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DEF 14A 1 dhiproxydoc-2022meeting.htm DEF 14A Document

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

____________________


Filed by the Registrant ý		Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

D.R. Horton, Inc.

(Name of Registrant as Specified In Its Charter)

____________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

Wednesday, January 26, 2022

Dear Stockholders of D.R. Horton:

You are invited to attend the 2022 Annual Meeting of Stockholders of D.R. Horton, America’s Builder. Our 2022 Annual Meeting will be held at our corporate offices located at: 1341 Horton Circle, Arlington, Texas 76011, on Wednesday, January 26, 2022, at 10:00 a.m. Central Time, for the following purposes:

•To elect the seven directors named in our proxy statement;

•To seek an advisory vote on the approval of executive compensation;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm; and

•To conduct other business properly brought before the meeting.

Only stockholders of record at the close of business on Tuesday, November 30, 2021, are entitled to notice of and to vote at the 2022 Annual Meeting or any adjournment thereof.

Whether or not you plan to attend the meeting, your vote is very important. For the convenience of our stockholders, proxies may be submitted either by telephone, electronically through the Internet, or by mail. For casting your vote by mail, a form of proxy on which to indicate your vote and a postage-paid envelope in which to return your proxy are enclosed. WE URGE YOU TO COMPLETE AND RETURN YOUR PROXY BY ONE OF THESE METHODS SO THAT YOUR SHARES WILL BE REPRESENTED. If you decide later to attend the 2022 Annual Meeting, you may revoke your proxy at that time and vote your shares in person. If you desire any additional information concerning the 2022 Annual Meeting, we would be glad to hear from you.


						Very truly yours,


						DONALD R. HORTON
						Chairman of the Board

Arlington, Texas
December 20, 2021

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Your vote is important. You are invited to attend the meeting in person, although due to the public health impact of the COVID-19 pandemic, anyone who does not feel well should not attend. Attendees will be expected to comply with important health and safety protocols as recommended or required by the Centers for Disease Control and Prevention or state or local governments, including: wearing an appropriate face covering at all times, hand washing and/or applying hand sanitizer upon arrival and maintaining a six-feet distance from other attendees. If it is determined that a change in the date, time or location of the 2022 Annual Meeting or a change to a virtual meeting format is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the Securities and Exchange Commission, and on the Investor Relations section of our website. Please check our website in advance of the meeting date if you are planning to attend in person.

If you need directions to the meeting location, please call (817) 390-8200 and ask for our Investor Relations department. Whether or not you plan to attend the meeting, and no matter how many shares you own, please vote over the internet or by telephone, or, if you received by mail or printed a paper proxy card, you may also vote by signing, dating and returning the proxy card by mail. By voting before the meeting, you will help us ensure that there are enough stockholders voting to hold a meeting and avoid added proxy solicitation costs. If you attend the meeting, you may vote in person, if you wish, even if you have previously submitted a proxy. You may revoke your proxy at any time by following the instructions under “Voting Information — How You Can Change or Revoke Your Vote.”

Important Notice Regarding Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be held on January 26, 2022. The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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TABLE OF CONTENTS


			Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			Cover Page

MESSAGE TO OUR STOCKHOLDERS			iii

GENERAL			1
Time, Place and Purposes of Meeting			1
Solicitation of Proxies			1
Revocation and Voting of Proxies			1
Outstanding Shares and Voting Rights			2
Quorum Requirement			2
Vote Required			2
Stockholders Sharing the Same Address			3
Future Stockholder Communications through the Internet			4
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held January 26, 2022			4

PROPOSAL ONE — ELECTION OF DIRECTORS			5
Selection of Director Nominees			6
Nominees for Director			7
Other Executive Officers			12

CORPORATE GOVERNANCE AND BOARD MATTERS			13
Corporate Governance Highlights			13
Corporate Governance Standards			14
Board Leadership Structure, Board’s Role in Risk Oversight and Board and Committee Meetings			18
Compensation of Directors			23
Director Compensation for Fiscal 2021			24

BENEFICIAL OWNERSHIP OF COMMON STOCK			25
Management			25
Certain Other Beneficial Owners			27

EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis			28
Executive Compensation Objectives			30
Components of Compensation			31
Outline of Executive Compensation Actions			32
Other Compensation and Stock Matters			46
Advisory Vote and Process for Determining Compensation			47
Use of Compensation Peer Group Data			48
Compensation Committee Report			49
Executive Compensation Tables			50
Summary Compensation Table			50
Grants of Plan-Based Awards			52
Outstanding Equity Awards at Fiscal Year-End			53
Option Exercises and Stock Vested			54
Nonqualified Deferred Compensation Plans			54
Nonqualified Deferred Compensation Table			55

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			Page

Potential Payments Upon Termination or Change in Control			56
Potential Payments Upon Termination or Change in Control Table			58

CEO PAY RATIO			60

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			61

PROPOSAL TWO — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION			67

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			68
Audit Fees and All Other Fees			68
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			69
Audit Committee Report			70

PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			71

STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			72

REQUESTING DOCUMENTS FROM THE COMPANY			73

OTHER MATTERS			73

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Message to Our Stockholders:

We are extremely proud of the D.R. Horton team’s performance in fiscal 2021. We completed our 20th consecutive year as the largest homebuilder in the United States by closing 81,965 homes during fiscal 2021. Our consolidated revenues and pre-tax income were 37% and 80% higher than fiscal 2020, respectively. Over the last five years, we have grown our revenues by 128% and our earnings per share by 383%, while also generating $5.9 billion of homebuilding cash from operations, more than doubling our book value per share, reducing our homebuilding leverage to below 20% and significantly increasing our returns on inventory and equity to greater than 30%. Our strong balance sheet, ample liquidity and low leverage provide us with significant financial flexibility. We plan to maintain our disciplined approach to investing capital to enhance the long-term value of our Company, including returning capital to our shareholders through both dividends and share repurchases on a consistent basis.

Housing market conditions remain robust, and we are well-positioned for strong demand with our affordable product offerings, ample lot supply and housing inventory. However, supply chain disruptions have caused shortages of building materials and labor, so homebuyer demand exceeded our capacity to deliver homes in fiscal 2021. In response, we slowed our homes sales pace to align with our production capacity and to provide better certainty regarding the home close date to our homebuyers. Our team is adapting well to changing conditions, with a continued strategic focus to maximize our returns and capital efficiency in each of our communities while increasing our market share. The average selling price of our homes is one of the lowest in the homebuilding industry, making our homes attainable for a diverse customer base of potential entry-level and first-time homebuyers seeking to achieve the American Dream of homeownership.

The resilience of our business during uncertain conditions the last two years continues to highlight that our employees are the primary strength of our Company. Our employees share in our success on both an annual and long-term basis through participation in numerous incentive compensation and stock ownership plans. We are committed to hiring, developing and supporting a diverse and inclusive workplace by attracting and retaining talented and experienced individuals to manage and support our operations, and we continually work to improve the quality of our workforce and work environments. Our Company's culture is centered on accountability, integrity and providing growth opportunities for our employees based on competence, effort and character, which provides a long-term focus and continuity to our operations. During fiscal 2021, we increased our number of employees through hiring in all of our operating segments, and we also increased our paid time off benefits, while continuing to offer the flexibility of remote working arrangements and other accommodations for our employees as needed during the ongoing pandemic.

We operate in 98 markets across the country in a highly decentralized manner. Our team of employees in each market strive to have a positive influence on their local communities, not only by providing new homes to their neighbors, but also by supporting local organizations that enhance the well-being of the community and help those in need, especially during the ongoing pandemic. This support is demonstrated through numerous efforts including team volunteering projects, support of individual employee volunteer efforts, assistance to municipalities during natural disasters, various types of donations, direct charitable contributions and cooperation with our trade partners in supporting various charitable causes. Homebuilding is a local business, and we are proud to support the local communities where our employees and customers live and work.

During 2021, we further evaluated our Company’s governance and impact on the environment and society, including issues that are of particular interest to our Board of Directors, such as workforce health and safety, business ethics and compliance, human capital management, diversity and inclusion, data privacy and protection, energy efficiency, climate change and other environmental matters. While we have always put people first in everything we do, in July 2021, our Board approved a Human Rights Policy in which we formally committed to respecting and supporting internationally recognized human rights as defined and outlined by the United Nations and the International Labour Organization. The Board also approved our Political Contributions Policy Statement, in which we disclose financial information relating to our political contributions that will be updated each fiscal year. Our Board of Directors is committed to reviewing this statement on an annual basis to ensure full transparency to our stakeholders.

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1341 Horton Circle

Arlington, Texas 76011

www.drhorton.com

PROXY STATEMENT

for the

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On January 26, 2022

GENERAL

Time, Place and Purposes of Meeting

Our 2022 Annual Meeting of Stockholders will be held on Wednesday, January 26, 2022, at 10:00 a.m. Central Time, at our corporate offices located at 1341 Horton Circle, Arlington, Texas. The purposes of the 2022 Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders to which this Proxy Statement is attached. D.R. Horton, Inc. is referred to as “D.R. Horton,” the “Company,” “we,” and “our” in this Proxy Statement.

Solicitation of Proxies

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of D.R. Horton. D.R. Horton expects that this Proxy Statement and the accompanying form of proxy will first be released to our stockholders of record on or about December 20, 2021. The cost of this solicitation will be paid by D.R. Horton. The solicitation of proxies will be made primarily by use of the mail. In addition, directors, officers and regular employees of D.R. Horton may make solicitations without special compensation by telephone, facsimile, e-mail or personal interview. They may request banks, brokers, fiduciaries and other persons holding stock in their names, or in the names of their nominees, to forward proxies and proxy materials to their principals and obtain authorization for the execution and return of such proxies to management. D.R. Horton will reimburse such banks, brokers and fiduciaries for their reasonable out-of-pocket expenses for this service. D.R. Horton has engaged Innisfree to act as D.R. Horton’s proxy solicitor in connection with the proposals to be acted upon at the 2022 Annual Meeting. Pursuant to D.R. Horton’s agreement with Innisfree, it will, among other things, provide advice regarding proxy solicitation issues and solicit proxies from D.R. Horton’s stockholders on D.R. Horton’s behalf in connection with the 2022 Annual Meeting. For these services, D.R. Horton will pay a fee estimated to be $30,000, plus expenses.

Revocation and Voting of Proxies

Stockholders may vote by marking, signing and dating each proxy card received and returning it in the prepaid envelope, by telephone or electronically through the Internet by following the instructions included on the enclosed proxy card or by casting votes in person at the meeting. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed to comply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. Stockholders who hold shares in “street name” through a broker or other nominee may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that institution.

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Any proxy given may be revoked by a stockholder at any time before it is exercised by filing with D.R. Horton a notice in writing revoking it, by duly executing and returning a proxy bearing a later date or by voting by telephone or Internet. Proxies also may be revoked by any stockholder present at the 2022 Annual Meeting who expresses a desire to vote his or her shares in person. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. If you require directions to our meeting, please call (817) 390-8200 and ask for our Investor Relations department. Subject to such revocation and except as otherwise stated herein or in the form of proxy, all proxies duly executed and received prior to or at the time of the 2022 Annual Meeting will be voted in accordance with the specifications of the proxies. If no specification is made, proxies will be voted as follows: (i) FOR each of the nominees for election of directors (see Proposal One on page 5), (ii) FOR the adoption of the advisory resolution on executive compensation (see Proposal Two on page 67), and (iii) FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (see Proposal Three on page 71), and at the discretion of the proxy holders on all other matters properly brought before the 2022 Annual Meeting or any adjournment or postponement thereof.

Outstanding Shares and Voting Rights

November 30, 2021 has been set as the record date for the purpose of determining stockholders entitled to notice of and to vote at the 2022 Annual Meeting. There were 356,181,392 shares of D.R. Horton’s common stock, $.01 par value, issued and outstanding on the record date. On any matter submitted to a stockholder vote, each holder of common stock will be entitled to one vote, in person or by proxy, for each issued and outstanding share of common stock registered in his or her name on the books of D.R. Horton as of the record date. A list of such stockholders will be available for examination by any stockholder at the offices of D.R. Horton set forth above for at least ten days before the 2022 Annual Meeting. If you would like to view the stockholder list, please email Thomas B. Montaño, our Corporate Secretary, at tbmontano@drhorton.com.

Quorum Requirement

The D.R. Horton Bylaws provide that there will be a quorum if the holders of a majority of the issued and outstanding shares of common stock entitled to vote are present in person or represented by proxy. The aggregate number of votes entitled to be cast by all stockholders present in person or represented by proxy at the 2022 Annual Meeting, whether those stockholders vote for, against or abstain from voting on any matter, will be counted for purposes of determining whether a quorum exists. Broker non-votes, which are described below under “Vote Required,” will be considered present for purposes of determining whether a quorum exists.

Vote Required


NOTICE: Brokers and banks are not permitted to vote on certain non-routine proposals without instructions from the beneficial owner, as discussed in more detail below. Proposal One and Proposal Two are non-routine proposals. Therefore, if your shares are held through a broker, bank or other nominee, your shares will not be voted on Proposal One or Proposal Two unless you provide voting instructions to your broker or bank as described herein.

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If a broker or bank holds your shares, you may have received this Proxy Statement directly from them, together with instructions as to how to direct the broker or bank to vote your shares. If you intend to have your vote counted, it is important that you return your voting instructions to your broker or bank. Under the rules of the New York Stock Exchange (“NYSE”), a broker or bank has the authority to vote on certain “routine” proposals without voting instructions from the beneficial owner. A “broker non-vote” occurs when the broker or bank is unable to vote on a “non-routine” proposal because it does not have discretionary authority and the beneficial owner has not provided voting instructions. Brokers or banks may not vote on Proposal One or Proposal Two at the 2022 Annual Meeting without voting instructions from the beneficial owner because those proposals are non-routine proposals. Brokers and banks may vote on Proposal Three at the 2022 Annual Meeting without voting instructions from the beneficial owner because this is a routine proposal.

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The following table reflects the vote required for each proposal and the effect of broker non-votes and abstentions on the vote, assuming a quorum is present at the meeting:


Proposal		Vote Required		NYSE Routine and Non-Routine Matters: Effect of Broker Non-Votes and Abstentions

(1)	Election of Directors	(1)	The number of shares voted “for” a director must exceed the number of shares voted “against” that director	(1)	Non-Routine: Brokers and banks do not have discretionary authority to vote on this proposal in the event voting instructions are not received from street-name holder Broker non-votes have no effect Abstentions have no effect

(2)	Advisory vote on the approval of executive compensation	(2)	An affirmative vote of the holders of a majority of our common stock which has voting power present in person or represented by proxy and entitled to vote	(2)	Non-Routine: Brokers and banks do not have discretionary authority to vote on this proposal in the event voting instructions are not received from street-name holder Broker non-votes have no effect Abstentions have the same effect as a vote against the proposal

(3)	Ratification of Ernst & Young LLP as our independent registered public accounting firm	(3)	An affirmative vote of the holders of a majority of our common stock which has voting power present in person or represented by proxy and entitled to vote	(3)	Routine: Brokers and banks have discretionary authority to vote on this proposal in the event voting instructions are not received from street-name holder Abstentions have the same effect as a vote against the proposal

Stockholders Sharing the Same Address

The broker, bank or other nominee of any stockholder who is a beneficial owner, but not the record holder, of the Company’s common stock may deliver only one copy of this Proxy Statement and our Annual Report to multiple stockholders sharing an address, unless the broker, bank or nominee has received contrary instructions from one or more of the stockholders.

In addition, with respect to record holders, in some cases, only one copy of this Proxy Statement and our Annual Report will be delivered to multiple stockholders sharing an address, unless the Company has received contrary instructions from one or more of the stockholders. Upon written or oral request, the Company will deliver promptly free of charge a separate copy of this Proxy Statement and our Annual Report to a stockholder at a shared address to which a single copy was delivered. You can notify your broker, bank or other nominee (if you are not the record holder) or the Company (if you are the record holder) that you wish to receive a separate copy of our proxy statements and annual reports in the future, or alternatively, that you wish to receive a single copy of the materials instead of multiple copies. The Company’s contact information for these purposes is: D.R. Horton, Inc., Attention: Jessica Hansen, Vice President of Investor Relations, 1341 Horton Circle, Arlington, Texas 76011, telephone number: (817) 390-8200 or e-mail: InvestorRelations@drhorton.com.

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Future Stockholder Communications through the Internet

Stockholders may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. The consent of stockholders who have previously consented to electronic delivery will remain in effect until withdrawn. To consent to electronic delivery:

•stockholders whose shares are registered in their own name, and not in “street name” through a broker or other nominee, may simply log in to www.proxyvote.com, the Internet site maintained by Broadridge Financial Solutions, Inc. and follow the step-by-step instructions; and

•stockholders whose shares are registered in “street name” through a broker or other nominee must first vote their shares using the Internet at: www.proxyvote.com, the Internet site maintained by Broadridge Financial Solutions, Inc., and immediately after voting, fill out the consent form that appears on-screen at the end of the Internet voting procedure.

The consent to receive stockholder communications through the Internet may be withdrawn at any time to resume receiving stockholder communications in printed form.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD JANUARY 26, 2022 The Notice, Proxy Statement and Annual Report on Form 10-K are available at https://materials.proxyvote.com/23331A

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PROPOSAL ONE

ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven directors. Six of our directors were elected by our stockholders at the 2021 Annual Meeting, and Dr. Carson was appointed by our Board on April 20, 2021. Our directors will serve until the 2022 Annual Meeting and until his or her successor has been elected and qualified.

The Nominating and Governance Committee (the "Nominating and Governance Committee") recommended to the Board of Directors our seven directors as director nominees, each of whom is listed under the heading “Nominees for Director” on page 7.

After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following seven nominees for election to our Board of Directors:

•

Donald R. Horton

•

Benjamin S. Carson, Sr.

•

Barbara K. Allen

•

Michael W. Hewatt

•

Brad S. Anderson

•

Maribess L. Miller

•

Michael R. Buchanan

Unless otherwise specified in the accompanying proxy, the shares voted by proxy will be voted for each of the persons named as a director nominee for election as a director. Each director nominee elected as a director will be elected for a one-year term and will serve until the next annual meeting of stockholders and his or her successor has been elected and qualified. We do not know of any reason why any of the nominees would be unable to serve. However, if any of the nominees is unable to serve or for good cause will not serve as a director at the time of the 2022 Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies may vote “FOR” that substitute nominee.

The Board of Directors Unanimously Recommends that Stockholders Vote "FOR"

Each of our Seven Nominees for Director.

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Selection of Director Nominees

Our Nominating and Governance Committee evaluates potential director nominees based on the following qualifications, experiences and characteristics.

Qualifications and Characteristics for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying nominees for director, including considering potential director candidates who come to the Committee’s attention through current officers, directors, professional search firms, stockholders or other persons. Once a potential nominee has been identified, the Nominating and Governance Committee evaluates whether the nominee has appropriate qualifications, experiences and characteristics to become a director in light of the current make-up of the Board of Directors. We believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. The Company has a policy that ensures consideration of gender, racially and ethnically diverse board candidates when the Board and Nominating and Governance Committee evaluates director refreshment opportunities, reflecting our commitment to diversity in the composition of our Board. In fiscal 2021, our Chairman identified Dr. Carson as a potential director nominee and presented him to our Nominating and Governance Committee, which recommended him to our Board in April 2021. Dr. Carson was elected to our Board of Directors in April 2021.

Key Qualifications and Experiences. We believe the qualifications and experiences listed below are important to the overall composition of our Board. We do not require that each director possess each of these qualifications, but rather we ensure our Board as a whole possesses these qualifications.

Real Estate Experience. We seek to have directors with expertise or key experience in the real estate industry, which includes experience in homebuilding, land development, real estate brokerage and sales, commercial development and leasing, financing and banking in the real estate industry or experience in analyzing or consulting in these key areas. Real estate industry experience enables our Board to understand key operational aspects of our national homebuilding business and provides important perspective from their relevant expertise.

Business, Management, Accounting and Finance Experience. We seek to have directors with expertise or key experience in business, management, accounting, finance or similar positions. We believe these key qualifications are important to the Board as it oversees risks related to the Company’s operations.

Strategic Vision and Leadership. We seek to have directors with expertise or key experiences in positions that require strategic vision, leadership and decision making. We believe directors acquire these key qualifications through experience as executives, managers, entrepreneurs, business owners, directors, consultants, analysts or advisors. We believe these key qualifications are important to the Board, as directors with these attributes provide sound business judgment, leadership and strategic vision to the Board and the Company.

The key qualifications possessed by our nominees are discussed under each nominee’s name and profile beginning on page 7.

Key Characteristics. In addition to the key qualifications and experiences discussed above, we also believe each member of the Board of Directors should have the following characteristics:

•high personal and professional ethical standards, integrity and values;

•commitment to representing the long-term interests of the stockholders;

•practical wisdom, mature judgment and collegiality;

•objectivity and inquisitiveness; and

•willingness to offer his or her resignation in the event of any significant change in personal circumstances that could affect the discharge of his or her responsibilities as a director, including a change in his or her principal job responsibilities.

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Gender and Racially Diverse Candidates. The Company's Board and the Nominating and Governance Committee are committed to using refreshment opportunities to consider new gender and racially diverse director candidates to the Board of Directors. The Company's Corporate Governance Principles require the Board and Nominating and Governance Committee to include gender and racially diverse candidates in its initial list of director candidates. Also, when recruiting a new CEO from outside the Company, the Board will include gender and racially diverse candidates in its initial list of CEO candidates. Further, the Board and Nominating and Governance Committee will require third-party search consultants engaged by the Board or Nominating and Governance Committee to include gender and racially diverse candidates on their initial list of director candidates or CEO candidates from outside the Company.

Nominees for Director

Current Director Nominees - Board Diversity and Board Skills

The table below provides an overview of our Board's composition, tenure, independence and skills.

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Mr. Horton has been executive Chairman of the Board of D.R. Horton since it was formed in July 1991, and he was President and CEO from July 1991 through November 1998. He has been involved in the real estate and homebuilding industries since 1972, and he was the founder, sole or principal stockholder, director and president of each of D.R. Horton’s predecessor companies since their respective organization, which date from 1978 to 1990.

Key Qualifications. Mr. Horton’s 43 years of leadership experience in the homebuilding industry provides valuable perspective and expertise to the Board and to the Company. Mr. Horton, his family and their affiliated entities, beneficially own a significant number of shares of the Company's common stock as set forth in the Beneficial Ownership tables on pages 25 through 27. As founder of the Company and a continuing active member of the management team, Mr. Horton has a unique understanding of all aspects of the homebuilding business, and his leadership and strategic vision provide the Board and the Company with distinct advantages in the homebuilding industry.

Ms. Allen has significant experience researching, analyzing and making investment decisions related to housing-related companies. Ms. Allen retired from Avondale Partners in July 2006 where she was a Partner and Analyst of Housing, Construction and Retailing. From February 1997 through December 2004, she was the Home Construction, Building Materials, Home Furnishing and DIY (Do It Yourself) Retailing Analyst for Natexis Bleichroeder, Inc. Ms. Allen was a Vice President, Equity Research for Donaldson, Lufkin & Jenrette from January 1993 through January 1996. She served in other roles at Oppenheimer & Company, Kidder, Peabody, Inc., and Prudential Securities prior to January 1993. Ms. Allen has been a member of the Compensation and Nominating and Governance Committees since 2014, and she currently serves as Chair of the Compensation Committee. Ms. Allen previously served on our Audit Committee.

Key Qualifications. Ms. Allen’s extensive experience as an analyst and consultant with homebuilding-related companies provides valuable knowledge of investor perspective to the Board with regard to strategic decisions, including investment, operating and financing matters.

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Mr. Anderson currently serves as a Vice Chair of Cushman & Wakefield, a global real estate services firm. Prior to joining Cushman & Wakefield in March 2021, Mr. Anderson was an Executive Vice President of CBRE Group, Inc., formerly CB Richard Ellis, Inc., an international real estate brokerage company, since 2009, and he held various positions in Phoenix, Arizona with its predecessor, CB Commercial Real Estate Group, Inc., since January 1987. He served as Interim Chairman of the Board of Continental Homes Holding Corp. from October 1997 through April 1998, when it merged with D.R. Horton, and he became a director of D.R. Horton at that time. Mr. Anderson is also a member of the Board of Directors and a member of the audit committee of KS StateBank, a private bank. Mr. Anderson has been a member of our Compensation Committee since 1998, and he has previously served on both our Audit and Nominating and Governance Committees.

Key Qualifications. Mr. Anderson’s extensive real estate industry experience and his current active leadership role with an international real estate services firm brings beneficial insight and perspective to the Board, as many factors that affect the real estate brokerage industry also affect the homebuilding industry. Mr. Anderson also brings to the Board his valuable prior experience of having served on another public homebuilding company’s board and his active service on the Company’s Board and its Committees since 1998.

Mr. Buchanan has significant commercial banking experience with several banking institutions serving the real estate and homebuilding sectors prior to his retirement in 2002. From 2002 to 2003, Mr. Buchanan was engaged as a senior advisor to Banc of America Securities. From 1998 to 2002, Mr. Buchanan was a Managing Director of Bank of America, an executive officer position in which he was head of its national real estate banking group. From 1990 to 1998, Mr. Buchanan was an Executive Vice President of NationsBank, which later merged with Bank of America. Mr. Buchanan has served on our Nominating and Governance Committee since November 2003, and he has previously served on both our Audit and Compensation Committees.

Key Qualifications. Mr. Buchanan is a highly experienced commercial banker who served the real estate and homebuilding sectors. His experience in these areas provides the Board with a broad understanding of all aspects of the homebuilding industry. Mr. Buchanan also previously served on the board of a public real estate investment trust, thereby providing the Board with additional perspective on the real estate industry and public company governance matters.

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Dr. Carson was appointed to the D.R Horton Board of Directors in April 2021. Dr. Carson recently served as the 17th Secretary of the U.S. Department of Housing and Urban Development (HUD) from 2017 to 2021. At HUD, he led the agency in many programs focused on advancing economic opportunity; providing safe, fair and affordable housing; spurring reinvestment in communities; reducing homelessness; assisting and promoting self-sufficiency to underserved and vulnerable populations; and helping disaster victims, while emphasizing fiscal responsibility and reduction of regulatory barriers. During his tenure as HUD Secretary, Dr. Carson also led the collaboration of eight federal agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing. Prior to serving as HUD Secretary, Dr. Carson had a distinguished career in the field of medicine where he performed thousands of surgeries and served in many leadership positions, including Director of the Division of Pediatric Neurosurgery at the Johns Hopkins Medical Institutions from 1984 to 2013 and as a Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions from 1999 to 2013. Dr. Carson also currently serves on the Board of Directors of Covenant Logistics Group, Inc., a NASDAQ listed publicly-traded company, and he has prior experience serving on the Board of Directors of Costco Wholesale Corporation and Kellogg Company, both publicly-traded companies.

Key Qualifications. Dr. Carson gained extensive management and leadership experience during both his service as HUD Secretary and his many contributions to the medical field. These experiences, particularly in developing multiple housing initiatives while at HUD, enables Dr. Carson to provide valuable perspective to the Board and its Committees. Dr. Carson also has significant board experience serving on the boards of directors of other public and private companies and organizations.

Mr. Hewatt, a certified public accountant, retired in 2018 from his accounting services practice in which he provided auditing and tax services since 1980. From 1971 to 1979, Mr. Hewatt was a tax and audit professional at Coopers & Lybrand (now PricewaterhouseCoopers LLP) during which he served as an audit manager for five years. Mr. Hewatt is a member of the American Institute of Certified Public Accountants, former member of the Board of Directors of the Texas Society of Certified Public Accountants and former President of the Texas Society of Certified Public Accountants — Fort Worth Chapter. Mr. Hewatt has been a director of D.R. Horton and a member of the Audit Committee since 2005, and he currently serves as Chair of the Audit Committee. He also has previously served on both our Compensation and Nominating and Governance Committees.

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Key Qualifications. Mr. Hewatt has extensive experience working as a certified public accountant for a national and local firm. This experience enables Mr. Hewatt to provide valuable perspective on accounting, auditing and tax matters to the Board and its Committees.

Ms. Miller was appointed to the D.R. Horton Board of Directors in 2019, and she serves as Chair of our Nominating and Governance Committee and as a member of both our Audit and Compensation Committees. Ms. Miller, a certified public accountant, has significant experience with both public and private companies gained from leading auditing and consulting engagements during her 34 year career at PricewaterhouseCoopers ("PwC"), during which she was a PwC practice partner from 1984 until her retirement in 2009. From 1986 through 1995, Ms. Miller served as managing partner in PwC's Southwest Region Healthcare Audit Practice, and she became managing partner of PwC's US Healthcare Audit Practice from 1995 to 1998. From 1998 to 2002, Ms. Miller was PwC's practice leader in the Southwest Region Consumer, Industrial and Energy practice. From 2002 to 2009, Ms. Miller was PwC's North Texas Market Managing Partner. Ms. Miller currently serves on the Board of Directors of Zix Corporation, a NASDAQ listed publicly-traded company, where she is chair of its audit committee and a member of its compensation committee. Ms. Miller also currently serves on the Board of Directors of Triumph Bancorp, a NASDAQ listed publicly-traded company, where she is chair of its nominating and governance committee and a member of its audit committee.

Key Qualifications. Ms. Miller gained extensive experience in the auditing and business consulting field, knowledge of public and private companies across multiple industries, and significant leadership experience as a managing partner for PwC in several key positions throughout her 34 year career. Ms. Miller also has significant experience serving on the boards of directors of public and private companies, including leadership positions on committees of those boards.

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Other Executive Officers

DAVID V. AULD, age 65, is President and Chief Executive Officer of D.R. Horton, positions he has held since October 2014. Mr. Auld was Executive Vice President and Chief Operating Officer from November 2013 through October 2014. Mr. Auld was Region President overseeing the Company’s homebuilding operations in Florida, North and South Carolina, Georgia and Alabama from 2005 to 2013. From 1988 to 2005, Mr. Auld served as the Division President of the Company and its predecessor’s Orlando Division. Prior to 1988, Mr. Auld worked for Texas American Bank and General Dynamics. Mr. Auld graduated from Texas Tech University in 1978 with a bachelor of business administration degree in accounting.

MICHAEL J. MURRAY, age 55, is Executive Vice President and Co-Chief Operating Officer of D.R. Horton, positions he has held since October 2014. Mr. Murray served as Senior Vice President of Business Development from 2012 through October 2014. From 2004 to 2012, Mr. Murray served as the Company’s Vice President and Controller after joining the Company in 2002 as the Director of Internal Audit. He began his career at Price Waterhouse LLP (now PricewaterhouseCoopers LLP) and then worked at several other companies in finance and accounting roles prior to joining the Company. Mr. Murray graduated from the University of Texas at Arlington in 1988 with a bachelor of business administration degree in accounting.

PAUL J. ROMANOWSKI, age 51, is Executive Vice President and Co-Chief Operating Officer of D.R. Horton, positions he has held since October 1, 2021. Mr. Romanowski was Region President overseeing the Company’s homebuilding operations in Florida and the Gulf Coast from 2014 to 2021, and in 2019 his oversight responsibilities were expanded to also include the Company's operations in five Mid-Atlantic states. From 1999 to 2014, Mr. Romanowski served as the Division President of the Company's South Florida Division. Prior to joining the Company, Mr. Romanowski worked for Metrostudy and in land acquisition for another public homebuilder. Mr. Romanowski graduated from Butler University in 1992 with a bachelor of business administration degree in marketing.

BILL W. WHEAT, age 55, is Executive Vice President and Chief Financial Officer of D.R. Horton, positions he has held since 2003. Mr. Wheat was the Company’s Senior Vice President and Controller from 2000 through 2003, after joining the Company in 1998 as an Accounting Manager. Mr. Wheat also served as a member of the Board of Directors of the Company from 2003 to 2011. Mr. Wheat began his career at Price Waterhouse LLP (now PricewaterhouseCoopers LLP) and then worked at The Bombay Company in several financial and accounting roles prior to joining the Company. Mr. Wheat graduated from Baylor University in 1988 with a bachelor of business administration degree in accounting and finance.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance, Executive Compensation and Board of Directors Highlights

Corporate Governance and Executive Compensation. Our corporate governance and executive compensation practices include the following highlights:

WHAT WE DO

WHAT WE DON'T DO

All directors are elected annually

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No employment contracts with our executive officers

Directors are elected by a majority vote in uncontested elections

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No grants of discounted stock options or repricing of stock options

Director gender and racial diversity, supported by candidate recruitment policy

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No hedging or pledging of Company securities

Bylaws provide for proxy access by stockholders

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No dividends or dividend equivalents paid on unearned performance-based equity awards

Meaningful stock ownership guidelines

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No change-in-control tax gross-ups for executive officers

Ongoing shareholder engagement

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No excessive perquisites

Compensation is strongly linked to the Company's financial performance and shareholder returns

Pay for performance – CEO pay approximately 95% at-risk

Multi-year vesting for equity awards

"Double trigger" accelerated vesting in the event of a change in control for time-based executive officer equity awards

Annual Compensation Committee assessment of compensation risk

Annual say-on-pay vote


BOARD OF DIRECTORS AND COMMITTEE HIGHLIGHTS

ü			Refreshed our Board of Directors by appointing new independent director, Dr. Benjamin S. Carson, Sr.
ü			50% of our independent directors are gender or racially diverse
ü			Responded to feedback and capped the cash portion of the annual PTI Bonus with the remainder paid in common stock having a holding period
ü			Annual cash paid as a percentage of total direct compensation was 22% for Mr. Horton and 35% for Mr. Auld, down from 59% for Mr. Horton and 67% for Mr. Auld in the prior fiscal year
ü			Six of our seven directors are independent
ü			All key Board Committees are composed entirely of independent directors
ü			Recomposed each Board Committee from six members to three members for efficiency
ü			Ms. Allen serves as our Compensation Committee Chair
ü			Ms. Miller serves as our Nominating and Governance Committee Chair
ü			Ms. Miller, an independent director, serves as our Presiding Director
ü			Chairman and CEO positions are separate roles
ü			Annual Board and Committee evaluations

Active Engagement and Feedback from Investors. During fiscal 2021, management, either in person or virtually, attended investment conferences and participated in investor meetings and conference calls with hundreds of institutional investors, including numerous discussions with specialists in environmental, social and governance ("ESG") and compensation matters. The Company welcomes feedback from its shareholders, and management, the Board and applicable Committees regularly discuss and evaluate feedback from investors regarding the Company's performance, ESG reporting, executive compensation and other matters.

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Corporate Governance Standards

Our Board of Directors has adopted a number of standards to comply with requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the NYSE and SEC rules relating to the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and other corporate governance matters. Our Board has adopted the D.R. Horton Corporate Governance Principles, which contain a number of corporate governance initiatives designed to comply with the NYSE listing standards (the “NYSE Rules”) and the rules and regulations of the SEC (the “SEC Rules”) relating to corporate governance. The significant corporate governance initiatives adopted by the Board of Directors are discussed below.

SEC Form DEF 14A filed by D.R. Horton, Inc.