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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

________________________


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☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FORESTAR GROUP 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):

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2025

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

January 20, 2025

Dear Stockholders of Forestar:

WHEN AND WHERE THE ANNUAL MEETING OF STOCKHOLDERS WILL BE HELD

You are invited to attend the 2025 Annual Meeting of Stockholders of Forestar Group Inc. Our 2025 Annual Meeting will be held at our corporate office located at 2221 E. Lamar Blvd., Arlington, Texas 76006, on Monday, January 20, 2025, at 9:00 a.m. Central Time.

PURPOSES OF THE MEETING

At the 2025 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting:


		Our Board's Recommendation
Proposal No. 1:	Election of Directors: To elect the six directors named in our proxy statement	FOR
Proposal No. 2:	Advisory Vote to Approve Our Executive Compensation: To seek an advisory vote on the approval of executive compensation	FOR
Proposal No. 3:	Charter Amendment: To Approve an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Modify Transaction Approval Thresholds	FOR
Proposal No. 4:	Ratification of Auditors: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025	FOR

WHO CAN ATTEND AND VOTE

Only stockholders of record at the close of business on November 22, 2024 will be entitled to receive notices about and to vote at the 2025 Annual Meeting or any later meeting if the 2025 Annual Meeting is adjourned or postponed.

If you need help voting your shares, please call 1-866-232-3037 (toll free) or 1-720-358-3640 (international toll free).

Sincerely,



DONALD J. TOMNITZ
Executive Chairman

December 16, 2024

Arlington, Texas

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Your vote is important. You are invited to attend the meeting in person. If it is determined that a change in the date, time or location of the 2025 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 this website in advance of the meeting date if you are planning to attend in person.

If you need directions to the meeting location, you may contact our Corporate Secretary by phone at (817) 769-1860 or by mail at 2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006. 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 “General Information — How You Can Change or Revoke Your Vote.”

Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting to be held on January 20, 2025. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			1
Key Operating and Financial Highlights			1
Key Performance Highlights			1
Stock Price and Other Data			1
Corporate Governance Highlights			2
Executive Compensation Highlights			2

PROPOSAL NO. 1 - ELECTION OF DIRECTORS			3
Selection of Director Nominees			4
Director Qualifications			4
Stockholder’s Agreement			4
Director Elections Standard and Resignation Policy			5
Director Nominees			6
How Nominees are Selected			9

CORPORATE GOVERNANCE AND BOARD MATTERS			10
Board Leadership Structure			10
Risk Oversight			10
Board Committees and Stockholder’s Agreement			11
Audit Committee			11
Compensation Committee			12
Nominating and Governance Committee			13
Executive Committee			13
Director Independence			14
Board Meetings			14
Other Corporate Governance Matters			14
Policies on Business Conduct and Ethics			15
Communications with Directors			15

DIRECTOR COMPENSATION			16
Director Fee Schedule			16
Insurance and Indemnification			16
Fiscal 2024 Director Compensation			17

PROPOSAL NO. 2 — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION			18

EXECUTIVE OFFICERS			19

EXECUTIVE COMPENSATION			20
Compensation Discussion and Analysis			20
Overview			20
Advisory Vote			22
Compensation Philosophy and Objectives			22
Elements of our Compensation Program			23
Insider Trading Policy			27
Other Compensation and Benefits			28
Clawback Policy			28
Oversight of Executive Compensation			29
Compensation Committee Report			31
Summary Compensation Table			32
Fiscal 2024 Grants of Plan-Based Awards			34

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			Page
Fiscal 2024 Outstanding Equity Awards			35
Fiscal 2024 Option Exercises and Stock Vested			36
Nonqualified Deferred Compensation Plans			36
Potential Payments Upon Termination of Change in Control			37
Securities Authorized for Issuance under Equity Compensation Plans			40

CEO PAY RATIO			41

PAY VERSUS PERFORMANCE			42

PROPOSAL NO. 3 - APPROVE AN AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO MODIFY TRANSACTION APPROVAL THRESHOLDS			46

AUDIT COMMITTEE REPORT			48

PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			49

BENEFICIAL OWNERSHIP OF COMMON STOCK			50
Management			50
Certain Other Beneficial Owners			51

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			52
Related Party Transaction Policy			52
Stockholder’s Agreement			53
Master Supply Agreement			54
Shared Services Agreement			55
Tax Sharing Agreement			55
Related Party Transactions			56

DELINQUENT SECTION 16(a) REPORTS			58
GENERAL INFORMATION			59
Time, Place and Purposes of Meeting			59
Record Date			59
Stockholders Sharing the Same Address			59
Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner			59
Voting Your Shares			60
Voting in Person at the Annual Meeting			61
How You Can Change or Revoke Your Vote			61
Quorum			61
Abstentions			62
Broker Non-Votes			62
Required Votes			62
Proxy Solicitation			63

DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS			64
Voting Questions or Assistance			64
Electronic Delivery of Proxy Materials			64

REQUESTING DOCUMENTS FROM THE COMPANY			65

OTHER MATTERS			66
EXHIBIT A: PROPOSED AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO MODIFY TRANSACTION APPROVAL THRESHOLDS			67

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Proxy Statement Summary

We expect that the Proxy Statement and the accompanying form of proxy will first be released to our stockholders of record on or about December 16, 2024.

Forestar Group Inc. is referred to as “Forestar,” the “Company,” “we,” and “our” in this Proxy Statement.

Key Operating and Financial Highlights

The Forestar team, led by our executive officers, delivered strong operating and financial results during fiscal 2024. Our results reflect the strength of our experienced operational teams, differentiated business model, broad geographic footprint and strong customer base.

Consolidated revenues for fiscal 2024 totaled $1.5 billion on 15,068 lots sold. Over the last five years, Forestar's consolidated revenues increased more than 250% and pre-tax income increased nearly 500% as we have continued to grow our platform in the fragmented residential lot development industry. Over this same period, earnings per diluted share increased 406%, book value per share increased 87% and return on equity (ROE) improved 910 basis points to 13.8%. Return on equity is calculated as net income attributable to Forestar for the year divided by average stockholders' equity, where average stockholders' equity is the sum of ending stockholders' equity balances of the trailing five quarters divided by five.

Key Performance Highlights

Note: Dollars in millions.


	As of and for the Fiscal Year Ended September 30					% Change
Stock Price and Other Data	2024	2023	2022	2021	2020	2024 vs 2023	2024 vs 2022
Common stock price	$32.37	$26.94	$11.19	$18.63	$17.70	20%	189%
Total equity market capitalization (in millions)	$1,640	$1,344	$557	$924	$851	22%	194%
Book value per common share	$31.47	$27.43	$24.08	$20.47	$18.12	15%	31%
Diluted earnings per common share	$4.00	$3.33	$3.59	$2.25	$1.26	20%	11%

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Corporate Governance Highlights

Our governance structure, as established by our Corporate Governance Guidelines, ensures robust independent oversight of management and accountability to stockholders.


Governance Principles	Corporate Governance Practice
Accountability to our Stockholders	P	Our common stock is our only class of stock, with one vote per share.
	P	Our stockholders elect directors for one-year terms by a majority vote standard.
	P	We do not have a “poison pill” or similar anti-takeover provision in place.
Board Independence	P	Five of our six director nominees are independent.
	P	We have a separate chairman and chief executive officer and an independent Presiding Director.
	P	Our independent directors meet in executive sessions.
	P	All the members of our three standing Board committees—Audit, Compensation and Nominating and Governance—are independent.
Board Diversity	P	Three of our six directors are women.
	P	Director gender and ethnic diversity is supported by our candidate recruitment policy.
	P	Our Compensation Committee Chair is a woman.
	P	Added two new independent directors in October 2024 through board refreshment, one being a female.
Board Policies and Practices	P	Our Board annually reviews its performance and the performance of each of its standing committees.
	P	Our Nominating and Governance Committee oversees risks associated with overall governance and ESG.
	P	Our Compensation Committee annually evaluates our CEO’s performance.
	P	Our Board and Audit Committee oversee cybersecurity risk.
Risk Mitigation and Alignment of Interests	P	We prohibit our executives and directors from all forms of hedging or pledging Company stock. No executive officer or director has any shares of Company stock hedged or pledged.
	P	Effective October 2023, we adopted a clawback policy that applies to both cash and equity incentives and is triggered by either a financial restatement or other material harm to the Company.

Executive Compensation Highlights

Our Compensation Committee strives to design a fair and competitive compensation package for executive officers using incentives based on Company performance that emphasize the creation of sustainable long-term stockholder value and that will attract, motivate and retain highly qualified and experienced executives.


Executive Compensation Principles	Executive Compensation Objectives
Business Resilience	P	Achieve long-term sustainability of our business.
Alignment of Interests	P	Align our executives' interests with stockholders' interests with the goal of maximizing long-term shareholder value.
Pay-for-Performance	P	Award compensation that recognizes valuable short- and long-term individual performance as well as the Company's overall performance.
Attract and Retain	P	Attract, motivate and retain highly qualified and experienced executives.

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Proposal No. 1 – Election of Directors

Our Board of Directors (the “Board”) currently consists of six directors, all of whom are up for re-election at the 2025 Annual Meeting. Four of our directors were elected by our stockholders at the 2024 Annual Meeting. Ms. Fischer and Mr. Seagraves were appointed to the Board in October 2024. Each of the six directors, if elected at the 2025 Annual Meeting, will serve until the 2026 Annual Meeting and until his or her successor has been elected and qualified.

The Nominating and Governance Committee recommended our six directors as director nominees to the Board of Directors, each of whom is listed under the heading “Director Nominees” on page 6.

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


P	Donald J. Tomnitz	P	Lisa H. Jamieson
P	Kellie L. Fischer	P	Elizabeth (Betsy) Parmer
P	Samuel R. Fuller	P	George W. Seagraves, II

The Board of Directors Unanimously Recommends that Stockholders Vote “FOR”

Each of our Six Nominees for Director.

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Selection of Director Nominees

Ms. Fischer, Mr. Fuller, Ms. Jamieson, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz are standing for election as directors to serve until the 2026 Annual Meeting, or until their replacements are duly elected and meet all requirements. All nominees are presently serving as directors. After reviewing their qualifications, the Nominating and Governance Committee recommended them as nominees to the full Board, and the full Board subsequently voted unanimously to recommend them to the stockholders as nominees. Mr. Fuller, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz were designated by D.R. Horton for nomination as directors. Ms. Jamieson and Ms. Fischer were each designated as a Non-Stockholder Designee for nomination as directors.

We did not pay a fee to any third party to identify, evaluate or assist in identifying or evaluating potential nominees in fiscal 2024. Ms. Fischer, who was appointed to the Board in 2024, was introduced to the Board by D.R. Horton.

Each of the nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable to serve, however, the persons named as proxies in the enclosed form of proxy intend to vote the shares represented by the proxy for the election of such other person or persons as may be nominated or designated by management, unless they are directed by the proxy to do otherwise.

Unless you specify otherwise on your proxy, the persons named as proxies in such proxy intend to vote for the election of the nominees listed below to serve as directors.

Director Qualifications

Our Nominating and Governance Committee is tasked with ensuring that the proper skills and experience are represented on our Board. Our Corporate Governance Guidelines, which are available on our website at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section, include a non-exclusive list of qualifications that should be considered when reviewing director candidates. The qualifications consider business experience, independence, an understanding of, reputation or experience relevant to our business, geographic locations, diversity of backgrounds and skills and other factors. We expect all our directors to possess the highest personal and professional ethics, integrity and values. We also expect our directors to be committed to the long-term interests of our stockholders as a whole. Additionally, we review the existing time commitments of director candidates to confirm that they do not have any obligations that would conflict with the time commitments of a director of the Company. The Nominating and Governance Committee seeks to recruit candidates who can contribute different perspectives to the Board, as the Nominating and Governance Committee recognizes the importance of having diversity of age, gender, race and ethnicity on the Board.

Stockholder’s Agreement

In October 2017, we became a majority-owned subsidiary of D.R. Horton, Inc. (“D.R. Horton”) through a merger (the “Merger”) and a controlled company under New York Stock Exchange (“NYSE”) rules. As a controlled company, we are not required to have a majority of independent directors, an independent compensation committee, or an independent nominating committee. However, at this time, we intend to continue to maintain a majority of independent directors and both an independent compensation committee and nominating committee.

In connection with the Merger, we entered into a Stockholder’s Agreement with D.R. Horton (as amended and restated on October 28, 2024, the “A&R Stockholder’s Agreement”) that provides for certain Board and Board committee appointment rights. These provisions also appear in our Second Amended and Restated Certificate of Incorporation.

Under the A&R Stockholder's Agreement, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will have five directors unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Additionally, D.R. Horton has the right to designate a number of directors equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of directors that we would have if there were no vacancies, rounded up to the nearest whole number (and in any event not less than one). We and D.R. Horton have also each agreed to use reasonable best efforts to ensure to cause at least three directors to be considered “independent” under the rules of the SEC and under applicable listing standards. Following the approval process described above, our Board currently consists of six directors, comprised of four individuals designated by D.R. Horton (which includes our Executive Chairman) and two individuals designated by the Nominating and Governance Committee, as the Non-Stockholder Designees (as defined in the A&R Stockholder's Agreement).

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For more information on the A&R Stockholder’s Agreement, see the section on “Certain Relationships and Related Party Transactions — Stockholder’s Agreement.” Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

Director Elections Standard and Resignation Policy

Our amended and restated bylaws include a voting standard in uncontested elections of directors (as is the case for this annual meeting) of a majority of votes cast in the election. Under the majority of votes cast standard, a director nominee is elected if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. In contested elections (that is, those in which the number of nominees exceeds the number of directors to be elected), the voting standard is a plurality of votes cast, which means the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting.

Our Board of Directors also adopted a director resignation policy, which is set forth in the Corporate Governance Guidelines available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section. This policy sets forth the procedures that will apply in the event that a director does not receive the requisite majority of votes cast “for” his or her election. In summary, an incumbent director nominee who fails to receive the required vote for election is required to tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. The Nominating and Governance Committee will consider the resignation and, within 45 days after the date of the stockholders meeting at which the election of directors occurred, will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will act on the Committee’s recommendation within 90 days after the date of the Annual Meeting of Stockholders. The director whose resignation is under consideration will not participate in the Committee or Board of Directors’ decision with respect to accepting or rejecting his or her resignation as director. If a resignation is not accepted by the Board of Directors, the director will continue to serve. If a resignation is accepted and there is a resulting vacancy on the Board of Directors, that vacancy can be filled by action of the Board.

Following the Board’s decision on whether to accept or reject the resignation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason(s) for rejecting the tendered resignation.

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Director Nominees


Donald J. Tomnitz
Executive Chairman of the Board Age 76 Director since: October 2017 Tenure: •7 years			Principal Occupation and Other Information Donald J. Tomnitz has served as Executive Chairman of the Board of Forestar since October 2017. Prior to joining the Company, Mr. Tomnitz was a consultant to D.R. Horton from 2014 to 2017. From 1998 to 2014, Mr. Tomnitz was the Vice Chairman and Chief Executive Officer of D.R. Horton, after having served as its President, Executive Vice President and as President of D.R. Horton’s Homebuilding Division. Mr. Tomnitz also served on the Board of Directors of D.R. Horton until October 2014. Before joining D.R. Horton, Mr. Tomnitz was a Captain in the U.S. Army, a Vice President of RepublicBank of Dallas, N.A. and a Vice President of Crow Development Company, a Trammell Crow Company. Mr. Tomnitz holds a Bachelor of Arts in economics from Westminster College and a Master of Business Administration in finance from Western Illinois University. Qualifications Mr. Tomnitz has significant knowledge and experience in the real estate development and homebuilding industries, including public company chief executive officer experience.


Kellie L. Fischer
Director Age 53 Director since: October 2024 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee Tenure: •< 1 year			Principal Occupation and Other Information Kellie L. Fischer is the Executive Vice President and Chief Financial Officer of Rangers Baseball Express LLC (the “Rangers”), which is the holding company of the Texas Rangers baseball franchise, the Rangers' real estate development entities and REV Entertainment, LLC (an events and sports management company). Ms. Fischer has held this role since 2005 under two different ownership groups. From 1999 to 2005, Ms. Fischer served as Controller and Vice President of Finance of Southwest Sports Group LLC. Prior to joining the Rangers, Ms. Fischer worked in the audit division of PwC focusing primarily on publicly traded manufacturing clients. Ms. Fischer is a Certified Public Accountant in the State of Texas and holds a Bachelor of Business Administration degree in accounting from Baylor University. Qualifications Ms. Fischer brings expertise in accounting and financial reporting as well as management experience and business acumen.

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Samuel R. Fuller
Director Age 81 Director since: October 2017 Committees: •Audit Committee (Chair) •Compensation Committee •Nominating and Governance Committee Tenure: •7 years			Principal Occupation and Other Information Samuel R. Fuller retired in 2008, having obtained significant experience in accounting and financial roles through his employment with D.R. Horton from 1992 until his retirement. He served as Controller of D.R. Horton from 1995 until his promotion to Chief Financial Officer in 2000 and was a member of the Board of Directors from 2000 until 2003. Mr. Fuller was a Certified Public Accountant in New Mexico and Texas (retired status). Mr. Fuller holds a Bachelor of Arts degree in accounting from the University of Oregon and a Master of Business Administration in finance from the University of Texas at Arlington. Qualifications Mr. Fuller is an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance, and internal control over financial reporting in a public company environment.


Lisa H. Jamieson
Director Age 64 Director since: August 2019 Committees: •Audit Committee •Compensation Committee (Chair) •Nominating and Governance Committee Tenure: •5 years			Principal Occupation and Other Information Lisa H. Jamieson is a shareholder of Bourland, Wall and Wenzel, P.C., where she has been practicing law since 2018. Ms. Jamieson was a partner with the firm of Shannon, Gracey, Ratliff & Miller, LLP from 2008 until 2016. From 2016 to 2018, Ms. Jamieson was with the law firm of Pope, Hardwicke, Christie, Kelly & Taplett, LLP. Ms. Jamieson is experienced in all facets of estate planning and probate law, is Board Certified in Estate Planning and Probate Law by the Texas Board of Legal Specialization and was a Certified Public Accountant (retired status). Ms. Jamieson's practice includes sophisticated business and estate tax planning, administration of dependent and independent estates, guardianships for incapacitated adults and counseling and representing trustees. Ms. Jamieson is licensed in Texas, having graduated from Baylor University School of Law. She is a Fellow in the American College of Trust and Estate Counsel and is a past President of the Tarrant County Probate Bar. Ms. Jamieson is a former Chair of the Real Estate, Probate and Trust Law Section of the State Bar of Texas, the largest section of the State Bar. She also has chaired the Guardianship Code Committee of the Section as well as Chair of the Jurisdiction Committee which revised the jurisdiction statutes of decedents' estates and guardianships. Qualifications Ms. Jamieson provides knowledge in the accounting field. She also provides senior leadership experience gained through her executive level positions held in several sections of the State Bar and her tenured experience in her law practice. Ms. Jamieson contributes her expertise in the operational management and legal affairs to the Board.

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Elizabeth (Betsy) Parmer
Director Age 57 Director since: March 2023 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee Tenure: •1 year			Principal Occupation and Other Information Elizabeth (Betsy) Parmer is the founder and owner at the Law Offices of Elizabeth Parmer. She specializes in large estate divorces and high-conflict family law litigation with a background of ad valorem tax representation. Ms. Parmer has been practicing law for 30 years. Since 1995, she has been practicing at the Law Offices of Elizabeth Parmer. She currently serves as a board member for the charity organization Dayna's Footprints. Ms. Parmer holds a Bachelor of Arts in history from Yale University and a Juris Doctor degree from the University of Texas at Austin. Qualifications Ms. Parmer brings extensive legal experience, management expertise and other business acumen to the Board.


George W. Seagraves, II
Director Age 66 Director since: October 2024 Committees: •Audit Committee •Compensation Committee •Nominating and Governance Committee (Chair) Tenure: •< 1 year			Principal Occupation and Other Information George W. Seagraves, II retired in 2015 after a 26-year career at D.R. Horton. Prior to his retirement, he most recently served as North Region President, a position he had held since October 2006. Prior to October 2006, Mr. Seagraves held multiple senior leadership positions at D.R. Horton, including Executive Vice President and Chief Operating Officer for the Eastern U.S., Northeast Region President and East Region President. Mr. Seagraves holds a Bachelor of Science degree in landscape architecture from Texas A&M University. Qualifications Mr. Seagraves brings extensive knowledge of the land development and homebuilding industries, expertise in accounting and financial reporting, management experience and business acumen.

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How Nominees are Selected

Our Nominating and Governance Committee selects nominees based on recognized achievements and their ability to bring various skills and experience to our Board, as described in more detail in the Corporate Governance Guidelines available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section. The Corporate Governance Guidelines encourage board membership composed of diverse background skills, substantive pertinent experience and diversity among the directors as a whole.

Our Board approves the nominees to be submitted to the stockholders for election as directors. Our Nominating and Governance Committee and our Board consider whether non-employee director nominees are independent as defined in the corporate governance listing standards of the NYSE and whether they have a prohibited conflict of interest with our business.

Our Nominating and Governance Committee considers director candidates recommended by stockholders who are entitled to vote for the election of directors at the annual meeting of stockholders and who comply with the advance notice procedures for director nominations set forth in our amended and restated bylaws. These procedures require that notice of the director nomination be made in writing to our Corporate Secretary, and must be received at our executive offices not less than 75 days nor more than 100 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the case of an annual meeting called for a date more than 50 days prior to such anniversary date, notice must be received not later than the close of business on the 10th day following the date on which notice of the annual meeting date is first mailed to stockholders or made public, whichever occurs first. In the case of a special meeting of stockholders at which directors are to be elected, notice must be received not later than the close of business on the 10th day following the date on which notice of the special meeting date is first mailed to stockholders or made public, whichever occurs first. Recommendations made by stockholders in this manner will be evaluated in the same manner as candidates identified through other means, which includes taking into consideration the needs of the Board and the qualifications of the candidates. Our amended and restated bylaws require the notice of director nomination to include certain specified information regarding the nominating stockholder and the nominee.

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Corporate Governance and Board Matters

Board Leadership Structure

Mr. Tomnitz has served as our Executive Chairman of the Board since October 2017. Mr. Tomnitz has significant experience serving in the real estate and homebuilding industry and as a public company CEO.

Our Board believes that separating the offices of the Executive Chairman and CEO is in the best interests of the Company and its stockholders at this time. It allows our Executive Chairman to focus on overall strategy and vision, affords us the benefits of Mr. Tomnitz’s board leadership experience and enables our CEO to focus on managing the day-to-day operations of the Company. However, should circumstances change in the future, the Board is free to choose its Executive Chairman in any way it determines is in the best interests of the Company and its stockholders in accordance with our Second Amended and Restated Certificate of Incorporation and amended and restated bylaws.

Our Board performs a number of its functions through committees. All committee members, including the chairs of each of our Audit Committee, Compensation Committee and Nominating and Governance Committee, are independent directors under NYSE listing standards. Each committee’s charter expressly provides that the committee has the sole discretion to retain, compensate and terminate its advisors. The charters of our Audit Committee, Compensation Committee, and Nominating and Governance Committee are available at www.forestar.com under the “Investor Relations — Corporate Governance — Board Committees” section. We will provide a copy of these documents, without charge, upon request to our Corporate Secretary at our principal executive office. Any changes to the committee charters will be reflected on our website.

Risk Oversight

The Board oversees our risk management processes, and management is responsible for managing risk. The Board performs its risk oversight role by using several different levels of review. Our CEO reports significant risks to the Board as necessary and appropriate. In addition, management reports on, and the Board reviews, the risks associated with our strategic plan periodically as part of the Board’s consideration of our strategic direction.

ESG Matters. Key ESG matters, including environmental and climate-related risks and human capital risks such as diversity, equity and inclusion and employee health and safety, could have an adverse impact on our company. Our Nominating and Governance Committee oversees these risks via presentations on these and other ESG matters with both internal and external personnel with responsibilities and expertise in ESG. The Board also supports and regularly inquires about progress in the Company’s reporting of ESG policies, metrics and related disclosures.

Human Capital Management. The Nominating and Governance Committee oversees a broad range of human capital management topics, including culture, talent, diversity and inclusion. We are committed to building diverse and inclusive teams, producing positive results and improving customer relationships. In fiscal 2022, the Company adopted a Human Rights Policy to set forth the Company's commitment to respect human rights. The Policy states the Company's zero tolerance for racism or discrimination of any kind, including discrimination based on race, color, genetics, religious beliefs, gender, gender identity or expression, sexual orientation, national origin, disability, age, veteran status, marital status, citizenship status or any other legally protected characteristic by anyone, including our employees, suppliers, customers or anyone with whom we do business or encounter regularly. The Human Rights Policy is available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section.

Cybersecurity. Our Company is largely reliant on information technology (IT), and potential IT failures and data security breaches could harm our business. IT and cybersecurity risk is managed by the D.R. Horton IT Cyber Security Risk Officer (CSRO) and Chief Information Officer (CIO), and our Board oversees this risk via discussions with and presentations to the Board and Audit Committee as part of Internal Audit, the Company CFO’s or the CIO’s materials, paired with periodic formal presentations by the CIO and CSRO. The most recent formal presentation highlighted the Company’s processes and procedures to maintain IT security and discussed the mix of preventative and mitigation efforts for IT security. The Board also regularly inquires about changes, updates and potential issues in our strategy and execution of IT security risk management. Internal Audit also conducts cybersecurity reviews as part of its audit procedures and presents any findings to the Board. Additionally, we have implemented mandatory training and awareness programs, including periodic exercises, designed to educate our employees on cybersecurity risks. To our knowledge, the Company has not had a material cybersecurity breach within the last three years. We believe these measures provide adequate risk oversight of information technology and cybersecurity matters that could affect the Company.

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Independence. Other than Mr. Tomnitz, our Executive Chairman, all current Board members are classified as independent under the NYSE listing standards. We believe our Company and our stockholders benefit from the five independent, experienced directors that make up our Board, along with oversight of the Board by the Executive Chairman.

Each of the Board’s Committees oversees the management of risks within the Committee’s areas of responsibility. In performing this function, each Committee has full access to management, as well as the ability to engage advisors. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board composition and leadership structure support this approach.

Board Committees and Stockholder’s Agreement

At all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, no committee of the Board will have more than three members unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Each committee of the Board will include in its membership (i) a number of D.R. Horton designees equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of members that such committee would have if there were no vacancies on such committee, rounded up to the nearest whole number (and in any event not less than one) and (ii) at least one member not designated by D.R. Horton. In addition, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will maintain a Nominating and Governance Committee.

On October 6, 2017, D.R. Horton and our Board, including each of the members of our Board that are considered “independent” under the rules of the SEC and the NYSE, elected to waive the requirement that the committees of the Board consist of three directors, and set the size of each of our Nominating and Governance Committee, the Compensation Committee and the Audit Committee at four directors. In October 2024, D.R. Horton and our Board set the size of each of our Nominating and Governance Committee, the Compensation Committee and the Audit Committee at five directors, an increase of one director from previous years.

Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

Audit Committee

The Audit Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the “Investor Relations — Corporate Governance — Board Committees” section. Among other things detailed in the Committee’s Charter, the Audit Committee sets the “tone at the top” and assists the Board in its oversight of:

•the integrity of our financial statements;

•compliance with legal and regulatory requirements;

•implementation of new accounting standards;

•the independent registered public accounting firm’s qualifications and independence; and

•the performance of the internal audit function and independent registered public accounting firm.

In addition, the Audit Committee prepares the audit committee report included in this Proxy Statement. The Audit Committee has the sole authority to retain, compensate and terminate our independent registered public accounting firm. Our Board of Directors has determined that Mr. Fuller and Ms. Fischer are financial experts. In addition, our Board has determined that all members of the Audit Committee are financially literate and independent as defined in the NYSE corporate governance standards applicable to audit committee members. The members of the Audit Committee are Mr. Fuller (Chair), Ms. Fischer, Ms. Jamieson, Ms. Parmer and Mr. Seagraves. The Audit Committee met four times in fiscal 2024.

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Compensation Committee

The Compensation Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the “Investor Relations — Corporate Governance — Board Committees” section. Among other things detailed in the Committee’s Charter, the Compensation Committee is responsible for the following:

•determining and approving, either as a committee or together with other independent directors (as directed by the Board), the Executive Chairman’s and CEO’s compensation;

•determining and recommending to the Board the compensation of the other executive officers;

•establishing the compensation philosophies, goals and objectives for executive officers;

•monitoring incentive and equity-based compensation plans;

•administering equity-based plans;

•preparing a Compensation Committee report on executive compensation for inclusion in our annual proxy statement; and

•overseeing compliance with SEC rules regarding stockholder approvals of certain executive compensation matters and equity compensation plans.

The Compensation Committee reviews and considers, among other things, the incentives that our executive compensation programs create on our risk profile. The Compensation Committee reports regularly to the full Board. In addition, under the terms of the Second Amended and Restated Certificate of Incorporation and the A&R Stockholder’s Agreement with D.R. Horton, for so long as D.R. Horton beneficially owns 35% or more of our voting securities, we need the prior written consent of D.R. Horton to appoint or terminate key officers or change their compensation arrangements. Thus, under those circumstances, D.R. Horton's approval is also required.

The Compensation Committee did not engage a compensation consultant in fiscal 2024. However, in October 2024, Lockton Companies, a compensation consultant, was engaged to provide advice on the Company’s executive compensation program structure. Lockton reports directly to the Compensation Committee. The independence of Lockton Companies was assessed under applicable NYSE rules, and it was determined that Lockton’s engagement does not raise any conflicts of interest.

The members of the Compensation Committee are Ms. Jamieson (Chair), Ms. Fischer, Mr. Fuller, Ms. Parmer and Mr. Seagraves. Our Board has determined that all members of the Compensation Committee are independent as defined in the NYSE corporate governance standards applicable to compensation committee members. The Compensation Committee met nine times in fiscal 2024.

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Nominating and Governance Committee

The Nominating and Governance Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the “Investor Relations — Corporate Governance — Board Committees” section. Among other things detailed in the Committee’s Charter, the Nominating and Governance Committee is responsible for the following:

•reviewing the structure of the Board, at least annually, to ensure that the proper skills and experience are represented on the Board;

•recommending nominees to serve on the Board;

•reviewing corporate governance issues;

•reviewing performance and qualifications of Board members before they stand for re-election;

•reviewing stockholder proposals and recommending to the Board action to be taken regarding stockholder proposals; and

•acting in an advisory capacity to the Board regarding activities that relate to issues of social and public concern, matters of public policy and the environment and significant legislative, regulatory and social trends and developments.

The members of the Nominating and Governance Committee are Mr. Seagraves (Chair), Ms. Fischer, Mr. Fuller, Ms. Jamieson and Ms. Parmer. Our Board has determined that all members of the Nominating and Governance Committee are independent as such term is defined in the NYSE corporate governance standards. The Nominating and Governance Committee met six times in fiscal 2024.

Executive Committee

The Executive Committee may exercise all the authority of the Board of Directors in the management of our business and affairs that by state or federal law or the NYSE Rules may be delegated to it by the Board of Directors. The members of the Executive Committee are Mr. Tomnitz (Chair), Ms. Jamieson and Mr. Seagraves. The Executive Committee did not meet in fiscal 2024.

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Director Independence

Our Corporate Governance Guidelines are available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section. In accordance with our Corporate Governance Guidelines and NYSE rules, the majority of our directors are independent.

Ms. Fischer, Mr. Fuller, Ms. Jamieson, Ms. Parmer and Mr. Seagraves satisfy our director independence standards. Mr. Tomnitz does not meet our independence standards because he is an executive officer. Mr. Ringler, who resigned from the Board in October 2024, satisfied our director independence standards during the time he served on the Board.

The Board defines independence as meeting the requirements to be considered independent directors under current NYSE rules. The Board has established the following additional guidelines to assist it in determining director independence:

•Annually, the Board reviews the relationships each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Only directors the Board affirmatively determines have no material relationship with the Company will be considered independent, subject to additional qualifications prescribed under the NYSE listing standards or applicable law.

•To serve as a member of any Committee of the Board, the director must meet any additional independence requirements set forth in the Committee’s charter or applicable law or listing standards of the NYSE.

There were no material transactions or relationships between the Company and any of our independent directors during fiscal 2024. There are no family relationships between any of the nominees and our executive officers.

Board Meetings

Our Board typically meets at least four times a year. Our Board met 16 times in fiscal 2024. Each director attended virtually, in person or by conference call at least 75% of Board meetings and committee meetings held by all committees on which he or she served (held during the period he or she served).

At least once each year, our Board holds meetings with only independent directors present. The Chair of the Nominating and Governance Committee serves as Presiding Director to lead these meetings.

Other Corporate Governance Matters

Under our Corporate Governance Guidelines, a director is deemed to have tendered his or her resignation at the next regularly scheduled meeting of the Nominating and Governance Committee in the event of a change in job status from the status held at the time of election to our Board. The Nominating and Governance Committee will review whether the new occupation or retirement of the director is consistent with the needs and composition of our Board and recommend action to our Board. Also, under our Corporate Governance Guidelines, non-employee directors may not serve on the boards of directors of more than three public companies. Existing directors must consult the Executive Chairman of the Board and the Chair of the Nominating and Governance Committee prior to joining another board of directors. The Executive Chairman of the Board and the Chair of the Nominating and Governance Committee will assess whether the new membership would present a conflict or otherwise compromise the ability of that director to dedicate the time necessary to serve on our Board.

We expect all of our Board members to attend our 2025 Annual Meeting of Stockholders, but from time to time other commitments may prevent certain Board members from attending. All Board members in office at the time of our 2024 Annual Meeting of Stockholders attended such meeting either virtually, by teleconference or in person.

Non-employee directors must retire from the Board no later than the annual stockholders meeting following their 77th birthday unless the remaining non-employee directors determine that it would be in the best interest of the Company and our stockholders for an exception to this policy to be granted. Employee directors must resign from the Board at the time they retire or otherwise terminate employment with us, but no later than their 77th birthday, unless otherwise determined by the Board.

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In November 2020 and later affirmed in 2021, 2022, 2023 and 2024, the remaining non-employee directors determined that it was in the best interest of the Company and the stockholders that Mr. Fuller, age 81, continue to serve as a director of the Company. Mr. Fuller was nominated by the Nominating and Governance Committee as a director of the Company to be included in this Proxy Statement for re-election at the 2025 Annual Meeting. As a previous public company CFO in the homebuilding industry, Mr. Fuller brings valuable expertise to the Board. His unique skill set and experience provide a helpful perspective, and he is highly regarded and appreciated by the other Board members as the Chair of the Audit Committee.

Policies on Business Conduct and Ethics

All our directors, officers and employees are required to abide by our Standards of Business Conduct and Ethics. This code covers all areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, compliance with all applicable laws and regulations, and oversight and compliance. Our CEO and CFO are also required to abide by our Code of Ethics for Senior Financial Officers. The Standards of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers are available at www.forestar.com under the “Investor Relations — Corporate Governance — Governance Documents” section. We will provide a copy of these documents without charge to any stockholder upon request to our Corporate Secretary at our principal executive office. Any future amendments to either of these codes, and any waiver of the Code of Ethics for Senior Financial Officers and of certain provisions of the Standards of Business Conduct and Ethics for directors or executive officers, will be disclosed on our website promptly following the amendment or waiver.

Communications with Directors

Stockholders and other interested parties may communicate with our Board, including individual directors, by forwarding written comments to the Chair of the Nominating and Governance Committee, who also serves as our Presiding Director, with a copy to our Corporate Secretary to the following:

George W. Seagraves, II, Nominating and Governance Committee Chair

Forestar Group Inc.

2221 E. Lamar Blvd., Suite 790

Arlington, Texas 76006

Attention: Board Communications

Copy to:

Corporate Secretary

Forestar Group Inc.

2221 E. Lamar Blvd., Suite 790

Arlington, Texas 76006

Attention: Board Communications

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Director Compensation

Our director compensation program is designed to compensate our directors for the time commitment required to fulfill their responsibilities, to align director compensation with the long-term interests of our stockholders and to assist in recruiting high-caliber directors.

Director Fee Schedule

The fiscal 2024 director fee schedule is as follows:


			Retainer Fee			$12,500 per quarter, not to exceed $50,000 per annum
			Annual Board Committee Fee			$5,000 per Committee (paid $1,250 per quarter)
			Annual Board Committee Chair Retainer			$2,500 per Committee (paid $625 per quarter)

In October 2024, the Board of Directors approved an increase of $10,000 to the retainer fee effective January 1, 2025, for a total of $60,000 per annum ($15,000 per quarter).

In addition to the above cash-based fees, in October 2023, each then serving non-employee director received a retainer grant of 6,000 restricted stock units, which vest ratably over three years, consistent with the retainer grant received three years prior. In March 2024, each then serving non-employee director received their annual fiscal 2024 grant of 1,207 restricted stock units, which vest ratably over three years. Additionally, in connection with Ms. Fischer and Mr. Seagraves appointment to the Board, each received a retainer grant of 4,360 restricted stock units in October 2024, which vest ratably over three years. Such retainer fees paid in restricted stock units are generally granted to new directors upon initial appointment.

Further, directors are reimbursed for expenses incurred attending Board and committee meetings, including those for travel, food and lodging. Each non-employee director is also eligible to participate in the Company's broad-based health care plan. Ms. Jamieson elected to participate in the plan in fiscal 2024.

Mr. Tomnitz does not receive any fees or compensation for his service on our Board other than his compensation as Executive Chairman which is discussed further below under “Executive Compensation.”

Insurance and Indemnification

All directors are covered under our director and officer liability insurance policies for claims alleged in connection with their service as a director. We have entered into indemnification agreements with each of our directors, agreeing to indemnify them to the fullest extent permitted by law for claims alleged in connection with their service as a director.

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Fiscal 2024 Director Compensation

The following table presents compensation earned by non-employee directors for services rendered in fiscal 2024 as calculated in accordance with SEC rules.


Name(1)	Fees Paid in Cash(2)		Stock Awards(3)		Total
Samuel R. Fuller	$	67,500	$	189,329	$	256,829
Lisa H. Jamieson	$	67,500	$	189,329	$	256,829
Elizabeth (Betsy) Parmer	$	65,000	$	189,329	$	254,329
G.F. (Rick) Ringler, III(4)	$	67,500	$	189,329	$	256,829

_________________

(1)The Company pays director fees only to non-employee directors.

(2)Amounts represent director fees paid in cash during fiscal 2024.

(3)Amount represents the grant date fair value of $23.47 per unit for the 6,000 restricted stock units granted to each non-employee director on October 30, 2023 and the grant date fair value of $40.19 per unit for the 1,207 restricted stock units granted to each non-employee director on March 28, 2024. The grant date fair value of the restricted stock units was determined in accordance with accounting guidance for share-based payments. The Company recognizes expense for these awards over the three-year vesting period for those directors who are not retirement eligible (with such expense recognized at grant for directors who are retirement eligible).

(4)Mr. Ringler resigned from the Board of Directors effective October 28, 2024.

*Kellie L. Fischer and George W. Seagraves, II were appointed to the Board of Directors effective October 28, 2024 and therefore did not receive any compensation in fiscal 2024.

As of September 30, 2024, each then serving non-employee director held the following number of unvested restricted stock units:


Name						Unvested Restricted Stock Units
Samuel R. Fuller						10,309
Lisa H. Jamieson						10,309
Elizabeth (Betsy) Parmer						13,398
G.F. (Rick) Ringler, III (1)						10,309

(1) Mr. Ringler’s restricted stock units vested in full upon his resignation from the Board of Directors in October 2024.

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Proposal No. 2 – Advisory Vote on the Approval of Executive Compensation

The Board recognizes that executive compensation is an important matter for our stockholders. Our executive compensation programs are designed to implement our core compensation philosophy that executive compensation should relate to and vary with Company performance. We believe our compensation programs are aligned with the interests of our stockholders.

Pursuant to Section 14A of the Securities Exchange Act of 1934, and as a matter of good corporate governance, we are asking you to vote, in a non-binding advisory manner, to approve the executive compensation philosophy and objectives described in the Compensation Discussion and Analysis (CD&A) section of this 2025 Proxy Statement, and the compensation of our named executive officers (“NEOs”), as disclosed in this 2025 Proxy Statement.

As an advisory vote, the results of this vote will not be binding on the Board or the Company. However, the Compensation Committee of the Board of Directors values the opinions of our stockholders and will consider the outcome of the vote when making future decisions on the compensation of our NEOs and our executive compensation philosophy and objectives.

After consideration of the results of our advisory vote on the frequency of future advisory votes on executive compensation held at our 2023 Annual Meeting of Stockholders, at which the overwhelming majority of votes cast supported holding advisory votes to approve executive compensation every year, the Board of Directors has determined to hold annual advisory votes on executive compensation. Accordingly, the next advisory vote on executive compensation following the 2025 Annual Meeting will occur at the 2026 Annual Meeting unless the Board of Directors modifies its policy on the frequency of holding such advisory votes.

In accordance with the foregoing, we are asking stockholders to approve the following advisory resolution at the 2025 Annual Meeting:

RESOLVED, that the stockholders of Forestar Group Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders.

The Board of Directors Unanimously Recommends that Stockholders Vote “FOR”

Approval of the Advisory Resolution on Executive Compensation.

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Executive Officers

Our Current Executive Officers are:


Donald J. Tomnitz	Anthony W. Oxley	James D. Allen	Mark S. Walker
Executive Chairman	President and Chief Executive Officer	Executive Vice President, Chief Financial Officer and Treasurer	Executive Vice President and Chief Operating Officer

Non-Director Executive Officers


Anthony W. Oxley
Chief Executive Officer Age 60			Anthony W. Oxley, is President and Chief Executive Officer of Forestar, positions he has held since January 2024. Prior to Forestar, he was D.R. Horton’s Senior Vice President – Business Development and oversaw all M&A activity and new market opportunities for start-up divisions. During his 25-year tenure with the national homebuilder, he was active in land banking, land acquisition and development, homebuilding and day-to-day division operations. Additional responsibilities included property, technology and innovation investments. Mr. Oxley holds a Bachelor's degree from the University of Northern Iowa and a Juris Doctor degree from Emory University.


James D. Allen
Chief Financial Officer Age 65			James D. Allen, is Executive Vice President, Chief Financial Officer and Treasurer of Forestar, positions he has held since March 2020. Prior to joining Forestar, he served as a Senior Operating Partner at Palm Beach Capital, a private equity investment firm, from 2019 to March 2020. He served as CFO of Hollander Sleep Products, a supplier of bedding products, from 2015 to 2018. He has also held a variety of executive roles at both private and public companies, including Operating Vice President and Group CFO of Sun Capital Partners from 2003 to 2014, Chief Administrative Officer of Mattress Firm Inc. and a variety of C-suite roles at Tandycrafts, Inc. Mr. Allen began his career at PwC. Since February 2016, Mr. Allen has served on the Board and as a member of the audit and compensation committees of Flexshopper, Inc. (Nasdaq: FPAY). Mr. Allen holds a Bachelor of Business Administration degree in accounting and management from Evangel University.


Mark S. Walker
Chief Operating Officer Age 48			Mark S. Walker, is Executive Vice President and Chief Operating Officer of Forestar, positions he has held since October 1, 2022. Mr. Walker has more than 20 years of experience in residential real estate. Mr. Walker joined Forestar in 2019 as Region President of the Company’s East region. Since 2019, his responsibilities have expanded to include leading Forestar’s Mid-Atlantic, North and Texas regions. Prior to joining Forestar, Mr. Walker worked for D.R. Horton from 2012 to 2019 as a Vice President in land acquisition and development. Mr. Walker holds a Bachelor of Business Administration degree in general business from the University of Georgia.

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Executive Compensation

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the compensation elements for our NEOs. Our NEOs for fiscal 2024 are:

•Donald J. Tomnitz, Executive Chairman;

•Anthony W. Oxley, President and Chief Executive Officer;*

•Daniel C. Bartok, Former President and Chief Executive Officer;*

•James D. Allen, Executive Vice President, Chief Financial Officer and Treasurer; and

•Mark S. Walker, Executive Vice President and Chief Operating Officer.

* Effective January 1, 2024, Mr. Bartok retired as President and Chief Executive Officer and Anthony W. Oxley was appointed to serve as the Company's President and Chief Executive Officer. Mr. Bartok continues to serve as a consultant to the Company through a transition period ending December 31, 2024.

We are a national, well-capitalized residential lot development company focused primarily on making investments in land acquisition and development to sell finished single-family residential lots to homebuilders. We conduct a wide range of project planning and management activities related to the entitlement, acquisition, community development and sale of residential lots. We primarily invest in entitled short-duration projects that can be developed in phases, enabling us to complete and sell lots at a pace that matches market demand, consistent with our focus on capital efficiency. This strategy is a unique, lower-risk business model that we expect will produce more consistent returns than other public and private land developers.

We have expanded and diversified our lot development operations across 59 markets in 24 states by investing available capital into our existing markets and by entering new markets. We believe our geographically diverse operations provide a strong platform for us to consolidate market share in the highly fragmented lot development industry. We also believe our geographic diversification lowers our operational risks and enhances our earnings potential by mitigating the effects of local and regional economic cycles.

We became a majority-owned subsidiary of D.R. Horton, Inc. (“D.R. Horton”) in October 2017 by virtue of a merger with a wholly-owned subsidiary of D.R. Horton. Immediately following the merger, D.R. Horton owned 75% of our outstanding common stock, and as of September 30, 2024, owned approximately 62% of our outstanding common stock. We have grown significantly since the merger in October 2017, as described in the “Key Operating and Financial Highlights” section of the Proxy Summary above.

Our Compensation Committee strives to provide a fair and competitive compensation program for executive officers that will attract, motivate and retain highly qualified and experienced executives, reward superior performance and provide incentives based on Company performance, with an overall emphasis on maximizing long-term stockholder value. The following discussion provides information regarding our compensation objectives and the relationship between our pay outcomes and the performance of the executive and the Company.

Alignment of Pay with Performance

Our executive compensation program intends to incentivize executives to make business decisions that achieve the Company's strategic objectives and create shareholder value, without taking excessive risk, and reward them accordingly. In fiscal 2024, the Compensation Committee took a discretionary and holistic approach when evaluating executive officer performance. The Compensation Committee considers several different Company-level metrics including, but not limited to, increased land and lot development, lot sales, and other financial and non-financial performance measures and objectives, including ethics, key initiatives, strategic planning, financial results, succession planning, human resources, communications, external relations and board relations. Each NEO's performance, position, tenure, experience, expertise, leadership and management capabilities are considered in addition to the Company-level metrics discussed above when making compensation decisions.

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Several key financial and operational highlights that illustrate our strong performance in fiscal 2024 are provided below. All comparisons are made between fiscal 2023 and fiscal 2024.


Financial Highlights
Revenue and earnings						•Net income increased 22% to $203.4 million or $4.00 per diluted share. •Pre-tax income increased 22% to $270.1 million, with a pre-tax profit margin of 17.9%. •Revenues increased 5% to $1.5 billion.
Maintained financial flexibility						•At year-end, liquidity totaled $858.4 million, consisting of $481.2 million in cash and cash equivalents and $377.2 million of availability on the revolving credit facility after the reduction for outstanding letters of credit. •Issued 546,174 shares of common stock under the at-the-market equity offering program for proceeds of $19.7 million, net of commissions and other issuance costs. •No senior note maturities until fiscal 2026.
Value creation						•Return on equity of 13.8%. Return on equity is calculated as net income attributable to Forestar for the year divided by average stockholders' equity, where average stockholders' equity is the sum of ending stockholders' equity balances of the trailing five quarters divided by five. •Book value per diluted share increased 15% to $31.47.
Operational Highlights
Solid execution						•Lots sold increased 7% to 15,068 residential lots. •Further diversified our operating platform and investment in real estate by entering Washington, Oregon and Virginia. •Ended fiscal 2024 with operations in 59 markets and 24 states.
Positioning for future growth						•Owned and controlled 95,100 lots across a geographically diverse footprint at September 30, 2024. •Invested $1.6 billion in land acquisition and development, a 65% increase over fiscal 2023. •Increased the size of our team by 30% to support the expansion of our platform, including entering new markets and increasing community count. •Roughly 80% of new hires are focused in local market operations.
Strong customer relationships						•Continued to diversify and expand customer base by closing lots to 22 unique customers in fiscal 2024. •16% of the homes D.R. Horton started this year were on a Forestar developed lot. •Owned lots under contract to sell increased 40% to 21,000 lots, or 36% of our owned lot position, which is expected to generate approximately $1.9 billion dollars of future revenue.

In October 2024, the Compensation Committee established the Executive Cash Incentive Plan and introduced performance-based restricted stock units to the Company's fiscal 2025 executive compensation program, further reinforcing the Company’s pay-for-performance compensation philosophy. See “Fiscal 2025 Compensation” on page 26.

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Advisory Vote

At our 2024 Annual Meeting of Stockholders, approximately 99% of votes cast in our advisory vote on executive compensation were in favor of the proposal. The Compensation Committee considered this result and made no changes to our compensation program for fiscal 2024 as a result of our stockholders’ support of our existing executive compensation program. The Compensation Committee will continue to consider the results of stockholder advisory votes on executive compensation when making future decisions. At our 2023 Annual Meeting of Stockholders, our stockholders voted in favor of an annual frequency of an advisory vote on executive compensation. Our Board of Directors has currently determined that advisory votes on executive compensation should continue to be held annually.

The Compensation Committee has primary authority over establishing and changing our executive compensation programs and making specific compensation determinations, while D.R. Horton maintains consent rights over certain compensation matters.

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, retain and motivate talented executives to achieve the Company's key financial and strategic objectives and reward superior individual performance, with an overall emphasis on maximizing shareholder value. We are guided by the following principles in determining the form and amount of executive compensation:

•Compensation should align with the performance of the Company and performance of the individual. Fiscal 2024 semi-annual cash bonuses were discretionary in nature yet evaluated based on our financial and operating performance, as well as the individual performance of the executive. Also, our restricted stock unit awards generate additional value for executives as our stock price increases.

•Compensation should align executives’ and stockholders’ interests. Our bonuses are designed to incentivize and reward performance as we continue to grow our residential lot development business. In addition, the use of equity-based compensation aligns our executives’ interests with our stockholders’ interests and encourages our executives to focus on profitable growth and long-term performance.

•Compensation should be competitive. Our total compensation, including our base salaries, bonuses and long-term equity awards, should be competitive with our public and private peers to enable us to attract and retain key executives.

•Retention. We believe an overall package of appropriate pay and benefits helps retain executives and managers. This includes a competitive base salary, cash bonuses, health and welfare benefits, Company matching contributions under our 401(k) plan and supplemental retirement benefits. In addition, equity awards with vesting and forfeiture provisions encourage retention.

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Elements of our Compensation Program

The elements of our fiscal year 2024 compensation program are as follows:

•Base salaries;

•Discretionary semi-annual cash bonuses;

•Long-term time-based equity awards via restricted stock units;

•401(k) retirement plan contributions; and

•Health and welfare benefits.

Each element of compensation is evaluated independently to determine whether, in our Compensation Committee’s judgment, it is competitive within our industry. Our Compensation Committee balances the elements of compensation to attract executives with the appropriate level of experience and expertise, motivate executives to achieve superior individual and Company performance and retain executives that are creating value for our shareholders. Our Compensation Committee believes balancing short- and long-term compensation elements properly incentivizes our executives and mitigates risk. Our Compensation Committee reviews tally sheets that show all compensation elements on an aggregate basis over the previous three years. From year to year, the Compensation Committee may also choose to award all or only certain elements of compensation to an NEO.

Element

Performance Measure

Measurement / Vesting
Period

Base salary

Continued service subject to annual evaluation

Evaluated each year

Discretionary cash bonus:

Semi-annual cash bonus

Company and individual performance

6 months to 1 year

Long-term equity incentives:

Restricted stock units

Continued service

3 to 5 years

401(k) retirement benefits

401(k) contribution is dependent on deferrals elected by the NEO and allowable under regulatory limits

None

Health and welfare benefits

None

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2024 TOTAL COMPENSATION

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Fiscal 2024 Compensation

Base Salaries

Base salaries are determined based on the executive’s responsibilities, performance, experience and the Compensation Committee’s judgment. In reviewing the executives' salaries, the Compensation Committee reviews publicly-available data from our peer group companies (see “Competitive Pay Analysis and Peer Group”). Base salaries provide our NEOs a foundation of fixed income, encourage retention and recognize effective leadership.

Each of the NEO’s base salaries moderately increased for fiscal 2024 to align their salaries with the salaries of similar executives of similar publicly-traded companies, including members of our peer group and other public companies within a range of our market capitalization and industrial classification code, and to recognize each executive’s performance in their role. After consulting with the Compensation Committee’s compensation consultant, Lockton Companies, and further analysis of our peer group, the Compensation Committee determined to further increase the salary levels of our NEOs for fiscal 2025 at a level to retain and motivate each NEO.

The annual base salaries of our NEOs for fiscal years 2023, 2024 and 2025 are set forth in the following table.


Name	Fiscal 2023 Base Salary	Fiscal 2024 Base Salary	Fiscal 2025 Base Salary
Donald J. Tomnitz	$400,000	$420,000	$500,000
Anthony W. Oxley*	—	$420,000	$500,000
James D. Allen	$350,000	$370,000	$400,000
Mark S. Walker	$300,000	$315,000	$400,000
Daniel C. Bartok*	$400,000	$420,000	—

* Effective January 1, 2024, Mr. Bartok retired as President and Chief Executive Officer and Anthony W. Oxley was appointed to serve as the Company's President and Chief Executive Officer.

Semi-Annual Discretionary Bonuses

The Compensation Committee and the Board, as applicable, determined bonuses for fiscal 2024 at their discretion for our NEOs. The Committee's discretionary approach intends to reward the achievement of critical short-term financial and operational objectives that support our long-term financial and value creation goals for our stockholders. Consistent with the approach taken in prior years, the Compensation Committee and Board considered the following items, along with other relevant information, when determining the amount of discretionary bonuses for fiscal 2024 on a semi-annual basis:

•increase in margins;

•improvement of financial returns;

•management of inventory;

•extent of responsibilities;

•increase in the number of lots delivered;

•disciplined land acquisition;

•controlling selling, general and administrative costs;

•maintaining a strong balance sheet that provides operational flexibility; and

•maintaining strong financial internal controls, financial reporting systems and financial compliance.

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For the first semi-annual period ended March 31, 2024, Mr. Tomnitz received a $500,000 bonus, Mr. Oxley received a $250,000 bonus (reflecting his partial period of service), and Mr. Allen and Mr. Walker each received a $275,000 bonus. For the second semi-annual period ended September 30, 2024, Mr. Tomnitz and Mr. Oxley each received a $1,250,000 bonus and Mr. Allen and Mr. Walker each received a $350,000 bonus. The increases in bonuses for fiscal 2024 were driven by improved financial metrics, the executive's strong individual performance, the achievement of multiple operational objectives at the Company level and the overall performance of the Company under each of the executive's leadership. The Compensation Committee and Board believe the total cash compensation paid in fiscal 2024 to each of our NEOs is appropriate based on our compensation philosophy, objectives and the compensation received by similar executives at our peer companies.

Given his retirement on January 1, 2024, Mr. Bartok did not receive any semi-annual discretionary bonus awards for fiscal 2024.

Long-Term Incentive Awards

Our 2018 Stock Incentive Plan gives us the ability to provide our eligible employees, including each of our NEOs, awards based on shares of our common stock. For fiscal 2024, our equity-based incentive awards for NEOs were granted in the form of time-based restricted stock units (“RSUs”). Our Compensation Committee grants equity awards to align interests of the executives with the interests of our stockholders, to remain competitive with market practices and to support executive retention.

In making decisions regarding annual equity-based awards, including determining the size of awards, our Compensation Committee considers previous grants made to the executive, the value and experience the executive brings to their role, retention incentives and the responsibilities of the executive. In the case of a new executive, or an executive assuming new responsibilities, an initial grant may be made above usual annual targeted levels. The size of equity-based awards may be determined based on input from a compensation consultant regarding market practices, recommendations of the Executive Chairman or the CEO (except the CEO and Executive Chairman do not make recommendations regarding their own awards) or the judgment of our Compensation Committee. The dollar value of the awards may be below, at or above the mid-range of what other comparable companies may offer in any given year.

Time-based RSUs, which are the primary equity incentive we grant under our 2018 Stock Incentive Plan, may be granted at any time. Each RSU represents the right to receive one share of our common stock upon vesting. All other terms and conditions of the RSUs are determined at the time of award.

On March 28, 2024, the Compensation Committee awarded Mr. Tomnitz and Mr. Oxley each 14,930 RSUs, and awarded 9,953 RSUs to both Mr. Allen and Mr. Walker. The RSU grants to Mr. Tomnitz and Mr. Oxley vest in three equal annual installments and Mr. Allen and Mr. Walker’s RSUs vest in five equal annual installments. Additionally, Mr. Oxley was granted 2,010 D.R. Horton RSUs on December 20, 2023 while he was still in service at D.R. Horton. These RSUs vest based on Mr. Oxley's continued service with D.R. Horton or its subsidiaries, including Forestar, in five equal annual installments and will settle in shares of D.R. Horton common stock. Due to his retirement in January 2024, Mr. Bartok was not granted any equity awards in fiscal 2024.

Fiscal 2025 Compensation:

In recent years, the Compensation Committee has considered moving to a more formulaic incentive-based compensation program for its NEOs, consistent with its commitment to pay-for-performance. The Compensation Committee's philosophy and guidelines for considering such an incentive-based program included the following:

•the program should not encourage excessive risk taking.

•the program should offer an opportunity for greater compensation for superior performance, balanced by the risk of lower compensation when performance is below expectations.

•compensation levels should be closely tied to the performance and success of the Company as well as the executive's contribution to the Company's performance and success.

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After a thorough review of the Company’s executive compensation program, including consultation with its independent compensation advisor in October of 2024, the Compensation Committee approved the following changes for the Company’s fiscal 2025 executive incentive compensation program to further reinforce the Company’s pay for performance compensation philosophy:

Short-Term Cash Incentive Plan:

•The Committee adopted the Forestar Group Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”), pursuant to which the Company may grant cash incentive awards to eligible participants, including executive officers of the Company, that are payable based on the achievement of pre-established performance goals. Replacing our historic discretionary bonuses, the fiscal 2025 annual cash incentive award granted to the Company’s executive officers under the Cash Incentive Plan will be earned based on the Company’s pre-tax income performance, with the ability to earn from 0% to 200% of a specified target opportunity. Earned cash incentive awards will be paid semi-annually.

Long-Term Performance Stock Units:

•The Compensation Committee determined to incorporate performance-based restricted stock units that are earned when the Company achieves preset long-term performance goals into the Company’s executive equity award program through the grant of performance-based restricted stock units (“PSUs”) as a portion of the fiscal 2025 equity awards granted to the Company’s executive officers. Fiscal 2025 PSUs granted will be earned after a three-year performance period covering fiscal years 2025 through 2027, subject to the achievement of relative total stockholder return, return on inventory and market share goals, with the ability to earn from 0% to 200% of granted PSUs. The three performance goals are weighted equally.

The Compensation Committee believes that these updates will further strengthen the alignment of executive incentives with the interests of the Company’s stockholders.

Insider Trading Policy

We have adopted an insider trading policy applicable to our directors, officers, employees and certain persons and entities that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. Under the terms of our insider trading policy, employees, including the NEOs, directors and their designees, may not engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including trading in options, warrants, puts, calls or similar hedging instruments, selling our securities “short” and may not pledge or hold our securities in margin accounts.

Mr. Bartok’s Separation and Consulting Agreements

In connection with Mr. Bartok's retirement effective January 1, 2024, in December 2023, the Compensation Committee approved entry into a Consulting Agreement with Mr. Bartok pursuant to which he agreed to provide transition services to the Company from January 2, 2024, through December 31, 2024. As part of the Agreement, he also agreed to certain confidentiality, non-competition and non-solicitation covenants. Under the Consulting Agreement, Mr. Bartok receives a monthly consulting fee of $83,333.

On this same date, the Compensation Committee also approved entry into a Separation Agreement, under which Mr. Bartok was paid a lump sum of $100,000 and will be reimbursed for the cost of up to twelve months of health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act in consideration of a general release of claims in favor of the Company and its affiliates. The Compensation Committee believes the consideration paid under the Separation Agreement to be reasonable and appropriate, particularly because Mr. Bartok did not receive any bonus or equity awards for his partial year of service in fiscal 2024.

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Other Compensation and Benefits

Qualified Retirement Benefits

Our employees, including our NEOs, are eligible to participate in the D.R. Horton 401(k) plan, a tax-qualified defined contribution retirement plan. Our NEOs, like all other eligible employees, may contribute 1% to 75% of their earnings, on a pre-tax basis, into the D.R. Horton 401(k) plan. For 2024, the maximum amount that could be contributed to the plan by a participant was $23,000 ($30,500 for participants 50 years or older). The Company makes a matching contribution to the participants’ accounts in an amount of $0.50 for each $1.00 contributed by the participant up to 6% of his or her covered wages.

SERP 2

In fiscal 2024, the Compensation Committee approved the participation of certain Company employees in the D.R. Horton Amended and Restated Supplemental Executive Retirement Plan 2 (“SERP 2”), a nonqualified plan, permitting eligible participants, including our executive officers, to accrue supplemental Company benefits payable upon retirement, separation of service, death or disability beginning in fiscal 2025. The SERP 2 provides that if the executive is employed by D.R. Horton or the Company on the last day of the fiscal year, the Company will establish a liability to such executive equal to 10% of his or her annual base salary as of the first day of such fiscal year. This liability will accrue earnings in future years at a rate established by the administrative committee for the SERP 2. Mr. Oxley was the only named executive officer who participated in the SERP 2 during fiscal 2024, who commenced participation in the SERP 2 while employed by D.R. Horton. All of our named executive officers are participants in the SERP 2 commencing in fiscal 2025.

The Compensation Committee reviewed the amounts listed in the column titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the “Summary Compensation Table” on page 32 for Mr. Oxley for fiscal 2024. The above-market portion of earnings on Mr. Oxley's outstanding SERP 2 balance was $34,981. We believe this amount accrued for above-market earnings on Mr. Oxley's SERP 2 balance is reasonable when compared to our peer group and reasonable relative to the total compensation package offered to Mr. Oxley.

Health and Welfare Benefits

We offer the same health and welfare benefits to all full-time employees, including our NEOs. These benefits include medical benefits, dental benefits, vision benefits, life insurance, salary continuation for short-term disability, long-term disability insurance, accidental death and dismemberment insurance, a dependent care spending account, a health care spending account, a health savings account and other similar benefits.

Perquisites

We generally provide minimal perquisites to our executives. No perquisites in excess of $10,000 were provided to our NEOs in fiscal 2024.

Clawback Policy

In October 2023, the Board of Directors adopted a clawback policy that applies to certain incentive-based compensation that we may grant, which intends to comply with the requirements of the New York Stock Exchange Listing Standard 303A.14 implementing Rule 10D-1 under the Securities Exchange Act of 1934. In the event the Company is required to prepare an accounting restatement of the Company's financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover any excess incentive-based compensation received by a covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. The Board of Directors believes that the clawback policy and prohibiting the hedging and pledging of the Company’s common stock, will further minimize compensation risk and strengthen the alignment of executives’ interests with those of long-term stockholders.

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Oversight of Executive Compensation

Compensation Committee

Our Compensation Committee is composed entirely of independent directors and is responsible for establishing and administering our compensation programs and philosophies. The Compensation Committee approves compensation for our Executive Chairman and CEO and makes recommendations to the Board regarding the compensation of our other NEOs. Our Executive Chairman works closely with our Compensation Committee and recommends executive compensation amounts, except the Executive Chairman does not participate in discussions regarding his own compensation. Further duties of the Compensation Committee are more fully set forth in the Compensation Committee Charter, which is available at www.forestar.com under the “Investor Relations — Corporate Governance — Board Committees” section.

Competitive Pay Analysis and Peer Group

The Compensation Committee believes providing competitive pay is a key factor in attracting, motivating and retaining executives that drive superior performance. Our Compensation Committee, either alone or with the assistance of a compensation consultant, if one is engaged for the year, considers a variety of factors to assist with setting compensation for the NEOs, including evaluating compensation programs and amounts provided to the NEOs of the companies in our peer group. Although we believe benchmarking the pay of our peer group is useful in determining our compensation practices and pay levels, we do not target our pay toward any particular peer group benchmark.

Although the peer group used to set initial fiscal 2024 compensation levels was unchanged from that used for fiscal 2023, during fiscal 2024, our peer group was revised as three of our former peers were acquired (M.D.C. Holdings, Inc.; Masonite International Corporation; and PGT Innovations, Inc). We also removed Tri Pointe Homes, Inc., from our peer group and added those denoted with an asterisk below. The companies comprising our peer group as of September 30, 2024 were selected based on their industries, similar market capitalization and business strategy to assist with setting compensation analysis for fiscal 2025. Our current peer group is:


American Woodmark Corporation *	Howard Hughes Holdings Inc.	MasterBrand, Inc. *
Beazer Homes USA, Inc.	JELD-WEN Holding, Inc. *	The St. Joe Company
Century Communities, Inc.	LGI Homes, Inc. *
Five Point Holdings, LLC	M/I Homes, Inc. *

Compensation Consultant

Our Compensation Committee may engage a compensation consultant or other third-party service providers to provide market and other specific information on executive compensation programs and amounts. Although, the Compensation Committee did not utilize a compensation consultant during fiscal 2024, in October 2024, Lockton Companies was engaged to provide advice and consult about executive compensation.

Tally Sheets

Our Compensation Committee reviews tally sheets for each of the NEOs setting forth compensation for the previous three years. These tally sheets list the executive’s salary, proposed bonus and stock awards, actual and anticipated 401(k) matching contributions and value of health and welfare benefits, in each case, over the previous three-year period.

Evaluation of Executive Chairman’s and CEO’s Performance

Our Compensation Committee facilitates a process for our independent directors to provide formal feedback regarding our Executive Chairman’s and CEO’s performance. Factors evaluated may include, but are not limited to, increased land and lot development, lot sales, and other financial and non-financial performance measures and objectives, including leadership, ethics, key initiatives, strategic planning, financial results, succession planning, human resources, communications, external relations and board relations. Our Compensation Committee determines Executive Chairman and CEO pay.

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Compensation Oversight Governance Practices

Our governance practices divide responsibility for compensation oversight into three levels:


Stockholders:			Stockholders have approved our stock incentive plans and provide an annual advisory vote on executive compensation. In addition, under the terms of the A&R Stockholder’s Agreement with D.R. Horton, for so long as D.R. Horton beneficially owns 35% or more of our voting securities, we need the prior written consent of D.R. Horton to appoint or terminate key officers or change their compensation arrangements. Thus, under those circumstances, D.R. Horton's approval is required.

Board and Compensation Committee:			Our Compensation Committee is composed entirely of independent directors. The Compensation Committee establishes and oversees the administration of our compensation programs. The Compensation Committee ensures that stockholder-approved plans are administered in accordance with good governance practices and intent. The Compensation Committee will also consider the results of stockholder advisory votes on executive compensation. The Compensation Committee is responsible for the approval of salaries and bonuses of the Executive Chairman and CEO and long-term equity compensation awarded to each of the NEOs. The full Board evaluates the performance of the CFO and COO and acts on recommendations of the Compensation Committee with respect to CFO and COO compensation.

Management:			Management determines individual employee bonuses below the executive officer level and administers all employee benefit and incentive plans on a day-to-day basis. Within management, the Executive Chairman serves as a liaison with the Compensation Committee.

Equity Award Grant Practices

Our practice is to consider equity-based awards annually. Historically, including during fiscal 2024, equity-based awards were granted in the second quarter of the fiscal year. Beginning in fiscal 2025, equity-based awards will be considered during the first quarter of the fiscal year. From time to time, we may grant equity-based awards to our executive officers outside the annual award process, such as in connection with the hiring of a new executive, for retention purposes, to reward exemplary performance or for promotional recognition. Although the Company does not currently grant stock options, employees may enroll to purchase shares under the terms of our 2022 Employee Stock Purchase Plan with purchase dates in January and July of each year using payroll deductions accumulated during the prior six-month period. The NEOs and certain other executives are not eligible to participate in the 2022 Employee Stock Purchase Plan.

We do not grant stock-based awards in coordination with the release of material non-public information nor do we time the release of material non-public information to affect the value of equity grants. Our policy for setting the timing of stock-based awards does not allow executives to have any role in choosing the price of their stock-based awards. We do not “back date,” “spring load” or reprice stock-based awards.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on this review and discussion, recommended to the Board of Directors that it be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended September 30, 2024.

Lisa H. Jamieson, Chair

Kellie L. Fischer

Samuel R. Fuller

Elizabeth (Betsy) Parmer

George W. Seagraves, II

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Summary Compensation Table

The following table contains compensation information for our Executive Chairman, CEO, CFO, COO and former CEO. We refer to these persons as our NEOs. The information in the following table is presented in accordance with SEC requirements.


Name and Principal Position(1)	Year	Salary ($)	Bonus(2) ($)	Stock Awards(3) ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(4) ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Donald J. Tomnitz	2024	420,000	1,750,000	600,037	—	18,292	2,788,329
Executive Chairman	2023	400,000	1,550,000	599,994	—	17,289	2,567,283
	2022	395,833	1,700,000	600,004	—	13,624	2,709,461
Anthony W. Oxley	2024	315,000	1,500,000	889,497	34,981	13,328	2,752,806
President and Chief Executive Officer
James D. Allen	2024	370,000	625,000	400,011	—	14,062	1,409,073
Executive Vice President and Chief Financial Officer	2023	350,000	525,000	399,996	—	13,244	1,288,240
	2022	345,833	550,000	400,008	—	12,367	1,308,208
Mark S. Walker	2024	315,000	625,000	400,011	—	13,265	1,353,276
Executive Vice President and Chief Operating Officer	2023	300,000	475,000	299,997	—	12,555	1,087,552
Daniel C. Bartok	2024	134,317	—	—	—	859,171	993,488
Former President and Chief Executive Officer	2023	400,000	1,550,000	599,994	—	19,440	2,569,434
	2022	395,833	1,700,000	600,004	—	15,002	2,710,839

(1)Mr. Walker became an NEO in fiscal year 2023 and Mr. Oxley became an NEO in fiscal year 2024. Mr. Bartok retired January 1, 2024.

(2)The amounts set forth in column (d) represent the discretionary cash bonuses earned by the NEOs during the applicable fiscal years. For additional information regarding the discretionary bonuses earned for fiscal 2024, please see “Semi - Annual Discretionary Bonuses” within the “Compensation Discussion and Analysis” section beginning on page 20 of this Proxy Statement.

(3)The amounts set forth in column (e) represent the aggregate grant date fair value of stock awards granted during the applicable fiscal years calculated in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. Assumptions used in the calculation are included in Note 1 under the caption “Stock-Based Compensation” to our audited consolidated financial statements for the year ended September 30, 2024 included in our Annual Report on Form 10-K filed with the SEC on November 19, 2024. Mr. Oxley's amount includes a grant of 2,010 RSUs awarded in December 2023 that vest over five years and will settle in D.R. Horton common stock.

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(4)The amounts set forth in column (g) for fiscal 2024 include the following:


	Additional Life Insurance and Long-Term Disability Premiums ($)	HSA and Wellness Contribution ($)	401(k) Matching Contributions ($)	Non-Employee Compensation (Consulting) ($)	COBRA Benefits Paid ($)	Severance ($)	Total ($)
Mr. Tomnitz	7,942	—	10,350	—	—	—	18,292
Mr. Oxley	3,141	—	10,187	—	—	—	13,328
Mr. Allen	3,712	—	10,350	—	—	—	14,062
Mr. Walker	2,915	—	10,350	—	—	—	13,265
Mr. Bartok	2,640	386	872	750,000	5,273	100,000	859,171

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Fiscal 2024 Grants of Plan-Based Awards

The following table summarizes fiscal 2024 grants of stock-based compensation made to each of our NEOs. Mr. Bartok did not receive any grants of stock-based compensation during fiscal 2024.

Name

Grant Date

Type of Award

All Other Stock
Awards:
Number of Shares
of Stock or Units
(#)

Grant Date Fair Value of Stock and Option Awards(1)

($)

(a)

(b)

(c)

(d)

(e)

Mr. Tomnitz

3/28/2024

RSUs(2)

14,930

600,037

Mr. Oxley

3/28/2024

RSUs(2)

14,930

600,037

12/20/2023

RSUs(3)

2,010

289,460

Mr. Allen

3/28/2024

RSUs(3)

9,953

400,011

Mr. Walker

3/28/2024

RSUs(3)

9,953

400,011

(1)The amounts in column (e) are based on the aggregate grant date fair value of the award determined pursuant to ASC 718. Assumptions used in the calculation of the amount in column (e) are included in Note 1 under the caption "Stock-Based Compensation" to our audited consolidated financial statements for the year ended September 30, 2024 included in our Annual Report on Form 10-K filed with the SEC on November 19, 2024.

(2)RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. The awards will settle in shares of our common stock after vesting.

(3)RSUs vest in five equal annual installments beginning on the first anniversary of the grant date. The awards will settle in shares of our common stock after vesting, except that Mr. Oxley's grant on December 20, 2023 will settle in shares of D.R. Horton's common stock.

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Fiscal 2024 Outstanding Equity Awards

The following table summarizes outstanding equity awards held by our NEOs at September 30, 2024. Mr. Bartok's then outstanding equity awards accelerated in accordance with their terms upon his retirement on January 1, 2024. All awards will settle in shares of our common stock unless noted below.


	Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Vesting Date
Mr. Tomnitz	3/31/2022	10,001	323,732	(2)
	3/21/2023	25,583	828,122	(2)
	3/28/2024	14,930	483,284	(2)
Mr. Oxley	3/12/2020	525	100,154	(3)
	3/17/2021	1,040	198,401	(3)
	3/30/2022	2,283	435,528	(3)
	3/21/2023	2,316	441,823	(3)
	12/20/2023	2,010	383,448	(3)
	3/28/2024	14,930	483,284	(4)
Mr. Allen	3/30/2020	1,250	40,463	(5)
	3/18/2021	5,037	163,048	(6)
	3/31/2022	13,513	437,416	(6)
	3/21/2023	21,680	701,782	(6)
	3/28/2024	9,953	322,179	(6)
Mr. Walker	3/10/2020	1,800	58,266	(6)
	3/18/2021	3,108	100,606	(6)
	3/31/2022	8,446	273,397	(6)
	3/21/2023	16,260	526,336	(6)
	3/28/2024	9,953	322,179	(6)

(1)Value for all awards is based on the closing market price of (a) our common stock of $32.37 or (b) D.R. Horton's common stock of $190.77, in each case as reported on the NYSE on September 30, 2024, the last trading day of fiscal 2024, depending on whether the award relates to our shares or D.R. Horton's shares.

(2)RSU awards vest in three equal annual installments on each of the first three anniversaries of the grant date. As a result of his retirement eligibility, additional shares are also withheld to cover certain payroll taxes as and when due.

(3)RSU awards (covering shares of D.R Horton common stock on the grant date) vest in five equal annual installments on each of the first five anniversaries of the grant date. This award was granted to Mr. Oxley during his service at D.R. Horton, prior to his employment at the Company, but continues to vest based on his service to the Company.

(4)RSU award vests in three equal annual installments on each of the first three anniversaries of the grant date.

(5)RSU award vests in five equal annual installments on each of the first five anniversaries of March 10, 2020.

(6)RSU awards vest in five equal annual installments on each of the first five anniversaries of the grant date.

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Fiscal 2024 Option Exercises and Stock Vested

The following table summarizes stock-based compensation awards vested during fiscal 2024:

Stock Awards

Name

Number of
Shares Acquired
on Vesting
(#)

Value Realized

Upon Vesting

($)(1)

Mr. Tomnitz

32,542

1,228,177

Mr. Oxley (Current CEO)

SEC Form DEF 14A filed by Forestar Group Inc