appropriate. The Board has no fixed policy on whether the roles of Board Chair and CEO should be separate or combined, which maintains flexibility based on Skyline Champion’s needs and the Board’s assessment of the Company’s leadership. Our corporate governance guidelines do provide that the Board appoint a lead independent director in the event the CEO is elected Board Chair or the Board Chair otherwise does not qualify as independent.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2024, the Compensation Committee was comprised of Ms. Helgren and Messrs. Capel, Kaufman and Patel. Mr. Kaufman is affiliated with MAK, the sole remaining Principal Shareholder (as defined below). For additional information regarding transactions between the Principal Shareholder and the Company, see “Certain Relationships and Related Person Transactions” below.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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19 |
⬛ CORPORATE GOVERNANCE OVERVIEW
BOARD’S ROLE IN STRATEGIC PLANNING
While the formulation and implementation of Skyline Champion’s strategic plan is primarily the responsibility of management, the Board plays an active role with respect to the Company’s strategy. This includes not only monitoring progress made in executing the strategic plan, but also regularly evaluating the strategy in light of evolving operating, economic, and other conditions. The Board carries out its role primarily through regular reviews of the Company’s strategic plan and discussions with management, which include both broad-based presentations and more in-depth analyses and discussions of specific areas of focus. In addition, regular Board meetings throughout the year include presentations and discussions with management on significant initiatives implementing the strategic plan; developments affecting an area of the Company’s business; and on trends, competition, and emerging challenges and opportunities. The Board also reviews the strategic plan, including actions taken and planned to implement the strategy, as part of its review and approval of the annual budget.
BOARD’S ROLE IN RISK OVERSIGHT
The Board’s oversight of risk management enhances the directors’ understanding of the risks associated with the Company’s strategic plan and its ability to provide guidance to and oversight of senior management in executing the Company’s strategy.
Our Board undertakes its responsibility to oversee risks to Skyline Champion through a risk governance framework designed to:
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identify critical risks; |
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allocate responsibilities for overseeing those risks to the Board and its committees; and |
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evaluate the Company’s risk management processes. |
The Board does not view risk in isolation. Rather, it considers risks in its business decisions in the ordinary course of the Board’s decisions and as part of the Company’s business strategy. This includes assessing potential cybersecurity risks and an ongoing review of the Company’s cybersecurity program.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Registration Rights Agreement
On June 1, 2018, the Company, Champion Holdings and certain funds, including but not limited to MAK (collectively the “Principal Shareholders”), and certain other parties, entered into a registration rights agreement providing for, among other things, customary demand registration rights, shelf registration rights, and “piggyback” registration rights in favor of the Principal Shareholders. Subsequently, the Company registered shares for its own account and for shares held by the Principal Shareholders and others. All Principal Shareholders other than MAK sold all their shares in the Company and, as a result, no longer have any material rights or obligations under the registration rights agreement. The Company did not sell any shares in connection with those registrations. MAK continues to hold registration rights in its favor, and its shares are registered for sale.
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CORPORATE GOVERNANCE OVERVIEW ⬛
Investor Rights Agreement
On June 1, 2018, the Company, certain principal shareholders, and Champion Holdings entered into the Investor Rights Agreement. MAK is the last of the Principal Shareholders to have rights under the Investor Rights Agreement, which provides for, among other things, certain information rights and certain agreements relating to the composition of the Board of Directors.
Related Persons Transactions Policies and Procedures
Any proposed arrangement that could give rise to a conflict of interest in which a director, officer or employee of the Company, any immediate member of their family, or any of their close associates is anticipated to receive a payment or other significant benefit, whether directly or indirectly, from the Company is to be reported to the Company’s legal or human resources department. Any such transaction involving an executive officer, director, or any of their respective immediate family members in which the amount involved exceeds $120,000 and in which any such persons will have (or may be reasonably expected to have) a direct or indirect material interest is to be reported to the Audit Committee for review and approval, except for employment relationships that have been approved by the Compensation Committee.
The Audit Committee will approve a related person transaction only if it determines that: (i) the transaction serves the best interests of Skyline Champion and its shareholders; and (ii) the transaction is on terms reasonably comparable to those that could be obtained in arm’s length dealings with an unrelated third party.
SHAREHOLDER COMMUNICATION WITH DIRECTORS
Shareholders and other interested parties who have questions or concerns should contact our investor relations team. For questions and communications shareholders and other interested parties wish to address directly to the Board, the Board Chair, or independent directors, such parties should address such communications to the Board, Board Chair, independent directors or the particular committee or director, c/o Skyline Champion Corporation, 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084. All such communications should include a representation from the submitting shareholder setting forth the shareholder’s address and the number of shares of Skyline Champion common stock beneficially owned by the shareholder.
The Secretary is primarily responsible for monitoring communications from shareholders and will provide copies or summaries of such communications to the Board, the relevant committee, or the director to whom such communication is addressed, as the Secretary considers appropriate. Each shareholder communication will be forwarded if it relates to a substantive matter and includes suggestions or comments that the Secretary considers to be important for the directors, or director, to know. In general, shareholder communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than shareholder communications relating to personal grievances and matters as to which we tend to receive repetitive or duplicative communications. The Board will give appropriate attention to written communications on such issues and will respond as appropriate.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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⬛ CORPORATE SUSTAINABILITY
Corporate Sustainability
We believe that our commitments to our stakeholders and Corporate Sustainability are critical to creating value for our customers, our shareholders, our employees, and the communities in which we live and work. This past year again reinforced the need to recognize and adapt to our ever-changing environment. As we continue to respond and adjust to external influences on our business, we remain steadfast in our dedication to our corporate culture, our company mission, and exceeding the expectations of our stakeholders.
We demonstrate our commitment to Corporate Sustainability through company-wide and plant-specific programs and through our everyday business practices when providing high-quality, affordable homes to U.S. and Canadian homebuyers. As part of this commitment, we partnered with the Antea Group to inform, develop, and formalize our Environmental, Social, and Governance (ESG) strategy. We are proud to have completed our first Sustainability Report, recently published on our website at www.skylinechampion.com. That Sustainability Report follows up on the materiality assessment completed in fiscal 2023, in which we engaged a broad range of internal and external stakeholders to identify which ESG topics are deemed most important to Skyline Champion’s success. Results from the materiality assessment were used to develop the Sustainability Report as well as future action items. To help us better understand our environmental impact, we also completed our baseline greenhouse gas (“GHG”) emissions inventory to quantify our Scope 1 and 2 emissions and improve our understanding and management of emissions-related impacts. We are pleased that we are able to share our Sustainability Report with our employees, investors, and the communities in which we operate, and we look forward to sharing our future progress.
ENVIRONMENTAL STEWARDSHIP
Skyline Champion continues to identify opportunities to minimize resource consumption and mitigate our environmental impact across our operations by reducing raw material waste, designing and constructing energy efficient homes, conserving our natural resources through recycling programs, and reducing our carbon footprint by producing our homes in factories close to where our customers and employees live. Many of our U.S. manufacturing facilities are certified to produce Energy Star® energy efficient rated homes through a special EPA program for manufactured housing. Environmental sustainability is at the forefront of what we do every day.
We construct manufactured homes in controlled environments. Our efficient construction process results in less energy usage and material waste when compared to traditional on-site manufacturing. In many of our plants, we have transitioned to LED lighting, and we recycle insulation material, lumber, metals, paper and many other products. Over the course of executing our expansion plans, we have repurposed older buildings, both revitalizing the local community and preserving vacant land. Such practices reduce the need for new building materials and extensive deployment of construction equipment, thus reducing our GHG emissions.
We partner with The Arbor Day Foundation to participate in reforestation projects, as many forestry products are central to the construction of our homes. Through this partnership, we are proud to have planted more than one million trees and restored nearly 2000 acres through 30 strategic reforestation projects since 2021 and have pledged to plant one tree for every tree used in the construction of our homes in future years. Reforestation contributes to the environment by replenishing forests, reducing greenhouse gases, and protecting watersheds. These large-scale tree planting efforts are designed to reach areas where Champion Homes are built and delivered, including in communities impacted by fires and hurricanes.
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EXECUTIVE COMPENSATION TABLES ⬛
(4) |
Represents the combined value of unvested RSUs and PSUs that become vested as described in “Long-Term Equity Awards” in this proxy statement. The value of the unvested RSUs was calculated by multiplying the closing market price of our common stock on March 28, 2024 ($85.01) by the number of unvested RSUs. The value of the unvested PSUs was calculated by multiplying the closing market price of our common stock on March 28, 2024 by the number of unvested PSUs. |
(5) |
Represents 24 months of payments equal to Mr. Yost’s annual base salary rate of pay on March 30, 2024 and bonus at target for the same period. |
(6) |
Represents the Company’s portion of the healthcare premiums for the 24-month severance period for Mr. Yost. No value is reported for Ms. Hough or Mr. Larson who, as of March 30, 2024, did not participate in the Company’s medical and dental plans. |
(7) |
For Mr. Larson, represents shares underlying the NEO’s stock options (which were unvested on March 30, 2024) scheduled to vest in fiscal 2025, multiplied by the positive difference of the closing price of a share of the Company’s common stock as of March 28, 2024 over the exercise price of such stock option, plus the product of the NEO’s RSUs (which were unvested on March 30, 2024) scheduled to vest in fiscal 2025, multiplied by the closing price of a share of the Company as of March 28, 2024. For Ms. Hough and Messrs. Yost, Kimmell and Lyall, represents the product of the NEO’s RSUs (which were unvested on March 30, 2024) scheduled to vest in fiscal 2025, multiplied by the closing price of a share of the Company as of March 28, 2024. |
(8) |
Represents 12 months of payments equal to the NEO’s annual base salary rate of pay on March 30, 2024. |
(9) |
Represents severance under the Separation Plan (assuming the Company would exercise its discretion to pay to Mr. Kimmell severance benefits thereunder upon the Company’s termination of his employment without cause) based on two weeks of severance for every year of Mr. Kimmell’s service to the Company (i.e., 14 years), with a minimum of 12 weeks of severance, and a maximum of 39 weeks of severance. |
(10) |
Represents severance under the Separation Plan (assuming the Company would exercise its discretion to pay to Mr. Lyall severance benefits thereunder upon the Company’s termination of his employment without cause) based on two weeks of severance for every year of Mr. Lyall’s service to the Company (i.e., 20 years), with a minimum of 12 weeks of severance, and a maximum of 39 weeks of severance. |
CEO PAY RATIO
The following information about the relationship between the compensation of our employees and the annualized compensation of Mr. Yost, our Chief Executive Officer for fiscal 2024, is provided in compliance with the requirements of Item 402(u) of Regulation S-K adopted under the Exchange Act (“Item 402(u)”).
We took the following steps in identifying the median of the annual total compensation of all our employees. We determined that, as of March 30, 2024, the last day of fiscal 2024, the employee population was approximately 8,600, all located in the United States and Canada. This number includes all the individuals determined to be employees for federal tax purposes, whether full-time, part-time, or temporary, as of that date. We then elected to exclude employees from the calculation who joined the Company in connection with the acquisition of Regional Homes in October 2023.
We next identified the employee receiving the median amount of compensation in our employee population. To do this we compared the amount of base salary and wages, paid time off and cash incentive compensation received by each employee, other than Mr. Yost, as reflected in our payroll records. This compensation measure was annualized for permanent employees who were employed on the measuring date but who did not work for the full calendar year. The compensation measure was consistently applied to all of our employees.
As required by Item 402(u), once we identified our median employee, we calculated that employee’s annual total compensation for fiscal 2024 in the same manner in which we calculated Mr. Yost’s total fiscal 2024 compensation reported in the Summary Compensation Table on page 48.
In fiscal 2024, the estimated median of the annual total compensation of our employees, excluding Mr. Yost, determined as described in the preceding paragraph, was $44,360. Mr. Yost’s total compensation for fiscal 2024 was $5,672,498. The resulting estimated ratio of the annual total compensation of Mr. Yost’s to the median of the annual total compensation of all employees was 128 to 1.
The pay ratio provided above was calculated in a manner consistent with Item 402(u) and we believe it constitutes a reasonable estimate. However, as contemplated by Item 402(u), we relied on methods and assumptions that we determined to be appropriate for calculating the pay ratio at Skyline Champion. Other public companies will use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. Given the various methodologies that public companies are permitted to use to determine an estimate of their pay ratios, the estimated pay ratio reported above should not be used as a basis for comparison among companies.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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EXHIBIT A ⬛
EXHIBIT A
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SKYLINE CHAMPION CORPORATIONHOMES, INC.
ARTICLE I
NAME
The name of the Corporation is Skyline Champion CorporationHomes, Inc.
ARTICLE II
PURPOSES
(a) To manufacture, build, construct, make and repair factory built housing and buildings, including all classes of dwelling houses, garages, outbuildings, farm buildings, commercial and industrial buildings, and improvements of any kind and nature whatsoever (collectively “Housing and Buildings”), house trailers and cargo trailers, and parts for same; to buy, sell, trade and exchange, and to otherwise deal in Housing and Buildings, new and used house trailers and cargo trailers, at wholesale and at retail; and to do any and all things legal, necessary or proper to be done for the successful conduct of the business herein contemplated and incident to said business.
(b) To make, construct, and build materials for the construction, alteration, or repair of any and all Housing and Buildings, classes of dwelling houses, garages, outbuildings, farm buildings, commercial and industrial buildings, and improvements of any kind and nature whatsoever; to make, construct and build any and all classes of cabinets, and ready-cut and pre-fabricated housing and building materials and products.
(c) To conduct and carry on the business of builders and contractors for the purpose of building, erecting, constructing, altering, repairing or doing any other work in connection with any and all classes of dwelling houses, garages, outbuildings, farm buildings, commercial and industrial buildings, and improvements of any kind and nature whatsoever, including the locating, laying out and constructing of road, avenues, docks, slips, sewers, bridges, wells, walls and all classes of buildings, erections and works, both public and private, or integral parts thereof.
(d) To buy, sell, trade and deal in, at wholesale and retail, any and all kinds of new and second-hand building materials, and products.
(e) To acquire, purchase, own, lease and operate, and to sell, lease or otherwise dispose of any and all machinery, appliance and equipment necessary, convenient or incident to the conduct of the construction business.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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A-1 |
⬛ EXHIBIT A
(f) To acquire, purchase, own, sell and lease real estate.
(g) To pay for any property, real or personal, this corporation may acquire or purchase, with shares of the capital stock, bonds or other obligations or securities of this corporation, or to issue its shares of stock in exchange therefor.
(h) The foregoing clauses shall be construed as powers, as well as purposes, and the matters expressed in each clause shall, except if otherwise provided, be in no wise limited by reference to, or inference from, the terms of any other clause, but shall be regarded as independent powers and purposes; and the enumeration of specific powers and purposes shall not be construed to limit or restrict in any manner the meaning of the general terms or the general powers of the corporation; nor shall the expressing of one thing be deemed to exclude another not expressed; although it be of like nature.
(i) The corporation shall be authorized to exercise and enjoy all other powers, rights and privileges, granted by an Act of the General Assembly of the State of Indiana, entitled “The Indiana General Corporation Act”, approved March 16, 1929, to corporations organized thereunder, and all the powers conferred by all acts heretofore or hereafter amendatory of, or supplemental to, the said Act or the said laws; and the enumeration of certain powers as herein specified, is not intended as exclusive of, or as a waiver of, any of the powers, rights or privileges granted or conferred by said Act or the said laws now or hereafter in force; provided, however, that the corporation shall not, in any state, carry on any business or exercise any powers, which a corporation organized under the laws thereof could not carry on and exercise.
(j) To engage in all types and kinds of manufacturing, and any other lawful act or activity for which corporations may be organized under The Indiana General Corporation Law.
ARTICLE III
TERM OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
[Reserved]
ARTICLE V
AMOUNT OF CAPITAL STOCK
The total number of shares which the Corporation shall have the authority to issue is 115,000,000, consisting of 115,000,000 shares of common stock, having a par value of 2.77¢ per share (“Common Stock”).
ARTICLE VIV
TERMS OF CAPITAL STOCK
(a) All shares of Common Stock shall have equal and identical rights, privileges, powers, obligations, restrictions and voting rights.
(b) No shareholder of the Corporation shall have a pre-emptive right to purchase, subscribe for or take any part of any stock or any part of any notes, debentures, bonds or other securities, whether or not convertible into, or carrying options or warrants to purchase stock of the Corporation hereafter issued, optioned or sold by it.
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A-2 |
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⬛ EXHIBIT A
ARTICLE XI
DATA RESPECTING INCORPORATORS
Section 1. Names and Post Office Addresses
The names and post-office addresses of the incorporators of the Corporation are as follows:
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Name |
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Number and Street or Building |
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City |
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State |
J. Arther Decio, Jr., |
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2520 By-Pass Road |
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Elkhart, |
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Indiana |
Frank A. Vite, |
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3503 Gordon Road |
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Elkhart, |
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Indiana |
Michael DiVietro, |
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908 West Grove St. |
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Mishawaka, |
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Indiana |
Section 2. Age and Citizenship.
All of such incorporators are of lawful age; and all of such incorporators are citizens of the United States.
Section 3. Compliance with Provisions of Sections 15 and 16 of the Act.
The undersigned incorporators hereby certify that the person or persons intending to form the Corporation first caused lists for subscriptions to the shares of the capital stock of the Corporation to be opened at such time and place as he or they determined; when such subscriptions had been obtained in an amount not less than $1,000, such person or persons, or a majority of them, called a meeting of such subscribers for the purpose of designating the incorporators and of electing the first Board of Directors; the incorporators so designated are those named in Section 1 of this Article; and the Directors so elected are those named in Section 1 of Article X.
ARTICLE XII
PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT OF AFFAIRS OF CORPORATION
(a) The Board of Directors shall have the power, without the consent or vote of the shareholders, to make, alter, amend, change, add to, or repeal the By-Laws of the Corporation.
(b) The Corporation shall have the power to carry on and conduct its business or any part thereof, and to have one or more offices, in the State of Indiana, and in all other states, territories, colonies and dependencies of the United States, in the District of Columbia and in all or any foreign countries throughout the world; and to acquire, own, hold or use and to lease, mortgage, pledge, sell, convey, or otherwise dispose of property, real and/or personal, tangible and/or intangible, either within or outside of the State of Indiana.
(c) Regular or special meetings of the Board of Directors or Shareholders of the Corporation may be held within or without the State of Indiana.
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A-4 |
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EXHIBIT A ⬛
CLEAN VERSION OF PROPOSED SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CHAMPION HOMES, INC.
ARTICLE I
NAME
The name of the Corporation is Champion Homes, Inc.
ARTICLE II
PURPOSES
(a) To manufacture, build, construct, make and repair factory built housing and buildings, including all classes of dwelling houses, garages, outbuildings, farm buildings, commercial and industrial buildings, and improvements of any kind and nature whatsoever (collectively “Housing and Buildings”), and parts for same; to buy, sell, trade and exchange, and to otherwise deal in Housing and Buildings, at wholesale and at retail; and to do any and all things legal, necessary or proper to be done for the successful conduct of the business herein contemplated and incident to said business.
(b) To make, construct, and build materials for the construction, alteration, or repair of any and all Housing and Buildings, and improvements of any kind and nature whatsoever; to make, construct and build any and all classes of cabinets, and ready-cut and pre-fabricated housing and building materials and products.
(c) To conduct and carry on the business of builders and contractors for the purpose of building, erecting, constructing, altering, repairing or doing any other work in connection with any and all classes of dwelling houses, garages, outbuildings, farm buildings, commercial and industrial buildings, and improvements of any kind and nature whatsoever, including the locating, laying out and constructing of road, avenues, docks, slips, sewers, bridges, wells, walls and all classes of buildings, erections and works, both public and private, or integral parts thereof.
(d) To buy, sell, trade and deal in, at wholesale and retail, any and all kinds of new and second-hand building materials, and products.
(e) To acquire, purchase, own, lease and operate, and to sell, lease or otherwise dispose of any and all machinery, appliance and equipment necessary, convenient or incident to the conduct of the construction business.
(f) To acquire, purchase, own, sell and lease real estate.
(g) To pay for any property, real or personal, this corporation may acquire or purchase, with shares of the capital stock, bonds or other obligations or securities of this corporation, or to issue its shares of stock in exchange therefor.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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A-5 |
⬛ EXHIBIT A
(h) The foregoing clauses shall be construed as powers, as well as purposes, and the matters expressed in each clause shall, except if otherwise provided, be in no wise limited by reference to, or inference from, the terms of any other clause, but shall be regarded as independent powers and purposes; and the enumeration of specific powers and purposes shall not be construed to limit or restrict in any manner the meaning of the general terms or the general powers of the corporation; nor shall the expressing of one thing be deemed to exclude another not expressed; although it be of like nature.
(i) The corporation shall be authorized to exercise and enjoy all other powers, rights and privileges, granted by an Act of the General Assembly of the State of Indiana, entitled “The Indiana General Corporation Act”, approved March 16, 1929, to corporations organized thereunder, and all the powers conferred by all acts heretofore or hereafter amendatory of, or supplemental to, the said Act or the said laws; and the enumeration of certain powers as herein specified, is not intended as exclusive of, or as a waiver of, any of the powers, rights or privileges granted or conferred by said Act or the said laws now or hereafter in force; provided, however, that the corporation shall not, in any state, carry on any business or exercise any powers, which a corporation organized under the laws thereof could not carry on and exercise.
(j) To engage in all types and kinds of manufacturing, and any other lawful act or activity for which corporations may be organized under The Indiana General Corporation Law.
ARTICLE III
TERM OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
AMOUNT OF CAPITAL STOCK
The total number of shares which the Corporation shall have the authority to issue is 115,000,000, consisting of 115,000,000 shares of common stock, having a par value of 2.77¢ per share (“Common Stock”).
ARTICLE V
TERMS OF CAPITAL STOCK
(a) All shares of Common Stock shall have equal and identical rights, privileges, powers, obligations, restrictions and voting rights.
(b) No shareholder of the Corporation shall have a pre-emptive right to purchase, subscribe for or take any part of any stock or any part of any notes, debentures, bonds or other securities, whether or not convertible into, or carrying options or warrants to purchase stock of the Corporation hereafter issued, optioned or sold by it.
(c) Subscribers and shareholders shall be liable for the debts of the Corporation only to the extent of any unpaid portion of their subscriptions for shares of the Corporation or any unpaid portion of the consideration for the issuance to them of shares of the Corporation, and except for such liability the private property of the shareholders, directors and officers of this Corporation shall at all times be exempt from all corporate debts and liabilities whatsoever.
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A-6 |
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EXHIBIT A ⬛
ARTICLE VI
VOTING RIGHTS OF CAPITAL STOCK
All holders of record of the Common Stock of the Corporation shall be entitled to one vote for each share of such stock so held, upon any question presented at a regular or special meeting of shareholders.
The shareholders shall at no time have the right to accumulate their votes and distribute them among the candidates for election to the Board of Directors.
The Articles of Incorporation may be amended by the affirmative vote of the holders of a majority of the Corporation’s Common Stock at the time outstanding, and entitled to vote in respect thereof.
ARTICLE VII
DATA RESPECTING DIRECTORS
Section 1. Number.
The Corporation shall have such number of Directors as shall be specified in the By-Laws.
Section 2. Qualifications.
Directors need not be shareholders of the Corporation. A majority of the Directors at any time shall be citizens of the United States.
ARTICLE VIII
PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT OF AFFAIRS OF CORPORATION
(a) The Board of Directors shall have the power, without the consent or vote of the shareholders, to make, alter, amend, change, add to, or repeal the By-Laws of the Corporation.
(b) The Corporation shall have the power to carry on and conduct its business or any part thereof, and to have one or more offices, in the State of Indiana, and in all other states, territories, colonies and dependencies of the United States, in the District of Columbia and in all or any foreign countries throughout the world; and to acquire, own, hold or use and to lease, mortgage, pledge, sell, convey, or otherwise dispose of property, real and/or personal, tangible and/or intangible, either within or outside of the State of Indiana.
(c) Regular or special meetings of the Board of Directors or Shareholders of the Corporation may be held within or without the State of Indiana.
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Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement |
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A-7 |
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Mar. 30, 2024 |
Apr. 01, 2023 |
Apr. 02, 2022 |
Apr. 03, 2021 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE TABLE The following table provides information regarding compensation actually paid to our Principle Executive Officer (“PEO”) and non-PEO NEOs during the last four fiscal years, as well as total shareholder return, net income and revenue.
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Summary Compensation Table Total for PEO ($) (1) |
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Compensation Actually Paid to PEO ($) (1) (2) |
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Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3) |
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Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) (4) |
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Value of Initial Fixed $100 Investment Based on: |
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Net Income (in thousands) ($) |
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Cumulative Total Shareholder Return ($) |
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Cumulative Peer Group Shareholder Return ($) (5) |
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2024 |
|
|
|
5,672,498 |
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|
|
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4,968,664 |
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|
|
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1,756,948 |
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|
|
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1,609,135 |
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|
|
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542.16 |
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|
|
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416.21 |
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|
|
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146,696 |
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|
|
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2,024,823 |
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|
|
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2023 |
|
|
|
8,077,646 |
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|
|
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11,308,701 |
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|
|
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2,807,914 |
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|
|
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3,727,096 |
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|
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479.78 |
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273.42 |
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|
|
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401,802 |
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|
|
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2,606,560 |
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2022 |
|
|
|
5,765,742 |
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|
|
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9,156,467 |
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|
|
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2,160,329 |
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|
|
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3,003,453 |
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|
|
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350.00 |
|
|
|
|
217.54 |
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|
|
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248,044 |
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|
|
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2,207,229 |
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2021 |
|
|
|
2,635,562 |
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|
|
|
7,280,148 |
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|
|
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1,104,635 |
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2,446,060 |
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|
|
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288.65 |
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|
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269.19 |
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|
|
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84,899 |
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|
|
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1,420,881 |
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Summary Compensation Table Total for PEO ($) |
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Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) |
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Plus: Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) |
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Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) |
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Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) |
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Compensation Actually Paid to PEO ($) |
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|
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2024 |
|
|
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5,672,498 |
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|
|
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(4,908,968 |
) |
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|
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4,908,968 |
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96,634 |
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|
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(800,468 |
) |
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4,968,664 |
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2023 |
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|
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8,077,646 |
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|
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(5,822,066 |
) |
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|
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6,585,723 |
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|
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746,685 |
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1,720,714 |
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11,308,701 |
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2022 |
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5,765,742 |
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(3,660,296 |
) |
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2,908,784 |
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2,538,546 |
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1,603,691 |
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9,156,467 |
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2021 |
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2,635,562 |
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(1,247,012 |
) |
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|
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2,278,688 |
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|
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916,685 |
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|
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2,696,225 |
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7,280,148 |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) |
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Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) |
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Plus: Average Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) |
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Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) |
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Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) |
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2024 |
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|
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1,756,948 |
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(1,328,377 |
) |
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1,328,377 |
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|
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62,140 |
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|
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(209,953 |
) |
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1,609,135 |
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2023 |
|
|
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2,807,914 |
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(1,618,567 |
) |
|
|
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1,830,868 |
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|
|
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161,192 |
|
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|
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545,689 |
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3,727,096 |
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2022 |
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|
2,160,329 |
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(1,125,595 |
) |
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936,428 |
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647,903 |
|
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384,389 |
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|
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3,003,453 |
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2021 |
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|
|
1,104,635 |
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(383,918 |
) |
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701,542 |
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276,522 |
|
|
|
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747,279 |
|
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|
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2,446,060 |
|
(1) |
For the four years presented, Mark Yost, President and CEO served as the Company’s PEO. The amounts shown in the “Summary Compensation Table Total for PEO” column reflect the amounts of total compensation reported for Mr. Yost for each corresponding year in the “Total” column of the Summary Compensation Table. |
(2) |
Adjustments to the Summary Compensation Table Total to arrive at Compensation Actually Paid (“CAP”) for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. |
(3) |
Non-PEO NEOs were: Laurie Hough, Tim Larson, Joseph Kimmel, and Wade Lyall in fiscal 2024 and 2023; Laurie Hough, Tim Larson, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2022; and Laurie Hough, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2021. |
(4) |
Adjustments to the Summary Compensation Table Total to arrive at CAP for non-PEO NEOs are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. |
(5) |
The peer group consists of Beazer Homes USA, Cavco Industries, Century Communities, LGI Homes, MDC Holdings, M/I Homes, Meritage Homes, Quanex Building Products Corp, and Tri Pointe Group, which is the same peer group we use in our fiscal 2024 Annual Report on Form 10-K. The peer group TSR calculation is weighted by market capitalization at the beginning of the applicable period. The comparison assumes $100 was invested for the period starting March 28, 2020, through the end of the listed fiscal year. The below graph illustrates the relationship between our Cumulative TSR and peer group TSR, and the relationship between our CAP and the cumulative TSR for the Company and our peer group: |
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Company Selected Measure Name |
Revenue
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Named Executive Officers, Footnote |
Non-PEO NEOs were: Laurie Hough, Tim Larson, Joseph Kimmel, and Wade Lyall in fiscal 2024 and 2023; Laurie Hough, Tim Larson, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2022; and Laurie Hough, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2021.
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Peer Group Issuers, Footnote |
The peer group consists of Beazer Homes USA, Cavco Industries, Century Communities, LGI Homes, MDC Holdings, M/I Homes, Meritage Homes, Quanex Building Products Corp, and Tri Pointe Group, which is the same peer group we use in our fiscal 2024 Annual Report on Form 10-K.
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PEO Total Compensation Amount |
$ 5,672,498
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$ 8,077,646
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$ 5,765,742
|
$ 2,635,562
|
PEO Actually Paid Compensation Amount |
$ 4,968,664
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11,308,701
|
9,156,467
|
7,280,148
|
Adjustment To PEO Compensation, Footnote |
(2) |
Adjustments to the Summary Compensation Table Total to arrive at Compensation Actually Paid (“CAP”) for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. |
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|
Summary Compensation Table Total for PEO ($) |
|
Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) |
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Plus: Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) |
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Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) |
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Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) |
|
Compensation Actually Paid to PEO ($) |
|
|
|
|
|
|
|
2024 |
|
|
|
5,672,498 |
|
|
|
|
(4,908,968 |
) |
|
|
|
4,908,968 |
|
|
|
|
96,634 |
|
|
|
|
(800,468 |
) |
|
|
|
4,968,664 |
|
|
|
|
|
|
|
|
2023 |
|
|
|
8,077,646 |
|
|
|
|
(5,822,066 |
) |
|
|
|
6,585,723 |
|
|
|
|
746,685 |
|
|
|
|
1,720,714 |
|
|
|
|
11,308,701 |
|
|
|
|
|
|
|
|
2022 |
|
|
|
5,765,742 |
|
|
|
|
(3,660,296 |
) |
|
|
|
2,908,784 |
|
|
|
|
2,538,546 |
|
|
|
|
1,603,691 |
|
|
|
|
9,156,467 |
|
|
|
|
|
|
|
|
2021 |
|
|
|
2,635,562 |
|
|
|
|
(1,247,012 |
) |
|
|
|
2,278,688 |
|
|
|
|
916,685 |
|
|
|
|
2,696,225 |
|
|
|
|
7,280,148 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,756,948
|
2,807,914
|
2,160,329
|
1,104,635
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,609,135
|
3,727,096
|
3,003,453
|
2,446,060
|
Adjustment to Non-PEO NEO Compensation Footnote |
(4) |
Adjustments to the Summary Compensation Table Total to arrive at CAP for non-PEO NEOs are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) |
|
Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) |
|
Plus: Average Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) |
|
Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) |
|
Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
|
|
|
|
|
|
2024 |
|
|
|
1,756,948 |
|
|
|
|
(1,328,377 |
) |
|
|
|
1,328,377 |
|
|
|
|
62,140 |
|
|
|
|
(209,953 |
) |
|
|
|
1,609,135 |
|
|
|
|
|
|
|
|
2023 |
|
|
|
2,807,914 |
|
|
|
|
(1,618,567 |
) |
|
|
|
1,830,868 |
|
|
|
|
161,192 |
|
|
|
|
545,689 |
|
|
|
|
3,727,096 |
|
|
|
|
|
|
|
|
2022 |
|
|
|
2,160,329 |
|
|
|
|
(1,125,595 |
) |
|
|
|
936,428 |
|
|
|
|
647,903 |
|
|
|
|
384,389 |
|
|
|
|
3,003,453 |
|
|
|
|
|
|
|
|
2021 |
|
|
|
1,104,635 |
|
|
|
|
(383,918 |
) |
|
|
|
701,542 |
|
|
|
|
276,522 |
|
|
|
|
747,279 |
|
|
|
|
2,446,060 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
Compensation Actually Paid vs. Net Income |
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
Total Shareholder Return Vs Peer Group |
|
|
|
|
Tabular List, Table |
We structure our executive compensation program to award compensation that depends on, and rewards executives on the basis of individual and Company short and long-term performance and thereby fosters a pay-for-performance culture. The Compensation Committee selects the metrics used for both our short-term and long-term incentive awards because it believes they effectively drive financial and operational performance and incentivize our executives to pursue actions that create sustainable shareholder value. The financial performance measures used by the Company for fiscal 2024 to align the compensation actually paid to the Company’s NEOs to Company performance are:
|
|
Financial Performance Measures |
|
Revenue |
|
Earnings per Share |
|
Relative Total Shareholder Return |
|
Single Family Home Completion Market Share |
|
|
|
|
Total Shareholder Return Amount |
$ 542.16
|
479.78
|
350
|
288.65
|
Peer Group Total Shareholder Return Amount |
416.21
|
273.42
|
217.54
|
269.19
|
Net Income (Loss) |
$ 146,696,000
|
$ 401,802,000
|
$ 248,044,000
|
$ 84,899,000
|
Company Selected Measure Amount |
2,024,823,000
|
2,606,560,000
|
2,207,229,000
|
1,420,881,000
|
PEO Name |
Mark Yost
|
|
|
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Revenue
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Earnings per Share
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Relative Total Shareholder Return
|
|
|
|
Measure:: 4 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Single Family Home Completion Market Share
|
|
|
|
PEO | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (4,908,968)
|
$ (5,822,066)
|
$ (3,660,296)
|
$ (1,247,012)
|
PEO | Fair Value of Unvested Equity at Fiscal YearEnd (Current Year Awards) [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
4,908,968
|
6,585,723
|
2,908,784
|
2,278,688
|
PEO | Increase (Decrease) in Fair Value of Equity Vested During Fiscal Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
96,634
|
746,685
|
2,538,546
|
916,685
|
PEO | Increase (Decrease) in Fair Value of Unvested Equity at Fiscal YearEnd (Prior Year Awards) [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(800,468)
|
1,720,714
|
1,603,691
|
2,696,225
|
Non-PEO NEO | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(1,328,377)
|
(1,618,567)
|
(1,125,595)
|
(383,918)
|
Non-PEO NEO | Fair Value of Unvested Equity at Fiscal YearEnd (Current Year Awards) [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
1,328,377
|
1,830,868
|
936,428
|
701,542
|
Non-PEO NEO | Increase (Decrease) in Fair Value of Equity Vested During Fiscal Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
62,140
|
161,192
|
647,903
|
276,522
|
Non-PEO NEO | Increase (Decrease) in Fair Value of Unvested Equity at Fiscal YearEnd (Prior Year Awards) [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (209,953)
|
$ 545,689
|
$ 384,389
|
$ 747,279
|