Meritage Homes Corporation
01/10/2024 | Press release | Distributed by Public on 01/10/2024 07:49
Management Change/Compensation - Form 8-K
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 9, 2024, Meritage Homes Corporation (the "Company") and Steven J. Hilton, Executive Chairman, entered into a new employment agreement. Pursuant to this agreement, Mr. Hilton's employment term ends on December 31, 2024, and includes an automatic extension renewal provision that extends the term of the agreement for one year unless he or the Company notifies the other that it wishes to terminate the agreement within sixty days prior to the expiration date of any renewal term. There are no changes to any of the amounts or components of Mr. Hilton's compensation in the new employment agreement as described in the Company's definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on March 24, 2023.
The above description of Mr. Hilton's employment agreement is qualified in its entirety by the terms and conditions set forth in the employment letter agreement at Exhibit 10.1 to this Form 8-K, which is incorporated by reference herein.
Also on January 9, 2024, the Executive Compensation Committee (the "Compensation Committee") of the Company approved increases in certain components of compensation for Phillippe Lord, Chief Executive Officer, Hilla Sferruzza, Executive Vice President and Chief Financial Officer, Clinton Szubinski, Executive Vice President and Chief Operating Officer, Malissia Clinton, Executive Vice President and General Counsel, and Javier Feliciano, Executive Vice President and Chief People 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 notices filed herewith as exhibits to this Form 8-K and incorporated by reference herein.
Base Salary Compensation
The base salary for each executive will be increased effective January 1, 2024 as shown in the table below.
| Executive Officer | Revised Base Salary |
| Phillippe Lord | $1,000,000 |
| Hilla Sferruzza | $775,000 |
| Clinton Szubinski | $750,000 |
| Malissia Clinton | $540,000 |
| Javier Feliciano | $500,000 |
Performance-Based Cash Incentive and Equity (Non-Cash) Compensation
The target annual cash incentive bonus and target value of equity compensation (non-cash) increased to the amounts noted below.
| Executive Officer | Revised Annual Target Cash Incentive Compensation |
Revised Annual Target (non-cash) Equity Incentive Compensation(1)
|
| Phillippe Lord | $3,000,000 | $5,000,000 |
| Hilla Sferruzza | $1,356,250 | $1,743,750 |
| Clinton Szubinski | $1,875,000 | $2,062,500 |
| Malissia Clinton | $540,000 | $918,000 |
| Javier Feliciano | $375,000 | $825,000 |
(1) 50% of the award value is to be comprised of time-based restricted stock units and 50% of the award value is to be comprised of performance-based awards.