Not independent
Tenure on this board
17.9 yrs
Also a director at
Greenlight Capital Re Ltd (GLRE)
7 nominees · 3 ballot items.
Three proposals: (1) election of seven directors to the Board, (2) a non-binding advisory vote to approve executive compensation (say-on-pay), and (3) ratification of RSM US LLP as the company’s independent auditors for 2026 — the Board recommends a vote FOR each.
Elect seven individuals to serve as directors for one-year terms until the next annual meeting and until their successors are duly elected and qualified; all nominees are incumbent directors.
A non-binding, advisory resolution asking stockholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval of the company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm that the company’s compensation design—comprised of base salary, an annual incentive plan tied to financial metrics and strategic objectives, and a 2025-adopted Long-Term Incentive Plan (LTIP) with time-based RSUs and performance-based PSUs tied to ROA CAGR and relative TSR—appropriately aligns management and stockholder interests. The Board notes that the advisory vote is held every three years per the stockholders’ prior vote, and that the last say-on-pay resulted in strong stockholder support; the proxy highlights that 98% of votes were in favor in 2023. Management frames the program as heavily performance-based (e.g., 81% of the CEO’s 2025 target direct compensation was performance-based) and emphasizes features intended to promote long-term alignment and retention, such as multi-year performance periods, clawback policy, stock ownership guidelines, and limited perquisites. The Board also explains how 2025 incentive measures were set and how payouts were determined, calling out the adoption of ROA and relative TSR PSUs for multi-year incentives and the use of comparative peer metrics for annual incentives. While the vote is advisory and non-binding, a FOR vote signals stockholder support for the compensation framework and gives the Compensation Committee confirmation to continue its current design; a significant negative vote could trigger reconsideration of metric design, pay levels, or disclosure practices. The Board and Compensation Committee commit to considering voting outcomes and stockholder feedback when making future compensation decisions. In the context of Green Brick’s recent financial and operational performance (strong TSR and company-reported outperformance versus peers on several metrics), management emphasizes that the compensation program seeks to reward delivered shareholder value while retaining leadership through targeted LTI and AIP structures.
Ratify the Audit Committee’s selection of RSM US LLP as Green Brick Partners’ independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DME Capital Management, LP | 20.03% | 8,642,507 | $557M |
| 2 | BlackRock, Inc. | 8.14% | 3,510,387 | $226M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.82% | 1,648,539 | $106M |
| 4 | FMR LLC | 3.47% | 1,498,581 | $97M |
| 5 | STATE STREET CORP | 3.38% | 1,459,520 | $94M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.16% | 1,363,100 | $88M |
| 7 | BlackRock, Inc. | 2.16% | 933,861 | $60M |
| 8 | DME Capital Management, LP | 1.91% | 824,876 | $53M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.49% | 642,401 | $41M |
| 10 | SALEM INVESTMENT COUNSELORS INC | 1.49% | 641,855 | $41M |
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