Independent
Tenure on this board
3.3 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect two Class II directors, Olivia Nottebohm and Saori Casey, each to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its compensation philosophy and practices—which emphasize attracting, motivating and retaining executives through a mix of base salary, performance-based cash bonuses, performance-based stock units (PSUs) and time-based restricted stock units (RSUs)—and to demonstrate alignment between executive pay and stockholder interests. The program emphasizes pay-for-performance: a material portion of executive pay is delivered through PSUs and RSUs, and 2025 incentive metrics included Booked Residential Units (40%), Revenue (30%) and Adjusted GAAP Operating Margin (30%), producing a blended payout of 148% for 2025. The Board has chosen to hold say-on-pay annually and points to a strong history of stockholder support (approx. 99.6% in 2025 and ~97.9% average over five years) as evidence that its practices are accepted by investors. The vote is advisory and not binding, but the Board and Compensation Committee state they will carefully consider the outcome when setting future compensation. Notably, recent compensation actions include sizable equity grants to senior executives (including a multi-million-dollar equity package for the CEO under a new employment agreement) and a 60/40 PSU/RSU mix adopted under the 2025 Plan; these practices increase both pay-for-performance exposure and potential dilution. The recommendation to vote FOR is grounded in the Board’s view that the program balances growth incentives with cost discipline, aligns long-term executive incentives with stockholder value, and includes governance features such as clawback provisions and committee oversight. From a governance perspective, investors should weigh the advisory nature of the vote, the disclosed pay practices (including CEO employment agreement terms and change-in-control/severance protections), and the company’s strong historical support when evaluating whether to support management’s compensation policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.59% | 1,621,231 | $256M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.20% | 1,485,373 | $234M |
| 3 | PRINCIPAL FINANCIAL GROUP INC | 4.07% | 1,438,247 | $227M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.96% | 1,047,945 | $165M |
| 5 | Ashe Capital Management, LP | 2.96% | 1,047,915 | $165M |
| 6 | STATE STREET CORP | 2.04% | 721,657 | $114M |
| 7 | BlackRock, Inc. | 1.94% | 685,092 | $108M |
| 8 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.82% | 643,231 | $102M |
| 9 | Nellore Capital Management LLC | 1.80% | 636,302 | $100M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.38% | 488,936 | $77M |
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