lgih-20240315

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


Filed by the Registrant			x
Filed by a Party other than the Registrant			o

Check the appropriate box:


			o			Preliminary Proxy Statement
			o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			x			Definitive Proxy Statement
			o			Definitive Additional Materials
			o			Soliciting Material under §240.14a-12

LGI HOMES, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable.

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

Payment of Filing Fee (Check all boxes that apply):


			x			No fee required.
			o			Fee paid previously with preliminary materials.
			o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas 77380

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

to be held on:

April 25, 2024

3:00 p.m. Central Time

Dear Stockholder:

You are cordially invited to attend our 2024 Annual Meeting of Stockholders, which will be held at 3:00 p.m. (Central Time) on April 25, 2024, at the Company’s headquarters at 1450 Lake Robbins Drive, The Woodlands, Texas 77380 in Suite 140.

We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.To elect the nominees named in the accompanying proxy statement to the Company’s Board of Directors;

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.To conduct an advisory vote to approve the compensation paid to the Company’s named executive officers for 2023, as disclosed in the accompanying proxy statement;

4.To conduct an advisory vote to approve the frequency of future stockholder advisory votes on executive compensation; and

5.To transact such other business as may properly come before the Annual Meeting, or any adjournment thereof.

Only stockholders of record as of the close of business on March 1, 2024 are entitled to notice and to vote at the Annual Meeting or any adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during the 10-day period prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (281) 362-8998.

Each share of Company common stock that you own represents one vote, and your vote as a stockholder of LGI Homes, Inc. is very important. If you are a registered stockholder and have questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by email through their website at www.computershare.com or by phone at (800) 962-4284 (within the U.S. and Canada) or (781) 575-3120 (outside the U.S. and Canada).

The Company’s Board of Directors has approved Proposals 1, 2, 3, and 4 described in the accompanying proxy statement and recommends that you vote:

FOR the election of each of the nominees for director named in Proposal 1;

FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 in Proposal 2;

FOR the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers for 2023 in Proposal 3; and

FOR “ONE YEAR” as the preferred frequency for holding future stockholder advisory votes on executive compensation in Proposal 4.


BY ORDER OF THE BOARD OF DIRECTORS


						Scott J. Garber General Counsel and Corporate Secretary

The Woodlands, Texas

March 15, 2024

YOUR VOTE IS IMPORTANT

Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement and your proxy card. It is important that your shares of Company common stock be represented and voted at the Annual Meeting. Please submit your proxy through the Internet, by telephone, or by completing the proxy card. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. Please do not return the proxy card if you are voting through the Internet or by telephone.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on April 25, 2024:

The Company’s Proxy Statement and 2023 Annual Report on Form 10-K are available for review online at www.proxyvote.com, which can also be accessed using the link at http://investor.lgihomes.com.


Table of Contents
NOTICE OF ANNUAL MEETING			Cover Page
PROXY STATEMENT			1
PROPOSALS			6
Proposal 1 - Election of Directors			6
Proposal 2 - Ratification of Appointment of the Independent Registered Public Accounting Firm			11
Proposal 3 - Advisory Vote on the Compensation Paid to Named Executive Officers (Say-on-Pay Vote)			13
Proposal 4 - Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation			14
CORPORATE GOVERNANCE			15
Corporate Governance Matters and Director Independence			15
Board Leadership Structure and Board’s Role in Risk Oversight			19
Board and Committee Meetings			20
Non-Employee Director Compensation			22
Stock Ownership Policy for Non-Employee Directors			23
Compensation Committee Interlocks and Insider Participation			23
Certain Relationships and Related Party Transactions			24
Contacting the Board			25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			26
Anti-Hedging and Insider Trading Policy			27
Equity Compensation Plan Information			28
EXECUTIVE OFFICERS			29
COMPENSATION DISCUSSION AND ANALYSIS			30
Executive Summary			30
Our Executive Compensation Practices			33
What We Paid and Why - Compensation for NEOs			38
Compensation Committee Report			44
EXECUTIVE COMPENSATION			45
ADDITIONAL INFORMATION			58
ANNEX A : NON-GAAP MEASURES			60

LGI HOMES, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board” or “Board of Directors”) of LGI Homes, Inc. (“LGI”, the “Company” or “we”) for use at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Company’s headquarters located at 1450 Lake Robbins Drive, The Woodlands, Texas 77380, in Suite 140 on April 25, 2024, at 3:00 p.m. (Central Time), and any adjournment thereof.

On or about March 15, 2024, we will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “2023 Annual Report”), and how to vote online, via the Internet. The Notice of Internet Availability will also contain instructions on how you can receive a paper copy of the proxy materials. Our 2023 Annual Report, Notice of Internet Availability and the proxy card are first being made available online on or about March 15, 2024.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the proposals described in this Proxy Statement.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote on the following proposals:


Proposal 1:			To elect Ryan Edone, Eric Lipar, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, and Robert Vahradian to the Board until our next annual meeting of stockholders, until such director’s successor is elected or appointed and qualified, or until such director’s earlier death, resignation or removal;
Proposal 2:			To ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
Proposal 3:			To conduct an advisory vote to approve the compensation paid to our named executive officers (“NEOs”) for 2023, as disclosed in this Proxy Statement (such vote, a “Say-on-Pay vote”);
Proposal 4:			To conduct an advisory vote to approve the frequency of future stockholder advisory votes on executive compensation; and

To transact such other business as may properly come before the Annual Meeting, or any adjournment thereof.

We are not aware of any other business to be brought before the Annual Meeting. If any additional business is properly brought before the Annual Meeting, proxies will be voted on those matters in accordance with the judgment of the person or persons acting under the proxies.

What is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual Meeting?

The Board recommends that you vote:

•FOR the election of each of the nominees for director named in Proposal 1;

•FOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 in Proposal 2;

•FOR the approval, on an advisory basis, of the compensation paid to the NEOs for 2023 in Proposal 3; and

•FOR “ONE YEAR” as the preferred frequency for holding future stockholder advisory votes on executive compensation in Proposal 4.

Voting of Proxies

When you vote by proxy, you authorize our officers listed on the proxy card to vote your shares of our common stock on your behalf as you direct. In the absence of such direction, your shares will be voted:

•FOR the election of each of the nominees for director named in Proposal 1;

•FOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 in Proposal 2;

•FOR the approval, on an advisory basis, of the compensation paid to the NEOs for 2023 in Proposal 3; and

•FOR “ONE YEAR” as the preferred frequency for holding future stockholder advisory votes on executive compensation in Proposal 4.

Voting and Ownership of Shares

At the close of business on the record date, March 1, 2024, the Company had 23,577,250 shares of common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote on each matter brought before the Annual Meeting. The following votes are required to approve each of the proposals at the meeting.

•Election of Directors. Proposal 1 regarding the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors.

•Ratification of Appointment of Independent Registered Public Accounting Firm. Generally, the Company’s Bylaws (our “Bylaws”) provide that approval of any matter presented to our stockholders at a meeting of our stockholders be decided by the vote of the holders of our stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting. Proposal 2 regarding the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm requires the approval of a majority of the shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting.

•Advisory Vote on the Compensation Paid to the NEOs. Approval of the compensation of the NEOs, as described in Proposal 3, requires the approval of a majority of the shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting. This vote, however, is merely advisory and is not binding on the Company, the Board or its Compensation Committee. Despite the fact that the vote is non-binding, the Board and the Compensation Committee will take the results of the vote under advisement when making future decisions regarding the Company’s executive compensation program.

•Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation. Generally, our Bylaws provide that approval of any matter presented to our stockholders at a meeting of our stockholders be decided by the vote of the holders of our stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting. However, the outcome of this non-binding advisory vote will be determined by the highest number of votes cast by the holders of shares of our common stock entitled to vote on Proposal 4. The proxy card provides stockholders with four choices (every one year, two years or three years or abstain). Stockholders are not being asked to approve or disapprove of the Board’s recommendation, but rather to indicate their own choice as among the frequency options. The frequency option that receives the highest number of votes cast will be deemed the preferred frequency for future stockholder advisory votes on executive compensation as determined by our stockholders in connection with this advisory vote. Despite the fact that this vote is non-binding, the Board and the Compensation Committee will take the results of the vote under advisement when making future decisions regarding the frequency at which advisory votes to approve executive compensation will be conducted.

Who can vote at the Annual Meeting?

Stockholders as of the close of business on the record date for the Annual Meeting (March 1, 2024) are entitled to vote at the Annual Meeting. At the close of business on the record date, there were outstanding and entitled to vote 23,577,250 shares of our common stock.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on March 1, 2024, your shares of our common stock were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the stockholder of record with respect to those shares.

As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet or by telephone, or if you request paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If at the close of business on March 1, 2024, your shares of our common stock were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares of our common stock held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares of our common stock held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares of our common stock. However, the organization that holds your shares of our common stock is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you request and obtain a valid proxy from the organization that is the record stockholder of your shares of our common stock giving you the right to vote the shares of our common stock at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may:

•vote in person—we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person;

•vote by mail—if you request a paper proxy card, simply complete, sign and date the proxy card, then follow the instructions on the proxy card; or

•vote via the Internet or via telephone—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website or place your telephone call.

Votes submitted via the Internet or by telephone must be received by 5:00 p.m., Central Time, on April 24, 2024. Submitting your proxy, whether via the Internet, by telephone or by mail if you requested a

paper proxy card, will not affect your right to vote at the Annual Meeting if you were a stockholder of record as of the close of business on March 1, 2024, and should you decide to attend the Annual Meeting and vote your shares of our common stock at the Annual Meeting.

If you are not a stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares of our common stock.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual Meeting if you have already voted by proxy.

How do I revoke my proxy?

A stockholder giving a proxy has the power to revoke it at any time before it is voted by providing written notice to the Secretary of the Company, by delivering a later-dated proxy, or by voting in person at the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares of our common stock are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

How is the withholding of authority to vote for a director nominee treated?

Withholding of authority to vote for a director nominee has no effect on the election of directors (Proposal 1).

How are abstentions and broker non-votes treated?

Abstentions (shares of our common stock present at the Annual Meeting and voted “abstain”) are counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting and thus will have the same effect as a negative vote on the ratification of appointment of auditors (Proposal 2) and the compensation paid to the NEOs for 2023 (Proposal 3). Abstentions will have no effect on the frequency of future stockholder advisory votes on executive compensation (Proposal 4).

Broker non-votes occur when shares of our common stock held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is present, and have no effect on the election of directors (Proposal 1), the ratification of appointment of auditors (Proposal 2), the compensation paid to the NEOs for 2023 (Proposal 3) and the frequency of future stockholder advisory votes on executive compensation (Proposal 4). Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares of our common stock will not be authorized to vote on the election of directors (Proposal 1), on the compensation paid to the NEOs for 2023 (Proposal 3) or on the frequency of future stockholder advisory votes on executive compensation (Proposal 4). Ratification of the appointment of auditors (Proposal 2) is considered to be a routine matter and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares of our common stock in your account for Proposal 2, brokers will be permitted to exercise their discretionary authority to vote for the ratification of the appointment of auditors. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares of our common stock should be voted on a particular proposal at the Annual Meeting, your shares of our common stock will be voted in accordance with the recommendations of our Board of Directors stated above.

If you do not vote and you hold your shares of our common stock in street name, and your broker does not have discretionary power to vote your shares of our common stock, your shares may constitute “broker non-votes” (as described above). Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders of record as of the record date for the Annual Meeting. Accordingly, on or about March 15, 2024, the Company will mail a Notice of Internet Availability to the Company’s stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability and www.proxyvote.com. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce cost to the Company associated with the physical printing and mailing of proxy materials.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to use the Internet to:

•View the Company’s proxy materials for the Annual Meeting; and

•Instruct the Company to send future proxy materials to you by email.

The Company’s proxy materials are also available at http://www.investor.lgihomes.com. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone, facsimile or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our common stock. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven members. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board.

Each nominee presented below, if elected, will serve as a director until the next annual meeting of stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. All of the nominees currently serve on the Board. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that any nominee is unable to serve as a director or should otherwise become unavailable, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or the Board may elect to reduce the size of the Board.

Mr. Smith is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. There are no other familial relationships among our directors and executive officers.

Director Nominees

Our Board of Directors believes that it is necessary for each of our directors to possess qualities, attributes and skills that contribute to a diversity of views and perspectives among the directors and enhance the overall effectiveness of the Board. As described under “Corporate Governance - Corporate Governance Matters and Director Independence - Selection and Evaluation of Director Candidates,” our Nominating and Corporate Governance Committee considers all factors it deems relevant when evaluating prospective candidates or current board members for nomination to our Board of Directors, as prescribed in the committee’s charter. All of our directors bring to the Board leadership experience derived from past service. They also all bring a diversity of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provide our Board of Directors, as a whole, with the skills and expertise that reflect the needs of the Company.

Certain individual experiences, qualifications, and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the table and biographies set forth below.

Board Diversity Matrix

In accordance with Nasdaq Listing Rule 5606, the following table shows certain self-identified personal characteristics of our directors as of the dates indicated.


Board Diversity Matrix for LGI Homes, Inc.
As of March 15, 2024 and March 17, 2023
Total Number of Directors	7
Part I: Gender Identity	Female	Male	Non-Binary	Did Not
				Disclose Gender
Directors	2	5	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Directors’ Experience and Skills

Directors’ Biographies


Ryan Edone						Director

Mr. Edone, age 50, has served as a director since November 2014. Mr. Edone is the Chief Financial Officer of Petroleum Wholesale L.P., a distributor of branded and wholesale motor fuel products and operator of retail convenience stores/travel centers across the southwestern United States. Prior to his joining Petroleum Wholesale L.P. in 1999, Mr. Edone was a manager at PricewaterhouseCoopers and a Certified Public Accountant. Mr. Edone is a member of the Board of Directors of Archway Insurance LTD (“Archway”), a captive insurance company. At Archway, Mr. Edone formerly served in roles as the President of the Board and Vice President and Risk Control Chairman of the Board. Mr. Edone is also a member of the ChevronTexaco Petroleum Marketers Association Board. Mr. Edone is the chair of our Audit Committee, and our Board of Directors has determined that Mr. Edone qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Mr. Edone’s experience as an executive with a multi-state retail and wholesale distribution company enables him to provide both financial and operational expertise to the Company. In addition, Mr. Edone brings insurance and risk management expertise that is valuable to support the continued growth of our business.


Eric Lipar						Chief Executive Officer, Director

Mr. Lipar, age 53, is our Chief Executive Officer and serves as Chairman of our Board of Directors. He has served as our Chief Executive Officer since 2009, as a director since June 2013 and as Chairman of the Board since July 2013. Previously, Mr. Lipar served as our President from 2003 until 2009. Mr. Lipar has been in the residential land development business since the mid-1990s and is one of our founders. He has overseen land acquisitions, development and the sale of over 65,000 homes since our inception. Mr. Lipar currently serves on the Residential Neighborhood Development Council for the Urban Land Institute and is a member of the Policy Advisory Board for the Harvard Joint Center for Housing Studies. Through his in-depth work experience, Mr. Lipar has obtained a broad background in all aspects of residential construction, development, financing, sales and marketing. Mr. Lipar is responsible for our overall strategic leadership, working closely with our key executives to establish, implement and direct our long-range goals, strategies and policies.

Mr. Lipar brings extensive leadership, along with industry and operational experience to our Board of Directors. Through his experience, his knowledge of our operations and our markets and his professional

relationships within the homebuilding industry, Mr. Lipar is highly qualified to identify important matters for review and deliberation by our Board of Directors and is instrumental in determining our corporate strategy. In addition, by serving as both the Chairman of the Board and our Chief Executive Officer, Mr. Lipar serves as an invaluable bridge between our management and our Board of Directors and ensures that they act with a common purpose.

Mr. Lipar’s extensive business knowledge, along with his demonstrated leadership capability through the growth of the Company, makes him highly qualified to continue to serve as our Chairman of the Board and our Chief Executive Officer.


Shailee Parikh						Director

Ms. Parikh, age 43, has served as a director since December 2021. Since August 2023, Ms. Parikh has been a Managing Partner of ARK Real Estate, LLC, a real estate investment and management company. From April 2020 to August 2023, Ms. Parikh was the Global Head of Strategy and Solution Development at Aon plc (“Aon”), a leading global professional services firm, where she was responsible for leading strategic planning and solution design for Aon’s Health Solutions business. Ms. Parikh held various leadership positions within Aon, including Senior Vice President, Aon Business Services from 2017 to 2020; Senior Vice President, Global Service Operations, Aon Hewitt from 2016 to 2017; Chief Financial Officer of EMEA, Aon Hewitt from 2015 to 2016; and Chief of Staff to the Chief Executive Officer of Aon from 2012 to 2015. Ms. Parikh is a proven leader, having managed several transformational initiatives that successfully reshaped the business and delivered enhanced operational and financial outcomes. Prior to her roles with Aon, Ms. Parikh served in various finance leadership capacities, including roles with Reunion Bank of Florida from 2010 to 2012, BB&T (formerly Colonial Bank) from 2005 to 2010 and within the Investment Banking Division of Morgan Stanley from 2002 to 2004. Ms. Parikh is a member of our Audit Committee, and our Board of Directors has determined that Ms. Parikh qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Ms. Parikh’s experience as an executive with a global professional services firm and her extensive finance, management, and business strategy expertise make her highly qualified to serve as a member of our Board of Directors and our Audit Committee.


Bryan Sansbury						Director

Mr. Sansbury, age 51, has served as our Lead Independent Director since June 2013. Mr. Sansbury is the Chief Executive Officer, Chairman of the Board of Directors and a founding partner of AEGIS Hedging Solutions, LLC, formerly known as AEGIS Energy Risk, LLC. Prior to September 2017, Mr. Sansbury served as President of Health and Wealth Solutions at Alight Solutions, the former outsourcing business of Aon Hewitt. For over 20 years, Mr. Sansbury held various positions with Aon Hewitt and its affiliates including positions as Chief Operating Officer and Chief Information Officer, President of Emerging Solutions, leader of the Canadian Outsourcing business, and leader of the Pension Outsourcing business in the Southeast region. Mr. Sansbury is a former member of The Woodlands (Texas) Area Economic Development Partnership Board and is a Fellow of the CEO Perspectives program at the Kellogg School of Management at Northwestern University. Mr. Sansbury is a member of our Compensation Committee and our Nominating and Corporate Governance Committee.

Given his extensive business experience, Mr. Sansbury provides our Board of Directors with a unique perspective on business issues impacting the Company as well as corporate governance. His leadership experience in several different capacities also makes him highly qualified to serve as the Lead Independent Director of our Board of Directors and as a member of our Compensation Committee and our Nominating and Corporate Governance Committee.


Maria Sharpe						Director

Ms. Sharpe, age 65, has served as a director since January 2022. Since 2016, Ms. Sharpe has been the Managing Principal of Sharpe Human Solutions, LLC, a human resource consulting and commercial real estate investments company. Prior to 2016, Ms. Sharpe served as Senior Vice President, Global Human Capital

Management, Services & Operations at PepsiCo, Inc., a food and beverage company, since 2014, and was Chief Human Resources Officer, PepsiCo Europe from 2010 to 2014 and Senior Vice President, Compensation, Benefits & Human Resource Systems from 2008 to 2010. From 2004 until 2008, Ms. Sharpe was Chief Human Resources Officer & Corporate Secretary of UST Inc., a tobacco products company, responsible for the company's human resources function and corporate governance matters. Before that, Ms. Sharpe held various senior human resources and legal positions at Pepsico, Inc., including Vice President, Benefits from 2002 to 2004, Vice President, Compensation from 1999 to 2002 and Vice President, Human Resources Counsel from 1995 to 1999. She currently serves as an independent director at Lamb Weston Holdings, Inc., where she is a member of the Nominating and Corporate Governance Committee and serves as chairman of the Compensation and Human Capital Committee. Ms. Sharpe is admitted to practice law in the states of New York, New Jersey and Texas. Ms. Sharpe is the chair of our Compensation Committee.

Ms. Sharpe’s experience as an executive and human resources professional for various global companies as well as on the board of directors and compensation committee of another publicly traded company, as well as her expertise in corporate governance, real estate, and legal matters makes her highly qualified to serve as a member of our Board of Directors and the chair of our Compensation Committee.


Steven Smith						Director

Mr. Smith, age 68, has served as a director since June 2013. Since June 2020, Mr. Smith has been practicing law as a solo practitioner at and is the owner of Steven R. Smith Law, LLC. From 2017 to 2020, Mr. Smith was a shareholder of the law firm of Baker Donelson. During 2003 to 2016, Mr. Smith practiced health law with the law firm of Ober, Kaler, Grimes & Shriver (“Ober Kaler”) and was a shareholder and member of the firm’s Management Committee. Mr. Smith was the Managing Partner of the Washington, D.C. office of Ober Kaler prior to its merger with Baker Donelson in January 2017. He practices exclusively in the health care regulatory, operational and transactional areas where he counsels hospitals, physicians and other clients on a variety of issues including corporate governance, executive compensation and agreements; compliance, from both an operational and legal standpoint; medical staff relationships; and risk and claims management, insurance coverage and fiduciary responsibilities. Prior to joining Ober Kaler, Mr. Smith was Senior Vice-President and General Counsel for a large healthcare system in Maryland for 10 years where he was responsible for all legal matters, as well as various operations aspects, of the healthcare system. Mr. Smith is the uncle of Mr. Lipar, our Chief Executive Officer and Chairman of the Board. Mr. Smith is the chair of our Nominating and Corporate Governance Committee and is a member of our Audit Committee.

With his wealth of knowledge on issues relating to corporate governance, fiduciary responsibility, risk management, and experience providing counsel to boards of directors, Mr. Smith provides us with a unique perspective on issues affecting the Company. This expertise, combined with his leadership experience as a senior executive, enables Mr. Smith to be a valuable member of our Board of Directors, a member of our Audit Committee, and the chair of our Nominating and Corporate Governance Committee.


Robert Vahradian						Director

Mr. Vahradian, age 62, has served as a director since June 2013. Mr. Vahradian is a Partner of GTIS Partners, LP (“GTIS”), a global real estate investment firm managing residential, industrial, office, hotel and mixed-use properties in the U.S. and Brazil. Mr. Vahradian runs the U.S. investment and asset management activities of GTIS, and is a member of the investment committee of GTIS. Mr. Vahradian joined GTIS in 2006 and has been in the real estate industry since 1986. Previously, Mr. Vahradian was President of Allied Partners, a private real estate investment company and was Chief Operating Officer and principal of The Athena Group, LLC, a residential investment and development company based in New York. Prior to joining The Athena Group, LLC, Mr. Vahradian was a Director in Credit Suisse First Boston’s real estate investment banking and principal groups. Mr. Vahradian is a member of our Nominating and Corporate Governance Committee.

Through Mr. Vahradian’s vast experience in real estate, residential land development, homebuilding and single-family rental investments, asset management and finance, he is exceptionally well qualified to serve as a member of our Board of Directors and our Nominating and Corporate Governance Committee and provides our Board of Directors with valuable insight on real estate and finance matters.

Required Vote

The proposal regarding the election of directors requires the approval of a plurality of the votes cast at the Annual Meeting. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors. Withholding of authority to vote for a director nominee has no effect on the election of directors.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young was the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. At the Annual Meeting, our stockholders will be asked to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, or until such firm’s earlier resignation or removal. While stockholder ratification of the appointment of the Company’s independent registered public accounting firm is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. Even if the appointment of Ernst & Young is ratified, our Audit Committee retains the discretion to select and appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

We have been advised that a representative of Ernst & Young will be present at the Annual Meeting to answer appropriate questions and will have an opportunity to make a statement, if desired.

Independent Registered Public Accounting Firm Fees and Services

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Ernst & Young for fiscal years 2023 and 2022.


	2023		2022
Audit Fees(1)	$	1,295,000	$	1,210,000
Audit-Related Fees- aggregate fees for audit-related services	—		—
Tax Fees	—		—
All Other Fees - aggregate fees for all other services	—		—
Total	$	1,295,000	$	1,210,000

(1)Audit Fees include the annual audit and services related to the review of quarterly financial information and the issuance of consents and comfort letters to underwriters and other purchasers of our securities in connection with various securities offerings and filings with the SEC.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

It is our Audit Committee’s policy to pre-approve all audit, audit related and permissible non-audit services rendered to us by our independent registered public accounting firm. Consistent with such policy, all of the fees listed above that we incurred for services rendered by Ernst & Young were pre-approved by our Audit Committee.

The report of Ernst & Young relating to our 2023 and 2022 consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. Moreover, during the fiscal years ended December 31, 2023 and 2022, there were no (i) disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ernst & Young, would have caused either Ernst & Young to make reference to the subject matter of the disagreement(s) in connection with their reports on the consolidated financial statements of LGI Homes, Inc. or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

Report of the Audit Committee

The Audit Committee meets the definition of an audit committee as set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and operates under a written charter adopted by the Board. Each member of the Audit Committee is independent and financially literate in the judgment of the Board and as required by the Sarbanes-Oxley Act and applicable SEC and NASDAQ rules. The Board has also determined that Mr. Edone and Ms. Parikh qualify as “audit committee financial experts,” as defined under SEC regulations.

Management is responsible for our internal controls and the financial reporting process. The Audit Committee is responsible for the appointment, compensation, and oversight of the Company’s independent registered public accounting firm. Ernst & Young, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls in accordance with standards of the Public Company Accounting Oversight Board (the “PCAOB”) and for issuing reports thereon.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023. Further, the Audit Committee has discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, including the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023, the Company’s independent registered public accounting firm’s responsibility under generally accepted auditing standards, significant accounting policies, management’s judgments and accounting estimates, any audit adjustments, related party transactions and other unusual transactions, other information in documents containing audited financial statements and other matters.

Finally, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed the topic of independence with Ernst & Young.

Based on its review and discussion described above, the Audit Committee has recommended to the Board that the audited consolidated financial statements for the fiscal year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.


						Ryan Edone (Chair)
						Shailee Parikh
						Steven Smith

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Required Vote

The affirmative vote of a majority of shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting is required to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting on the ratification of the appointment of Ernst & Young and thus will have the same effect as a negative vote.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

PROPOSAL 3—ADVISORY VOTE ON THE COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS (SAY-ON-PAY VOTE)

LGI seeks a non-binding advisory vote from its stockholders to approve the compensation paid to our NEOs for 2023, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is commonly referred to as the “Say-on-Pay” vote. In accordance with the requirements of the SEC, we are providing our stockholders with an opportunity to express their views on the compensation paid to our NEOs.

The Company’s core compensation philosophy is to utilize a mixture of base salary and annual and longer-term incentives to align executive compensation with our stockholders’ interests and our annual and long-term performance. This includes linking executives’ pay to their performance and the Company’s overall annual and long-term performance.

Our Board and the Compensation Committee are dedicated to ensuring that our executive compensation programs reflect best practices in numerous ways, including by making a portion of compensation performance-based to maximize both short- and long-term stockholder value. The Board believes the Company’s compensation programs are well tailored to align executive officers’ interest with those of our stockholders, retain executive talent, and reward performance. We encourage our stockholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, which describes (i) the processes our Compensation Committee used to determine the structure and amounts of the compensation of our NEOs for 2023 and (ii) how our executive compensation philosophy, policies, and procedures operate and are designed to achieve our compensation objectives. The Compensation Committee and the Board believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our NEOs to dedicate themselves to value creation for our stockholders.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to approve the following resolution regarding the compensation of our NEOs:

RESOLVED, that the stockholders of LGI Homes, Inc. (the “Company”) hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement for the Company’s 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Although this advisory vote is non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our NEOs’ compensation and related executive compensation programs.

At our 2018 annual meeting of stockholders, we conducted a non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation. In light of the results of such advisory vote, our Board of Directors determined that we will hold a non-binding advisory vote on executive compensation every year until we next hold a non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation at the Annual Meeting as required under SEC rules. We expect to hold the next advisory vote on executive compensation at our 2025 annual meeting of stockholders.

Required Vote

The affirmative vote of a majority of shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting is required to approve the compensation of our NEOs for 2023, as described in this Proposal 3. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting on the compensation paid to the NEOs for 2023 and thus will have the same effect as a negative vote.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NEOs FOR 2023.

PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, this Proposal 4 affords our stockholders the opportunity to cast a non-binding advisory vote on how often we should include a proposal regarding the Say-on-Pay vote in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting. As a stockholder, you have the option of voting in favor of holding future stockholder advisory votes on executive compensation every one year, two years or three years, or, alternatively, you may abstain from voting. We currently hold stockholder advisory votes on executive compensation every year.

After considering the arguments for and against the various alternatives, the Board recommends that stockholders vote for annual Say-on-Pay votes instead of the other options being presented. Although we believe our executive compensation program cannot reasonably be judged on the results of a single year, we believe an annual vote provides stockholders with an important vehicle for expressing their views on the effectiveness of our executive compensation program over time. With annual votes, the Compensation Committee will have the benefit of stockholder views on our executive compensation program every year and be able to evaluate changes in those views over time.

Although this advisory vote is non-binding, the Board and the Compensation Committee will take the results of the vote under advisement when making future decisions regarding the frequency at which advisory votes to approve executive compensation will be conducted. Notwithstanding the recommendation of the Board and the results of the vote with respect to this Proposal 4, the Board may decide to conduct future advisory votes on executive compensation on a different basis and may vary its practices based on factors such as input from our stockholders and the adoption of material changes to our executive compensation program.

We expect to hold the next advisory vote on the frequency of future stockholder advisory votes on executive compensation at our 2030 annual meeting of stockholders.

Required Vote

The outcome of this non-binding advisory vote will be determined by the highest number of votes cast by the holders of shares of our common stock entitled to vote on this Proposal 4. The proxy card provides stockholders with four choices (every one year, two years or three years or abstain). Stockholders are not being asked to approve or disapprove of the Board’s recommendation, but rather to indicate their own choice as among the frequency options. The frequency option that receives the highest number of votes cast will be deemed the preferred frequency for future stockholder advisory votes on executive compensation as determined by our stockholders in connection with this advisory vote. Abstentions will have no effect on the outcome of the vote on this proposal.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR “ONE YEAR” AS THE PREFERRED FREQUENCY FOR HOLDING FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION IN PROPOSAL 4.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE MATTERS AND DIRECTOR INDEPENDENCE

Corporate Governance Guidelines

The Board has adopted the LGI Homes, Inc.’s Corporate Governance Guidelines, which describe the Board’s view on a number of governance topics. The Corporate Governance Guidelines, along with the charters of the Board committees and the Company’s Code of Business Conduct and Ethics, provide the framework for the corporate governance of the Company. The significant corporate governance initiatives adopted by the Board are discussed below. Our Corporate Governance Guidelines can be found under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com.

Composition of the Board

Our Board currently consists of seven members. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board. Our directors hold office until their successors have been elected or appointed and qualified, or the earlier of their death, resignation or removal. Vacancies on the Board are filled solely by the affirmative vote of a majority of the remaining directors then in office, and not by our stockholders. Each of our directors is elected annually.

Our Nominating and Corporate Governance Committee oversees the annual assessment of the composition of our Board, including a review of the size of the Board, the skills and qualifications represented on the Board, and a self-assessment of the effectiveness of our Board and its committees and identification of any opportunities for improvement. The findings of the annual review of the Board and its committees are reported to and discussed with the full Board.

Selection and Evaluation of Director Candidates

The Nominating and Corporate Governance Committee is responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executive officers of the Company for the names of potentially qualified candidates or ask directors and executive officers to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Consistent with prior searches, the Nominating and Corporate Governance Committee will endeavor to identify a diverse slate of potential candidates, including diversity in skills, experience, age, tenure, race, ethnicity and gender, among other factors. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director.

The Nominating and Corporate Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) and in recommending candidates for election, the Nominating and Corporate Governance Committee will consider the individual’s experience and characteristics. In addition, the Nominating and Corporate Governance Committee will review the overall composition of the Board to ensure there is an appropriate mix of specific experience, qualifications and skills to promote a diversity of points of view for the effective performance of the Board’s oversight function and representation of stockholders’ interests.

We believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are discussed below.

Key Qualifications and Experiences

•Experience in corporate management, such as serving as an executive officer or other leadership role

for a publicly held company;

•Experience as a director of another publicly held company;

•Real estate industry expertise, including homebuilding, land development, sales, marketing and operations;

•Experience in accounting, finance, capital markets transactions and/or technology;

•Legal, regulatory, human resources and/or risk management expertise; and

•IT and cybersecurity expertise.

Key Characteristics

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

•Strong leadership skills and solid business judgment;

•Commitment to representing the long-term interests of our stockholders; and

•The time required for preparation, participation and attendance at Board meetings and committee meetings, as applicable.

Director candidates recommended by our stockholders will be considered in the same manner as recommendations made by directors, executive officers, outside advisors or search firms. Any stockholder who intends to recommend a candidate to the Nominating and Corporate Governance Committee for consideration as a director nominee should deliver written notice pursuant to Article III, Section 3.1(a) of our Bylaws, to the Secretary of the Company. Any such notice should be delivered by the date required by such section of the Bylaws in order to permit the Nominating and Corporate Governance Committee to complete its review in a timely fashion.

Director Tenure and Retirement Policy

Because of the value the Board places on having directors who are knowledgeable about the Company and its operations, there have been no term limits established for directors. In connection with each director nomination recommendation, the Nominating and Corporate Governance Committee shall consider the issue of continuing director tenure.

Additionally, the Board has determined not to establish a mandatory retirement age for directors. Alternatively, in connection with the director nomination recommendations, the Nominating and Corporate Governance Committee and the Board will review each director’s continuation on the Board upon reaching the age of 73 and each year thereafter.

To ensure that directors may appropriately discharge their responsibilities, the Board has adopted the policy that any director (including a management director) who (i) has a significant change in business affiliation or position of principal employment or (ii) experiences a disabling health condition that, in each case, adversely affects his or her ability to perform the essential functions and responsibilities of a director will be expected to tender his or her resignation promptly to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, taking into consideration the effect of such change in employment on the director’s qualification to serve as one of the Company’s directors.

Election of Directors

In accordance with our Bylaws, the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors.

The Board believes that the plurality voting standard continues to be in the best interests of the Company and our stockholders; however, the Board will periodically re-evaluate the merits of a change to such voting standard.

Director Independence

Our Board is composed of a majority of independent directors in accordance with the NASDAQ listing requirements. All members of our Board, except Mr. Lipar, have been determined by the Board to be independent. In making this determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by the NASDAQ listing requirements. The independent directors are Ryan Edone, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, and Robert Vahradian. Mr. Lipar is not independent because he serves as our Chief Executive Officer.

The Independence Standards included in the NASDAQ listing requirements specify the criteria by which the independence of our directors is determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent registered public accounting firm.

In evaluating and determining the independence of the directors, the Board considered that the Company may have certain relationships with its directors. Specifically, the Board considered that Mr. Smith is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. In addition, the Board considered that the brother of Mr. Smith is employed by the Company in a construction management position but is not an executive officer of the Company. The Board determined that these relationships do not impair Mr. Smith’s independence.

Code of Business Conduct and Ethics

We operate under a written Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon employment with us and annually thereafter, all employees are required to affirm in writing their receipt and review of the Code of Business Conduct and Ethics and their compliance with its provisions. In addition, we maintain policies that prohibit employee and director hedging of Company securities, including shares of our common stock.

The Code of Business Conduct and Ethics can be accessed under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K and NASDAQ rules regarding any amendment to, or waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website.

Stockholder Engagement

Our executive management team actively engages in communications throughout the year with our investors and stockholders of all ownership levels. Generally, these communications involve participating in investor presentations and question and answer sessions at conferences, meeting with investors and stockholders one-on-one and in small groups, and responding to investor and stockholder letters, emails and telephone calls. Management’s discussions with stockholders and the investment community address numerous aspects of our business and matters of importance or concern to our stockholders. Observations, questions or comments from our stockholders are generally shared with the Board, so that the Board can then consider these matters as part of its oversight responsibilities.

Environmental, Social and Governance Matters

We are committed to developing, integrating and managing sustainable practices into every aspect of our business. We believe our environmental, social and governance (“ESG”) practices are instrumental to our long-term success.

We build our homes with the goal of affordable sustainability for our customers. Our homes include modern energy-efficiency features like Low-E vinyl windows, programmable thermostats, LED lights, EnergyStar appliances and plumbing fixtures designed to reduce water waste. In 2023, nearly every home we closed featured Energy Star® appliances and WaterSense® fixtures.

LGI Homes is committed to being a people-focused organization and actively promotes a respectful and dignified workplace. We strive to uphold all applicable laws and regulations in the markets where we conduct business and pursue business relationships with external partners who share our commitment to lawful,

ethical business conduct. We believe our commitments to hiring, training, safety and employee retention form the foundation of our people-focused culture.

As of December 31, 2023, we employed 1,089 people, of whom 89 were located at our corporate headquarters. Of our employees located outside our corporate headquarters, 631 were on-site sales and support personnel, and 369 were involved with acquisition and development, purchasing, and construction. We have built a diverse team of professionals with a wide range of industry experience across our markets. We are dedicated to supporting our employees when times are challenging. None of our employees are covered by collective bargaining agreements, and we have not experienced any strikes or work stoppages. We believe we have good relations with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, training, retaining, incentivizing and integrating our existing and additional employees. We offer our employees a wide array of company-paid benefits which we believe are competitive relative to others in our industry.

We are committed to equal employment and advancement opportunities for all individuals regardless of race, color, religion, gender, gender identity or expression, sex, sexual orientation, national origin, age, disability, genetic information, marital status or status as a covered veteran in accordance with applicable federal, state and local laws. As of December 31, 2023, our workforce at our corporate headquarters was comprised of 60% women and 34% identified as racially or ethnically diverse. As of December 31, 2023, our on-site sales, sales support and construction workforce located outside of our corporate headquarters was comprised of 28% women and 37% identified as racially or ethnically diverse.

We are committed to maintaining a workplace that is respectful to all individuals and we maintain a zero-tolerance policy on discrimination and harassment of any kind. Any conduct that creates an offensive or intimidating environment runs counter to our culture and core values and is strictly prohibited. This policy is expressly described in our Code of Business Conduct and Ethics and our Employee Handbook and includes, but is not limited to, any protected status or characteristic, including race, color, ethnicity or national origin, age, sex, religion, disability, marital status, status as a veteran, genetic information, or any other status or characteristic protected by any federal, state, or local law. Our employees are expected to treat their coworkers, our business partners’ employees and our customers with dignity and respect.

In 2016, we established the LGI Giving initiative as part of our commitment to give back to our communities. We are committed to improving and giving back to the communities we serve. In addition to ongoing charitable giving, once a year we close all of our offices nationwide for our Service Impact Day. During this annual service event, our focus turns away from sales and home closings as we dedicate the entire day to charitable giving and volunteerism. Every LGI employee spends the day contributing to the local community. From constructing fences and cleaning up parks, organizing food at the food bank, and volunteering at children's centers, we are committed to being a positive presence in the communities we build. Since 2016, we have contributed over $3.0 million in corporate, non-profit sponsorships, donated over 30,000 employee service hours and collaborated with over 100 non-profit organizations in an effort to make a meaningful impact in our local communities.

Our ESG practices are regularly monitored and reviewed by our Nominating and Corporate Governance Committee and our Board of Directors. The committee works closely with senior management to establish, manage and monitor ESG policies related to the interests of our employees, customers, trade partners, local communities and investors.

Complaint Procedures for Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC rules, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal control, auditing or financial matters (collectively, “Accounting Matters”) and (ii) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters. The Audit Committee oversees treatment of complaints and concerns in this area. Additional information regarding our procedures for anonymous reporting can be found under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com.

BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHT

Board Leadership Structure

With respect to the roles of the Chairman of our Board and Chief Executive Officer, our Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The Board believes that the combination or separation of these positions should continue to be considered as part of our succession planning process. Currently the roles are combined, with Mr. Lipar serving as our Chief Executive Officer and Chairman of the Board. Mr. Lipar’s extensive business knowledge, along with his demonstrated leadership capability through the growth of the Company, makes him highly qualified to continue to serve as our Chairman of the Board and our Chief Executive Officer.

Lead Independent Director

The Lead Independent Director coordinates the activities of the other non-employee directors and performs such other duties and functions as directed by our Board from time to time. The Lead Independent Director presides over all meetings of the independent directors. The Lead Independent Director has the authority to call meetings of the independent directors. Mr. Sansbury currently serves as our Lead Independent Director.

Role in Risk Oversight

The Board is responsible for overseeing our risk management process, but does not provide day-to-day risk management of the Company, which is the responsibility of our executive management team. The Board oversees the implementation of risk mitigation strategies by management to ensure such strategies focus on both general risk management and management of the Company’s most significant risks. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. In addition, each of the Board committees is responsible for risk management concerning its area of responsibility, consistent with its charter, and such other responsibilities as may be delegated to it by the Board from time to time.

The risk management process established and overseen by the Company’s executive management team includes centralized corporate review of the market, real estate, financial, and other risks associated with transactions and approval of funds disbursed.

Homebuilding Operations

Land and Lots. Our Acquisition Committee, consisting of our Chief Executive Officer, Chief Financial Officer, and Executive Vice President of Acquisitions and Development, is responsible for our allocation of capital and investment decisions for the acquisition and development of land and lots to support our homebuilding operations. New market expansion opportunities are discussed with the Board. We believe this process adequately manages our risks related to our land and lot acquisitions.

Homebuilding. Our philosophy is to build homes efficiently, leveraging our proprietary systems and processes, even-flow/continuous construction methodology, and offering a set number of floor plans in each community with standardized features. Our experienced local management teams serve as the general contractor for the homes we build, with centralized corporate oversight for purchasing, budget variances, scheduling and overall community performance. On a monthly basis, the Board is informed of the monthly home closings by division. At each quarterly meeting, management reviews with the Board, the operating results and home closings by division and market, as well as new markets, new hires, training, and operational issues. We believe this analysis provides the Board with the appropriate information to provide sufficient oversight of our operating risks.

Financing and Liquidity

Our financing and liquidity positions may fluctuate due to changes in the homebuilding industry, our results of operations and home sales demand. The Board oversees financing and liquidity risk by regularly monitoring our financial and liquidity position to ensure we maintain the financial resources needed to fund our homebuilding operations, projected growth, and other financing and operating expenses. At each quarterly

meeting, management reviews information related to the Company’s financial and liquidity position with the Board, which includes projected short- and long-term liquidity needs, availability under our revolving credit facility and other capital sources. We believe these procedures provide adequate risk oversight of financing and liquidity matters affecting the Company.

Financial Reporting, Internal Control and Regulatory Compliance

Audit Committee Risk Oversight. The Audit Committee provides risk oversight with respect to financial reporting, internal control over financial reporting and related regulatory compliance matters. Each quarter, our Audit Committee discusses with our independent registered public accounting firm its review of our interim financial information and, after our fiscal year-end, discusses its audit of our annual consolidated financial statements, including our procedures on internal control over financial reporting. Also, during the fiscal year, our Audit Committee meets in private session (without the presence of management) with our independent registered public accounting firm to discuss any matters related to the audit of our annual consolidated financial statements and our internal control over financial reporting.

Compensation Risk Oversight. The Compensation Committee provides risk oversight with respect to compensation of the Company’s employees, including the NEOs and other key officers. We believe we have established a short- and long-term compensation program that properly incentivizes desired performance and mitigates inappropriate risk-taking.

Succession Planning

The Board is responsible for determining a succession plan for the Chief Executive Officer in the event of an emergency or otherwise. The Nominating and Corporate Governance Committee has been delegated the responsibility to identify and evaluate potential successors, and to report to the Board from time to time on its activities.

BOARD AND COMMITTEE MEETINGS

Board Meetings

During 2023, our Board met five times, including telephonic meetings, and acted once by unanimous consent. In 2023, all directors attended 100% of the meetings of the Board and the committees on which they served. Our Corporate Governance Guidelines state that Board members are invited and generally expected to attend our annual meeting of stockholders. All of our directors attended the 2023 annual meeting of stockholders.

Board Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees reports to the Board as it deems appropriate and as the Board may request. The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific issues. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this Proxy Statement.

The table below sets forth the membership of the Board and its standing committees as of the date of this Proxy Statement and the number of meetings held during 2023.

Director Name

Board of Directors

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Ryan Edone*

Chair

Eric Lipar**

Chair

Shailee Parikh*

Bryan Sansbury***

Maria Sharpe

Chair(1)

Steven Smith

Chair

Robert Vahradian

Number of 2023 meetings

* Financial Expert ** Non-independent Director *** Lead Independent Director

(1) Ms. Sharpe became the Chair of the Compensation Committee effective July 1, 2023.

The independent directors meet in regularly scheduled executive sessions without management. Mr. Sansbury, as the Lead Independent Director, presides over all executive sessions at which he is present.

Agendas and topics for Board and committee meetings are developed through discussions among management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance, risk and compliance matters applicable to us.

Audit Committee

Our Audit Committee consists of Mr. Edone, who serves as chair of the committee, Ms. Parikh and Mr. Smith. The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NASDAQ listing standards and applicable federal law, including Rule 10A-3 promulgated under the Exchange Act. In addition, the Board has determined that each current member of the Audit Committee meets the NASDAQ listing standards and that both Mr. Edone and Ms. Parikh qualify as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The duties and responsibilities of the Audit Committee are set forth in its Charter. The Audit Committee’s primary purposes are to:

•assist the Board in fulfilling its oversight responsibilities relating to the:

◦integrity of the Company’s financial statements;

◦Company’s compliance with legal and regulatory requirements;

◦qualifications and independence of the Company’s independent registered public accounting firm;

◦performance of the Company’s independent registered public accounting firm; and

◦review and approval of related-person transactions; and

•prepare an Audit Committee report to be included in the Company’s annual proxy statement.

Further discussion regarding the Audit Committee’s processes and procedures regarding the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023 and other matters are discussed in the Audit Committee Report in this Proxy Statement. During 2023, all of the Audit Committee’s meetings were attended by representatives of Ernst & Young, our independent registered public accounting firm.

Compensation Committee

Our Compensation Committee consists of Ms. Sharpe, who serves as chair of the committee, and Mr. Sansbury. Each of the members of our Compensation Committee is an independent director under the NASDAQ listing standards, qualifies as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee Charter has been posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The Charter provides that the Compensation Committee shall assist the Board in discharging its responsibility to our stockholders with respect to the following:

•establishing the Company’s compensation programs and compensation of the Company’s executive officers;

•monitoring incentive and equity-based compensation plans;

•reviewing and approving director compensation; and

•monitoring director and executive officer compliance with the stock ownership guidelines.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Smith, who serves as chair of the committee, Mr. Sansbury and Mr. Vahradian. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the NASDAQ listing standards.

The Nominating and Corporate Governance Committee Charter has been posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The Nominating and Corporate Governance Committee’s primary purpose is to provide assistance to the Board in fulfilling its responsibility to our stockholders by:

•identifying individuals qualified to become directors consistent with criteria approved by the Board and recommending to the Board the qualified candidates for directorships to be filled by the Board or by our stockholders;

•overseeing the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently;

•developing and recommending to the Board a set of corporate governance guidelines and principles;

•overseeing the evaluation of the Board and its committees; and

•reviewing the disclosure regarding corporate governance and the operation of the committee included in our proxy statements.

NON-EMPLOYEE DIRECTOR COMPENSATION

The Compensation Committee is responsible for evaluating and approving compensation for our non-employee directors. Our non-employee directors received compensation for 2023 director services, which included the following:

•$75,000 annual cash retainer, payable quarterly;

•Additional annual cash retainer payable quarterly:

◦$25,000 for the Lead Independent Director;

◦$20,000 for the Audit Committee Chair and Compensation Committee Chair;

◦$15,000 for the Nominating and Corporate Governance Committee Chair;

•$155,000 grant of restricted stock units (“RSUs”); and

•reimbursement for reasonable out-of-pocket expenses incurred for travel in connection with attendance in-person at Board or committee meetings.

The number of the RSUs granted is determined based on the grant award amount and the closing stock price of our common stock on the date of grant, rounded up to the next whole share as no fractional shares are issued, with one-year cliff vesting. The RSUs granted to non-employee directors for director services for 2024 were awarded on December 15, 2023.

The following table contains information with respect to 2023 compensation awarded to or earned by our non-employee directors. Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board, received no additional compensation for serving on the Board, and his 2023 compensation is disclosed under “Executive Compensation” below.


Name	Fees Earned or Paid in Cash		Stock Awards (1)(2)(3)		All Other Compensation		Total
Ryan Edone	$	95,000	$	155,067	$	—	$	250,067
Shailee Parikh	$	75,000	$	155,067	$	—	$	230,067
Bryan Sansbury	$	110,000	$	155,067	$	—	$	265,067
Maria Sharpe	$	85,000	$	155,067	$	—	$	240,067
Steven Smith	$	90,000	$	155,067	$	—	$	245,067
Robert Vahradian	$	75,000	$	155,067	$	—	$	230,067

(1)The amounts shown reflect the grant date fair value of RSUs granted in 2023 for director services for 2024, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2023 Annual Report, regarding assumptions underlying valuations of equity awards.

(2)On December 15, 2022, each non-employee director was granted 1,490 RSUs, valued at approximately $155,000 on the date of grant, for director services for 2023. On December 15, 2023, each non-employee director was granted 1,221 RSUs, valued at approximately $155,000 on the date of grant, for director services for 2024. The grants are subject to cliff vesting and become fully vested upon the earlier of (i) the first anniversary of the grant date, (ii) the director’s disability; (iii) the director’s death; or (vi) immediately prior to the closing of a change in control of the Company, as defined in the Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan”).

(3)As of December 31, 2023, Messrs. Edone, Sansbury, Smith, and Vahradian and Mses. Parikh and Sharpe each had 1,221 unvested RSUs.

STOCK OWNERSHIP POLICY FOR NON-EMPLOYEE DIRECTORS

In order to evidence the financial alignment of the Company’s directors with the interest of the Company’s stockholders, the Board has established a stock ownership policy for non-employee directors. Under these guidelines, each director is required to own shares of our common stock that have a fair market value (determined as of each annual meeting of the Company’s stockholders) equal to five times (5x) the annual cash retainer paid to the applicable independent director, and each director shall have five (5) years from his or her initial appointment or election to the Board within which to satisfy the foregoing stock ownership policy. The annual cash retainer amount as of December 31, 2023 is $75,000, which results in a director share ownership requirement of approximately 3,235 shares of our common stock determined as of December 31, 2023, based on average of the monthly closing stock prices of $115.92, for the preceding calendar year. As of December 31, 2023, each non-employee director was in compliance with the policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee. None of the members of our Compensation Committee is, or has ever been, an officer or employee of the Company.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Family Relationships

Mr. Steven Smith, one of our directors, is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. Mr. Eric Lipar and Mr. Jack Lipar, our Executive Vice President of Acquisitions, are cousins. There are no other familial relationships among our executive officers and directors.

Mr. Greg Smith, who is Mr. Eric Lipar’s uncle and Mr. Steven Smith’s brother, joined the Company with extensive homebuilding experience in June 2016 and is currently an employee in a construction management role for one of the Company’s business areas. Mr. Greg Smith’s compensation for 2023 exceeded $120,000 and is expected to exceed that amount for 2024. The Audit Committee, with Mr. Steven Smith abstaining, has approved Mr. Greg Smith’s 2023 compensation as well as his anticipated 2024 compensation.

Review and Approval of Transactions with Related Persons

The Board has adopted a Related Party Transactions Policy, which requires that each director and executive officer promptly advise the chairman of the Audit Committee of any Related Person Transaction, as defined therein, of which he or she becomes aware in which the Company is to be a participant, the amount involved exceeds $120,000 and the applicable Related Person had or will have a direct or indirect material interest, and all material facts with respect thereto. The Related Party Transactions Policy defines “Related Person” as (i) an executive officer or director of the Company or a nominee for director of the Company, (ii) a beneficial owner of more than 5% of any class of voting securities of the Company or (iii) an Immediate Family Member (as defined in the policy) of any person identified in clauses (i) or (ii). The Audit Committee (or, if determined by the Audit Committee as advisable, the disinterested members of the Board) shall then consider such Related Person Transaction for approval or ratification.

In considering whether to approve or ratify any Related Person Transaction, the Audit Committee or the disinterested members of the Board, as the case may be, shall consider all factors that are relevant to the Related Person Transaction, including, without limitation, the following:

•the size of the transaction and the amount payable to a Related Person;

•the nature of the interest of the Related Person in the transaction;

•whether the transaction may involve a conflict of interest; and

•whether the transaction involves the purchase or sale of assets or the provision of goods or services to the Company and if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

The policy supplements the conflict of interest provisions in our Code of Business Conduct and Ethics.

Related Party Transactions

Land Purchases from Affiliates

We did not enter into or complete any related party transactions during the years ended December 31, 2023 and 2022.

For the year ended December 31, 2021, we completed a land purchase contract to purchase a total of 110 finished lots in Pasco County, Florida, from an affiliate of one of our directors, Mr. Vahradian, for a total base purchase price of approximately $4.0 million.

For the year ended December 31, 2021, we completed a land purchase contract to purchase a total of 25 finished lots in Burnet County, Texas, from an affiliate of a family member of our chief executive officer for a total base purchase price of approximately $2.5 million.

Participation in Captive Group Insurance Program

In 2016, the Company placed its worker’s compensation and auto insurance policies with Archway, a captive insurance company with more than 250 members. Mr. Edone is a member of the Board of Directors of

Archway and was the President of the Archway Board of Directors from September 2016 to September 2018. Scott Garber, the Company’s General Counsel and Corporate Secretary, is also a member of the Board of Directors and of the Executive Committee of Archway. As of December 31, 2023, the Company has approximately $36,000 in Archway stock and $672,625 in security collateral. During 2023, the Company paid approximately $649,917 representing premium and expenses for the policy year ended February 28, 2024.

CONTACTING THE BOARD

Any stockholder or any other interested party who wishes to communicate directly with (i) our Board, (ii) the non-management directors as a group or (iii) the Lead Independent Director, may do so by corresponding with the Lead Independent Director at the following address: Lead Independent Director, LGI Homes, Inc., 1450 Lake Robbins Drive, Suite 430, The Woodlands, Texas 77380, Attn: Corporate Secretary. The Company will forward any such communication to the intended recipients, unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal or similarly inappropriate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of March 1, 2024, by (i) each of our directors and executive officers, individually and as a group, and (ii) each person known to our management to be the beneficial owner of more than 5% of the outstanding shares of our common stock.


	Shares Beneficially
Name and Address of Beneficial Owner (1)	Owned	Percent
5% Stockholders:
BlackRock, Inc. (2)	3,377,590	14.3	%
The Vanguard Group(3)	2,200,611	9.3	%
FMR LLC (4)	1,800,907	7.6	%
Dimensional Fund Advisors LP (5)	1,443,055	6.1	%
Wasatch Advisors LP (6)	1,328,778	5.6	%
Directors and Executive Officers(7):
Eric Lipar (8)	2,319,728	9.8	%
Michael Snider (9)	204,522	*
Charles Merdian (10)	149,571	*
Scott Garber (11)	12,578	*
Bryan Sansbury (12)	109,996	*
Ryan Edone (13)	37,168	*
Shailee Parikh	2,795	*
Maria Sharpe	3,795	*
Steven Smith	20,763	*
Robert Vahradian	21,899	*
All executive officers and directors as a group
(10 persons)	2,882,815	12.2	%

*Represents less than 1% of the number of shares of our common stock outstanding.

(1)Beneficial ownership is determined in accordance with SEC rules. The percentage of shares beneficially owned is based on 23,577,250 shares of our common stock outstanding as of March 1, 2024.

(2)Based solely on Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”) reflecting beneficial ownership as of December 31, 2023. BlackRock reported sole voting power for 3,333,047 shares of our common stock and sole dispositive power for 3,377,590 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of BlackRock’s principal business office is 50 Hudson Yards, New York, New York 10001.

(3)Based solely on Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”) reflecting beneficial ownership as of December 29, 2023. Vanguard reported shared voting power for 15,504 shares of our common stock, sole dispositive power for 2,163,525 shares of our common stock and shared dispositive power for 37,086 shares of our common stock. The address of Vanguard’s principal business office is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(4)Based solely on Schedule 13G/A filed with the SEC on February 9, 2024 by FMR LLC (“FMR”) reflecting beneficial ownership as of December 29, 2023. FMR reported sole voting power for 1,773,424 shares of our common stock and sole dispositive power for 1,800,907 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of FMR’s principal business office is 245 Summer Street, Boston, Massachusetts 02210.

(5)Based solely on Schedule 13G filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”) reflecting beneficial ownership as of December 29, 2023. Dimensional reported sole voting power

for 1,422,311 shares of our common stock and sole dispositive power for 1,443,055 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of Dimensional’s principal business office is 6300 Bee Cave Road, Building One, Austin, Texas 78746.

(6)Based solely on Schedule 13G/A filed with the SEC on February 9, 2024 by Wasatch Advisors, Inc. for Wasatch Advisors LP (“Wasatch”) reflecting beneficial ownership as of December 31, 2023. Wasatch reported sole voting power for 1,328,778 shares of our common stock and sole dispositive power for 1,328,778 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of Wasatch’s principal business office is 505 Wakara Way, Salt Lake City, Utah 84108.

(7)The RSUs and performance-based restricted stock units (“PSUs”) held by the directors and executive officers that are outstanding and vest within 60 days of March 1, 2024 are deemed outstanding for the purposes of computing the percentage of shares of our common stock owned by such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of shares of our common stock owned by any other person or group.

(8)Includes 1,663,007 shares held by EDSS Holdings, LP, whose general partner is an entity wholly-owned by Mr. Eric Lipar; 23,244 shares and 175 shares held by LGI Fund II GP, LLC and LGI Fund III GP, LLC, respectively, whose sole owner is Mr. Lipar; and 4,582 shares and 17,157 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2024, within 60 days of March 1, 2024. Also includes 17,326 shares owned by Mr. Eric Lipar’s spouse. Mr. Lipar has pledged 594,336 shares of our common stock in connection with a line of credit with a financial institution which had approximately $4,525,104 outstanding as of March 1, 2024.

(9)Includes 1,685 shares and 6,308 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2024, within 60 days of March 1, 2024. Also includes 4,227 shares owned by Mr. Snider’s spouse. Does not include shares of our common stock to be acquired in connection with the ESPP (defined below) quarterly purchase period ending March 31, 2024.

(10)Includes 1,341 shares and 5,020 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2024, within 60 days of March 1, 2024. Does not include shares of our common stock to be acquired in connection with the ESPP quarterly purchase period ending March 31, 2024.

(11)Includes 511 shares and 1,913 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2024, within 60 days of March 1, 2024. Does not include shares of our common stock to be acquired in connection with the ESPP quarterly purchase period ending March 31, 2024.

(12)Includes 600 shares of our common stock owned by trusts on behalf of Mr. Sansbury’s children.

(13)Includes 1,400 shares of our common stock owned by trusts on behalf of Mr. Edone’s children. Also includes 7,500 shares of our common stock owned by the James Larry Cook Children’s Trust, of which Mr. Edone disclaims beneficial ownership.

ANTI-HEDGING AND INSIDER TRADING POLICY

Our Insider Trading Policy prohibits our directors, officers and employees from purchasing or selling the Company’s securities while in possession of material, nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. Our directors, officers, and employees may not use any strategies or products (such as derivative securities or short-selling techniques) to hedge against the potential decrease of any of our securities or enter into any form of hedging or monetization transaction involving any of our securities. Securities are defined in our Insider Trading Policy to include shares of our common stock, performance-based stock units, restricted stock units, debt securities, and any other type of securities or equity interests that the Company may issue. However, under our Insider Trading Policy, our directors, officers and employees can pledge shares of our common stock as collateral for a loan if the director, officer or employee obtains pre-clearance from the designated compliance officer.

EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth the information as of December 31, 2023 for our equity compensation plans approved by our stockholders:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Amended and Restated 2013 Equity Incentive Plan	312,265	$	—	956,390
Employee Stock Purchase Plan	—	$	—	106,715

A total of 2,680,172 shares of our common stock have been reserved for issuance under the 2013 Incentive Plan. The 2013 Incentive Plan was approved by the Company’s stockholders at the Company’s 2017 Annual Meeting of Stockholders in May 2017. There were 133,359 RSUs outstanding at December 31, 2023, issued at a $0.00 exercise price. At December 31, 2023, there were 178,906 target PSUs outstanding that have been granted to certain members of management at a $0.00 exercise price. The number of shares of our common stock underlying the PSUs that will be issued to the recipient may range from 0% to 200% of the base award depending on actual performance metrics as compared to the target performance metrics. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2023 Annual Report for a description of the 2013 Incentive Plan.

A total of 500,000 shares of our common stock have been reserved for issuance under the LGI Homes, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for employees to make quarterly elections for payroll withholdings to purchase shares of our common stock at a 15% discount from the closing price on the purchase date, which is the last business day of each calendar quarter. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2023 Annual Report for a description of the ESPP.

The executive officers, vice presidents, directors and certain other personnel are eligible to receive annual bonuses and equity compensation under the 2013 Incentive Plan and the Company’s Annual Bonus Plan. RSU grants to our employees generally provide for three-year cliff vesting, aligned with our commitment to building employee loyalty and long-term value for our stockholders. Our construction personnel are eligible to receive bonuses and our sales personnel are eligible to receive commission and bonuses based on achieving pre-established home closing volumes. Our non-sales employees are also eligible to receive an annual bonus based on loyalty and if the Company or their location achieves pre-established home closing volumes.

EXECUTIVE OFFICERS

Set forth below is information regarding the Company’s current executive officers who are not also directors. Information concerning Eric Lipar, our Chief Executive Officer and Chairman of the Board, may be found above in the section entitled “Proposal 1—Election of Directors.”

Name

Age

Position

Eric Lipar

Chief Executive Officer and Chairman of the Board

Michael Snider

President and Chief Operating Officer

Charles Merdian

Chief Financial Officer and Treasurer

Scott Garber

General Counsel and Corporate Secretary

Michael Snider. Mr. Snider has served as our President since 2009 and our Chief Operating Officer since July 2013. He oversees all aspects of our sales, construction, and product development. Prior to serving as our President, Mr. Snider was Executive Vice President of Homebuilding (2005-2009) and in the role of Homebuilding Manager (2004). Before joining the Company in 2004, Mr. Snider was a Project Manager for Tadian Homes, a homebuilder based in Troy, Michigan.

Charles Merdian. Mr. Merdian has served as our Chief Financial Officer and Treasurer since 2013 and served as our Secretary from 2013 to 2016. Prior to becoming our Chief Financial Officer in 2010, Mr. Merdian was our Controller from 2004 through 2010. Prior to joining us in 2004, Mr. Merdian served as Accounting and Finance Manager for The Woodlands Operating Company where he specialized in accounting and financial analysis of real estate ventures, focusing primarily on residential and commercial developments. Prior to The Woodlands Operating Company, Mr. Merdian served as an accounting manager working at the Williamson-Dickie Manufacturing Co. and as a senior auditor for Coopers & Lybrand, LLP. Mr. Merdian has worked in residential real estate and homebuilding finance since 1998. Mr. Merdian is a Certified Public Accountant and is a member of the Texas Society of Certified Public Accountants. Mr. Merdian also serves on the Montgomery County Habitat for Humanity Board of Directors.

Scott Garber. Mr. Garber has served as our General Counsel and Corporate Secretary since April 2018. His responsibilities include all company legal matters, as well as corporate governance and risk management. Prior to joining the Company, Mr. Garber served as Assistant General Counsel at Chevron Phillips Chemical Company (CPChem) from March 2012 to April 2018, where he was responsible for major company transactions (both domestic and international), corporate governance of its Qatar-based joint ventures, and management of commercial legal matters for various company product lines and divisions. Prior to joining CPChem, Mr. Garber served as Associate General Counsel for United Airlines (formerly Continental Airlines), then the world’s largest airline, where he was responsible for the company’s litigation, antitrust and intellectual property matters. Mr. Garber previously worked at Howrey Simon Arnold & White, a major international law firm, where he specialized in all aspects of intellectual property law. Mr. Garber is a member of the State Bar of Texas and is also admitted to practice before the U.S. Patent & Trademark Office. Mr. Garber is also a member of the Board of Directors and of the Executive Committee of Archway Insurance, Ltd, a captive insurance company.

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation program and describe the material components of our executive compensation program for our 2023 NEOs, whose compensation is set forth in the Summary Executive Compensation Table and other compensation tables contained in this Proxy Statement. Our 2023 NEOs were:

•Eric Lipar, Chief Executive Officer and Chairman of the Board

•Michael Snider, President and Chief Operating Officer

•Charles Merdian, Chief Financial Officer and Treasurer

•Scott Garber, General Counsel and Corporate Secretary

EXECUTIVE SUMMARY

Due to our culture, customer-centric sales and marketing system, and our systems and processes, we are one of America’s largest home builders and land developers. We provide move-in-ready homes to primarily entry-level homebuyers and have expanded our footprint from 25 active communities in four states as of our initial public offering in November 2013 to 117 active communities in 21 states as of December 31, 2023. Our long-term success depends on our ability to attract, engage, incentivize and retain highly talented individuals who are committed to our systems-based strategy.

Our executive compensation program links the pay of each NEO to such NEO’s performance and advancement of LGI’s overall annual and long-term performance and business strategies.

Other objectives of our executive compensation program include aligning the interests of our NEOs with those of our stockholders and encouraging high-performing NEOs to remain with LGI over the course of their careers. We believe that LGI’s executive compensation program is effectively attracting executive talent, as well as rewarding performance and promoting retention. We also believe that the amount of compensation paid to each NEO reflects the depth of their experience, quality of their performance and level of service to LGI and our stockholders.

2023 Business Highlights

As discussed further in our 2023 Annual Report, we continued to execute on our business model during 2023, resulting in increased growth in our existing markets, geographically diversifying our revenue base, adding additional price points and wholesale closings in certain markets, and executing on our land acquisition and development strategy.

We continued to achieve strong operating results generating more than 11% pre-tax net income as a percentage of revenues in 2023. Revenues increased in 2023 due to increases in homes closed and average home sales price. We maintained our near industry leading gross margins while expanding geographically. These results also reflect our wholesale business during 2023 generating over 650 home closings for the year. Although the gross margin for our wholesale closings are slightly lower than our retail sales, operating margins are similar to our retail sales.

The table below presents our results for each of the three years ended December 31, 2023, 2022 and 2021.


	As of and for the Year Ended December 31,
Key Results	2023	2022	2021
	(dollars in thousands, except per share data)
Homes Closed	6,729	6,621	10,442
Revenues	$2,358,580	$2,304,455	$3,050,149
Gross Margin as a % of Revenues	23.0%	28.1%	26.8%
Adjusted Gross Margin as a % of Revenues (1)	24.7%	29.2%	28.2%
Pre-Tax Net Income	$261,754	$418,116	$542,775
Pre-Tax Net Income as % of Revenues	11.1%	18.1%	17.8%
SG&A Expense as % of Revenues	13.1%	11.1%	8.9%
Stockholders’ Equity	$1,856,031	$1,642,412	$1,395,848
Basic Earnings per Share (2)	$8.48	$13.90	$17.46
Diluted Earnings per Share (2)	$8.42	$13.76	$17.25
Common Stock Price	$133.16	$92.60	$154.48

(1)Adjusted gross margin, EBITDA and Adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. Please see “Non-GAAP Measures - Adjusted Gross Margin” and “Non-GAAP Measures - EBITDA and Adjusted EBITDA” included as ANNEX A to this Proxy Statement for a reconciliation of (a) adjusted gross margin to gross margin and (b) EBITDA and adjusted EBITDA to net income, which are the GAAP financial measures that our management believes to be most directly comparable.

(2)See Note 8, “Equity” to our consolidated financial statements included in our 2023 Annual Report for calculation of earnings per share.

To support our continued growth, we have diversified our lot position while maintaining our underwriting standards. We continually evaluate our lot position to ensure we can replace closed communities, expand our market share in current markets and support our geographic and price point expansion initiatives to sustain our growth.

OUR EXECUTIVE COMPENSATION PRACTICES

Below we have highlighted certain executive compensation practices applicable to our NEOs that have been implemented to drive performance, and certain practices we have not implemented because we do not believe that they would serve our stockholders’ long-term interests.


What We Do
			Pay for Performance - We align annual and long-term incentive opportunities with our annual operating plan, three-year strategic plan, and stockholder interests.
			Mitigate Undue Risk - We utilize a mix of elements with multiple performance targets, cap potential payments, provide for statutory clawbacks, generally provide a three-year vesting period for restricted stock awards, and conduct an annual compensation risk assessment analysis each year to validate our belief that our compensation programs will not have a material adverse effect on the Company.
			Align Total Compensation with the Median of Similarly- Sized Companies - We position the target total direct compensation levels for our NEOs within the range of the median for the general industry.
			Evaluate Total Compensation - We utilize tally sheets to evaluate our NEOs’ total compensation program, including short-term incentives and long-term compensation opportunity and to evaluate alignment with our NEO retention objectives.
			Independent Compensation Consulting Firm - The Compensation Committee retains an independent compensation consulting firm to provide advisory services.
			Reasonable Change in Control Provisions for Equity Awards - We believe we have reasonable change in control provisions that generally apply to directors and executive officers in the same manner as the applicable broader employee population and we do not provide for separate cash severance payments (other than for the CEO) if an executive is terminated following a change in control.
			Stock Ownership Guidelines - We have adopted stock ownership guidelines for our directors and executive officers.
			Clawback Policy - We have adopted a clawback policy for incentive compensation paid to current and former executive officers, consistent with the final rules promulgated by the SEC and NASDAQ listing standards.
			Modest Perquisites - Perquisites are modest and limited to those that have sound benefit to the Company’s business and generally offered to all salaried employees.
			Regular Review of Share Utilization - We evaluate share utilization by reviewing overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total shares outstanding).
What We Don’t Do
			No Hedging. Our Insider Trading Policy prohibits directors, officers and employees from using strategies or products (such as derivative securities or short-selling techniques) to hedge against the potential decrease of any of our securities, including shares of common stock and equity awards.
			No employment contracts or guaranteed severance for NEOs other than our CEO
			No tax gross-ups
			No share recycling, stock option reloading or evergreen provisions in our equity plan
			No repricing of underwater stock options
			No loans
			No defined benefit pension plan

How Pay is Tied to Performance

Our executive compensation program directly links the majority of executive compensation opportunity to our financial performance through annual and long-term incentives. The Target Compensation Mix charts below describe each of the compensation elements for the CEO and other NEOs for 2023 as a percentage of total target direct compensation.

Target Compensation Mix

The elements of the NEO compensation program have remained relatively consistent year to year, with target compensation allocated between fixed and variable, cash and non-cash and short-term or long-term components. The Target Compensation Mix charts above include 2023 base salary and award opportunities related to annual and long-term incentive compensation, granted in or with respect to fiscal 2023 and valued at target levels, and do not include any amounts paid with respect to prior years’ incentive award grants.

The value of our RSUs and PSUs is directly linked to LGI’s stock performance; the settlement value of the PSUs is dependent on our basic earnings per share (“EPS”) for the three-year performance period as discussed under “What We Paid and Why - Compensation for NEOs - 2023 LTI Program”. Including the annual incentive cash bonus which is dependent on our home closings and financial performance for 2023, these three performance-linked components constitute approximately 85% and 71%, of the total target direct compensation of our CEO and our three other NEOs (on average), respectively.

Philosophy of Our Executive Compensation Program

Our executive compensation program directly links a substantial portion of annual executive compensation to our performance. These plans are designed to deliver highly competitive compensation for superior company performance. Likewise, when company performance falls short of expectations, these variable incentive programs deliver lower levels of compensation. However, the Compensation Committee endeavors to balance pay for performance objectives with retention considerations so that, even during a temporary downturn in the economy and the homebuilding industry, the program continues to ensure that qualified, successful, performance-driven employees stay committed to increasing our long-term value. Furthermore, to attract and retain highly skilled management, our executive compensation program must remain competitive with those of comparable employers who compete with us for talent.

Core Principles

We use the following key principles as the framework for our executive compensation philosophy to attract, develop and retain business leaders to drive financial and strategic growth and build long-term stockholder value:

•Pay for Performance: Provide base salaries that reflect each NEO’s background, experience, and performance, combined with variable incentive compensation that rewards executives when superior performance is achieved, while subpar performance results in compensation below that of market benchmarks;

•Competitiveness and Retention: Provide competitive pay opportunities that attract and retain the highest quality professionals and reward loyalty;

•Accountability for Short- and Long-term Performance: Strike an appropriate balance between achieving both short-term and long-term business objectives through compensation awards; and

•Alignment of Stockholders’ Interests: Link the interests of our executive officers with those of our stockholders through significant equity-based compensation.

Components and Objectives of Our Compensation Program

The Compensation Committee has built our executive compensation program upon a framework that includes the components and objectives listed below. The Compensation Committee routinely reviews each component of the executive compensation program to see how it affects target total pay levels and considers pay ranges for similar executive positions among the median of similarly-sized companies.


	Component	Objective of Element	Description
Annual Cash Compensation	Base Salary	To provide an appropriate base salary mitigating inappropriate risk-taking by providing a fixed and certain level of income, paid bi-weekly.	Base salaries are set at market competitive levels, subject to adjustment for a number of other factors such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position.
	Annual Cash Bonus - Short-term Incentive (“STI”) Compensation	To incentivize and reward performance on key metrics that support the Company’s annual operating plan. Promote Pay for Performance in a competitive way. Generally comparable to incentive ranges among the median of similarly-sized companies based upon achieving specified performance goals.	Designed to offer opportunities for cash compensation directly tied to Company performance relative to established performance targets that the Compensation Committee ultimately believes create stockholder value. Annual cash bonus payouts may range from 0% to 200% of the target bonus, based on performance relative to the designated targets. (See “What We Paid and Why - Compensation for NEOs” below.) We pay the annual cash bonus during the first quarter for performance during the prior fiscal year.


	Component	Objective of Element	Description
Long-term Incentive (“LTI”) Compensation	Performance-based Restricted Stock Units (PSUs)	To strengthen alignment with stockholders’ interests, 80% of the LTI is performance-based.	The compensation opportunity under the PSUs has a performance period of three years based on the Company’s cumulative basic earnings per share (“Basic EPS”) over that period compared to the pre-established targets. The PSU payout may range from 0% to 200% of the target amount based on actual results as compared to the target and absolute total stockholder return over the performance period. (See “What We Paid and Why - Compensation for NEOs - 2023 LTI Program” below for a description of the PSU program.)
	Restricted Stock Units (RSUs)	To encourage retention of the management team. Focus executives on multi-year activities that increase stockholder value.	This component was first added in 2016 to provide an additional fixed level of long-term compensation to balance out the incentive-based compensation. The RSUs vest on the third anniversary of the grant date.
Retirement and other Perquisites		To provide competitive benefits to protect the employees and their covered dependents’ health and welfare, to facilitate strong performance on the job, and enhance productivity.	Executive officers, including NEOs, are eligible to participate in the same benefit programs that are offered to other salaried employees, including the 401k Plan match, participating in the ESPP, auto allowances for positions requiring frequent travel, short-term and long-term disability coverage, and participation in health and welfare plans. Other limited perquisites are provided to the NEOs; see the Summary Executive Compensation Table below.

How Executive Pay is Established

The Compensation Committee, in consultation with management and the Compensation Committee’s independent compensation consultant, endeavors to align our executive compensation program with our pay for performance philosophy to enhance stockholder value. Since the Company’s initial public offering in November 2013, the Compensation Committee has engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. In 2023, the Compensation Committee evaluated the independence of Meridian and concluded that Meridian was qualified to serve as an independent consultant to the Compensation Committee. In developing our pay for performance policies, Meridian assists the Compensation Committee with benchmarking elements of executive pay against external benchmarks, as discussed below.

Stockholder Advisory Votes on Executive Compensation

In approving the 2023 compensation of the NEOs, the Compensation Committee considered the results of the Say-on-Pay vote held at our 2022 annual meeting of stockholders, which received the support of over 95% of the shares of common stock that voted on the proposal (excluding broker non-votes). The Compensation Committee did not change its executive compensation approach based on the vote. The Board and the Compensation Committee will continue to consider the results of the Company’s Say-on-Pay votes when making future decisions regarding our NEOs’ compensation and related executive compensation programs.

At our 2018 annual meeting of stockholders, we conducted an advisory vote on the frequency of future Say-on-Pay votes, and a majority of the shares of common stock that were voted in favor of one of the three available frequency options (excluding abstentions and broker non-votes) voted in favor of holding future Say-on-Pay votes every year. In light of the results of the vote, the Board determined that we will hold future Say-on-Pay votes every year until we next hold an advisory vote on the frequency of future Say-on-Pay votes at the Annual Meeting as required under SEC rules.

Compensation Committee Oversight

The Compensation Committee, which is comprised entirely of independent directors, is responsible for overseeing our executive compensation program. The Compensation Committee determines and approves all compensation and payment levels for the CEO and our other senior officers, including the other NEOs and the presidents of our homebuilding divisions.

The Compensation Committee performs an annual review of the CEO’s goals and his performance in achieving such goals in each fiscal year and keeps the Board apprised of such evaluations. Our CEO reviews the performance of our other senior officers, including the NEOs (other than himself), and makes recommendations to the Compensation Committee regarding the compensation for those executive officers.

The Compensation Committee, with input from Meridian, determines each element of compensation for the CEO. The Compensation Committee also determines each element of compensation for the other NEOs based on consideration of each individual’s leadership qualities, operational performance, business responsibilities, tenure with the Company, current compensation arrangements and long-term potential to enhance stockholder value as well as input from Meridian and the CEO. The Compensation Committee is under no obligation to follow these recommendations. Executive officers and others may participate in discussions with the Compensation Committee when invited to do so.

The Compensation Committee also approves all grants of PSUs, RSUs, cash and other awards under our stockholder approved 2013 Incentive Plan. Further information regarding the Compensation Committee’s responsibilities is in the Compensation Committee’s Charter, available under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com.

Use of Peer Group and Survey Data

The Compensation Committee utilized Meridian to identify the appropriate compensation benchmarking sources, to perform an annual benchmarking of our executive compensation and to assess the competitiveness of our executive compensation program.

Meridian provided market data on two sources: (i) a survey of general industry companies of comparable revenue size and (ii) a peer group of publicly-traded homebuilders (see below for a list). The survey of general industry companies reflected approximately 178 companies with revenues between $1.3 billion and $5.3 billion (median revenues of $2.8 billion) compiled by Equilar, Inc. The homebuilder peer group consisted of 10 companies with revenues between $1.8 billion and $8.2 billion (median revenues of $4.3 billion). The homebuilder peer group consisted of the same companies used in the prior year’s homebuilder peer group, except for the removal of New Home Company which was acquired by Apollo Global Management in September 2021. Peer group compensation data was limited to information that is publicly reported and was used to benchmark the major components of compensation for our NEOs, including base pay, target annual bonus opportunity and long-term incentives.

Although the majority of the homebuilder peer group was larger than us, the Compensation Committee considered the Company’s relative size, including revenues, total assets, market capitalization, enterprise value, EBITDA, return on equity, return on assets and total shareholder return (“TSR”) when reviewing the executive compensation market data. Additional factors contemplated by the Compensation Committee included the Company’s 2022 performance, its overall business strategy and business model, its expected growth trajectory and constraints, and the then-current economic environment.


Homebuilder Peer Group
Beazer Homes USA, Inc.	Hovnanian Enterprises, Inc.	Meritage Homes Corporation	Tri Pointe Group, Inc.
Century Communities, Inc.	KB Home	M/I Homes, Inc.
Green Brick Partners, Inc.	MDC Holdings, Inc.	Taylor Morrison Home

As a result of its review of the market data and other factors, the Compensation Committee approved each of our NEO’s target compensation levels to better align them with the 50th percentile of the general industry market and the homebuilder peer group in comparable positions, considering our relative size. In addition, the Compensation Committee determined that each NEO’s then current target compensation provided the executive with an appropriate compensation opportunity, and placed more emphasis on incentive compensation versus base salary given the Company’s future growth goals. The Compensation Committee later determined, based on the Company’s fiscal 2023 performance, that each NEO’s total fiscal 2023 compensation was appropriate in light of overall Company performance, the NEO’s personal performance, and TSR for the performance period.

Other than the services described above and the valuation of the PSUs discussed below at “What We Paid and Why - Compensation for NEOs - Target Compensation Mix - 2023”, “2023 LTI Program”, and “PSUs”, which was approved by the Compensation Committee, Meridian did not provide any other services to the Company.

WHAT WE PAID AND WHY - COMPENSATION FOR NEOs

Target Compensation Mix - 2023

The mix of fixed and incentive compensation elements at target for the CEO and the other NEOs for 2023 is shown in the charts below.

2023 Total Target Compensation by Element


Name	Base Salary		STI		LTI- PSUs (1)		LTI- RSUs(1)		Total
Eric Lipar	$	975,000	$	1,219,000	$	3,315,000	$	829,000	$	6,338,000
Michael Snider	$	625,000	$	625,000	$	1,050,000	$	263,000	$	2,563,000
Charles Merdian	$	600,000	$	540,000	$	960,000	$	240,000	$	2,340,000
Scott Garber	$	450,000	$	270,000	$	360,000	$	90,000	$	1,170,000

(1) Amounts differ from the amounts discussed below at “2023 Grants of Plan-Based Awards” due to rounding.

Base Salary

We pay base salaries to attract and retain talented executives and to provide a fixed base of cash compensation. The table below shows the annual salary of each NEO:


Named Executive Officer	2023 Base Salary	2022 Base Salary	Percentage Increase
Eric Lipar	$

SEC Form DEF 14A filed by LGI Homes Inc.