Independent
Tenure on this board
11.6 yrs
7 nominees · 3 ballot items.
Three management proposals: election of seven director nominees, ratification of Ernst & Young LLP as independent auditors for 2026, and an advisory Say-on-Pay vote to approve 2025 named executive officer compensation.
Elect Ryan Edone, Eric Lipar, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, and Robert Vahradian to the Board of Directors to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for 2025, as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the 2025 compensation of LGI’s named executive officers (NEOs) as disclosed in the proxy materials. Management seeks approval to affirm its compensation philosophy and practices—emphasizing pay-for-performance through a mix of base salary, short-term cash incentives (STI) and long-term incentives (LTI) comprised of performance share units (PSUs) tied to three-year cumulative basic EPS and time-based restricted stock units (RSUs). The Compensation Committee describes objective STI metrics (75% pre-tax net income, 25% homes closed) and a PSU design that includes caps tied to absolute TSR and payout ranges from 0% to 200%, as well as governance features such as clawbacks, stock ownership guidelines and benchmarking by an independent consultant. Contextually, 2025 operating results fell short of targets (pre-tax net income and home closings below threshold), producing a 0% annual bonus payout under the stated metrics, which is material background for evaluating whether pay outcomes matched performance. Management emphasizes retention and alignment—three-year cliff vesting, performance metrics, and newly adopted change-in-control severance agreements—while noting prior strong shareholder support for Say-on-Pay. The vote is advisory and non-binding, but the Board and Compensation Committee will consider results when setting future pay. For an analyst, key evaluation points include the disconnect in 2025 between disclosed target metrics and actual payouts, the PSU cap tied to TSR, the degree of discretion retained by the Compensation Committee to adjust awards, and whether the mix of incentive design appropriately mitigates excessive risk while promoting long-term value creation. Given the detailed disclosures on metrics, governance safeguards, and benchmarking, the Board's recommendation reflects a governance view that the program is appropriately calibrated despite near-term underperformance; however, shareholders will focus on realized pay outcomes relative to the weak 2025 financial results and whether that supports continued high levels of target LTI opportunity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.10% | 2,347,462 | $93M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.49% | 1,274,949 | $50M |
| 3 | STATE STREET CORP | 5.34% | 1,240,754 | $49M |
| 4 | Altshuler Shaham Ltd | 4.62% | 1,072,998 | $42M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.44% | 1,031,622 | $41M |
| 6 | CDAM (UK) Ltd | 3.87% | 900,231 | $36M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.74% | 868,908 | $34M |
| 8 | River Road Asset Management, LLC | 3.60% | 837,407 | $33M |
| 9 | DISCIPLINED GROWTH INVESTORS INC /MN | 3.11% | 721,601 | $29M |
| 10 | BlackRock, Inc. | 3.07% | 713,434 | $28M |
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